Common use of General; Borrower Cooperation Clause in Contracts

General; Borrower Cooperation. Lender shall have the right at any time and from time to time (i) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (ii) to sell participation interests in the Loan to one or more investors (iii) to cause the Loan to be split into two or more separate loans or (iv) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note and the Security Documents (each such sale, assignment, participation and/or securitization is referred to herein as a “Secondary Market Transaction”). In connection with any Secondary Market Transaction, Borrower shall use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (a) to (i) provide such financial and other information with respect to the Property, the Collateral, Borrower, Owner and their Affiliates, Manager and any tenants of the Property, (ii) provide business plans and budgets relating to the Property and (iii) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time to time by Lender or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to this paragraph (a) being called the “Provided Information”), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (b) cause counsel to render opinions as to non-consolidation and any other opinion customary in securitization transactions with respect to the Collateral, the Property, Borrower, Owner and their Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Collateral, the Property, Borrower, Owner and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower, Sole Member and Owner from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower’s organizational documents, as may be requested by Lender or the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in a material economic change in the transaction; provided that notwithstanding anything to the contrary in this Section 9.1.1, Borrower shall not be required to (i) incur any out-of-pocket expense in connection with the Secondary Market Transaction unless Lender agrees to pay for such out-of-pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread or the state maturity of the Loan), (ii) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (iii) take any actions that would impose a significant burden on Borrower. Borrower’s cooperation obligations set forth herein shall continue until the Loan has been paid in full.

General; Borrower Cooperation. Lender shall have the right at any time and from time to time (i) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (ii) to sell participation interests in the Loan to one or more investors (iii) to cause the Loan to be split into two or more separate loans or (iv) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note and the Security Documents Mortgage (each such sale, assignment, participation and/or securitization is referred to herein as a “Secondary Market Transaction”). In connection with any Secondary Market Transaction, Borrower shall use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (a) to (i) to provide such financial and other information with respect to the Property, the Collateral, Borrower, Owner Borrower and their its Affiliates, Manager and any tenants of the Property, (ii) provide business plans and budgets relating to the Property and (iii) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time to time by Lender or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to this paragraph (a) being called the “Provided Information”), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (b) cause counsel to render opinions as to non-consolidation and any other opinion customary in securitization transactions with respect to the Collateral, the Property, Borrower, Owner Borrower and their its Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Collateral, the Property, Borrower, Owner Borrower and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower, Borrower and Sole Member and Owner from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower’s organizational documents, as may be requested by Lender or the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in a material economic change in the transaction; provided that notwithstanding anything to the contrary in this Section 9.1.1, 9.1.1 Borrower shall not be required to (iA) incur any out-of-pocket expense in connection with the Secondary Market Transaction unless Lender agrees to pay for such out-of-out of pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread interest rate or the state stated maturity of the Loan), (iiB) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (iiiC) take any actions that would impose a significant burden on Borrower. Borrower’s cooperation obligations set forth herein shall continue until the Loan has been paid in full.

General; Borrower Cooperation. Lender shall have the right at any time and from time to time (i) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (ii) to sell participation interests in the Loan to one or more investors or (iii) to cause the Loan to be split into two or more separate loans or (iv) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “Securities”"SECURITIES") secured by or evidencing ownership interests in the Note and the Security Documents Mortgage (each such sale, assignment, participation and/or securitization is referred to herein as a “Secondary Market Transaction”"SECONDARY MARKET TRANSACTION"). In connection with any Secondary Market Transaction, Borrower Borrowers shall use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (a) to (i) provide such financial and other information with respect to the Property, the Collateral, Borrower, Owner Borrowers and their Affiliates, Manager and any tenants of the Property, (ii) provide business plans and budgets relating to the Property and (iii) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time to time by Lender or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to clauses (i) and (ii) of this paragraph (a) being called the “Provided Information”"PROVIDED INFORMATION"), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (b) at Borrowers' expense, cause counsel to render opinions as to non-consolidation (which may be an update of an existing non-consolidation opinion) and any other opinion customary in securitization transactions with respect to the Collateral, the Property, Borrower, Owner Borrowers and their Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Collateral, the Property, Borrower, Owner Borrowers and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower, Sole Member and Owner Borrowers from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower’s Borrowers' organizational documents, as may be requested by Lender or the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in a material economic change in the transaction; provided that notwithstanding anything changes to the contrary in this Section 9.1.1, Borrower shall not be required Loan terms adverse to (i) Borrowers or require Borrowers to incur any out-of-pocket expense in connection with the Secondary Market Transaction unless Lender agrees to pay for such out-of-pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread or the state maturity of the Loan), (ii) agree to a modification of any Loan Document that would have a material impact upon the rights, additional liabilities, or responsibilities of Borrower, or (iii) take any actions that would impose a significant burden on Borrower. Borrower’s Borrowers' cooperation obligations set forth herein shall continue until the Loan has been paid in full.

General; Borrower Cooperation. Lender shall have the right at any time and from time to time (i) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (ii) to sell participation interests in the Loan to one or more investors or (iii) to cause the Loan to be split into two or more separate loans or (iv) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “Securities”"SECURITIES") secured by or evidencing ownership interests in the Note and the Security Documents Mortgage (each such sale, assignment, participation and/or securitization is referred to herein as a “Secondary Market Transaction”"SECONDARY MARKET TRANSACTION"). In connection with any Secondary Market Transaction, Borrower shall use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (a) to (i) provide such financial and other information with respect to the Property, the Collateral, Borrower, Owner Borrower and their Affiliates, Manager and any tenants of the Property, (ii) provide business plans and budgets relating to the Property and (iii) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time to time by Lender or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to clauses (i) and (ii) of this paragraph (a) being called the “Provided Information”"PROVIDED INFORMATION"), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (b) at Borrower's expense, cause counsel to render opinions as to non-consolidation (which may be an update of an existing non-consolidation opinion) and any other opinion customary in securitization transactions with respect to the Collateral, the Property, Borrower, Owner Borrower and their Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Collateral, the Property, Borrower, Owner Borrower and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower, Sole Member and Owner Borrower from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower’s 's organizational documents, as may be requested by Lender or the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in a material economic change in the transaction; provided that notwithstanding anything changes to the contrary in this Section 9.1.1, Loan terms adverse to Borrower shall not be required or require Borrower to (i) incur any out-of-pocket expense in connection with the Secondary Market Transaction unless Lender agrees to pay for such out-of-pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread or the state maturity of the Loan), (ii) agree to a modification of any Loan Document that would have a material impact upon the rights, additional liabilities, or responsibilities of Borrower, or (iii) take any actions that would impose a significant burden on Borrower. Borrower’s 's cooperation obligations set forth herein shall continue until the Loan has been paid in full.

