Common use of Component Notes Clause in Contracts

Component Notes. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “component” notes (including senior and junior notes), which notes may be paid in such order of priority as may be designated by Lender, provided that (a) the aggregate principal amount of such “component” notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “component” notes, (b) the weighted average interest rate of all such “component” notes shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)), (c) the debt service payments on all such “component” notes shall on the date created equal the debt service payment which was and would be due under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (d) the other terms and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to the Loan Documents. Borrower shall cooperate with all reasonable requests of Lender in order to establish the “component” notes and shall execute and deliver such documents as shall reasonably be required by Lender in connection therewith, all in form and substance reasonably satisfactory to Lender, including, without limitation, the severance of security documents if requested. It shall be an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 after the expiration of ten (10) Business Days after notice thereof.

Component Notes. LenderEach of Agent and the Lenders, without in any way limiting LenderAgent’s, Lenders’ or Borrower’s other rights hereunder, in its respective sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “component” notes (including senior and junior notes), which . Any such component notes may be paid in such order of priority as may be designated by Lenderhave varying principal amounts and economic terms; provided, provided however, that (a) such notes may not effectuate a senior/junior loan structure (except for senior/junior loan structures created and at all times held by either HSBC, or DekaBank with their respective Affiliates) or mortgage/mezzanine loan structure, (b) the aggregate principal amount of such “component” notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “component” notes, (bc) the weighted average interest rate of all such “component” notes shall on the date created and at all times thereafter equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during i.e., under this clause (c) and the term of the Loanimmediately following clause (d), whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have not effectuate a loan structure that could result in “rate creep”)), (cd) the debt service payments on all such “component” notes shall on the date created and at all times thereafter equal the debt service payment which was and would be due under the Loan immediately prior to the creation of such component notes notes, (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (de) the other terms and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to the Loan Documents, (f) the maturity date of any such component note shall be the same as the scheduled Maturity Date of the Note immediately prior to the issuance of such component notes and (g) any prepayments in connection with a casualty or condemnation shall be applied pro rata in accordance with their respective principal balances to the payment of the outstanding balance of the component notes such that Borrower’s economic position shall remain the same as if there had been no component notes. Borrower Borrower, at Lenders’ cost and expense, shall (i) cooperate with all reasonable requests of Lender Agent in order to establish the “component” notes notes, and shall (ii) execute and deliver such documents as shall reasonably be required by Lender Agent in connection therewith, all in form and substance reasonably satisfactory to LenderAgent, including, without limitation, the severance of security documents if requested. It shall be an Event of Default under this Agreement, the Note, the Mortgage and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 10.29 after the expiration of ten (10) Business Days after notice thereof, which notice shall contain a legend in capitalized bold letters at the top of the cover page stating: “THIS IS A REQUEST FOR BORROWER TO EXECUTE AND DELIVER “COMPONENT” NOTES. BORROWER’S FAILURE TO SO EXECUTE AND DELIVER SAME WITHIN TEN (10) BUSINESS DAYS SHALL CONSTITUTE AN EVENT OF DEFAULT UNDER THE LOAN AND SECURITY AGREEMENT EXECUTED BY BORROWER AND CERTAIN OTHER PARTIES”, together with a comparison “blackline” of the documents to be executed against the applicable document executed by Borrower on the Closing Date.

Component Notes. Lender, at its sole cost and expense, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “component” notes (including senior and junior notes), in substitution for one (1) or both of Note A-1 and/or Note A-2, which notes may be paid in such order of priority as may be designated by Lender, provided that (a) the aggregate principal amount of such “component” notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “component” notes, (b) the weighted average interest rate of all such “component” notes shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”))notes, (c) the debt service payments on all such “component” notes shall on the date created equal the debt service payment which was and would be due under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (d) the other terms and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to the Loan Documents. Borrower shall cooperate with all reasonable requests of Lender in order to establish the “component” notes and shall execute and deliver such documents as shall reasonably be required by Lender in connection therewith, all in form and substance reasonably satisfactory to Lender, including, without limitation, the severance of security documents if requested. It shall be an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 18.33 after the expiration of ten fifteen (1015) Business Days after notice thereof.

Component Notes. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “component” notes (including senior and junior notes), which notes may be paid in such order of priority as may be designated by Lender, provided that (a) the aggregate principal amount of such “component” notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “component” notes, (b) the weighted average interest rate of all such “component” notes shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”))notes, (c) the debt service payments on all such “component” notes shall on the date created equal the debt service payment which was and would be due under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (d) the other terms and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to the Loan Documents. Borrower shall cooperate with all reasonable requests of Lender in order to establish the “component” notes and shall execute and deliver such documents as shall reasonably be required by Lender in connection therewith, all in form and substance reasonably satisfactory to Lender, including, without limitation, the severance of security documents if requested. It shall be an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 after the expiration of ten fifteen (1015) Business Days after notice thereof.

Component Notes. Lender, without in any way limiting Lender’s 's other rights hereunder, in its sole and absolute discretion, shall have the right right, at no cost or expense to Borrower, at any time prior to or in connection with a Securitization to require Borrower to execute and deliver “"component” " notes (including senior and junior notes), which notes may be paid in such order of priority as may be designated by Lender, provided that (ai) the aggregate principal amount of such “"component” " notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “"component” " notes, (bii) the weighted average interest rate of all such “"component” " notes shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the creation of such “"component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”))" notes, (ciii) the debt service payments on all such “"component” " notes shall on the date created equal the debt service payment which was and would be due under the Loan immediately prior to the creation of such component notes notes, (it being acknowledged by Borrower that if an Event of Default occurs during iv) the term of the Loan, whether or not it is subsequently curedmaturity date, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) amortization schedule and (d) the other terms and provisions of each of the “"component” " notes shall be identical in substance and substantially similar in form to the Note and the other Loan DocumentsDocuments and (v) the original note that is replaced by such component notes shall be delivered to Borrower. Borrower shall cooperate with all reasonable requests of Lender in order to establish the “"component” " notes and shall execute and deliver such documents in compliance with this paragraph 61 as shall reasonably be required by Lender and any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to LenderLender and satisfactory to any Rating Agency, including, without limitation, the severance of security documents if requested. In the event Borrower fails to execute and deliver such documents to Lender within ten (10) Business Days following notice of such request by Lender, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents reasonably necessary to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof. Upon the execution of all such component notes created under this paragraph 61, Lender shall return or cause to be returned to Borrower the original note that was fully substituted with such component notes. It shall be an Event of Default under this Deed of Trust, the Note and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 61 after the expiration of ten (10) Business Days after notice thereof.

Component Notes. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “component” notes (including senior and junior notes), which notes may be paid in such order of priority as may be designated by Lender, provided that (a) the aggregate principal amount of such “component” notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “component” notes, (b) the weighted average interest rate of all such “component” notes shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”))notes, (c) the debt service payments on all such “component” notes shall on the date created equal the debt service payment which was and would be due under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (d) the other terms and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to the Loan Documents. Borrower shall cooperate with all reasonable requests of Lender in order to establish the “component” notes and shall execute and deliver such documents as shall reasonably be required by Lender in connection therewith, all in form and substance reasonably satisfactory to Lender, including, without limitation, the severance of security documents if requested. It shall be an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 after the expiration of ten (10) Business Days after notice thereof.

