Common use of Borrower Affiliate Lender Clause in Contracts

Borrower Affiliate Lender. Lender agrees that the Lender Documents shall not prohibit or restrict Affiliates of Borrower from purchasing or otherwise acquiring and owning any direct or indirect interest in the Loan or in any of the Mezzanine Loans (or otherwise impose additional restrictions or requirements on a transfer to such Affiliate of Borrower other than restrictions or requirements on a transfer that are imposed on other purchasers of the Loan or the Mezzanine Loans), provided, however, that the Lender Documents may include restrictions on the exercise of the rights and remedies by such Affiliates of Borrower under the Loan and the Mezzanine Loans including, without limitation, (a) restrictions on any such Affiliate having the right to, or exercising, directly or indirectly, any control, decision-making power, voting rights, notice and cure rights, or other rights that would otherwise benefit a holder by virtue of its ownership or control of any interest with respect to the Loan or any Mezzanine Loan, (b) restrictions on any such Affiliate’s approval and consent rights under any intercreditor agreement, (c) limitations on such Affiliate’s initiation of enforcement actions against equity collateral, (d) limitations on the making of protective advances, (e) restrictions on such Affiliate from making or bringing any claim, in its capacity as a holder of any direct or indirect interest in the Loan or any Mezzanine Loan against Lender, any Mezzanine Lender or any agent of any of the foregoing with respect to the duties and obligations of such Person under the Loan Documents, any Mezzanine Loan Documents, any intercreditor agreement or any applicable co-lender agreement and (f) restrictions on such Affiliate's access to any electronic platform for the distribution of materials or information among the Lender and the Mezzanine Lender, “asset status reports” or any correspondence or materials or notices of or participation in any discussions, meetings or conference calls (among Lender and the Mezzanine Lenders, any of their respective co-lenders or participants, or otherwise) regarding or relating to any workout discussions or litigation or foreclosure strategy (or potential litigation strategy) involving the Loan or the Mezzanine Loans, other than in its capacity as Borrower or a Mezzanine Borrower to the extent discussions and negotiations are being conducted with Borrower or such Mezzanine Borrower (as distinct from internal discussions and negotiations among the various creditors).

Borrower Affiliate Lender. Lender agrees that the Lender Documents shall not prohibit or restrict Affiliates of Borrower from purchasing or otherwise acquiring and owning any direct or indirect interest the beneficial interests in the Loan as evidenced by any single or multi-class non-voting Securities in respect of any private or public securitization of the Mezzanine Loans (or otherwise impose additional restrictions or requirements on a transfer to such Affiliate of Borrower other than restrictions or requirements on a transfer that are imposed on other purchasers of the Loan or the Mezzanine Loans)Loan, provided, however, that the Lender Documents may include restrictions on the exercise of the rights and remedies by such Affiliates of Borrower under the Loan and the Mezzanine Loans including, without limitation, (ai) restrictions on any such Affiliate having the right to, or exercising, directly or indirectly, any control, decision-making power, voting rights, notice and cure rights, or other rights that would otherwise benefit a holder by virtue of its ownership or control of any interest with respect to the Loan or any Mezzanine Loan, (bii) restrictions on any such Affiliate’s approval and consent rights under any intercreditor agreement, (ciii) limitations restrictions on such Affiliate’s initiation of enforcement actions against equity collateral, (div) limitations restrictions on the making of protective advances, (ev) restrictions on such Affiliate from making or bringing any claim, in its capacity as a holder of any direct or indirect interest in the Loan or any Mezzanine Loan Loan, against Lender, any Mezzanine Lender or any agent of any of the foregoing with respect to the duties and obligations of such Person under the Loan Documents, any Mezzanine Loan Documents, any intercreditor agreement or any applicable co-lender agreement and (fvi) restrictions on such Affiliate's ’s access to any electronic platform for the distribution of materials or information among the Lender and the Mezzanine Lender, “asset status reports” or any correspondence or materials or notices of or participation in any discussions, meetings or conference calls (among Lender and the Mezzanine LendersLender, any of their respective co-lenders or participants, or otherwise) regarding or relating to any workout discussions or litigation or foreclosure strategy (or potential litigation strategy) involving the Loan or the Mezzanine LoansLoan, other than in its capacity as Borrower or a Mezzanine Borrower to the extent discussions and negotiations are being conducted with Borrower or such Mezzanine Borrower (as distinct from internal discussions and negotiations among the various creditors).

Borrower Affiliate Lender. Lender agrees that the Lender Documents shall not prohibit or restrict Affiliates of Borrower from purchasing or otherwise acquiring and owning (a) beneficial interests in the Mortgage Loan as evidenced by any single or multi class non-voting Securities in respect of any private or public securitization of the Mortgage Loan or (b) any direct or indirect interest interests in the Loan or in any of the New Junior Mezzanine Loans Loan (or otherwise impose additional restrictions or requirements on a transfer to such Affiliate of Borrower other than restrictions or requirements on a transfer that are imposed on other purchasers of the Loan or the Mezzanine LoansBorrower), provided, however, that the Lender Documents may include customary restrictions on the exercise of the rights and remedies by such Affiliates of Borrower under the Loan, the Mortgage Loan and the New Junior Mezzanine Loans Loan including, without limitation, (ai) restrictions on any such Affiliate having the right to, or exercising, directly or indirectly, any control, decision-making power, voting rights, notice and cure rights, or other rights that would otherwise benefit a holder by virtue of its ownership or control of any interest with respect to the Loan, the Mortgage Loan or any the New Junior Mezzanine Loan, (bii) restrictions on any such Affiliate’s approval and consent rights under any intercreditor agreement, co-lender agreement or similar agreement, (ciii) limitations restrictions on such Affiliate’s initiation of enforcement actions against equity collateral, (div) limitations restrictions on the making of protective advances, (ev) restrictions on such Affiliate from making or bringing any claim, in its capacity as a holder of any direct or indirect interest in the Loan, the Mortgage Loan or any the New Junior Mezzanine Loan Loan, against Lender, any Mortgage Lender or any lender under the New Junior Mezzanine Lender Loan (a “New Junior Mezzanine Lender”) or any agent of any of the foregoing with respect to the duties and obligations of such Person under the Loan Documents, any Mezzanine Mortgage Loan Documents, or any loan documents with respect to the New Junior Mezzanine Loan, any intercreditor agreement or any applicable co-lender agreement or similar agreement and (fvi) restrictions on such Affiliate's ’s access to any electronic platform for the distribution of materials or information among the Lender Lenders and the any New Junior Mezzanine Lender, “asset status reports” or any correspondence or materials or notices of or participation in any discussions, meetings or conference calls (among Lender Lenders and the any New Junior Mezzanine LendersLender, any of their respective co-lenders Lender or participants, or otherwise) regarding or relating to any workout discussions or litigation or foreclosure strategy (or potential litigation strategy) involving the Loan, the Mortgage Loan or the New Junior Mezzanine LoansLoan, other than in its capacity as Borrower, Mortgage Borrower or a the borrower under the New Junior Mezzanine Borrower Loan (the “New Junior Mezzanine Borrower”) to the extent discussions and negotiations are being conducted with Borrower, Mortgage Borrower or such New Junior Mezzanine Borrower (as distinct from internal discussions and negotiations among the various creditors).