General; Borrower Cooperation. Lender shall have the right at any time and from time to time (i) to sell or otherwise transfer the Fixed Rate Loan or any portion thereof or the Floating Rate Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (ii) to sell participation interests in the Fixed Rate Loan or the Floating Rate Loan to one or more investors or (iii) to cause the Loan to be split into two or more separate loans or (iv) to securitize the Fixed Rate Loan (or any portion thereof thereof) or the Floating Rate Loan (or any portion thereof) in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note either (or both) Note(s) and the Security Documents Mortgage (each such sale, assignment, participation and/or securitization is referred to herein as a “Secondary Market Transaction” and the transactions referred to in this subsection (iii) shall be referred to herein as a “Securitization”). In connection with any Secondary Market Transaction, Borrower shall shall, at Borrower’s reasonable expense, use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (a) to (i) to provide such financial and other information with respect to the Property, the Collateral, Borrower, Owner Borrower and their its Affiliates, Manager and any tenants of the Property, (ii) provide business plans and budgets relating to the Property and (iii) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time to time by Lender or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to this paragraph (a) being called the “Provided Information”), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (b) at Borrower’s expense, cause counsel to render opinions as to non-consolidation and any other opinion customary in securitization transactions with (other than a non-consolidation opinion, which shall be obtained by Lender, at Lender’s expense)with respect to the Collateral, the Property, Borrower, Owner Borrower and their its Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Collateral, the Property, Borrower, Owner Borrower and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower, Borrower and Sole Member and Owner from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower’s organizational documents, as may be requested by Lender or the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in an adverse economic change or a material increase in Borrower’s non-economic change obligations in the transaction; provided that notwithstanding anything to the contrary in this Section 9.1.1, Borrower shall not be required to (i) incur any out-of-pocket expense in connection with the Secondary Market Transaction unless Lender agrees to pay for such out-of-pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread or the state maturity of the Loan), (ii) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (iii) take any actions that would impose a significant burden on Borrower. Borrower’s cooperation obligations set forth herein shall continue until the Loan has been paid in full. Notwithstanding anything to the contrary contained in this Section 9.1.1, Borrower shall not be required to incur any out-of-pocket expenses (other than the fees and expenses of Borrower’s attorneys, accountants and consultants) in the performance of its obligations under this Section 9.1.1.

General; Borrower Cooperation. Lender shall have the right at any time and from time to time (i) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (ii) to sell participation interests in the Loan to one or more investors or (iii) to cause the Loan to be split into two or more separate loans or (iv) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note and the Security Documents Mortgage (each such sale, assignment, participation and/or securitization is referred to herein as a “Secondary Market Transaction” and the transactions referred to in this subsection (iii) shall be referred to herein as a “Securitization”). In connection with any Secondary Market Transaction, Borrower shall use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (a) to (i) to provide such financial and other information with respect to the Property, the Collateral, Borrower, Owner Borrower and their its Affiliates, Manager and any tenants of the Property, (ii) provide business plans and budgets relating to the Property and (iii) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time to time by Lender or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to this paragraph (a) being called the “Provided Information”), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (b) cause counsel to render opinions as to non-consolidation and any other opinion customary in securitization transactions with respect to the Collateral, the Property, Borrower, Owner Borrower and their its Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Collateral, the Property, Borrower, Owner Borrower and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower, Sole Member Borrower and Owner the SPE Party from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower’s organizational documents, as may be reasonably requested by Lender or the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in an adverse economic change or a material increase in Borrower’s non-economic change obligations in the transaction; provided that notwithstanding anything to the contrary in this Section 9.1.1, Borrower shall not be required to (i) incur any out-of-pocket expense in connection with the Secondary Market Transaction unless Lender agrees to pay for such out-of-pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread or the state maturity of the Loan), (ii) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (iii) take any actions that would impose a significant burden on Borrower. Borrower’s cooperation obligations set forth herein shall continue until the Loan has been paid in full. Notwithstanding anything to the contrary contained in this Section 9.1.1, Borrower shall not be required to incur any out-of-pocket expenses (other than the fees and expenses of Borrower’s attorneys, accountants and consultants) in the performance of its obligations under this Section 9.1.1.

General; Borrower Cooperation. Lender shall have the right at any time and from time to time (i) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (ii) to sell participation interests in the Loan to one or more investors or (iii) to cause the Loan to be split into two or more separate loans or (iv) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “"Securities”") secured by or evidencing ownership interests in the Note and the Security Documents Mortgage (each such sale, assignment, participation and/or securitization is referred to herein as a “"Secondary Market Transaction”Transaction ", and the transactions referred to in clause (iii) shall be referred to herein as a "Securitization"). In connection with any Secondary Market Transaction, Borrower shall shall, at Borrower's reasonable expense, use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (a) to (i) provide such financial and other information with respect to the Property, the Collateral, Borrower, Owner Borrower and their its C Affiliates, Manager and any tenants of the Property, (ii) provide business plans and budgets relating to the Property and (iii) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time to time by Lender or or, if applicable, the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to this paragraph (a) being called the “"Provided Information”"), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and and, if applicable, the Rating Agencies; (b) at Borrower's expense, cause counsel to render opinions as to non-consolidation and any other opinion customary in securitization transactions with respect to the Collateral, the Property, Borrower, Owner Borrower and their its Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and and, if applicable, the Rating Agencies; (c) make such representations and warranties as of the closing date hereof of any Secondary Market Transaction with respect to the Collateral, the Property, Borrower, Owner Borrower and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or or, if applicable, the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower, Borrower and Sole Member and Owner from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower’s 's organizational documents, as may be requested by Lender or or, if applicable, the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in a material economic change in the transaction; provided that notwithstanding anything to the contrary in this Section 9.1.1, . Borrower shall not be required to (i) incur any out-of-pocket expense pay all reasonable third party costs and expenses incurred by Lender in connection with the a Secondary Market Transaction unless Lender agrees to pay for such out-of-pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread or the state maturity of the Loan), (ii) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (iii) take any actions that would impose a significant burden on BorrowerTransaction. Borrower’s 's cooperation obligations set forth herein shall continue until the Loan has been paid in full.

General; Borrower Cooperation. Lender shall have the right at any time and from time to time (i) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (ii) to sell participation interests in the Loan to one or more investors or (iii) to cause the Loan to be split into two or more separate loans or (iv) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “Securities”"SECURITIES") secured by or evidencing ownership interests in the Note and the Security Documents Mortgage (each such sale, assignment, participation and/or securitization is referred to herein as a “Secondary Market Transaction”"SECONDARY MARKET TRANSACTION"). In connection with any Secondary Market Transaction, Borrower Borrowers shall use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (a) to (i) provide such financial and other information with respect to the Property, the Collateral, Borrower, Owner Borrowers and their Affiliates, Manager and any tenants of the Property, (ii) provide business plans and budgets relating to the Property and (iii) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time to time by Lender or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to clauses (i) and (ii) of this paragraph (a) being called the “Provided Information”"PROVIDED INFORMATION"), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (b) at Borrowers' expense, cause counsel to render opinions as to non-consolidation (which may be an update of an existing non-consolidation opinion) and any other opinion customary in securitization transactions with respect to the Collateral, the Property, Borrower, Owner Borrowers and their Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Collateral, the Property, Borrower, Owner Borrowers and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as 66 they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower, Sole Member and Owner Borrowers from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower’s Borrowers' organizational documents, as may be requested by Lender or the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in a material economic change in the transaction; provided that notwithstanding anything changes to the contrary in this Section 9.1.1, Borrower shall not be required Loan terms adverse to (i) Borrowers or require Borrowers to incur any out-of-pocket expense in connection with the Secondary Market Transaction unless Lender agrees to pay for such out-of-pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread or the state maturity of the Loan), (ii) agree to a modification of any Loan Document that would have a material impact upon the rights, additional liabilities, or responsibilities of Borrower, or (iii) take any actions that would impose a significant burden on Borrower. Borrower’s Borrowers' cooperation obligations set forth herein shall continue until the Loan has been paid in full.