Component Notes. Lender, without Without in any way limiting Lender’s other rights hereunderunder this Agreement or any other Loan Document (including Lender’s rights under Section 9.1 and Section 11.30 hereof), Lender shall have the right, at any time and in its sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “component” new component notes (including senior and junior notes)) to replace the original note or modify the original note to reflect multiple components of the Loan, which notes may be paid in such order of priority as may be designated by Lender, provided that (a) the aggregate principal amount of such “component” component notes shall shall, on the date created, equal the outstanding principal balance of the Loan Outstanding Principal Balance immediately prior to the creation of such “component” component notes, (b) the weighted average interest rate of all such “component” component notes shall shall, on the date created created, equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loancomponent notes, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)), and (c) the scheduled debt service payments on all such “component” component notes shall shall, on the date created created, equal the scheduled debt service payment which was and would be due payments under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loannotes. Borrower, whether or not it is subsequently curedat its cost and expense, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (d) the other terms and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to the Loan Documents. Borrower shall cooperate with all reasonable requests of Lender in order to establish the “component” component notes and shall execute and deliver deliver, and cause to be executed and delivered, such documents as shall reasonably be required by Lender or any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to LenderLender and, if applicable, satisfactory to such Rating Agency (including, without limitation, the severance of security documents). Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents if requestednecessary or desirable to establish the component notes as described in this Section 11.29, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. It All reasonable out-of-pocket third party costs and expenses incurred by Borrower and Guarantor in connection with Borrower’s compliance with Section 11.29 (including, without limitation, the fees and expenses of the Rating Agencies but excluding Borrower and Guarantor’s own attorney’s fees) shall be an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 after the expiration of ten (10) Business Days after notice thereofreimbursed by Lender.

Component Notes. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “component” notes (including senior and junior notes)) in replacement of any of the Notes as evidence of the Loan, which notes may be paid in such order of priority as may be designated by Lender, provided that (ai) the aggregate principal amount of such “component” notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “component” notes, (bii) the weighted average interest rate of all such “component” notes shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”))notes, (ciii) the debt service payments on all such “component” notes shall on the date created equal the debt service payment which was and would be due under the Loan immediately prior to the creation of such component notes notes, (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (div) the other terms and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to the Loan Documents, and (v) such adjustment does not increase Borrower’s affirmative obligations or decrease Borrower’s rights under the Loan Documents or adversely affect the economic terms of the Loans, except for the effect on the weighted average interest rate that may result while an Event of Default exists from the repayment of any lower-yielding senior note or senior participation prior to the repayment of any higher-yielding junior note or junior participation. Borrower Borrower, at its cost and expense, shall cooperate with all reasonable requests of Lender in order to establish the “component” notes and shall execute and deliver such documents as shall reasonably be required by Lender and any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to LenderLender and satisfactory to any Rating Agency, including, without limitation, the severance of security documents if requested. In the event Borrower fails to execute and deliver such documents to Lender within five (5) Business Days following such request by Lender, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof; provided, however, that notwithstanding any other provision of Section 9.2 or this Section 11.29 to the contrary, Borrower shall not be required to enter into any such documents and amendments which would increase Borrower’s affirmative obligations or decrease Borrower’s rights under the Loan Documents or adversely affect the economic terms of the Loans, except for the effect on the weighted average interest rate that may result while an Event of Default exists from the repayment of any lower-yielding senior note or senior participation prior to the repayment of any higher-yielding junior note or junior participation. It shall be an Event of Default under this Agreement, the Notes, the Mortgage and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 after the expiration of 11.29 within ten (10) Business Days after of notice thereof.

Component Notes. Lender, without in any way limiting Lender’s 's other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “"component” " notes (including senior and junior notes)) in replacement of the Note as evidence of the Loan, which notes may be paid in such order of priority as may be designated by Lender, provided that (ai) the aggregate principal amount of such “"component” " notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “component” notesLoan, (bii) the weighted average interest rate of all such “"component” " notes shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)), (ciii) the debt service payments Debt Service on all such “"component” " notes shall on the date created equal the debt service payment Debt Service which was and would be due under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (div) the other terms and provisions of each of the “"component” " notes shall be identical in substance and substantially similar in form to the Loan Documents. Borrower Borrower, at its cost and expense, shall cooperate with all reasonable requests of Lender in order to establish the “"component” " notes and shall execute and deliver such documents as shall reasonably be required by Lender and any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to LenderLender and satisfactory to any Rating Agency, including, without limitation, the severance of security documents if requested. In the event Borrower fails to execute and deliver such documents to Lender within five (5) Business Days following such request by Lender, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof subject to the limitations set forth in this Section 11.29. It shall be an Event of Default under this Agreement, the Note, the Mortgage and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 after the expiration of 11.29 within ten (10) Business Days after of notice thereof. All legal fees and expenses incurred by Borrower in connection with this Section 11.29 (including costs and expenses incurred by Borrower pursuant to any requests made by Lender under Section 11.29) shall be paid by Borrower except Borrower's legal fees.

Component Notes. Lender, without in any way limiting Lender’s 's other rights hereunder, in its sole and absolute discretion, shall have the right at any time prior to or in connection with a Securitization to require Borrower to execute and deliver “"component” " notes (including senior and junior notes), which notes may be paid in such order of priority as may be designated by Lender, provided that (ai) the aggregate principal amount of such “"component” " notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “"component” " notes, (bii) the weighted average interest rate of all such “"component” " notes shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the creation of such “"component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”))" notes, (ciii) the debt service payments on all such “"component” " notes shall on the date created equal the debt service payment which was and would be due under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (div) the other terms and provisions of each of the “"component” " notes shall be identical in substance and substantially similar in form to the Loan Documents. Borrower Borrower, at Lender's cost and expense, shall cooperate with all reasonable requests of Lender in order to establish the “"component” " notes and shall execute and deliver such documents as shall reasonably be required by Lender and any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to LenderLender and satisfactory to any Rating Agency, including, without limitation, the severance of security documents if requested. It shall be an Event of Default under this Agreement, the Note, the Mortgage and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 10.22 after the expiration of ten (10) Business Days after notice thereof.

Component Notes. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “component” notes (including senior and junior notes)) in substitution for the Note, which notes may be paid in such order of priority as may be designated by Lender, provided that (a) the aggregate principal amount of such “component” notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “component” notes, (b) the weighted average interest rate of all such “component” notes shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”))notes, (c) the debt service payments on all such “component” notes shall on the date created equal the debt service payment which was and would be due under the Loan Note immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) notes, and (d) the other terms and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to the Loan Documents. Borrower shall cooperate with all reasonable requests of Lender in order to establish the “component” notes and shall execute and deliver such documents as shall reasonably be required by Lender in connection therewith, all in form and substance reasonably satisfactory to Lender, including, without limitation, the severance of security documents if requested. Lender shall pay Borrower’s reasonable expenses in connection with the execution and delivery of such “component” notes. It shall be an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 18.33 after the expiration of ten fifteen (1015) Business Days after notice thereof.