Borrower Affiliate Lender. Lender agrees that the Lender Documents shall not prohibit or restrict Affiliates of Borrower from purchasing or otherwise acquiring and owning any direct or indirect interest in the Loan or in any of the Mezzanine Loans (or otherwise impose additional restrictions or requirements on a transfer to such Affiliate of Borrower other than restrictions or requirements on a transfer that are imposed on other purchasers of the Loan or the Mezzanine Loans), provided, however, that the Lender Documents may include restrictions on the exercise of the rights and remedies by such Affiliates of Borrower under the Loan and the Mezzanine Loans including, without limitation, (a) restrictions on any such Affiliate having the right to, or exercising, directly or indirectly, any control, decision-making power, voting rights, notice and cure rights, or other rights that would otherwise benefit a holder by virtue of its ownership or control of any interest with respect to the Loan or any Mezzanine Loan, (b) restrictions on any such Affiliate’s approval and consent rights under any intercreditor agreement, (c) limitations on such Affiliate’s initiation of enforcement actions against equity collateral, (d) limitations on the making of protective advances, (e) restrictions on such Affiliate from making or bringing any claim, in its capacity as a holder of any direct or indirect interest in the Loan or any Mezzanine Loan against Lender, any Mezzanine Lender or any agent of any of the foregoing with respect to the duties and obligations of such Person under the Loan Documents, any Mezzanine Loan Documents, any intercreditor agreement or any applicable co-lender agreement and (f) restrictions on such Affiliate's access to any electronic platform for the distribution of materials or information among the Lender and the Mezzanine Lender, “asset status reports” or any correspondence or materials or notices of or participation in any discussions, meetings or conference calls (among Lender and the Mezzanine Lenders, any of their respective co-lenders or participants, or otherwise) regarding or relating to any workout discussions or litigation or foreclosure strategy (or potential litigation strategy) involving the Loan or the Mezzanine Loans, other than in its capacity as Borrower or a Mezzanine Borrower to the extent discussions and negotiations are being conducted with Borrower or such Mezzanine Borrower (as distinct from internal discussions and negotiations among the various creditors).

Borrower Affiliate Lender. Lender agrees that the Lender Documents to which it is a party shall not (a) prohibit or restrict Affiliates of Borrower from purchasing or otherwise acquiring and owning any direct or indirect interest in the Loan and/or any Mezzanine Loan (in such capacity, an “Affiliate Lender”), including, with respect to the Loan, any single or multi-class Securities in respect of any of the Mezzanine Loans (private or otherwise impose additional restrictions or requirements on a transfer to such Affiliate of Borrower other than restrictions or requirements on a transfer that are imposed on other purchasers public securitization of the Loan or the Mezzanine Loans)(b) create any additional conditions to any such acquisition or ownership, provided, however, that the Lender Documents may include restrictions on the exercise of the rights and remedies by such Affiliates of Borrower Lender under the Loan and/or any Mezzanine Loan by such Affiliate Lender (but not the exercise of rights and remedies by any Lender that is (x) not a Borrower Restricted Party (as defined in the Lender Documents with respect to the Loan, any single or multi-class Securities in respect of any private of public securitization of the Loan) and (y) not a Broad Affiliate (as defined in the Lender Documents related to any Mezzanine Loans Loan)) including, without limitation, (ai) restrictions on any such Affiliate Lender having the right to, or exercising, directly or indirectly, any control, decision-making power, voting rights, notice and cure rights, or other rights that would otherwise benefit a holder by virtue of its ownership or control of any interest with respect to the Loan or and/or any Mezzanine Loan, (bii) restrictions on any such AffiliateAffiliate Lender’s approval and consent rights under any intercreditor agreement, (ciii) limitations on such Affiliate’s initiation of enforcement actions against equity collateral, (d) limitations restrictions on the making of protective advances, advances and (eiv) restrictions on such Affiliate Lender from making or bringing any claim, in its capacity as a holder of any direct or indirect interest in the Loan or and/or any Mezzanine Loan Loan, against Lender, any Mezzanine Lender or any agent of Lender and/or any of the foregoing Mezzanine Lender with respect to the duties and obligations of such Person under in servicing the Loan Documents, and/or any Mezzanine Loan to a specified standard under the Lender Documents; provided further, (x) if an Affiliate Lender acquires an interest in the Loan and/or any intercreditor agreement Mezzanine Loan, such Affiliate Lender shall retain approval or consent rights under the Lender Documents or the Loan or any applicable co-lender agreement Mezzanine Loan, respectively, with respect to any action which would disproportionally and adversely affect the interests in the Loan and/or any Mezzanine Loan, as applicable, held by Affiliate Lenders in an economic manner which is (1) different than the effect of any such action on holders of interests in the Loan or any Mezzanine Loan, as applicable, of the same class or priority (if such holder is not an Affiliate Lender), or (2) more adverse than if such interests were held by a Person who/that is not an Affiliate Lender, and (fy) restrictions on such Affiliate's access notwithstanding anything to the contrary contained herein, the Lender Documents shall not restrict Affiliate Lenders that acquire an interest in the Loan and/or any Mezzanine Loan from (1) collecting any default interest, late payment charges or other fees and expenses in connection with the Loan or any Mezzanine Loan, as applicable, (2) contributing its pro rata share of any cure payment, protective advance or purchase price in the event that the unaffiliated holder(s) of the Loan or any Mezzanine Loan elect to exercise any cure rights, protective advance rights or purchase options, (3) being a party to or participating in any enforcement action commenced or consummated by the unaffiliated holder(s) of the Loan or any Mezzanine Loan, as applicable, (4) agreeing to or being party to any Loan modification that is initiated or consented to by the unaffiliated holder(s) of the Loan or any Mezzanine Loan, as applicable, (5) transferring all or any portion of its interest in the Loan (or any interest therein) or any Mezzanine Loan in accordance with the terms of the applicable Lender Documents or (6) accessing any electronic platform for the distribution of materials material information (the rights of an Affiliate Lender pursuant to (x) and (y), the “Retained Affiliate Lender Rights”). Notwithstanding anything to the contrary contained herein, (A) the Retained Affiliate Lender Rights shall not apply to any Servicing Agreement or information among similar document governing the rights of holders of Securities in a public or private Securitization of the Loan and (B) the rights and remedies of holders of any portion of the Loan that is (x) not a Borrower Restricted Party (as defined in the Lender and Documents with respect to the Mezzanine Lender, “asset status reports” or any correspondence or materials or notices of or participation in any discussions, meetings or conference calls (among Lender and the Mezzanine LendersLoan, any single or multi-class Securities in respect of their respective co-lenders any private or participants, or otherwisepublic securitization of the Loan) regarding or relating and (y) not a Broad Affiliate (as defined in the Lender Documents related to any workout discussions Mezzanine Loan)) shall not be impaired or litigation or foreclosure strategy (or potential litigation strategy) involving limited. In the Loan or event of any conflict between the Mezzanine LoansLender Documents and this Section 10.28, other than in its capacity as Borrower or a Mezzanine Borrower to then the extent discussions provisions of this Section 10.28 shall govern and negotiations are being conducted with Borrower or such Mezzanine Borrower (as distinct from internal discussions and negotiations among the various creditors)control.