General; Borrower Cooperation. Lender shall have the right at any time and from time to time (i) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (ii) to sell participation interests in the Loan to one or more investors or (iii) to cause the Loan to be split into two or more separate loans or (iv) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note and the Security Documents Mortgage (each such sale, assignment, participation and/or securitization is referred to herein as a “Secondary Market Transaction”). In connection with any Secondary Market Transaction, Borrower shall use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (a) to (i) to provide such financial and other information with respect to the Property, the Collateral, Borrower, Owner Borrower and their its Affiliates, Manager and any tenants of the Property, (ii) provide business plans and budgets relating to the Property and (iii) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time to time by Lender or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to clauses (i) and (ii) of this paragraph (a) being called the “Provided Information”), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (b) at Borrower’s expense, cause counsel to render opinions as to non-consolidation (which may be an update of an existing non-consolidation opinion) and any other opinion customary in securitization transactions with respect to the Collateral, the Property, Borrower, Owner Borrower and their its Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Collateral, the Property, Borrower, Owner Borrower and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower, Sole Member Borrower and Owner Guarantor from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower’s organizational documents, as may be requested by Lender or the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in a material economic change in the transaction; provided that notwithstanding anything changes to the contrary in this Section 9.1.1, Loan terms adverse to Borrower shall not be required or require Borrower to (i) incur any out-of-pocket expense in connection with the Secondary Market Transaction unless Lender agrees to pay for such out-of-pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread or the state maturity of the Loan), (ii) agree to a modification of any Loan Document that would have a material impact upon the rights, additional liabilities, or responsibilities of Borrower, or (iii) take any actions that would impose a significant burden on Borrower. Borrower’s cooperation obligations set forth herein shall continue until the Loan has been paid in full.

General; Borrower Cooperation. Lender shall have the right at any time and from time to time (i) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (ii) to sell participation interests in the Loan to one or more investors or (iii) to cause the Loan to be split into two or more separate loans or (iv) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note and the Security Documents Mortgages (each such sale, assignment, participation and/or securitization is referred to herein as a “Secondary Market Transaction”). In connection with any Secondary Market Transaction, Borrower shall Borrowers shall, use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (a) to (i) provide such financial and other information with respect to the PropertyProperties, the Collateral, Borrower, Owner Borrowers and their Affiliates, Manager and any tenants of the PropertyProperties, (ii) provide business plans and budgets relating to the Property Properties and (iii) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the PropertyProperties, as may be reasonably requested from time to time by Lender or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to this paragraph (a) being called the “Provided Information”), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (b) cause counsel to render opinions as to non-consolidation and any other opinion customary in securitization transactions with respect to the CollateralProperties, the Property, Borrower, Owner Borrowers and their Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the CollateralProperties, the Property, Borrower, Owner Borrowers and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower, Sole Member Borrowers and Owner each Borrower Representative from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower’s Borrowers’ organizational documents, as may be requested by Lender or the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in a material economic change in the transaction; provided that notwithstanding anything to the contrary in this Section 9.1.1, Borrower . Borrowers shall not be required to (i) incur any out-of-pocket material cost or expense in connection with the a Secondary Market Transaction unless Lender agrees to pay for such out-of-pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread or the state maturity of the Loan), (ii) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (iii) take any actions that would impose a significant burden on BorrowerTransaction. Borrower’s Borrowers’ cooperation obligations set forth herein shall continue until the Loan has been paid in full.

General; Borrower Cooperation. Lender shall have the right at any time and from time to time (i) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (ii) to sell participation interests in the Loan to one or more investors (iii) to cause the Loan to be split into two or more separate loans or (iv) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note and the Security Documents Mortgage (each such sale, assignment, participation and/or securitization is referred to herein as a “Secondary Market Transaction”). In connection with any Secondary Market Transaction, Borrower shall use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (a) to (i) to provide such financial and other information with respect to the Property, the Collateral, Borrower, Owner Borrower and their its Affiliates, Manager and any tenants of the Property, (ii) provide business plans and budgets relating to the Property and (iii) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time to time by Lender or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to this paragraph (a) being called the “Provided Information”), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (b) cause counsel to render opinions as to non-consolidation and any other opinion customary in securitization transactions with respect to the Collateral, the Property, Borrower, Owner Borrower and their its Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Collateral, the Property, Borrower, Owner Borrower and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower, Borrower and Sole Member and Owner from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower’s organizational documents, as may be requested by Lender or the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in a material economic change in the transaction; provided that notwithstanding anything to the contrary in this Section 9.1.1, 9.1.1 Borrower shall not be required to (iA) incur any out-of-pocket expense in connection with the Secondary Market Transaction unless Lender agrees to pay for such out-of-out of pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread interest rate or the state stated maturity of the Loan), (iiB) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (iiiC) take any actions that would impose a significant burden on Borrower. Borrower’s cooperation obligations set forth herein shall continue until the Loan has been paid in full.. 58

General; Borrower Cooperation. Lender shall have the right at any time and from time to time (i) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (ii) to sell participation interests in the Loan to one or more investors or (iii) to cause the Loan to be split into two or more separate loans or (iv) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “"Securities”") secured by or evidencing ownership interests in the Note and the Security Documents Mortgage (each such sale, assignment, participation and/or securitization is referred to herein as a “"Secondary Market Transaction”"). In connection with any Secondary Market Transaction, Borrower shall shall, at no material out-of-pocket expense to Borrower, use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (a) to (i) to provide such financial and other information with respect to the Property, the Collateral, Borrower, Owner Borrower and their its Affiliates, Manager and any tenants of the Property, (ii) provide business plans and budgets relating to the Property and (iii) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time to time by Lender or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to this paragraph (a) being called the “"Provided Information”"), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (b) Borrower shall, at no material out-of-pocket expense to Borrower,, cause counsel to render opinions as to non-consolidation and any other opinion customary in securitization transactions with respect to the Collateral, the Property, Borrower, Owner Borrower and their its Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Collateral, the Property, Borrower, Owner Borrower and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower, Sole Member and Owner Borrower from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower’s 's organizational documents, as may be requested by Lender or the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in a material economic change in the transaction; provided that notwithstanding anything . Except with respect to the contrary its indemnification obligations set forth in this Section 9.1.1Article 9, Borrower shall not be required require to (i) incur any material out-of-pocket expense in connection with the a Secondary Market Transaction unless Lender agrees to pay for such out-of-pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread or the state maturity of the Loan), (ii) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (iii) take any actions that would impose a significant burden on BorrowerTransaction. Borrower’s 's cooperation obligations set forth herein shall continue until the Loan has been paid in full.