Component Notes. Lender, without in any way limiting Lender’s 's other rights hereunder, in its sole and absolute discretion, shall have the right right, at no cost or expense to Borrower, at any time prior to or in connection with a Securitization or a sale of the Loans or any portion thereof or any interest therein, to require Borrower to execute and deliver “replacement "component” " notes (including senior and junior notes), which notes may be paid in such order of priority as may be designated by Lender, or a single note replacing the existing "component" notes eliminating the "component" note structure, or to coordinate the maturity dates of the Note, provided that (ai) the aggregate principal amount of such “"component” " notes or the principal balance of such single note, as applicable, shall equal the outstanding principal balance of the Loan Loans (or applicable portion thereof) immediately prior to the creation of such “replacement "component” notes" notes or such single note, as applicable, (bii) the weighted average interest rate of all such “replacement "component” " notes or such single note, as applicable, shall on the date created equal the weighted average interest rate which was applicable to the Loan Loans immediately prior to the creation of such “replacement "component” " notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loanor such single note, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”))as applicable, (ciii) the debt service payments on all such “replacement "component” " notes or such single note, as applicable, shall on the date created equal the debt service payment payments which was and would be were due under the Loan Loans immediately prior to the creation of such replacement component notes or such single note, as applicable, (it being acknowledged by Borrower that if an Event of Default occurs during iv) the term of the Loan, whether or not it is subsequently curedmaturity date, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) amortization schedule and (d) the other terms and provisions of each of the “replacement "component” " notes or such single note, as applicable, shall be identical in substance and substantially similar in form to the note that such "component" notes or such single note, as applicable, replace and the other Loan Documents, (v) under all circumstances, Note B (or any "component" notes issued in substitution therefor) and either the BH Guaranty or the RFM Guaranty (whichever is then in effect) shall be maintained separate from Note A and as part of the Loans, and (vi) the original note that is replaced by such component notes shall be delivered to Borrower. Borrower shall cooperate with all reasonable requests of Lender in order to establish the “"component” " notes and shall execute and deliver such documents in compliance with this paragraph 61 as shall reasonably be required by Lender and any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to LenderLender and satisfactory to any Rating Agency, including, without limitation, the severance of security documents if requested. In the event Borrower fails to execute and deliver such documents to Lender within ten (10) Business Days following notice of such request by Lender, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents reasonably necessary to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof. It shall be an Event of Default under this Deed of Trust, the Note and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 61 after the expiration of ten (10) Business Days after notice thereof.

Component Notes. Lender, without Without in any way limiting Lender’s other rights hereunderunder this Agreement or any other Loan Document (including Lender’s rights under Section 9.1 and Section 11.30 hereof), Lender shall have the right, at its sole cost and expense, at any time and in its sole and absolute discretion, shall have the right at any time to require Borrower Borrower, at no reasonable out-of-pocket cost or expense to Borrower, to execute and deliver “component” new component notes (including senior and junior notes)) to replace the original note or modify the original note to reflect multiple components of the Loan, which notes may be paid in such order of priority as may be designated by Lender, provided that (a) the aggregate principal amount of such “component” component notes shall shall, on the date created, equal the outstanding principal balance of the Loan Outstanding Principal Balance immediately prior to the creation of such “component” component notes, (b) the weighted average interest rate of all such “component” component notes shall shall, on the date created created, equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loancomponent notes, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)), and (c) the scheduled debt service payments on all such “component” component notes shall shall, on the date created created, equal the scheduled debt service payment which was and would be due payments under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loannotes. Borrower, whether or not it is subsequently curedat Lender’s cost and expense, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (d) the other terms and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to the Loan Documents. Borrower shall cooperate with all reasonable requests of Lender in order to establish the “component” component notes and shall execute and deliver deliver, and cause to be executed and delivered, such documents as shall reasonably be required by Lender or, in the event of a Securitization, any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to LenderLender and, if applicable, satisfactory to such Rating Agency (including, without limitation, the severance of security documents). Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents if requested. It shall be an Event of Default if Borrower fails necessary or desirable to comply with any of establish the terms, covenants or conditions of component notes as described in this Section 18.36 after the expiration of ten 11.29, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until five (105) Business Days days after notice thereofhas been given to Borrower by Lender of Lender’s intent to exercise its rights under such power and Borrower has failed to execute such documents.

Component Notes. LenderThe Administrative Agent, on behalf of the Lenders, without in any way limiting Lenderthe Administrative Agent’s or any Xxxxxx’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require the Borrower to execute and deliver “component” notes (including which may include senior and junior notes), which notes may be paid in such order of priority as may be designated by Lenderthe Administrative Agent, on behalf of the Lenders, provided that (ai) the aggregate [LOAN AGREEMENT] Voya Loan No. 30325 principal amount of such “component” notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “component” notes, (bii) the weighted average interest rate of all such “component” notes shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”))notes, (ciii) the debt service payments on all such “component” notes shall on the date created equal the debt service payment which was and would be due under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loannotes, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (div) the other terms and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to the Loan Documents. The Borrower shall cooperate with all reasonable requests of Lender the Administrative Agent or the Lenders in order to establish the “component” notes and shall execute and deliver such documents as shall reasonably be required by Lender the Administrative Agent or the Lenders in connection therewith, all in form and substance reasonably satisfactory to Lenderthe Administrative Agent and the Lenders, including, without limitation, the severance of security documents if requested. It shall be an immediate Event of Default if the Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 after the expiration of ten (10) Business Days after notice thereof10.12.

Component Notes. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower Grantor to execute and deliver “component” notes (including senior and junior notes), which notes may be paid in such order of priority as may be designated by Lender, provided that (a) the aggregate principal amount of such “component” notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “component” notes, (b) the weighted average interest rate of all such “component” notes shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”))notes, (c) the debt service payments on all such “component” notes shall on the date created equal the debt service payment which was and would be due under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (d) the other terms and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to the Loan Documents. Borrower Grantor shall cooperate with all reasonable requests of Lender in order to establish the “component” notes and shall execute and deliver such documents as shall reasonably be required by Lender in connection therewith, all in form and substance reasonably satisfactory to Lender, including, without limitation, the severance of security documents if requested. It shall be an Event of Default if Borrower Grantor fails to comply with any of the terms, covenants or conditions of this Section 18.36 18.33 after the expiration of ten (10) Business Days after notice thereof.

Component Notes. Lender, without Without in any way limiting Lender’s 's other rights hereunderunder this Agreement or any other Loan Document (including Lender's rights under the immediately preceding paragraph), Lender shall have the right, at any time and in its sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “component” new component notes (including senior and junior notes)to replace the Note or modify the Note to reflect multiple components of or participations in the Loan, which notes may be paid in such order of priority as may be designated by Lender, provided that (a) the aggregate principal amount of such “component” component notes shall shall, on the date created, equal the outstanding principal balance of the Loan Outstanding Principal Balance immediately prior to the creation of such “component” component notes, (b) the weighted average interest rate of all such “component” component notes shall shall, on the date created created, equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loancomponent notes, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)), and (c) the scheduled debt service payments on all such “component” component notes shall shall, on the date created created, equal the scheduled debt service payment which was and would be due payments under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loannotes. Borrower, whether or not it is subsequently curedat its cost and expense, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (d) the other terms and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to the Loan Documents. Borrower shall cooperate with all reasonable requests of Lender in order to establish the “component” component notes and shall execute and deliver deliver, and cause to be executed and delivered, such documents as shall reasonably be required by Lender in connection therewith, all in form and substance reasonably satisfactory to Lender, Lender (including, without limitation, the severance of security documents). Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents if requestednecessary or desirable to establish the component notes as described in this Section 8.2, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender's intent to exercise its rights under such power. It Borrower shall be an Event of Default if Borrower fails to comply pay all costs and expenses in connection with any the creation of the terms, covenants or conditions of this Section 18.36 after the expiration of ten (10) Business Days after notice thereofcomponent notes and all requirements relating thereto.