Borrower Affiliate Lender. Lender agrees that the Lender Documents shall not prohibit or restrict Affiliates of Borrower from purchasing or otherwise acquiring and owning (a) beneficial interests in the Loan as evidenced by any single or multi class non-voting Securities in respect of any private or public securitization of the Loan or (b) any direct or indirect interest interests in the any Mezzanine Loan or in any of the New Mezzanine Loans (or otherwise impose additional restrictions or requirements on a transfer to such Affiliate of Borrower other than restrictions or requirements on a transfer that are imposed on other purchasers of the Loan or the Mezzanine LoansBorrower), provided, however, that the Lender Documents may include customary restrictions on the exercise of the rights and remedies by such Affiliates of Borrower under the Loan, any Mezzanine Loan and the any New Mezzanine Loans Loan including, without limitation, (ai) restrictions on any such Affiliate having the right to, or exercising, directly or indirectly, any control, decision-making power, voting rights, notice and cure rights, or other rights that would otherwise benefit a holder by virtue of its ownership or control of any interest with respect to the Loan, any Mezzanine Loan or any New Mezzanine Loan, (bii) restrictions on any such Affiliate’s approval and consent rights under any intercreditor agreement, co-lender agreement or similar agreement, (ciii) limitations restrictions on such Affiliate’s initiation of enforcement actions against equity collateral, (div) limitations restrictions on the making of protective advances, (ev) restrictions on such Affiliate from making or bringing any claim, in its capacity as a holder of any direct or indirect interest in the Loan, any Mezzanine Loan or any New Mezzanine Loan Loan, against Lender, any Mezzanine Lender or any New Mezzanine Lender or any agent of any of the foregoing with respect to the duties and obligations of such Person under the Loan Documents, any Mezzanine Loan Documents, or any New Mezzanine Loan Documents, any intercreditor agreement or any applicable co-lender agreement or similar agreement and (fvi) restrictions on such Affiliate's ’s access to any electronic platform for the distribution of materials or information among the Lender Lenders and the any New Mezzanine Lender, “asset status reports” or any correspondence or materials or notices of or participation in any discussions, meetings or conference calls (among Lender Lenders and the any New Mezzanine LendersLender, any of their respective co-lenders Lender or participants, or otherwise) regarding or relating to any workout discussions or litigation or foreclosure strategy (or potential litigation strategy) involving the Loan, any Mezzanine Loan or the any New Mezzanine LoansLoan, other than in its capacity as Borrower, Mezzanine Borrower or a New Mezzanine Borrower to the extent discussions and negotiations are being conducted with Borrower, Mezzanine Borrower or such New Mezzanine Borrower (as distinct from internal discussions and negotiations among the various creditors).

Borrower Affiliate Lender. Lender agrees that the Lender Documents to which it is a party shall not prohibit or restrict Affiliates of Borrower from purchasing or otherwise acquiring and owning all or any direct portion of the Loan or indirect interest the Mezzanine Loan, including, without limitation, the beneficial interests in the Loan or the Mezzanine Loan as evidenced by any single or multi-class non-voting Securities in respect of any private or public securitization of the Loan or the Mezzanine Loans Loan (or otherwise impose additional restrictions or requirements on a transfer to such Affiliate of Borrower other than restrictions or requirements on a transfer that are imposed on other purchasers of the Loan or the Mezzanine LoansBorrower), provided, however, that the Lender Documents may include restrictions on the exercise of the rights and remedies by such Affiliates of Borrower under the Loan and the Mezzanine Loans including, without limitation, (ai) restrictions on any such Affiliate having the right to, or exercising, directly or indirectly, any control, decision-decision making power, voting rights, notice and cure rights, or other rights that would otherwise benefit a holder by virtue of its ownership or control of any interest with respect to the Loan or any Mezzanine Loan, (bii) restrictions on any such Affiliate’s approval and consent rights under any intercreditor agreement, (ciii) limitations restrictions on such Affiliate’s initiation of enforcement actions against equity collateral, (div) limitations restrictions on the making of protective advances, (ev) restrictions on such Affiliate from making or bringing any claim, in its capacity as a holder of any direct or indirect interest in the Loan or any Mezzanine Loan Loan, against Lender, any Mezzanine Lender or any agent of any of the foregoing Lender with respect to the duties and obligations of such Person under the Loan Documents, any Mezzanine Loan Documents, any intercreditor agreement Documents or any applicable co-lender agreement Lender Document and (fvi) restrictions on such Affiliate's ’s access to any electronic platform for the distribution of materials or information among the Lender and the Mezzanine Lender, “asset status reports” or any correspondence or materials or notices of or participation in any discussions, meetings or conference calls (among Lender and the Mezzanine LendersLender, any of their respective its co-lenders or participants, or otherwise) regarding or relating to any workout discussions or litigation or foreclosure strategy (or potential litigation strategy) involving the Loan or the Mezzanine LoansLoan, other than in its capacity as Borrower or a Mezzanine Borrower to the extent discussions and negotiations are being conducted with Borrower or such Mezzanine Borrower (as distinct from internal discussions and negotiations among the various creditors).