General; Borrower Cooperation. Lender shall have the right at any time and from time to time (i) to sell or otherwise transfer the Tranche A Loan or any portion thereof or the Tranche B Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (ii) to sell participation interests in the Tranche A Loan or the Tranche B Loan to one or more investors or (iii) to cause the Loan to be split into two or more separate loans or (iv) to securitize the Tranche A Loan (or any portion thereof thereof) or the Tranche B Loan (or any portion thereof) in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note either (or both) Note(s) and the Security Documents Mortgage (each such sale, assignment, participation and/or securitization is referred to herein as a “Secondary Market Transaction” and the transactions referred to in this subsection (iii) shall be referred to herein as a “Securitization”). In connection with any Secondary Market Transaction, Borrower shall shall, at Borrower’s reasonable expense, use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (a) to (i) to provide such financial and other information with respect to the Property, the Collateral, Borrower, Owner Borrower and their its Affiliates, Manager and any tenants of the Property, (ii) provide business plans and budgets relating to the Property and (iii) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time to time by Lender or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to this paragraph (a) being called the “Provided Information”), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (b) at Borrower’s expense, cause counsel to render opinions as to non-consolidation and any other opinion customary in securitization transactions (other than a non-consolidation opinion, which shall be obtained by Lender, at Lender’s expense) with respect to the Collateral, the Property, Borrower, Owner Borrower and their its Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Collateral, the Property, Borrower, Owner Borrower and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower, Borrower and Sole Member and Owner from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower’s organizational documents, as may be requested by Lender or the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in an adverse economic change or a material increase in Borrower’s non-economic change obligations in the transaction; provided that notwithstanding anything to the contrary in this Section 9.1.1, Borrower shall not be required to (i) incur any out-of-pocket expense in connection with the Secondary Market Transaction unless Lender agrees to pay for such out-of-pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread or the state maturity of the Loan), (ii) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (iii) take any actions that would impose a significant burden on Borrower. Borrower’s cooperation obligations set forth herein shall continue until the Loan has been paid in full. Notwithstanding anything to the contrary contained in this Section 9.1.1, Borrower shall not be required to incur any out-of-pocket expenses (other than the fees and Table of Contents expenses of Borrower’s attorneys, accountants and consultants) in the performance of its obligations under this Section 9.1.1.

General; Borrower Cooperation. Lender shall have the right at any time and from time to time (i) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (ii) to sell participation interests in the Loan to one or more investors or (iii) to cause the Loan to be split into two or more separate loans or (iv) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “Securities”"SECURITIES") secured by or evidencing ownership interests in the Note and the Security Documents Mortgage (each such sale, assignment, participation and/or securitization is referred to herein as a “Secondary Market Transaction”"SECONDARY MARKET TRANSACTION"). In connection with any Secondary Market Transaction, Borrower shall use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (a) to (i) provide such financial and other information with respect to the Property, the Collateral, Borrower, Owner Borrower and their Affiliates, Manager and any tenants of the Property, (ii) provide business plans and budgets relating to the Property and (iii) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time to time by Lender or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to clauses (i) and (ii) of this paragraph (a) being called the “Provided Information”"PROVIDED INFORMATION"), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (b) at Borrower's expense, cause counsel to render opinions as to non-consolidation (which may be an update of an existing non-consolidation opinion) and any other opinion customary in securitization transactions with respect to the Collateral, the Property, Borrower, Owner Borrower and their Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Collateral, the Property, Borrower, Owner Borrower and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or the 77 Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower, Sole Member and Owner Borrower from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower’s 's organizational documents, as may be requested by Lender or the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in a material economic change in the transaction; provided that notwithstanding anything changes to the contrary in this Section 9.1.1, Loan terms adverse to Borrower shall not be required or require Borrower to (i) incur any out-of-pocket expense in connection with the Secondary Market Transaction unless Lender agrees to pay for such out-of-pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread or the state maturity of the Loan), (ii) agree to a modification of any Loan Document that would have a material impact upon the rights, additional liabilities, or responsibilities of Borrower, or (iii) take any actions that would impose a significant burden on Borrower. Borrower’s 's cooperation obligations set forth herein shall continue until the Loan has been paid in full.

General; Borrower Cooperation. Lender shall have the right at any time and from time to time (ia) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (iib) to sell participation interests in the Loan to one or more investors (iii) to cause the Loan to be split into two or more separate loans or (ivc) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “"Securities”") secured by or evidencing ownership interests in the Note and the Security Documents Mortgages (each such sale, assignment, participation and/or securitization is referred to herein as a “"Secondary Market Transaction”", and the transactions referred to in clause (c) shall be referred to herein as a "Securitization"). In connection with any Secondary Market Transaction, Borrower Borrowers shall use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (ai) to (iA) provide such financial and other information with respect to the PropertyProperties, the Collateral, Borrower, Owner Borrowers and their Affiliates, Guarantor, Manager and any tenants of the PropertyProperties, (iiB) provide business plans and budgets relating to the Property Properties and (iiiC) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the PropertyProperties, as may be reasonably requested from time to time by Lender or or, if applicable, the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to this paragraph clause (ai) being called the “"Provided Information”"), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and and, if applicable, the Rating Agencies; (bii) at Borrowers' expense, cause counsel to render opinions as to non-consolidation and any other opinion customary in securitization transactions with respect to the CollateralProperties, the Property, Borrower, Owner Borrowers and their Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and and, if applicable, the Rating Agencies; (ciii) make such representations and warranties as of the closing date hereof of any Secondary Market Transaction with respect to the CollateralProperties, the Property, Borrower, Owner Borrowers and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or or, if applicable, the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (div) provide current certificates of good standing and qualification with respect to Borrower, Borrowers and each Sole Member and Owner from appropriate Governmental Authorities; and (ev) execute such amendments to the Loan Documents and Borrower’s Borrowers' organizational documents, as may be requested by Lender or or, if applicable, the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection clause (ev) shall result in a material economic change in the transaction; provided that notwithstanding anything to the contrary in this Section 9.1.1, Borrower shall not be required to (i) incur any out-of-pocket expense in connection with the Secondary Market Transaction unless Lender agrees to pay for such out-of-pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread or the state maturity of the Loan), (ii) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (iii) take any actions that would impose a significant burden on Borrower. Borrower’s Borrowers' cooperation obligations set forth herein shall continue until the Loan has been paid in full.

General; Borrower Cooperation. Lender shall have the right at any time and from time to time (i) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (ii) to sell participation interests in the Loan to one or more investors or (iii) to cause the Loan to be split into two or more separate loans or (iv) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note and the Security Documents Mortgage (each such sale, assignment, participation and/or securitization is referred to herein as a “Secondary Market Transaction”). In connection with any Secondary Market Transaction, Borrower shall use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (a) to (i) provide such financial and other information with respect to the Property, the Collateral, Borrower, Owner Borrower and their Affiliates, Manager and any tenants of the Property, (ii) provide business plans and budgets relating to the Property and (iii) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time to time by Lender or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to clauses (i) and (ii) of this paragraph (a) being called the “Provided Information”), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (b) at Borrower’s expense, cause counsel to render opinions as to non-consolidation (which may be an update of an existing non-consolidation opinion) and any other opinion customary in securitization transactions with respect to the Collateral, the Property, Borrower, Owner Borrower and their Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Collateral, the Property, Borrower, Owner Borrower and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower, Sole Member and Owner Borrower from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower’s organizational documents, as may be requested by Lender or the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in a material economic change in the transaction; provided that notwithstanding anything changes to the contrary in this Section 9.1.1, Loan terms adverse to Borrower shall not be required or require Borrower to (i) incur any out-of-pocket expense in connection with the Secondary Market Transaction unless Lender agrees to pay for such out-of-pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread or the state maturity of the Loan), (ii) agree to a modification of any Loan Document that would have a material impact upon the rights, additional liabilities, or responsibilities of Borrower, or (iii) take any actions that would impose a significant burden on Borrower. Borrower’s cooperation obligations set forth herein shall continue until the Loan has been paid in full.