Component Notes. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “component” notes (including senior and junior notes), which notes may be paid in such order of priority as may be designated by Lender, provided that (a) the aggregate principal amount of such “component” notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “component” notes, (b) the weighted average interest rate of all such “component” notes shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”))notes, (c) the debt service payments on all such “component” notes shall on the date created equal the debt service payment which was and would be due under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (d) the other terms and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to the Loan Documents. Borrower shall cooperate with all reasonable requests of Lender in order to establish the “component” notes and notes, shall execute and deliver such documents as shall reasonably be required by Lender in connection therewith, all in form and substance reasonably satisfactory to Lender, including, without limitation, the severance of security documents if requestedrequested and shall, upon demand, reimburse Lender for all reasonable costs and expenses incurred in connection therewith. It shall be an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 9.2 after the expiration of ten (10) Business Days after notice thereofthereof accompanied by a description of the noncompliance.

Component Notes. Lender, without in any way limiting Lender’s 's other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “"component” " notes (including senior and junior notes), which notes may be paid in such order of priority as may be designated by Lender, provided that (ai) the aggregate principal amount of such “"component” " notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “"component” " notes, (bii) the weighted average interest rate of all such “"component” " notes shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the creation of such “"component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”))" notes, (ciii) the debt service payments on all such “"component” " notes shall on the date created equal the debt service payment which was and would be due under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (div) the other terms and provisions of each of the “"component” " notes shall be identical in substance and substantially similar in form to the Loan Documents. Borrower, no cost or expense to Lender or Borrower (other than its own costs and expenses in connection with the review, execution and delivery of the component notes), shall cooperate with all reasonable requests of Lender in order to establish the “"component” " notes and shall execute and deliver such documents as shall reasonably be required by Lender and any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to LenderLender and any Rating Agency, including, without limitation, the severance of security documents if requested. In the event Borrower fails to execute and deliver such documents to Lender within 10 Business Days following written request by Lender, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof. It shall be an Event of Default under this Agreement, the Note, the Mortgage and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 11.30 after the expiration of ten (10) Business Days after written notice thereof.

Component Notes. Lender, without in any way limiting Lender’s 's other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “"component” " notes (including senior and junior notes), which notes may be paid in such order of priority as may be designated by Lender, provided that (a) the aggregate principal amount of such “"component” " notes shall equal the outstanding principal balance of the ofthe Loan immediately prior to the creation of such “"component” " notes, (b) the weighted average interest rate of all such “"component” " notes shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the creation of such “"component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”))" notes, (c) the debt service payments on all such “"component” " notes shall on the date created equal the debt service payment which was and would be due under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (d) the other terms and provisions of each of the “"component” " notes shall be identical in substance and substantially similar in form in·form to the Loan Documents. Borrower shall cooperate with all reasonable requests of Lender in order to establish the “"component” " notes and shall execute and deliver such documents as shall reasonably be required by Lender in connection therewith, all in form and substance reasonably satisfactory to Lender, including, without limitation, the severance of security documents if requested. It shall be an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 18.34 after the expiration of ten fifteen (1015) Business Days after notice thereof.

Component Notes. Lender, without Without in any way limiting Lender’s other rights hereunderunder this Agreement or any other Loan Document (including Lender’s rights under Section 9.1 and Section 11.30 hereof), Lender shall have the right, at any time and in its sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “component” new component notes (including senior and junior notes)) to replace the original note or modify the original note to reflect multiple components of the Loan, which notes may be paid in such order of priority as may be designated by Lender, provided that (a) the aggregate principal amount of such “component” component notes shall shall, on the date created, equal the outstanding principal balance of the Loan Outstanding Principal Balance immediately prior to the creation of such “component” component notes, (b) the weighted average interest rate of all such “component” component notes shall shall, on the date created created, equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loancomponent notes, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)), and (c) the scheduled debt service payments on all such “component” component notes shall shall, on the date created created, equal the scheduled debt service payment which was and would be due payments under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loannotes. Borrower, whether or not it is subsequently curedat its cost and expense, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (d) the other terms and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to the Loan Documents. Borrower shall cooperate with all reasonable requests of Lender in order to establish the “component” component notes and shall execute and deliver deliver, and cause to be executed and delivered, such documents as shall reasonably be required by Lender or any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to LenderLender and, if applicable, satisfactory to such Rating Agency (including, without limitation, the severance of security documents). Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents if requested. It shall be an Event of Default if Borrower fails necessary or desirable to comply with any of establish the terms, covenants or conditions of component notes as described in this Section 18.36 after the expiration of 11.29, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until ten (10) Business Days days after notice thereofhas been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Following the Closing Date, Lender shall reimburse Borrower for any reasonable, out-of-pocket costs and expenses actually incurred by Borrower in connection with the creation of the component notes and all requirements relating thereto.

Component Notes. Lender, without Without in any way limiting Lender’s other rights hereunderunder this Agreement or any other Loan Document (including Lender’s rights under Section 9.1 and Section 11.30 hereof), but subject to the terms and conditions set forth in Section 9.1, Lender shall have the right, at any time and in its sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “component” (i) new component notes (including senior and junior notes)) to replace the original note or modify the original note to reflect multiple components of the Loan, which notes may be paid in such order of priority as may be designated by LenderLender or (ii) an amendment to this Agreement to modify allocation of the principal balance amongst the Components and the Spread applicable to any Component, provided that (a) the aggregate principal amount of such “component” component notes shall or Components shall, on the date created, equal the outstanding principal balance of the Loan Outstanding Principal Balance immediately prior to the creation of such “component” notescomponent notes or modification of the Components, (b) the weighted average interest rate of all such “component” component notes shall or Components shall, on the date created created, equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term or modification of the LoanComponents, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)), and (c) the scheduled debt service payments on all such “component” component notes shall or Components shall, on the date created created, equal the scheduled debt service payment which was and would be due payments under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term or modification of the Loan, whether or not it is subsequently cured, Components. Subject to the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (d) the other terms and provisions of each of the “component” notes shall be identical conditions set forth in substance Section 9.1 and substantially similar in form to the Loan Documents. Borrower this Section 11.29, Borrower, at its cost and expense, shall cooperate with all reasonable requests of Lender in order to establish the “component” component notes or modify the Components and shall execute and deliver deliver, and cause to be executed and delivered, such documents as shall reasonably be required by Lender or any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to LenderLender and, if applicable, satisfactory to such Rating Agency (including, without limitation, the severance of security documents). Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents if requested. It shall be an Event of Default if Borrower fails necessary or desirable to comply with any of establish the terms, covenants or conditions of component notes as described in this Section 18.36 after the expiration of ten 11.29, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until five (105) Business Days after notice thereof.has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Following the Closing Date, all reasonable out-of-pocket third party costs and expenses incurred by Borrower, Guarantor, Manager and their respective Affiliates in connection with the creation of the component notes and all requirements relating thereto shall be paid by Borrower, provided, however, that, except with respect to any amendment to this Agreement to conform the Components, the principal allocations amongst the Components, and/or the Spread