Borrower Affiliate Lender. Lender Xxxxxx agrees that the Lender Documents to which it is a party shall not prohibit or restrict Affiliates of Borrower from purchasing or otherwise acquiring and owning all or any direct portion of the Loan or indirect interest the Mezzanine Loan, including, without limitation, the beneficial interests in the Loan or the Mezzanine Loan as evidenced by any single or multi-class non-voting Securities in respect of any private or public securitization of the Loan or the Mezzanine Loans Loan (or otherwise impose additional restrictions or requirements on a transfer to such Affiliate of Borrower other than restrictions or requirements on a transfer that are imposed on other purchasers of the Loan or the Mezzanine LoansBorrower), provided, however, that the Lender Documents may include restrictions on the exercise of the rights and remedies by such Affiliates of Borrower under the Loan and the Mezzanine Loans including, without limitation, (ai) restrictions on any such Affiliate having the right to, or exercising, directly or indirectly, any control, decision-decision making power, voting rights, notice and cure rights, or other rights that would otherwise benefit a holder by virtue of its ownership or control of any interest with respect to the Loan or any Mezzanine Loan, (bii) restrictions on any such Affiliate’s approval and consent rights under any intercreditor agreement, (ciii) limitations restrictions on such Affiliate’s initiation of enforcement actions against equity collateral, (div) limitations restrictions on the making of protective advances, (ev) restrictions on such Affiliate from making or bringing any claim, in its capacity as a holder of any direct or indirect interest in the Loan or any Mezzanine Loan Loan, against Lender, any Mezzanine Lender or any agent of any of the foregoing Lender with respect to the duties and obligations of such Person under the Loan Documents, any Mezzanine Loan Documents, any intercreditor agreement Documents or any applicable co-lender agreement Lender Document and (fvi) restrictions on such Affiliate's ’s access to any electronic platform for the distribution of materials or information among the Lender and the Mezzanine Lender, “asset status reports” or any correspondence or materials or notices of or participation in any discussions, meetings or conference calls (among Lender and the Mezzanine LendersLender, any of their respective its co-lenders or participants, or otherwise) regarding or relating to any workout discussions or litigation or foreclosure strategy (or potential litigation strategy) involving the Loan or the Mezzanine LoansLoan, other than in its capacity as Borrower or a Mezzanine Borrower to the extent discussions and negotiations are being conducted with Borrower or such Mezzanine Borrower Xxxxxxxx (as distinct from internal discussions and negotiations among the various creditors).

Borrower Affiliate Lender. Lender agrees that the Lender Documents shall not prohibit or restrict Affiliates of Borrower from purchasing or otherwise acquiring and owning not more than forty-nine percent (49%) of (a) the beneficial interests in the Loan as may be evidenced by any single or multi-class non-voting Securities in respect of any private or public securitization of the Loan or (b) any direct or indirect interest in the Loan or interests in any of the Mezzanine Loans (or otherwise impose additional restrictions or requirements on a transfer to such Affiliate of Borrower other than restrictions or requirements on a transfer that are imposed on other purchasers of the Loan or the Mezzanine LoansBorrower), provided, however, that the Lender Documents may include restrictions prohibitions on the exercise of the rights and remedies by such Affiliates of Borrower under the Loan and the Mezzanine Loans including, without limitation, (ai) restrictions prohibitions on any such Affiliate having the right to, or exercising, directly or indirectly, any control, decision-making power, voting rights, notice and cure rights, or other rights that would otherwise benefit a holder by virtue of its ownership or control of any interest with respect to the Loan or any Mezzanine Loan, (bii) restrictions prohibitions on any such Affiliate’s approval and consent rights under any intercreditor agreement, (ciii) limitations prohibitions on such Affiliate’s initiation of enforcement actions against equity collateralcollateral or such collection of default interest, late payment charges or other fees and expenses, (div) limitations prohibitions on the making of protective advances, (ev) restrictions prohibitions on such Affiliate from making or bringing any claim, in its capacity as a holder of any direct or indirect interest in the Loan or any Mezzanine Loan Loan, against Lender, any Mezzanine Lender or any agent of any of the foregoing with respect to the duties and obligations of such Person under the Loan Documents, any Mezzanine Loan Documents, any intercreditor agreement or any applicable co-lender agreement and (fvi) restrictions prohibitions on such Affiliate's ’s access to any electronic platform for the distribution of materials or information among the Lender and the Mezzanine Lender, “asset status reports” or any correspondence or materials or notices of or participation in any discussions, meetings or conference calls (among Lender and the Mezzanine Lenders, any of their respective co-lenders or participants, or otherwise) regarding or relating to any workout discussions or litigation or foreclosure strategy (or potential litigation strategy) involving the Loan or the Mezzanine Loans, other than in its capacity as Borrower or a Mezzanine Borrower to the extent discussions and negotiations are being conducted with Borrower or such Mezzanine Borrower (as distinct from internal discussions and negotiations among the various creditors).

Borrower Affiliate Lender. Lender agrees that the Lender Documents to which it is a party shall not prohibit or restrict Affiliates of Borrower from purchasing or otherwise acquiring and owning (a) the beneficial interests in the Loan as evidenced by any single or multi-class non-voting Securities in respect of any private or public securitization of the Loan or (b) any direct or indirect interest in the Loan or interests in any of the Mezzanine Loans (or otherwise impose additional restrictions or requirements on a transfer to such Affiliate of Borrower other than restrictions or requirements on a transfer that are imposed on other purchasers of the Loan or the Mezzanine LoansBorrower), provided, however, that the Lender Documents may include restrictions on the exercise of the rights and remedies by such Affiliates of Borrower under the Loan and the Mezzanine Loans including, without limitation, (ai) restrictions on any such Affiliate having the right to, or exercising, directly or indirectly, any control, decision-making power, voting rights, notice and cure rights, or other rights that would otherwise benefit a holder by virtue of its ownership or control of any interest with respect to the Loan or any the Mezzanine LoanLoans, (bii) restrictions on any such Affiliate’s approval and consent rights under any intercreditor agreement, (ciii) limitations restrictions on such Affiliate’s initiation of enforcement actions against equity collateral, (div) limitations restrictions on the making of protective advances, (ev) restrictions on such Affiliate from making or bringing any claim, in its capacity as a holder of any direct or indirect interest in the Loan or any the Mezzanine Loan Loans, against Lender, any the Mezzanine Lender or any agent of any of the foregoing with respect to the duties and obligations of such Person under the Loan Documents, any the Mezzanine Loan Documents, any intercreditor agreement or any applicable co-lender agreement and (fvi) restrictions on such Affiliate's ’s access to any electronic platform for the distribution of materials or information among the Lender and the Mezzanine Lender, “asset status reports” or any correspondence or materials or notices of or participation in any discussions, meetings or conference calls (among Lender and the Mezzanine LendersLender, any of their respective co-lenders or participants, or otherwise) regarding or relating to any workout discussions or litigation or foreclosure strategy (or potential litigation strategy) involving the Loan or the Mezzanine Loans, other than in its capacity as Borrower or a Mezzanine Borrower Borrowers to the extent discussions and negotiations are being conducted with Borrower or such Mezzanine Borrower Borrowers (as distinct from internal discussions and negotiations among the various creditors).