General; Borrower Cooperation. (a) Lender shall have the right at any time and from time to time (i) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (ii) to sell participation interests in the Loan to one or more investors or (iii) to cause the Loan to be split into two or more separate loans or (iv) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note and the Security Documents Mortgage (each such sale, assignment, participation and/or securitization is referred to herein as a “Secondary Market Transaction”, and the transactions referred to in clause (iii) shall be referred to herein as a “Securitization”). . (b) In connection with any Secondary Market Transaction, Borrower shall use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (ai) to (iA) provide such financial and other information with respect to the Property, the Collateral, Borrower, Owner Borrower and their its Affiliates, Guarantor, Manager and and, to the extent Borrower has rights or access thereto, any tenants of the Property, including, without limitation, the information set forth on Exhibit A attached hereto, (iiB) provide business plans plans, budgets and budgets rent rolls (including itemized percentages of floor area occupied and percentage of aggregate base rent for each tenant) relating to the Property and (iiiC) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time to time by Lender or or, if applicable, the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to this paragraph clause (ai) being called the “Provided Information”), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and and, if applicable, the Rating Agencies; (bii) cause counsel to render opinions as to non-consolidation and any other opinion customary in securitization transactions with respect to the Collateral, the Property, Borrower, Owner Borrower and their its Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and and, if applicable, the Rating Agencies; (ciii) make such representations and warranties updated, as of the closing date of any Secondary Market Transaction Transaction, representations and warranties with respect to the Collateral, the Property, Borrower, Owner Borrower and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or or, if applicable, the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (div) provide current certificates of good standing and qualification with respect to Borrower, Borrower and Sole Member and Owner from appropriate Governmental Authorities; and (ev) execute such amendments to the Loan Documents and Borrower’s organizational documents, as may be requested by Lender or or, if applicable, the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection sub-clause (ev) shall result in a material economic change in the transaction; provided that notwithstanding anything to transaction at any time during the contrary in this Section 9.1.1Term, Borrower shall not be required to (i) incur any out-of-pocket expense in connection with nor materially increase Borrower’s obligations nor materially decrease Borrower’s rights under the Secondary Market Transaction unless Lender agrees to pay for such out-of-pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread or the state maturity of the Loan), (ii) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (iii) take any actions that would impose a significant burden on BorrowerDocuments. Borrower’s cooperation obligations set forth herein shall continue until the Loan has been paid in full. (c) Any information requested in connection with the preparation of Disclosure Documents for a Securitization, shall be furnished to Lender within ten (10) Business Days after notice from Lender. (d) If requested by Lender, Borrower shall provide Lender, promptly, and in any event within three (3) Business Days following Lender’s request therefor, with any other or additional financial statements, or financial, statistical or operating information, as Lender shall reasonably determine to be required pursuant to Regulation S-K or Regulation S-X, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements relating to a Securitization or as shall otherwise be reasonably requested by the Lender. All other financial statements shall be certified by the chief financial officer of Borrower, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraph. (e) If requested by Lender, whether in connection with a Securitization or at any time thereafter during which the Loan and any Related Loans are included in a Securitization, Borrower shall provide Lender, promptly upon request, a list of tenants (including all affiliates of such tenants) that in the aggregate (1) occupy 10% or more (but less than 20%) of the total floor area of the improvements or represent 10% or more (but less than 20%) of aggregate base rent, and (2) occupy 20% or more of the total floor area of the improvements or represent 20% or more of aggregate base.

General; Borrower Cooperation. (a) Lender shall have the right at any time and from time to time (i) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (ii) to sell participation interests in the Loan to one or more investors or (iii) to cause the Loan to be split into two or more separate loans or (iv) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note and the Security Documents Mortgage (each such sale, assignment, participation and/or securitization is referred to herein as a “Secondary Market Transaction”). In connection with any Secondary Market Transaction, Borrower shall (and shall cause Operating Tenant to), at no cost to Borrower or Operating Tenant, use all reasonable efforts and reasonably cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (a) to (i) provide such reasonably requested, non-confidential financial and other information with respect to the Property, the Collateral, Borrower, Owner and their AffiliatesOperating Tenant, Guarantor, Manager and any tenants of the Property, (ii) provide business plans and budgets relating to the Property and (iii) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, non-invasive environmental reviews and reports, engineering reports and other non-invasive due diligence investigations of the Property, as may be reasonably requested from time to time by Lender or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to this paragraph (a) being called the “Provided Information”), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (b) cause counsel to render opinions as to non-consolidation and any other opinion customary in securitization transactions with respect to the Collateral, the Property, Borrower, Owner Borrower and their Affiliatesany Guarantor, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Collateral, the Property, Borrower, Owner and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower, Operating Tenant and Sole Member and Owner from appropriate Governmental Authorities; and (ed) execute such amendments to the Loan Documents and Borrower’s and Operating Tenant’s organizational documents, as may be requested by Lender or the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (ed) shall result in a require Borrower to amend the Principal amount, interest rate (based on the weighted average thereof), maturity dates or any other material economic change in the transaction; provided that notwithstanding anything to the contrary in this Section 9.1.1, Borrower shall not be required to (i) incur any outor non-of-pocket expense in connection with the Secondary Market Transaction unless Lender agrees to pay for such out-of-pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread or the state maturity of the Loan), (ii) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (iii) take any actions that would impose a significant burden on Borrowereconomic term. Borrower’s and Operating Tenant’s cooperation obligations set forth herein shall continue until the Loan has been paid in full. (b) Notwithstanding anything to the contrary in this Article 9 or elsewhere in the Loan Documents, neither Borrower nor Operating Tenant shall be required to incur any out-of-pocket cost or expense in connection with a Secondary Market Transaction and Lender shall pay or reimburse Borrower or Operating Tenant for any and all reasonable out of pocket costs incurred by Borrower or Operating Tenant in complying with the terms of this Article 9.