Component Notes. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right right, at no cost or expense to Borrower, at any time prior to or in connection with a Securitization to require Borrower to execute and deliver “component” notes (including senior and junior notes), which notes may be paid in such order of priority as may be designated by Lender, provided that (ai) the aggregate principal amount of such “component” notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “component” notes, (bii) the weighted average interest rate of all such “component” notes shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”))notes, (ciii) the debt service payments on all such “component” notes shall on the date created equal the debt service payment which was and would be due under the Loan immediately prior to the creation of such component notes notes, (it being acknowledged by Borrower that if an Event of Default occurs during iv) the term of the Loan, whether or not it is subsequently curedmaturity date, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) amortization schedule and (d) the other terms and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to the Note and the other Loan DocumentsDocuments and (v) the original note that is replaced by such component notes shall be delivered to Borrower. Borrower shall cooperate with all reasonable requests of Lender in order to establish the “component” notes and shall execute and deliver such documents in compliance with this paragraph 61 as shall reasonably be required by Lender and any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to LenderLender and satisfactory to any Rating Agency, including, without limitation, the severance of security documents if requested. In the event Borrower fails to execute and deliver such documents to Lender within ten (10) Business Days following notice of such request by Lender, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents reasonably necessary to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof. Upon the execution of all such component notes created under this paragraph 61, Lender shall return or cause to be returned to Borrower the original note that was fully substituted with such component notes. It shall be an Event of Default under this Deed of Trust, the Note and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 61 after the expiration of ten (10) Business Days after notice thereof.

Component Notes. (a) Prior to the last Securitization, Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “component” notes (including senior and junior notes)) in replacement of the Note or re-size the Notes as evidence of the Loan, which notes may be paid in such order of priority as may be designated by Lender, provided that (ai) the aggregate principal amount of such “component” notes and/or resized notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “component” notes and/or re-sized notes, (bii) the weighted average interest rate of all such “component” notes and/or re-sized notes shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”))and/or re-sized notes, (ciii) the debt service payments and the amortization on all such “component” notes and/or re-sized notes shall on the date created equal the debt service payment which was and would be due under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” and/or re-sized notes may increase (i.e. the Loan may have “rate creep”)) and (div) the other terms and provisions of each of the “component” notes and/or resized notes shall be identical in substance and substantially similar in form to the Loan Documents. Subject to the next paragraph of this Section, at Borrower’s cost and expense, Borrower shall cooperate with all reasonable requests of Lender in order to establish the “component” notes and/or re-sized notes and shall execute and deliver such documents as shall reasonably be required by Lender and any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to LenderLender and satisfactory to any Rating Agency, including, without limitation, the severance of security documents if requested. In the event Borrower fails to execute and deliver such documents to Lender within five (5) Business Days following such request by Lender, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof. (b) Lender shall reimburse Borrower for all of its reasonable costs and expenses (including Borrower’s legal fees) in an amount not to exceed $5,000) incurred in connection with its cooperation with Lender pursuant to this Section 11.29, Section 9.3 and Section 9.1 (except that Lender shall have no obligation to reimburse Borrower with respect to any of the foregoing which Borrower is otherwise required to perform and/or deliver at its cost under another provision of this Agreement). (c) It shall be an Event of Default under this Agreement, the Note, the Mortgage and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 after the expiration of 11.29 within ten (10) Business Days after of notice thereof.

Component Notes. Prior to the last Securitization, Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “component” notes (including senior and junior notes)) in replacement of the Note as evidence of the Loan, which notes may be paid in such order of priority as may be designated by Lender, provided that (ai) the aggregate principal amount of such “component” notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “component” notes, (bii) the weighted average interest rate of all such “component” notes shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”))notes, (ciii) the debt service payments and the amortization on all such “component” notes shall on the date created equal the debt service payment which was and would be due under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (div) the other terms and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to the Loan Documents. Subject to the next paragraph of this Section, at Borrower’s cost and expense, Borrower shall cooperate with all reasonable requests of Lender in order to establish the “component” notes and shall execute and deliver such documents as shall reasonably be required by Lender and any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to LenderLender and satisfactory to any Rating Agency, including, without limitation, the severance of security documents if requested. In the event Borrower fails to execute and deliver such documents to Lender within five (5) Business Days following such request by Lender, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof. Lender shall reimburse Borrower for all of its reasonable costs and expenses (including Borrower’s legal fees in excess of $30,000) incurred in connection with its cooperation with Lender pursuant to this Section 11.29, Section 9.3 and Section 9.1 (except that Lender shall have no obligation to reimburse Borrower with respect to any of the foregoing which Borrower is otherwise required to perform and/or deliver at its cost under another provision of this Agreement). It shall be an Event of Default under this Agreement, the Note, the Mortgage and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 after the expiration of 11.29 within ten (10) Business Days after of notice thereof.

Component Notes. LenderAdministrative Agent, without in any way limiting LenderAdministrative Agent’s other rights hereunder, in its sole and absolute discretiondiscretion and at Administrative Agent’s sole cost and expense and, so long as no Event of Default shall be continuing hereunder, at no cost or expense to Borrowers or any Borrower Party (including without limitation to Administrative Agent’s attorneys’ fees for review of any documentation, all of which shall be at the sole cost and expense of Administrative Agent), shall have the right at CONA – Healthcare Trust, Inc. 92119388.8 any time to require Borrower Borrowers to execute and deliver “component” notes (including senior and junior notes)) in replacement of the Notes as evidence of the Loan, which notes may be paid in such order of priority as may be designated by LenderAdministrative Agent, provided that (ai) the aggregate principal amount of such “component” notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “component” notes, plus any committed but unfunded Loan proceeds (bii) the weighted average interest rate of all such “component” notes shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”))notes, (ciii) the debt service payments on all such “component” notes shall on the date created equal the debt service payment which was and would be due under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (div) the other terms and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to the Loan Documents. Borrower Borrowers, at their cost and expense, shall cooperate with all reasonable requests of Lender Administrative Agent in order to establish the “component” notes and shall execute and deliver such documents as shall reasonably be required by Lender Administrative Agent in connection therewith, all in form and substance reasonably satisfactory to LenderAdministrative Agent, including, without limitation, the severance of security documents if requested. It shall be an Event of Default if Borrower fails In the event Borrowers fail to comply with any of the terms, covenants or conditions of this Section 18.36 after the expiration of execute and deliver such documents to Administrative Agent within ten (10) Business Days after notice following such request by Administrative Agent, Borrowers hereby absolutely and irrevocably appoint Administrative Agent as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents necessary or desirable to effect such transactions, Borrowers ratifying all that such attorney shall do by virtue thereof.