Borrower Affiliate Lender. Lender agrees that the Lender Documents shall not prohibit or restrict Affiliates of Borrower from purchasing or otherwise acquiring and owning not more than forty-nine percent (49%) of (a) any direct or indirect interest interests in any Mezzanine Loan or (b) the beneficial interests in the Mortgage Loan as may be evidenced by any single or multi-class non-voting Securities in respect of any private or public securitization of the Mezzanine Loans Mortgage Loan (or otherwise impose additional restrictions or requirements on a transfer to such Affiliate of Borrower other than restrictions or requirements on a transfer that are imposed on other purchasers of the Loan or the Mezzanine LoansBorrower), provided, however, that the Lender Documents may include restrictions prohibitions on the exercise of the rights and remedies by such Affiliates of Borrower under the Mortgage Loan and or the Mezzanine Loans A Loan including, without limitation, (ai) restrictions prohibitions on any such Affiliate having the right to, or exercising, directly or indirectly, any control, decision-making power, voting rights, notice and cure rights, or other rights that would otherwise benefit a holder by virtue of its ownership or control of any interest with respect to the Loan, the Mortgage Loan or any the Mezzanine A Loan, (bii) restrictions prohibitions on any such Affiliate’s approval and consent rights under any intercreditor agreement, (ciii) limitations prohibitions on such Affiliate’s initiation of enforcement actions against equity collateralcollateral or such Affiliate’s collection of default interest, late payment charges or other fees and expenses, (div) limitations prohibitions on the making of protective advances, (ev) restrictions prohibitions on such Affiliate from making or bringing any claim, in its capacity as a holder of any direct or indirect interest in the Loan, the Mortgage Loan or any the Mezzanine Loan A Loan, against Lender, any Mortgage Lender, Mezzanine A Lender or any agent of any of the foregoing with respect to the duties and obligations of such Person under the Loan Documents, any Mortgage Loan Documents, Mezzanine A Loan Documents, any intercreditor agreement or any applicable co-lender agreement and (fvi) restrictions prohibitions on such Affiliate's ’s access to any electronic platform for the distribution of materials or information among the Lender, Mortgage Lender and the Mezzanine A Lender, “asset status reports” or any correspondence or materials or notices of or participation in any discussions, meetings or conference calls (among Lender Lender, Mortgage Lender, and the Mezzanine LendersA Lender, any of their respective co-lenders or participants, or otherwise) regarding or relating to any workout discussions or litigation or foreclosure strategy (or potential litigation strategy) involving the Loan, the Mortgage Loan or the Mezzanine LoansA Loan, other than in its capacity as Borrower, Mortgage Borrower or a Mezzanine A Borrower to the extent discussions and negotiations are being conducted with Borrower, Mortgage Borrower or such Mezzanine A Borrower (as distinct from internal discussions and negotiations among the various creditors).

Borrower Affiliate Lender. Lender agrees that the Lender Documents shall not prohibit or restrict Affiliates of Borrower from purchasing or otherwise acquiring and owning any direct or indirect interest in the Loan (including any Securities) or in any of the Mezzanine Loans (or otherwise impose additional restrictions or requirements on a transfer to such Affiliate of Borrower other than restrictions or requirements on a transfer that are imposed on other purchasers of the Loan or the Mezzanine LoansBorrower), provided, however, that the Lender Documents may include restrictions on the exercise of the rights and remedies by such Affiliates of Borrower under the Loan and the Mezzanine Loans including, without limitation, (a) restrictions on any such Affiliate having the right to, or exercising, directly or indirectly, any control, decision-making power, voting rights, notice and cure rights, or other rights that would otherwise benefit a holder by virtue of its ownership or control of any interest with respect to the Loan or any Mezzanine Loan, (b) restrictions on any such Affiliate’s approval and consent rights under any intercreditor agreement, (c) limitations on such Affiliate’s initiation of enforcement actions against equity collateral, (dc) limitations on the making of protective advances, (ed) restrictions on such Affiliate from making or bringing any claim, in its capacity as a holder of any direct or indirect interest in the Loan or any Mezzanine Loan Loan, against Lender, any Mezzanine Lender or any agent of any of the foregoing with respect to the duties and obligations of such Person under the Loan Documents, any Mezzanine Loan Documents, any intercreditor agreement or any applicable co-lender agreement and (fe) restrictions on such Affiliate's ’s access to any electronic platform for the distribution of materials or information among the Lender and the Mezzanine Lender, “asset status reports” or any correspondence or materials or notices of or participation in any discussions, meetings or conference calls (among Lender and the Mezzanine Lenders, any of their respective co-lenders or participants, or otherwise) regarding or relating to any workout discussions or litigation or foreclosure strategy (or potential litigation strategy) involving the Loan or the Mezzanine Loans, other than in its capacity as Borrower or a Mezzanine Borrower to the extent discussions and negotiations are being conducted with Borrower or such Mezzanine Borrower (as distinct from internal discussions and negotiations among the various creditors).

Borrower Affiliate Lender. Lender agrees that the Lender Documents shall not prohibit or restrict Affiliates of Borrower from purchasing or otherwise acquiring and owning any direct or indirect interest in the Loan (including any Securities), the Mortgage Loan (but solely with respect to any Securities following a Securitization (each as defined in the Mortgage Loan Agreement)) or in any of the Mezzanine Loans B Loan (or otherwise impose additional restrictions or requirements on a transfer to such Affiliate of Borrower other than restrictions or requirements on a transfer that are imposed on other purchasers of the Loan or the Mezzanine LoansBorrower), provided, however, that the Lender Documents may include restrictions on the exercise of the rights and remedies by such Affiliates of Borrower under the Mortgage Loan and the Mezzanine Loans B Loan including, without limitation, (a) restrictions on any such Affiliate having the right to, or exercising, directly or indirectly, any control, decision-making power, voting rights, notice and cure rights, or other rights that would otherwise benefit a holder by virtue of its ownership or control of any interest with respect to the Loan, the Mortgage Loan or any Mezzanine B Loan, (b) restrictions on any such Affiliate’s approval and consent rights under any intercreditor agreement, (c) limitations on such Affiliate’s initiation of enforcement actions against equity collateral, (d) limitations on the making of protective advances, (e) restrictions on such Affiliate from making or bringing any claim, in its capacity as a holder of any direct or indirect interest in the Loan, the Mortgage Loan or any the Mezzanine Loan B Loan, against Lender, any Mortgage Lender, Mezzanine B Lender or any agent of any of the foregoing with respect to the duties and obligations of such Person under the Loan Documents, any the Mortgage Loan Documents, the Mezzanine B Loan Documents, any intercreditor agreement or any applicable co-lender agreement and (f) restrictions on such Affiliate's ’s access to any electronic platform for the distribution of materials or information among the Lender, Mortgage Lender and the Mezzanine B Lender, “asset status reports” or any correspondence or materials or notices of or participation in any discussions, meetings or conference calls (among Lender, Mortgage Lender and the Mezzanine LendersB Lender, any of their respective co-lenders or participants, or otherwise) regarding or relating to any workout discussions or litigation or foreclosure strategy (or potential litigation strategy) involving the Loan, the Mortgage Loan or the Mezzanine LoansB Loan, other than in its capacity as Borrower, Mortgage Borrower or a Mezzanine B Borrower to the extent discussions and negotiations are being conducted with Borrower, Mortgage Borrower or such Mezzanine B Borrower (as distinct from internal discussions and negotiations among the various creditors).