General; Borrower Cooperation. (a) Lender shall have the right at any time and from time to time (i) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (ii) to sell participation interests in the Loan to one or more investors or (iii) to cause the Loan to be split into two or more separate loans or (iv) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note and the Security Documents Mortgage (each such sale, assignment, participation and/or securitization is referred to herein as a “Secondary Market Transaction”). In connection with any Secondary Market Transaction, Borrower shall use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, ; including: (a) to (i) to provide such financial and other information with respect to the Property, the Collateral, Borrower, Owner Borrower and their its Affiliates, Manager and any tenants of the Property, (ii) provide business plans and budgets relating to the Property and (iii) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time to time by Lender or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items prepared by Borrower or its Affiliates and provided by Borrower to Lender pursuant to this paragraph (a) being called the “Borrower Provided Information”; and the items otherwise provided to Lender pursuant to this paragraph (a), together with the Borrower Provided Information, collectively, the “Provided Information”), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (b) cause counsel to render opinions as to non-consolidation and any other opinion customary in securitization transactions with respect to the Collateral, the Property, Borrower, Owner Borrower and their its Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Collateral, the Property, Borrower, Owner Borrower and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower, Sole Member and Owner Borrower from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower’s organizational documents, as may be requested by Lender or the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in a material economic change in the transaction; provided that notwithstanding anything to the contrary in this Section 9.1.1, Borrower shall not be required to (i) incur any out-of-pocket expense in connection with the Secondary Market Transaction unless Lender agrees to pay for such out-of-pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread or the state maturity of the Loan), (ii) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, Borrower or (iii) take any actions that would impose a significant burden on BorrowerGuarantor’s liabilities or obligations. Borrower’s cooperation obligations set forth herein shall continue until the Loan has been paid in full. (b) Notwithstanding anything to the contrary in this Article 9 or elsewhere in the Loan Documents, Borrower shall not be required to pay for any costs or expenses incurred in connection with a Secondary Market Transaction (other than actual out of pocket costs incurred by Borrower (including reasonable fees of Borrower’s counsel) up to $5,000).

General; Borrower Cooperation. Lender The Lenders shall have the right at any time and from time to time (i) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (ii) to sell participation interests in the Loan to one or more investors or (iii) to cause the Loan to be split into two or more separate loans or (ivA) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the "Securities") or (b) create a collateralized debt obligation (“SecuritiesCDO”) ), secured by or evidencing ownership interests in the Note and the Security Documents (each such sale, assignment, participation participation, CDO and/or securitization is referred to herein as a “"Secondary Market Transaction”"). In connection with any Secondary Market Transaction, subject to Section 10.1.9 below, Borrower shall use all reasonable efforts and cooperate fully and in good faith with Lender the Lenders and otherwise assist Lender Lenders in satisfying the market standards to which Lender Lenders customarily adheres adhere or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (a) to (i) provide such financial and other information with respect to the Property, the Collateral, Borrower, Owner each Borrower Party and their Affiliates, Manager and any tenants of the Property, (ii) provide business plans and budgets relating to the Property and (iii) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time to time by Lender the Lenders or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender the Lenders pursuant to this paragraph subsection (a) being called the “"Provided Information”"), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender the Lenders and the Rating Agencies; (b) at Borrower's expense, cause counsel to render opinions as to non-consolidation and any other opinion customary in securitization transactions with respect to the Collateral, the Property, Borrower, Owner each Borrower Party and their Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender the Lenders and the Rating Agencies; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Collateral, the Property, Borrower, Owner each Borrower Party and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender the Lenders or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower, Sole Member and Owner the Borrower Parties from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower’s 's organizational documents, as may be requested by Lender or the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in a material economic change in the transaction; provided that notwithstanding . Notwithstanding anything herein to the contrary in this Section 9.1.1contrary, Secondary Market Transaction (x) shall be undertaken at no cost or expense to Borrower other than the fees of its own counsel, (y) with respect to a sale or participation of more than fifty percent (50%) of the Debt, shall not be required effectuated prior to the earlier of (iA) incur the occurrence of an Event of Default and (B) December 31, 2012 and (z) prior the occurrence of an Event of Default, shall not be sold to any out-of-pocket expense in connection with the Secondary Market Transaction unless Lender agrees to pay for such out-of-pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread or the state maturity of the Loan), (ii) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (iii) take any actions that would impose a significant burden on Borrower. Borrower’s cooperation obligations set forth herein shall continue until the Loan has been paid in fullProhibited Transferee.

General; Borrower Cooperation. Lender shall have the right at any time and from time to time (i) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (ii) to sell participation interests in the Loan to one or more investors or (iii) to cause the Loan to be split into two or more separate loans or (iv) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note and the Security Documents Mortgage (each such sale, assignment, participation and/or securitization is referred to herein as a “Secondary Market Transaction”). In connection with any Secondary Market Transaction, Borrower shall shall, at Borrower’s reasonable expense not to exceed $15,000 (for purposes of this Section 9 only, the “Expenses Cap”), use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (a) to (i) to provide such financial and other information with respect to the Property, the Collateral, Borrower, Owner Borrower and their its Affiliates, Manager and any tenants of the PropertyProperty not otherwise delivered under the terms hereof, (ii) provide business plans and budgets relating to the Property and (iii) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time to time by Lender or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to this paragraph (a) being called the “Provided Information”), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (b) at Borrower’s expense subject to the Expense Cap, cause counsel to render opinions as to non-consolidation and any other opinion customary in securitization transactions with respect to the Collateral, the Property, Borrower, Owner Borrower and their its Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Collateral, the Property, Borrower, Owner Borrower and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower, Sole Member and Owner Borrower from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower’s organizational documents, as may be requested by Lender or the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in a material economic change in the transaction; provided that notwithstanding anything to the contrary in this Section 9.1.1, . Borrower shall not be required to (i) incur any out-of-pocket expense pay all reasonable third party costs and expenses incurred by Lender in connection with the a Secondary Market Transaction unless Lender agrees to pay for such out-of-pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread or the state maturity of the Loan), (ii) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (iii) take any actions that would impose a significant burden on BorrowerTransaction. Borrower’s cooperation obligations set forth herein shall continue until the Loan has been paid in full.

General; Borrower Cooperation. Lender shall have the right at any time and from time to time (i) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (ii) to sell participation interests in the Loan to one or more investors or (iii) to cause the Loan to be split into two or more separate loans or (iv) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note and the Security Documents Mortgage (each such sale, assignment, participation and/or securitization is referred to herein as a “Secondary Market Transaction”). In connection with any Secondary Market Transaction, Borrower shall shall, at no out-of-pocket cost to Borrower (other than the fees and expenses of Borrower’s attorneys, accountants and consultants), use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (a) to (i) provide such financial and other information with respect to the Property, the Collateral, Borrower, Owner Borrower and their its Affiliates, Manager and any tenants of the Property, (ii) provide business plans and budgets relating to the Property and (iii) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time to time by Lender Lender, prospective investors or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to this paragraph (a) being called the “Provided Information”), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (b) at Borrower’s expense, cause counsel to render updates to opinions as to non-consolidation and any other opinion customary opinions delivered in securitization transactions connection with the Loan with respect to the Collateral, the Property, Borrower, Owner Guarantor and their Affiliates, which counsel and updates to opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Collateral, the Property, Borrower, Owner Guarantor and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or prospective investors or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower, Borrower and Sole Member and Owner from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower’s organizational documents, as may be requested by Lender or the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in a material any economic change in the transaction; provided that notwithstanding anything to transaction or increase Borrower’s obligations under the contrary in this Section 9.1.1, Borrower shall not be required to (i) incur any out-of-pocket expense in connection with the Secondary Market Transaction unless Lender agrees to pay for such out-of-pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread or the state maturity of the Loan), (ii) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (iii) take any actions that would impose a significant burden on BorrowerDocuments. Borrower’s cooperation obligations set forth herein shall continue until the Loan has been paid in full.