Component Notes. Lender, without in any way limiting Lender’s 's other rights hereunder, in its sole and absolute discretion, shall have the right at any time prior to or in connection with a Securitization to require Borrower to execute and deliver “"component” " notes (including senior and junior notes), which notes may be paid in such order of priority as may be designated by Lender, provided that (ai) the aggregate principal amount of such “"component” " notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “"component” " notes, (bii) the weighted average interest rate of all such “"component” " notes shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the creation of such “"component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”))" notes, (ciii) the debt service payments on all such “"component” " notes shall on the date created equal the debt service payment which was and would be due under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (div) the other terms and provisions of each of the “"component” " notes shall be identical in substance and substantially similar in form to the Loan Documents. Borrower Borrower, at Lender's cost and expense, shall cooperate with all reasonable requests of Lender in order to establish the “"component” " notes and shall execute and deliver such documents as shall reasonably be required by Lender and any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to LenderLender and satisfactory to any Rating Agency, including, without limitation, the severance of security documents if requested. It shall be an Event of Default under this Agreement, the Note, the Pledge Agreement and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 10.22 after the expiration of ten (10) Business Days after notice thereof.

Component Notes. LenderAdministrative Agent, without in any way limiting LenderAdministrative Agent’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “component” notes (including senior and junior notes)) in replacement of the Note as evidence of the Loan, which notes may be paid in such order of priority as may be designated by LenderAdministrative Agent, provided that (ai) the aggregate principal amount of such “component” notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “component” notes, plus any Loan Commitments of each Lender not yet funded, (bii) the weighted average interest rate of all such “component” notes shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”))notes, (ciii) the debt service payments Debt Service on all such “component” notes shall on the date created equal the debt service payment Debt Service which was and would be due under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (div) the other terms and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to the Loan Documents. Borrower Borrower, at its cost and expense, shall cooperate with all reasonable requests of Lender Administrative Agent in order to establish the “component” notes and shall execute and deliver such documents as shall reasonably be required by Lender Administrative Agent in connection therewith, all in form and substance reasonably satisfactory to LenderAdministrative Agent, including, without limitation, including the severance of security documents if requested. It shall be an Event of Default if If Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 after the expiration of ten execute and deliver such documents to Administrative Agent within five (105) Business Days after notice following such request by Administrative Agent, Borrower hereby absolutely and irrevocably appoints Administrative Agent as their true and lawful attorney, coupled with an interest, in its name and LOAN AGREEMENT – Page 97[Summit Pxxxxxxxxx] sxxxx to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof.

Component Notes. Lender, without Without in any way limiting Lender’s other rights hereunderunder this Agreement or any other Loan Document (including Lender’s rights under Section 9.1 and Section 11.30 hereof), but subject to the terms and conditions set forth in Section 9.1, Lender shall have the right, at any time and in its sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “component” new component notes (including senior and junior notes)) to replace the original note or modify the original note to reflect multiple components of the Loan, which notes may be paid in such order of priority as may be designated by Lender, provided that (a) the aggregate principal amount of such “component” component notes shall or shall, on the date created, equal the outstanding principal balance of the Loan Outstanding Principal Balance immediately prior to the creation of such “component” component notes, (b) the weighted average interest rate of all such “component” component notes shall shall, on the date created created, equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loancomponent notes, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)), and (c) the scheduled debt service payments on all such “component” component notes shall shall, on the date created created, equal the scheduled debt service payment which was and would be due payments under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during notes. Subject to the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (d) the other terms and provisions of each of the “component” notes shall be identical conditions set forth in substance Section 9.1 and substantially similar in form to the Loan Documents. Borrower this Section 11.29, Borrower, at its cost and expense, shall cooperate with all reasonable requests of Lender in order to establish the “component” component notes and shall execute and deliver deliver, and cause to be executed and delivered, such documents as shall reasonably be required by Lender or any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to LenderLender and, if applicable, satisfactory to such Rating Agency (including, without limitation, the severance of security documents). Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents if requested. It shall be an Event of Default if Borrower fails necessary or desirable to comply with any of establish the terms, covenants or conditions of component notes as described in this Section 18.36 after the expiration of ten 11.29, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until five (105) Business Days after notice thereofhas been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Following the Closing Date, all reasonable out-of-pocket third party costs and expenses incurred by Borrower, Guarantor, Manager and their respective Affiliates in connection with the creation of the component notes and all requirements relating thereto shall be paid by Lender.

Component Notes. Lender, without Without in any way limiting Lender’s other rights hereunderunder this Agreement or any other Loan Document (including Lender’s rights under Section 9.1 and Section 11.30 hereof), Lender shall have the right, at any time and in its sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “component” new component notes (including senior and junior notes)) to replace the original note or modify the original note to reflect multiple components of the Loan, which notes may be paid in such order of priority as may be designated by Lender, provided that (a) the aggregate principal amount of such “component” component notes shall shall, on the date created, equal the outstanding principal balance of the Loan Outstanding Principal Balance immediately prior to the creation of such “component” component notes, (b) the weighted average interest rate of all such “component” component notes shall shall, on the date created created, equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loancomponent notes, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)), and (c) the scheduled debt service payments on all such “component” component notes shall shall, on the date created created, equal the scheduled debt service payment which was and would be due payments under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loannotes. Borrower, whether or not it is subsequently curedat its cost and expense, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (d) the other terms and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to the Loan Documents. Borrower shall cooperate with all reasonable requests of Lender in order to establish the “component” component notes and shall execute and deliver deliver, and cause to be executed and delivered, such documents as shall reasonably be required by Lender or any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to LenderLender and, if applicable, satisfactory to such Rating Agency (including, without limitation, the severance of security documents). Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents if requestednecessary or desirable to establish the component notes as described in this Section 11.29, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. It Lender shall be an Event of Default if Borrower fails to comply pay all costs and expenses in connection with any the creation of the terms, covenants or conditions of this Section 18.36 after the expiration of ten (10) Business Days after notice thereofcomponent notes and all requirements relating thereto.

Component Notes. Lender, without Without in any way limiting Lender’s 's other rights hereunderunder this Agreement or any other Loan Document (including Lender's rights under Section 9.1 and Section 11.30 hereof), Lender shall have the right, at any time and in its sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “component” new component notes (including senior and junior notes)) to replace the original note or modify the original note to reflect multiple components of the Loan, which notes may be paid in such order of priority as may be designated by Lender, provided that (a) the aggregate principal amount of such “component” component notes shall shall, on the date created, equal the outstanding principal balance of the Loan Outstanding Principal Balance immediately prior to the creation of such “component” component notes, (b) the weighted average interest rate of all such “component” component notes shall shall, on the date created created, equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”))component notes, (c) the scheduled debt service payments on all such “component” component notes shall shall, on the date created created, equal the scheduled debt service payment which was and would be due payments under the Loan immediately prior to the creation of such component notes notes, and (it being acknowledged by d) Borrower shall not be required, in the aggregate, to materially decrease its rights or materially increase its obligations with respect to the Loan (except that the weighted average interest rate may subsequently change due to involuntary prepayments due to the application of Proceeds or an Award following a Casualty or Condemnation or if an Event of Default occurs during the term of the Loan, whether shall occur or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”otherwise pursuant to a prepayment under Section 5.3.2(i)) and (d) the other terms and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to the Loan Documents). Borrower shall cooperate with all reasonable requests of Lender in order to establish the “component” component notes and shall execute and deliver deliver, and cause to be executed and delivered, such documents as shall reasonably be required by Lender or any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to LenderLender and, if applicable, satisfactory to such Rating Agency (including, without limitation, the severance of security documents). Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents if requestednecessary or desirable to establish the component notes as described in this Section 11.29, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender's intent to exercise its rights under such power. It Lender shall reimburse Borrower for all reasonable out-of-pocket third party costs and expenses actually incurred by Borrower, Guarantor, Manager and their respective Affiliates subsequent to the Closing Date in connection with the creation of the component notes and all requirements relating thereto, and Borrower shall not be an Event of Default if Borrower fails to comply with responsible for any of Lender's costs incurred in connection with the terms, covenants or conditions creation of this Section 18.36 after the expiration of ten (10) Business Days after notice thereofcomponent notes and all requirements relating thereto.