Borrower Affiliate Lender. Lender agrees that the Lender Documents shall not prohibit or restrict Affiliates of Borrower from purchasing or otherwise acquiring and owning (a) beneficial interests in the Loan as evidenced by any single or multi class non-voting Securities in respect of any private or public securitization of the Loan or (b) any direct or indirect interest in the Loan or interests in any of the Mezzanine Loans Loan (or otherwise impose additional restrictions or requirements on a transfer to such Affiliate of Borrower other than restrictions or requirements on a transfer that are imposed on other purchasers of the Loan or the Mezzanine LoansBorrower), provided, however, that the Lender Documents may include customary restrictions on the exercise of the rights and remedies by such Affiliates of Borrower under the Loan and the any Mezzanine Loans Loan including, without limitation, (ai) restrictions on any such Affiliate having the right to, or exercising, directly or indirectly, any control, decision-making power, voting rights, notice and cure rights, or other rights that would otherwise benefit a holder by virtue of its ownership or control of any interest with respect to the Loan or any Mezzanine Loan, (bii) restrictions on any such Affiliate’s approval and consent rights under any intercreditor agreement, co-lender agreement or similar agreement, (ciii) limitations restrictions on such Affiliate’s initiation of enforcement actions against equity collateral, (div) limitations restrictions on the making of protective advances, (ev) restrictions on such Affiliate from making or bringing any claim, in its capacity as a holder of any direct or indirect interest in the Loan or any Mezzanine Loan Loan, against Lender, Lender or any Mezzanine Lender or any agent of any of the foregoing with respect to the duties and obligations of such Person under the Loan Documents, Documents or any Mezzanine Loan Documents, any intercreditor agreement or any applicable co-lender agreement or similar agreement and (fvi) restrictions on such Affiliate's ’s access to any electronic platform for the distribution of materials or information among the Lender Lenders and the any Mezzanine Lender, “asset status reports” or any correspondence or materials or notices of or participation in any discussions, meetings or conference calls (among Lender Lenders and the any Mezzanine LendersLender, any of their respective co-lenders Lender or participants, or otherwise) regarding or relating to any workout discussions or litigation or foreclosure strategy (or potential litigation strategy) involving the Loan or the any Mezzanine LoansLoan, other than in its capacity as Borrower or a Mezzanine Borrower to the extent discussions and negotiations are being conducted with Borrower or such Mezzanine Borrower (as distinct from internal discussions and negotiations among the various creditors).

Borrower Affiliate Lender. Lender Each of Administrative Agent and Xxxxxx agrees that the Lender Documents to which it is a party shall not (a) prohibit or restrict Affiliates of Borrower from purchasing or otherwise acquiring and owning any direct or indirect interest in the Loan and/or any Mezzanine Loan (in such capacity, an “Affiliate Lender”), or in (b) create any of the Mezzanine Loans (additional conditions to any such acquisition or otherwise impose additional restrictions or requirements on a transfer to such Affiliate of Borrower other than restrictions or requirements on a transfer that are imposed on other purchasers of the Loan or the Mezzanine Loans)ownership, provided, however, that the Lender Documents may include restrictions on the exercise of the rights and remedies by such Affiliates Affiliate Lender (but not the exercise of Borrower under the Loan rights and the Mezzanine Loans remedies by any Lender that is not an Affiliate Lender) including, without limitation, (ai) restrictions on any such Affiliate Lender having the right to, or exercising, directly or indirectly, any control, decision-making power, voting rights, notice and cure rights, or other rights that would otherwise benefit a holder by virtue of its ownership or control of any interest with respect to the Loan or and/or any Mezzanine Loan, (bii) restrictions on any such AffiliateAffiliate Lender’s approval and consent rights under any intercreditor agreement, (ciii) limitations on such Affiliate’s initiation of enforcement actions against equity collateral, (d) limitations restrictions on the making of protective advances, (eiv) restrictions on such Affiliate Lender from making or bringing any claim, in its capacity as a holder of any direct or indirect interest in the Loan or and/or any Mezzanine Loan Loan, against Lender, any Mezzanine Lender or any agent of Lender and/or any of the foregoing Mezzanine Lender with respect to the duties and obligations of such Person in servicing the Loan and/or any Mezzanine Loan to a specified standard under the Lender Documents and (v) accessing any electronic platform for distribution of material information, provided that such Affiliate Lender shall be entitled to receive notices of fundings and prepayments and other administrative notices in respect of its interest in the Loan; provided further, (x) if an Affiliate Lender acquires an interest in the Loan and/or any Mezzanine Loan, such Affiliate Lender shall retain approval or consent rights under the Lender Documents or the Loan or any Mezzanine Loan, respectively, with respect to any action which would disproportionally and adversely affect the interests in the Loan and/or any Mezzanine Loan, as applicable, held by Affiliate Lenders in an economic manner which is (A) different than the effect of any such action on holders of interests in the Loan or any Mezzanine Loan, as applicable, of the same class or priority (if such holder is not an Affiliate Lender), or (B) more adverse than if such interests were held by a Person who/that is not an Affiliate Lender, and (y) notwithstanding anything to the contrary contained herein, the Lender Documents will restrict such Affiliate Lenders from (1) except as provided in clause (x) above, exercising (whether directly, or indirectly through co-lender decision rights, voting rights or otherwise through co-lenders) any consent, approval, consultation, purchase or notice and cure rights under the Loan Documents, any Mezzanine Loan Documents, Documents or any intercreditor agreement agreement, (2) voting on or participating in any applicable co-lender agreement and enforcement action commenced or consummated by the unaffiliated holders of the Loan or the Mezzanine Loan, as applicable, (f3) restrictions on such Affiliate's access to accessing any electronic platform for the distribution of materials or information among related to or in contemplation of workouts, enforcement actions or any decisions to be made during the Lender and existence of an Event of Default, and/or (4) making or bringing (or participating in, other than as a passive participant in or recipient of its pro rata benefits of) any claim or action against the Mezzanine Administrative Agent, in its role as such, any Joint Lead Arranger, in such role, or any Lender, “asset status reports” or any correspondence Mezzanine Lender or materials receiving advice from counsel or notices of or participation in any discussions, meetings or conference calls (among Lender and other advisors to the Mezzanine LendersAdministrative Agent, any Joint Lead Arranger, any other Lenders or Mezzanine Lender or challenging the attorney client privilege of their respective counsel, other than a claim against any Lender, Xxxxxxxxx Xxxxxx, or Administrative Agent that such Person(s) breached a provision of any applicable agreement (e.g., a co-lenders lender agreement or participantsan intercreditor agreement) to the extent such Affiliate Lender was a beneficiary of such provision (the limitations on the rights of an Affiliate Lender pursuant to this clause (x) and (y), or otherwisethe “Restricted Affiliate Lender Rights”). For the avoidance of doubt, (A) regarding or relating the Restricted Affiliate Lender Rights shall not apply to any workout discussions document governing the rights of holders of securities in a public or litigation private rated securitization of the Loan, (B) the rights and remedies of holders of any portion of the Loan that are unaffiliated with the Borrower shall not be impaired or foreclosure strategy limited, and (C) the Lender Documents shall not restrict Affiliate Lenders that acquire an interest in the Loan and/or any Mezzanine Loan from (1) collecting any default interest, late payment charges or potential litigation strategy) involving other fees and expenses in connection with the Loan or any Mezzanine Loan, as applicable, (2) contributing its Pro Rata Share of any cure payment, protective advance or purchase price in the event that the unaffiliated holder(s) of the Loan or any Mezzanine LoansLoan elect to exercise any cure rights, other than protective advance rights or purchase options, (3) being a passive participant or recipient of its pro rata benefits of any enforcement action commenced or consummated by the unaffiliated holder(s) of the Loan or any Mezzanine Loan, as applicable (for the avoidance of doubt, any Affiliate Lender’s entry into any agreement as a Lender or Mezzanine Lender in order to receive the benefits as a passive participant or recipient, as applicable, shall not be deemed in violation of this clause (3)), (4) being party to any modification of the Loan that is initiated or consented to by the unaffiliated holder(s) of the Loan or any Mezzanine Loan, as applicable, (5) accessing any electronic platform for distribution of materials or information (excluding materials or information related to or in contemplation of workouts, enforcement actions or any decisions to be made during the existence of an Event of Default) or (6) transferring all or any portion of its capacity interest in the Loan (or any interest therein) or any Mezzanine Loan in accordance with the terms of the applicable Lender Documents otherwise applicable to unaffiliated holders of the Loan or Mezzanine Loan, as Borrower or a applicable. For the avoidance of doubt, the rights and remedies of holders of any portion of the Loan and/or any Mezzanine Borrower to the extent discussions and negotiations Loan that are being conducted unaffiliated with Borrower shall not be impaired or such Mezzanine Borrower (as distinct from internal discussions limited. In the event of any conflict between the Lender Documents and negotiations among this Section 10.28, then the various creditors).provisions of this Section 10.28 shall govern and control. Section