General; Borrower Cooperation. Lender shall have the right at any time and from time to time (i) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (ii) to sell participation interests in the Loan to one or more investors or (iii) to cause the Loan to be split into two or more separate loans or (iv) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note and the Security Documents Mortgage (each such sale, assignment, participation and/or securitization is referred to herein as a “Secondary Market Transaction” and the transactions referred to in this subsection (iii) shall be referred to herein as a “Securitization”). In connection with any Secondary Market Transaction, Borrower shall use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (a) to (i) to provide such financial and other information with respect to the Property, the Collateral, Borrower, Owner Borrower and their its Affiliates, Manager and any tenants of the Property, (ii) provide business plans and budgets relating to the Property and (iii) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time to time by Lender or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to this paragraph (a) being called the “Provided Information”), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (b) cause counsel to render opinions as to non-consolidation and any other opinion customary in securitization transactions (other than a non-consolidation opinion, which shall be obtained by Lender, at Lender’s expense) with respect to the Collateral, the Property, Borrower, Owner Borrower and their its Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Collateral, the Property, Borrower, Owner Borrower and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower, Sole Member Borrower and Owner each SPE Party from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower’s organizational documents, as may be reasonably requested by Lender or the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in an adverse economic change or a material increase in Borrower’s non-economic change obligations in the transaction; provided that notwithstanding anything to the contrary in this Section 9.1.1, Borrower shall not be required to (i) incur any out-of-pocket expense in connection with the Secondary Market Transaction unless Lender agrees to pay for such out-of-pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread or the state maturity of the Loan), (ii) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (iii) take any actions that would impose a significant burden on Borrower. Borrower’s cooperation obligations set forth herein shall continue until the Loan has been paid in full. Notwithstanding anything to the contrary contained in this Section 9.1.1, Borrower shall not be required to incur any out-of-pocket expenses (other than the fees and expenses of Borrower’s attorneys, accountants and consultants) in the performance of its obligations under this Section 9.1.1.

General; Borrower Cooperation. Lender shall have the right at any time and from time to time (i) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (ii) to sell participation interests in the Loan to one or more investors or (iii) to cause the Loan to be split into two or more separate loans or (iv) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “"Securities”") secured by or evidencing ownership interests in the Note and the Security Documents Mortgages (each such sale, assignment, participation and/or securitization is referred to herein as a “"Secondary Market Transaction”"). In connection with any Secondary Market Transaction, Borrower shall Borrowers shall, use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (a) to (i) provide such financial and other information with respect to the PropertyProperties, the Collateral, Borrower, Owner Borrowers and their Affiliates, Manager and any tenants of the PropertyProperties, (ii) provide business plans and budgets relating to the Property Properties and (iii) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the PropertyProperties, as may be reasonably requested from time to time by Lender or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to this paragraph (a) being called the “"Provided Information”"), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (b) cause counsel to render opinions as to non-consolidation and any other opinion customary in securitization transactions with respect to the CollateralProperties, the Property, Borrower, Owner Borrowers and their Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the CollateralProperties, the Property, Borrower, Owner Borrowers and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower, Sole Member Borrowers and Owner each Borrower Representative from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower’s Borrowers' organizational documents, as may be requested by Lender or the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in a material economic change in the transaction; provided that notwithstanding anything to the contrary in this Section 9.1.1, Borrower . Borrowers shall not be required to (i) incur any out-of-pocket material cost or expense in connection with the a Secondary Market Transaction unless Lender agrees to pay for such out-of-pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread or the state maturity of the Loan), (ii) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (iii) take any actions that would impose a significant burden on BorrowerTransaction. Borrower’s Borrowers' cooperation obligations set forth herein shall continue until the Loan has been paid in full.

General; Borrower Cooperation. Lender shall have the right at any time and from time to time (ia) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (iib) to sell participation interests in the Loan to one or more investors (iii) to cause the Loan to be split into two or more separate loans or (ivc) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note and the Security Documents Collateral (each such sale, assignment, participation and/or securitization is referred to herein as a “Secondary Market Transaction”, and the transactions referred to in clause (c) shall be referred to herein as a “Securitization”). In connection with any Secondary Market Transaction, Borrower shall shall, use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (ai) to (iA) provide such financial and other information with respect to the Collateral, the Property, the Collateral, Borrower, Borrower and Owner and their Affiliates, Guarantor, Manager and any tenants of the Property, to the extent Borrower has rights or access thereof, (iiB) provide business plans and budgets relating to the Property and (iiiC) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time to time by Lender or or, if applicable, the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to this paragraph clause (ai) being called the “Provided Information”), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and and, if applicable, the Rating Agencies; (bii) cause counsel to render opinions as to non-consolidation and any other opinion customary in securitization transactions with respect to the Collateral, the Property, Borrower, Borrower and Owner and their Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and and, if applicable, the Rating Agencies; (ciii) make such representations and warranties as of the closing date hereof of any Secondary Market Transaction with respect to the Collateral, the Property, Borrower, Owner and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or or, if applicable, the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (div) provide current certificates of good standing and qualification with respect to Borrower, Borrower and Sole Member and Owner from appropriate Governmental Authorities; and (ev) execute such amendments to the Loan Documents and Borrower’s organizational documents, as may be requested by Lender or or, if applicable, the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection clause (ev) shall result in a material economic change in the transaction; provided that notwithstanding anything to transaction at any time during the contrary in this Section 9.1.1, Borrower shall not be required to (i) incur any out-of-pocket expense in connection with Term nor materially increase Borrower’s obligations nor decrease Borrower’s rights under the Secondary Market Transaction unless Lender agrees to pay for such out-of-pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread or the state maturity of the Loan), (ii) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (iii) take any actions that would impose a significant burden on BorrowerDocuments. Borrower’s cooperation obligations set forth herein shall continue until the Loan has been paid in full.

General; Borrower Cooperation. Lender shall have the right at any time and from time to time (i) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (ii) to sell participation interests in the Loan to one or more investors (iii) to cause the Loan to be split into two or more separate loans or (iv) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note and the Security Documents Mortgage (each such sale, assignment, participation and/or securitization is referred to herein as a “Secondary Market Transaction”). In connection with any Secondary Market Transaction, Borrower shall use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (a) to (i) to provide such financial and other information with respect to the Property, the Collateral, Borrower, Owner Borrower and their its Affiliates, Manager and any tenants of the Property, (ii) provide business plans and budgets relating to the Property and (iii) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time to time by Lender or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to this paragraph (a) being called the “Provided Information”), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (b) cause counsel to render opinions as to non-consolidation and any other opinion customary in securitization transactions with respect to the Collateral, the Property, Borrower, Owner Borrower and their its Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Collateral, the Property, Borrower, Owner and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower, Sole Member and Owner from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower’s organizational documents, as may be requested by Lender or the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in a material economic change in the transaction; provided that notwithstanding anything to the contrary in this Section 9.1.1, Market 1.1 Borrower shall not be required to (iA) incur any out-of-pocket expense in connection with the Secondary Market Transaction unless Lender agrees to pay for such out-of-out of pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread interest rate or the state stated maturity of the Loan), (iiB) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (iiiC) take any actions that would impose a significant burden on Borrower. Borrower’s cooperation obligations set forth herein shall continue until the Loan has been paid in full.