Component Notes. LenderAdministrative Agent, without in any way limiting LenderAdministrative Agent’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “component” notes (including senior and junior notes)) in replacement of the Notes as evidence of the Loan, which notes may be paid in such order of priority as may be designated by LenderAdministrative Agent, provided that (ai) the aggregate principal amount of such “component” notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “component” notes, plus any committed but unfunded Loan proceeds, (bii) the weighted average interest rate of all such “component” notes shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”))notes, (ciii) the debt service payments Debt Service on all such “component” notes shall on the date created equal the debt service payment Debt Service which was and would be due under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (div) the other terms and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to the Loan Credit Documents. Borrower Borrower, at its cost and expense, shall cooperate with all reasonable requests of Lender Administrative Agent in order to establish the “component” notes and shall execute and deliver such documents as shall reasonably be required by Lender Administrative Agent in connection therewith, all in form and substance reasonably satisfactory to LenderAdministrative Agent, including, without limitation, including the severance of security documents if requested. It shall be an Event of Default if If Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 after the expiration of ten execute and deliver such documents to Administrative Agent within five (105) Business Days after notice following such request by Administrative Agent, Borrower hereby absolutely and irrevocably appoints Administrative Agent as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof.

Component Notes. Lender, without Without in any way limiting Lender’s other rights hereunderunder this Agreement or any other Loan Document (including Lender’s rights under Section 9.1 and Section 11.30 hereof), Lender shall have the right, at any time and in its sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “component” new component notes (including senior and junior notes)) to replace the original note or modify the original note to reflect multiple components of the Loan, which notes may be paid in such order of priority as may be designated by Lender, provided that (a) the aggregate principal amount of such “component” component notes shall shall, on the date created, equal the outstanding principal balance of the Loan Outstanding Principal Balance immediately prior to the creation of such “component” component notes, (b) the weighted average interest rate of all such “component” component notes shall shall, on the date created created, equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”))component notes, (c) the scheduled debt service payments on all such “component” component notes shall shall, on the date created created, equal the scheduled debt service payment which was and would be due payments under the Loan immediately prior to the creation of such component notes notes, and (it being acknowledged by d) Borrower shall not be required, in the aggregate, to materially decrease its rights or materially increase its obligations with respect to the Loan (except that the weighted average interest rate may subsequently change due to involuntary prepayments due to the application of Proceeds or an Award following a Casualty or Condemnation or if an Event of Default occurs during the term of the Loan, whether shall occur or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”otherwise pursuant to a prepayment under Section 5.3.2(i)) and (d) the other terms and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to the Loan Documents). Borrower shall cooperate with all reasonable requests of Lender in order to establish the “component” component notes and shall execute and deliver deliver, and cause to be executed and delivered, such documents as shall reasonably be required by Lender or any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to LenderLender and, if applicable, satisfactory to such Rating Agency (including, without limitation, the severance of security documents). Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents if requestednecessary or desirable to establish the component notes as described in this Section 11.29, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. It Lender shall reimburse Borrower for all reasonable out-of-pocket third party costs and expenses actually incurred by Borrower, Guarantor, Manager and their respective Affiliates subsequent to the Closing Date in connection with the creation of the component notes and all requirements relating thereto, and Borrower shall not be an Event of Default if Borrower fails to comply with responsible for any of Lender’s costs incurred in connection with the terms, covenants or conditions creation of this Section 18.36 after the expiration of ten (10) Business Days after notice thereofcomponent notes and all requirements relating thereto.

Component Notes. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “component” notes (including senior and junior notes)) in replacement of the Note as evidence of the Loan, which notes may be paid in such order of priority as may be designated by Lender, provided that (ai) the aggregate principal amount of such “component” notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “component” notesLoan, (bii) the weighted average interest rate of all such “component” notes shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)), (ciii) the debt service payments Debt Service on all such “component” notes shall on the date created equal the debt service payment Debt Service which was and would be due under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (div) the other terms and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to the Loan Documents. Borrower Borrower, at its cost and expense, shall cooperate with all reasonable requests of Lender in order to establish the “component” notes and shall execute and deliver such documents as shall reasonably be required by Lender and any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to LenderLender and satisfactory to any Rating Agency, including, without limitation, the severance of security documents if requested. In the event Borrower fails to execute and deliver such documents to Lender within five (5) Business Days following such request by Lender, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof subject to the limitations set forth in this Section 11.29. It shall be an Event of Default under this Agreement, the Note, the Mortgage and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 after the expiration of 11.29 within ten (10) Business Days after of notice thereof. All legal fees and expenses incurred by Borrower in connection with this Section 11.29 (including costs and expenses incurred by Borrower pursuant to any requests made by Lender under Section 11.29) shall be paid by Borrower except Borrower’s legal fees.

Component Notes. (a) Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “component” notes (including senior and junior notes), which notes notes, subject to the provisions hereof, may be paid in such order of priority as may be designated by Lender; provided that, provided that (ai) the aggregate principal amount of such “component” notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “component” notes, (bii) the weighted average interest rate spread of all such “component” notes shall on the date created equal the weighted average interest rate spread which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if other than during the continuance of an Event of Default occurs during due to the term application of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)a principal payment), (ciii) the aggregate of the debt service payments on all such “component” notes shall on the date created equal the debt service payment which was and would be due under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (div) the other terms and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to the Loan Documents. Except during the continuance of an Event of Default, all amounts applied to repayment of principal hereunder shall be applied pro rata and pari passu against the portions of the Debt evidenced by the various “component” notes. Borrower shall cooperate with all reasonable requests of Lender in order to establish the “component” notes and shall execute and deliver such documents as shall reasonably be required by Lender and any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to LenderLender and satisfactory to any Rating Agency, including, without limitation, provided that such documents are in form and substance substantially similar to the Loan Documents including the severance of security documents if requested. It shall be an Event of Default if In the event Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 after the expiration of execute and deliver such documents to Lender within ten (10) Business Days after notice days following such request by Lender, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all such documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof. Upon issuance of the “component” notes, the original Note(s) shall be returned to Borrower.