Borrower Affiliate Lender. Lender agrees that the Lender Documents shall not prohibit or restrict Affiliates of Borrower from purchasing or otherwise acquiring and owning any direct or indirect interest in the Loan (including any Securities), the Mortgage Loan (but solely with respect to any Securities following a Securitization (each as defined in the Mortgage Loan Agreement)) or in any of the Mezzanine Loans A Loan (or otherwise impose additional restrictions or requirements on a transfer to such Affiliate of Borrower other than restrictions or requirements on a transfer that are imposed on other purchasers of the Loan or the Mezzanine LoansBorrower), provided, however, that the Lender Documents may include restrictions on the exercise of the rights and remedies by such Affiliates of Borrower under the Mortgage Loan and the Mezzanine Loans A Loan including, without limitation, (a) restrictions on any such Affiliate having the right to, or exercising, directly or indirectly, any control, decision-making power, voting rights, notice and cure rights, or other rights that would otherwise benefit a holder by virtue of its ownership or control of any interest with respect to the Loan, the Mortgage Loan or any Mezzanine A Loan, (b) restrictions on any such Affiliate’s approval and consent rights under any intercreditor agreement, (c) limitations on such Affiliate’s initiation of enforcement actions against equity collateral, (d) limitations on the making of protective advances, (e) restrictions on such Affiliate from making or bringing any claim, in its capacity as a holder of any direct or indirect interest in the Loan, the Mortgage Loan or any the Mezzanine Loan A Loan, against Lender, any Mortgage Lender, Mezzanine A Lender or any agent of any of the foregoing with respect to the duties and obligations of such Person under the Loan Documents, any the Mortgage Loan Documents, the Mezzanine A Loan Documents, any intercreditor agreement or any applicable co-lender agreement and (f) restrictions on such Affiliate's ’s access to any electronic platform for the distribution of materials or information among the Lender, Mortgage Lender and the Mezzanine A Lender, “asset status reports” or any correspondence or materials or notices of or participation in any discussions, meetings or conference calls (among Lender, Mortgage Lender and the Mezzanine LendersA Lender, any of their respective co-lenders or participants, or otherwise) regarding or relating to any workout discussions or litigation or foreclosure strategy (or potential litigation strategy) involving the Loan, the Mortgage Loan or the Mezzanine LoansA Loan, other than in its capacity as Borrower, Mortgage Borrower or a Mezzanine A Borrower to the extent discussions and negotiations are being conducted with Borrower, Mortgage Borrower or such Mezzanine A Borrower (as distinct from internal discussions and negotiations among the various creditors).

Borrower Affiliate Lender. Lender agrees that the Lender Documents shall not prohibit or restrict Affiliates of Borrower from purchasing or otherwise acquiring and owning (a) beneficial interests in the Mortgage Loan as evidenced by any single or multi class non-voting Securities in respect of any private or public securitization of the Mortgage Loan or (b) any direct or indirect interest interests in the Mezzanine A Loan or in any of the Mezzanine Loans Loan (or otherwise impose additional restrictions or requirements on a transfer to such Affiliate of Borrower other than restrictions or requirements on a transfer that are imposed on other purchasers of the Loan or the Mezzanine LoansBorrower), provided, however, that the Lender Documents may include customary restrictions on the exercise of the rights and remedies by such Affiliates of Borrower or Leasehold Pledgor under the Loan Loan, the Mezzanine A Loan, and the Mezzanine Loans Mortgage Loan including, without limitation, (ai) restrictions on any such Affiliate having the right to, or exercising, directly or indirectly, any control, decision-making power, voting rights, notice and cure rights, or other rights that would otherwise benefit a holder by virtue of its ownership or control of any interest with respect to the Loan Loan, the Mezzanine A Loan, or any Mezzanine the Mortgage Loan, (bii) restrictions on any such Affiliate’s approval and consent rights under any intercreditor agreement, co-lender agreement or similar agreement, (ciii) limitations restrictions on such Affiliate’s initiation of enforcement actions against equity collateral, (div) limitations restrictions on the making of protective advances, (ev) restrictions on such Affiliate from making or bringing any claim, in its capacity as a holder of any direct or indirect interest in the Loan, the Mezzanine A Loan or any Mezzanine Loan the Mortgage Loan, against Lender, any Mezzanine A Lender or any Mortgage Lender or any agent of any of the foregoing with respect to the duties and obligations of such Person under the Loan Documents, any Mezzanine A Loan Documents or any Mortgage Loan Documents, any intercreditor agreement or any applicable co-lender agreement or similar agreement and (fvi) restrictions on such Affiliate's ’s access to any electronic platform for the distribution of materials or information among the Mortgage Lender, Lender and the or Mezzanine A Lender, “asset status reports” or any correspondence or materials or notices of or participation in any discussions, meetings or conference calls (among Mortgage Lender, Lender and the Mezzanine LendersA Lender, any of their respective co-lenders or participants, or otherwise) regarding or relating to any workout discussions or litigation or foreclosure strategy (or potential litigation strategy) involving the Loan, the Mezzanine A Loan or the Mezzanine LoansMortgage Loan, other than in its capacity as Borrower, Mezzanine A Borrower or a Mezzanine Borrower Owner, to the extent discussions and negotiations are being conducted with Borrower Borrower, Mezzanine A Borrower, or such Mezzanine Borrower Owner (as distinct from internal discussions and negotiations among the various creditors).