General; Borrower Cooperation. Lender shall have the right at any time and from time to time (i) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (ii) to sell participation interests in the Loan to one or more investors or (iii) to cause the Loan to be split into two or more separate loans or (iv) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note and the Security Documents Instrument (each such sale, assignment, participation and/or securitization is referred to herein as a “Secondary Market Transaction”). In connection with any Secondary Market Transaction, Borrower shall use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (a) to (i) to provide such financial and other information with respect to the Property, the Collateral, Borrower, Owner Borrower and their its Affiliates, Manager and any tenants of the Property, (ii) provide business plans and budgets relating to the Property and (iii) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time to time by Lender or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to clauses (i) and (ii) of this paragraph (a) being called the “Provided Information”), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (b) at Borrower’s expense, cause counsel to render opinions as to non-consolidation (which may be an update of an existing non-consolidation opinion) and any other opinion customary in securitization transactions with respect to the Collateral, the Property, Borrower, Owner Borrower and their its Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Collateral, the Property, Borrower, Owner Borrower and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower, Sole Member Borrower and Owner Guarantor from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower’s organizational documents, as may be requested by Lender or the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in a material economic change in the transaction; provided that notwithstanding anything changes to the contrary in this Section 9.1.1, Loan terms adverse to Borrower shall not be required or require Borrower to (i) incur any out-of-pocket expense in connection with the Secondary Market Transaction unless Lender agrees to pay for such out-of-pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread or the state maturity of the Loan), (ii) agree to a modification of any Loan Document that would have a material impact upon the rights, additional liabilities, or responsibilities of Borrower, or (iii) take any actions that would impose a significant burden on Borrower. Borrower’s cooperation obligations set forth herein shall continue until the Loan has been paid in full.

General; Borrower Cooperation. Lender shall have the right at any time and from time to time (ia) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (iib) to sell participation interests in the Loan to one or more investors (iii) to cause the Loan to be split into two or more separate loans or (ivc) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note and the Security Documents Mortgage (each such sale, assignment, participation and/or securitization is referred to herein as a “Secondary Market Transaction”, and the transactions referred to in clause (c) shall be referred to herein as a “Securitization”). In connection with any Secondary Market Transaction, Borrower shall shall, at Borrower’s reasonable expense, use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (ai) to (iA) provide such financial and other information with respect to the Property, the CollateralBorrower and its Affiliates, Borrower, Owner and their AffiliatesGuarantor, Manager and any tenants of the Property, (iiB) provide business plans and budgets relating to the Property and (iiiC) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time to time by Lender or or, if applicable, the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to this paragraph clause (ai) being called the “Provided Information”), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and and, if applicable, the Rating Agencies; (bii) at Borrower’s expense, cause counsel to render opinions as to non-consolidation and any other opinion customary in securitization transactions with respect to the Collateral, the Property, Borrower, Owner Borrower and their its Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and and, if applicable, the Rating Agencies; (ciii) make such representations and warranties as of the closing date hereof of any Secondary Market Transaction with respect to the Collateral, the Property, Borrower, Owner Borrower and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or or, if applicable, the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (div) provide current certificates of good standing and qualification with respect to Borrower, Borrower and Sole Member and Owner from appropriate Governmental Authorities; and (ev) execute such amendments to the Loan Documents and Borrower’s organizational documents, as may be requested by Lender or or, if applicable, the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection clause (ev) shall result in a material economic change in the transaction; provided that notwithstanding anything to the contrary in this Section 9.1.1, . Borrower shall not be required to (i) incur any out-of-pocket expense pay all reasonable third party costs and expenses incurred by Lender in connection with the a Secondary Market Transaction unless Lender agrees to pay for such out-of-pocket expenses as they are incurred by Borrower (including, without limitation, a change in the Spread or the state maturity of the Loan), (ii) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (iii) take any actions that would impose a significant burden on BorrowerTransaction. Borrower’s cooperation obligations set forth herein shall continue until the Loan has been paid in full. For purposes of this Section 9.1.1, the term “Affiliate” does not include the direct or indirect equity owners of Condor Guarantor or the limited partners of Supertel or the direct or indirect owners of Supertel’s limited partners.

General; Borrower Cooperation. Lender shall have the right at any time and from time to time (i) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (ii) to sell participation interests in the Loan to one or more investors or (iii) to cause the Loan to be split into two or more separate loans or (iv) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note and the Security Documents Mortgages (each such sale, assignment, participation and/or securitization is referred to herein as a “Secondary Market Transaction”). In connection with any Secondary Market Transaction, Borrower the Borrowers shall use all commercially reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any such Secondary Market Transactions, including: (a) to (i) provide such financial and other factual information to the extent in any Borrower’s possession or reasonable control with respect to the any Property, the Collateral, Borrower, Owner any Borrower and their its Affiliates, any Manager and any tenants of the any Property, (ii) provide business plans and budgets relating to the any Property and (iii) subject to the rights of tenants at the Property, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the any Property, as may be reasonably requested from time to time by Lender or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements requirements; provided that any of the foregoing shall be performed so as to not unreasonably interfere with the rights of tenants and other occupants of such Property to the use and enjoyment of such Property (the items provided to Lender pursuant to this paragraph (a) being called the “Provided Information”), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cause counsel to render opinions as to non-consolidation and any other opinion customary in securitization transactions with respect to the Collateral, the any Property, Borrower, Owner any Borrower and their its Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Collateral, the any Property, Borrower, Owner any Borrower and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including thereof provided that the same shall not be more extensive than the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower, Sole Member each Borrower and Owner each SPE Party from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and each Borrower’s organizational documents, as may be requested by Lender or the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in a any material economic change in the transaction; provided that notwithstanding anything to transaction or otherwise impose any additional obligations on any Borrower or decrease any Borrower’s right under any of the contrary in this Section 9.1.1, Borrower shall not be required to (i) incur any out-of-pocket expense in connection with the Secondary Market Transaction unless Lender agrees to pay for such out-of-pocket expenses as they are incurred by Borrower (including, without limitation, a change Loan Documents or result in the Spread or the state maturity of the Loan), (ii) agree to a modification imposition of any Loan Document that would have a material impact upon the rights, liabilities, Taxes or responsibilities of Borrower, or (iii) take Other Charges on any actions that would impose a significant burden on Borrower. Borrower’s The Borrowers’ cooperation obligations set forth herein shall continue until the Loan has been paid in full. All out-of-pocket costs and expenses incurred by the Borrowers in connection with the Borrowers’ complying with requests made under this Section 9.1.1 (including, without limitation, reasonable attorneys’ fees and the fees and expenses of the Rating Agencies) shall be paid by Lender.