Component Notes. (a) Lender, without in any way limiting Lender’s 's other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “"component” " notes (including senior and junior notes), which notes notes, subject to the provisions hereof, may be paid in such order of priority as may be designated by Lender; provided that, provided that (ai) the aggregate principal amount of such “"component” " notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “"component” " notes, (bii) the weighted average interest rate spread of all such “"component” " notes shall on the date created equal the weighted average interest rate spread which was applicable to the Loan immediately prior to the creation of such “"component” " notes (it being acknowledged by Borrower that if other than during the continuance of an Event of Default occurs during due to the term application of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)a principal payment), (ciii) the aggregate of the debt service payments on all such “"component” " notes shall on the date created equal the debt service payment which was and would be due under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (div) the other terms and provisions of each of the “"component” " notes shall be identical in substance and substantially similar in form to the Loan Documents. Except during the continuance of an Event of Default, all amounts applied to repayment of principal hereunder shall be applied pro rata and pari passu against the portions of the Debt evidenced by the various "component" notes. Borrower shall cooperate with all reasonable requests of Lender in order to establish the “"component” " notes and shall execute and deliver such documents as shall reasonably be required by Lender and any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to LenderLender and satisfactory to any Rating Agency, including, without limitation, provided that such documents are in form and substance substantially similar to the Loan Documents including the severance of security documents if requested. In the event Borrower fails to execute and deliver such documents to Lender within ten (10) days following such request by Lender, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all such documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof. Upon issuance of the "component" notes, the original Note(s) shall be returned to Borrower. (b) With respect to (i) the period prior to and including the Closing Date, Borrower, and (ii) the period subsequent to the Closing Date, Lender, shall be responsible for all costs and expenses incurred by Borrower and Lender in connection with Borrower's complying with its obligations under this Section 9.5 (including legal fees and costs incurred by Borrower and Lender). (c) It shall be an Event of Default under this Agreement, the Note and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 9.5 after the expiration of thirty (30) days notice thereof or such shorter period of time as may be requested by Lender due to Lender's then current anticipated schedule of any sale, assignment or participation of the Loan (which shorter period of time shall in no event be less than ten (10) Business Days after days), which notice thereofshall contain all documentation Borrower is being asked to execute and deliver.

Component Notes. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “component” notes (including senior and junior notes), which notes may be paid in such order of priority as may be designated by Lender, provided that (ai) the aggregate principal amount of such “component” notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “component” notes, (bii) the weighted average interest rate of all such “component” notes shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”))Applicable Interest Rate, (ciii) the debt service payments on all such “component” notes shall on the date created equal the debt service payment which was and would be due under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (div) the other terms and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to the Loan Documents. Subject to the provisions of Section 9.1.4, Borrower shall cooperate with all reasonable requests of Lender in order to establish the “component” notes and shall execute and deliver such documents as shall reasonably be required by Lender and any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to LenderLender and satisfactory to any Rating Agency, including, without limitation, the severance of security documents if requested. In the event Borrower fails to execute and deliver such documents to Lender within ten (10) Business Days following such request by Lender, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof. It shall be an Event of Default under this Agreement, the Note, the Mortgage and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 9.4 after the expiration of ten fifteen (1015) Business Days after notice thereof.

Component Notes. Lender, without in any way limiting Lender’s 's other rights hereunder, in its sole and absolute discretion, shall have the right right, at no cost or expense to Borrower, at any time prior to or in connection with a Securitization or a sale of the Loans or any portion thereof or any interest therein, to require Borrower to execute and deliver “replacement "component” " notes (including senior and junior notes), which notes may be paid in such order of priority as may be designated by Lender, or a single note replacing the existing "component" notes eliminating the "component" note structure, or to coordinate the maturity dates of the Note, provided that (ai) the aggregate principal amount of such “"component” " notes or the principal balance of such single note, as applicable, shall equal the outstanding principal balance of the Loan Loans (or applicable portion thereof) immediately prior to the creation of such “replacement "component” notes" notes or such single note, as applicable, (bii) the weighted average interest rate of all such “replacement "component” " notes or such single note, as applicable, shall on the date created equal the weighted average interest rate which was applicable to the Loan Loans immediately prior to the creation of such “replacement "component” " notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loanor such single note, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”))as applicable, (ciii) the debt service payments on all such “replacement "component” " notes or such single note, as applicable, shall on the date created equal the debt service payment payments which was and would be were due under the Loan Loans immediately prior to the creation of such replacement component notes or such single note, as applicable, (it being acknowledged by Borrower that if an Event of Default occurs during iv) the term of the Loan, whether or not it is subsequently curedmaturity date, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) amortization schedule and (d) the other terms and provisions of each of the “replacement "component” " notes or such single note, as applicable, shall be identical in substance and substantially similar in form to the note that such "component" notes or such single note, as applicable, replace and the other Loan Documents, (v) under all circumstances, Note B (or any "component" notes issued in substitution therefor) and either the BH Guaranty or the RFM Guaranty (whichever is then in effect) shall be maintained separate from Note A and as part of the Loans, and (vi) the original note that is replaced by such component notes shall be delivered to Borrower. Borrower shall cooperate with all reasonable requests of Lender in order to establish the “"component” " notes and shall execute and deliver such documents in compliance with this paragraph 61 as shall reasonably be required by Lender and any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to LenderLender and satisfactory to any Rating Agency, including, without limitation, the severance of security documents if requested. In the event Borrower fails to execute and deliver such documents to Lender within ten (10) Business Days following notice of such request by Lender, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents reasonably necessary to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof. It shall be an Event of Default under this Deed of Trust, the Note and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 61 after the expiration of ten often (10) Business Days after notice thereof.

Component Notes. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to execute and deliver “component” notes (including which may include senior and junior notes), which notes may be paid in such order of priority as may be designated by Lender, provided that (a) the aggregate principal amount of such “component” notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “component” notes, (b) the weighted average interest rate of all such “component” notes shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”))notes, (c) the debt service payments on all such “component” notes shall on the date created equal the debt service payment which was and would be due under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (d) the other terms and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to the Loan Documents. Borrower shall cooperate with all reasonable requests of Lender in order to establish the “component” notes and shall execute and deliver such documents as shall reasonably be required by Lender in connection therewith, all in form and substance reasonably satisfactory to Lender, including, without limitation, the severance of security documents if requested. It shall be an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.36 8.25 after the expiration of ten (10) Business Days after notice thereof.

Component Notes. LenderAdministrative Agent, without in any way limiting LenderAdministrative Agent’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower Borrowers to execute and deliver “component” notes (including senior and junior notes)) in replacement of the Note as evidence of the Loan, which notes may be paid in such order of priority as may be designated by LenderAdministrative Agent, provided that (ai) the aggregate principal amount of such “component” notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “component” notes, plus any Loan Commitments of each Lender not yet funded, (bii) the weighted average interest rate of all such “component” notes shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the creation of such “component” notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”))notes, (ciii) the debt service payments Debt Service on all such “component” notes shall on the date created equal the debt service payment Debt Service which was and would be due under the Loan immediately prior to the creation of such component notes (it being acknowledged by Borrower that if an Event of Default occurs during the term of the Loan, whether or not it is subsequently cured, the weighted average interest rates of the “component” notes may increase (i.e. the Loan may have “rate creep”)) and (div) the other terms and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to the Loan Documents. Borrower Borrowers, at their cost and expense, shall cooperate with all reasonable requests of Lender Administrative Agent in order to establish the “component” notes and shall execute and deliver such documents as shall reasonably be required by Lender Administrative Agent in connection therewith, all in form and substance reasonably satisfactory to LenderAdministrative Agent, including, without limitation, the severance of security documents if requested. It shall be an Event of Default if Borrower fails In the event Borrowers fail to comply with any of the terms, covenants or conditions of this Section 18.36 after the expiration of ten execute and deliver such documents to Administrative Agent within five (105) Business Days after notice following such request by Administrative Agent, Borrowers hereby absolutely and irrevocably appoint Administrative Agent as their true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrowers ratifying all that such attorney shall do by virtue thereof.