Borrower Affiliate Lender. Lender agrees that the Lender Documents shall not prohibit or restrict Affiliates of Borrower from purchasing or otherwise acquiring and owning not more than forty-nine percent (49%) of (a) any direct or indirect interest interests in any Mezzanine Loan or (b) the beneficial interests in the Mortgage Loan as may be evidenced by any single or multi-class non-voting Securities in respect of any private or public securitization of the Mezzanine Loans Mortgage Loan (or otherwise impose additional restrictions or requirements on a transfer to such Affiliate of Borrower other than restrictions or requirements on a transfer that are imposed on other purchasers of the Loan or the Mezzanine LoansBorrower), provided, however, that the Lender Documents may include restrictions prohibitions on the exercise of the rights and remedies by such Affiliates of Borrower under the Mortgage Loan and or the Mezzanine Loans B Loan including, without limitation, (ai) restrictions prohibitions on any such Affiliate having the right to, or exercising, directly or indirectly, any control, decision-making power, voting rights, notice and cure rights, or other rights that would otherwise benefit a holder by virtue of its ownership or control of any interest with respect to the Loan, the Mortgage Loan or any Mezzanine B Loan, (bii) restrictions prohibitions on any such Affiliate’s approval and consent rights under any intercreditor agreement, (ciii) limitations prohibitions on such Affiliate’s initiation of enforcement actions against equity collateralcollateral or such Affiliate’s collection of default interest, late payment charges or other fees and expenses, (div) limitations prohibitions on the making of protective advances, (ev) restrictions prohibitions on such Affiliate from making or bringing any claim, in its capacity as a holder of any direct or indirect interest in the Loan, the Mortgage Loan or any Mezzanine Loan B Loan, against Lender, Mortgage Lender, any Mezzanine B Lender or any agent of any of the foregoing with respect to the duties and obligations of such Person under the Loan Documents, Mortgage Loan Documents, any Mezzanine B Loan Documents, any intercreditor agreement or any applicable co-lender agreement and (fvi) restrictions prohibitions on such Affiliate's ’s access to any electronic platform for the distribution of materials or information among the Lender, Mortgage Lender and the Mezzanine B Lender, “asset status reports” or any correspondence or materials or notices of or participation in any discussions, meetings or conference calls (among Lender Lender, Mortgage Lender, and the Mezzanine LendersB Lender, any of their respective co-lenders or participants, or otherwise) regarding or relating to any workout discussions or litigation or foreclosure strategy (or potential litigation strategy) involving the Loan, the Mortgage Loan or the Mezzanine LoansB Loan, other than in its capacity as Borrower, Mortgage Borrower or a Mezzanine B Borrower to the extent discussions and negotiations are being conducted with Borrower, Mortgage Borrower or such Mezzanine B Borrower (as distinct from internal discussions and negotiations among the various creditors).

Borrower Affiliate Lender. Lender agrees that the Lender Documents shall not prohibit or restrict Affiliates of Borrower from purchasing or otherwise acquiring and owning (a) beneficial interests in the Mortgage Loan as evidenced by any single or multi class non-voting Securities in respect of any private or public securitization of the Mortgage Loan or (b) any direct or indirect interest interests in the Mezzanine B Loan or in any of the Mezzanine Loans (or otherwise impose additional restrictions or requirements on a transfer to such Affiliate of Borrower other than restrictions or requirements on a transfer that are imposed on other purchasers of the Loan or the Mezzanine LoansBorrower), provided, however, that the Lender Documents may include customary restrictions on the exercise of the rights and remedies by such Affiliates of Borrower under the Loan Loan, the Mezzanine B Loan, and the Mezzanine Loans Mortgage Loan including, without limitation, (ai) restrictions on any such Affiliate having the right to, or exercising, directly or indirectly, any control, decision-making power, voting rights, notice and cure rights, or other rights that would otherwise benefit a holder by virtue of its ownership or control of any interest with respect to the Loan Loan, the Mezzanine B Loan, or any Mezzanine the Mortgage Loan, (bii) restrictions on any such Affiliate’s approval and consent rights under any intercreditor agreement, co-lender agreement or similar agreement, (ciii) limitations restrictions on such Affiliate’s initiation of enforcement actions against equity collateral, (div) limitations restrictions on the making of protective advances, (ev) restrictions on such Affiliate from making or bringing any claim, in its capacity as a holder of any direct or indirect interest in the Loan, the Mezzanine B Loan or any Mezzanine Loan the Mortgage Loan, against Lender, any Mezzanine B Lender or any Mortgage Lender or any agent of any of the foregoing with respect to the duties and obligations of such Person under the Loan Documents, any Mezzanine B Loan Documents or any Mortgage Loan Documents, any intercreditor agreement or any applicable co-lender agreement or similar agreement and (fvi) restrictions on such Affiliate's ’s access to any electronic platform for the distribution of materials or information among the Mortgage Lender, Lender and the or Mezzanine B Lender, “asset status reports” or any correspondence or materials or notices of or participation in any discussions, meetings or conference calls (among Mortgage Lender, Lender and the Mezzanine LendersB Lender, any of their respective co-lenders or participants, or otherwise) regarding or relating to any workout discussions or litigation or foreclosure strategy (or potential litigation strategy) involving the Loan, the Mezzanine B Loan or the Mezzanine LoansMortgage Loan, other than in its capacity as Borrower, Mezzanine B Borrower or a Mezzanine Borrower Owner, to the extent discussions and negotiations are being conducted with Borrower Borrower, Mezzanine B Borrower, or such Mezzanine Borrower Owner (as distinct from internal discussions and negotiations among the various creditors).