Common use of LENDER'S RIGHTS Clause in Contracts

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s 's expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s 's continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. If any Damage occurs and some or all of it is covered by insurance, then (i) Lender reserves may, but is not obligated to, make proof of loss if not made promptly by Borrower and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage [notwithstanding the foregoing provisions of this subsection (b)(i), so long as no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default) has occurred and is continuing at any time during such settlement, adjustment or compromise, Lender shall provide Borrower with written notice of any settlement, adjustment or compromise of such claim made solely by Xxxxxx]; (ii) each insurance company concerned is authorized and directed to make payment directly to Lender for the Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (2) subject to Section 3.07(c) and at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not be excused in the payment thereof); (B) the cure of any default under the Documents; or (C) the Restoration. Notwithstanding the foregoing, if there shall then be no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default), Borrower shall have the right to condition settle, adjust or compromise any claim for Damage if the consent to a Prohibited Transfer requested hereunder upon total amount of such claim is less than $130,000.00 (a) a modification the “Borrower Claim Threshold”), provided, that, Borrower promptly uses the full amount of such insurance proceeds for Restoration of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, Damage and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal provides evidence thereof to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result Lender in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory manner acceptable to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by held without the payment of interest thereon. If Borrower whether receives any insurance proceeds for the Damage, Borrower shall promptly deliver the proceeds to Lender. Notwithstanding anything in this Instrument or not Lender consents at law or in equity to the Prohibited Transfer. contrary, none of the insurance proceeds paid to Lender shall not be required to demonstrate any actual impairment deemed trust funds and Lender may dispose of its security or any increased these proceeds as provided in this Section. Borrower expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, and an assumption of the Note hereof and the other Loan Documents as so modified by the proposed Prohibited TransferTransfer to reflect any change in the ownership, directly and/or indirectly, of Borrower, Pledgor, Additional Obligor, any SPE Component Entity and/or the Property, (b) receipt of payment of (x) with respect to any Prohibited Transfer request that, if granted, would result in a change of Control of Borrower, Pledgor, Additional Obligor, and/or any SPE Component Entity, a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited TransferTransfer and (y) for any other request under this Section 6.5, a transfer fee of one percent (1%) of the Allocated Loan Amount for the Individual Property(ies) that is the subject of such request, (c) receipt of written confirmation from the a Rating Agencies that Agency Confirmation with respect to the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a SecuritizationTransfer, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (Agreement, including, without limitation, the covenants in Article 6) and the other Loan Documents5, (e) receipt of a New Non-Consolidation Opinion with respect to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and and/or (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine determine, acting in its reasonable discretion good faith, to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. If any Damage occurs and some or all of it is covered by insurance, then (i) Lender reserves may, but is not obligated to, make proof of loss if not made promptly by Borrower and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage [notwithstanding the foregoing provisions of this subsection (b)(i), so long as no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default) has occurred and is continuing at any time during such settlement, adjustment or compromise, Lender shall provide Borrower with written notice of any settlement, adjustment or compromise of such claim made solely by Lender]; (ii) each insurance company concerned is authorized and directed to make payment directly to Lender for the Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (2) subject to Section 3.07(c) and at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not be excused in the payment thereof); (B) the cure of any default under the Documents; or (C) the Restoration. Notwithstanding the foregoing, if there shall then be no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default), Borrower shall have the right to condition settle, adjust or compromise any claim for Damage if the consent to a Prohibited Transfer requested hereunder upon total amount of such claim is less than $122,500.00 (a) a modification the “Borrower Claim Threshold”), provided, that, Borrower promptly uses the full amount of such insurance proceeds for Restoration of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, Damage and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal provides evidence thereof to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result Lender in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory manner acceptable to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by held without the payment of interest thereon. If Borrower whether receives any insurance proceeds for the Damage, Borrower shall promptly deliver the proceeds to Lender. Notwithstanding anything in this Instrument or not Lender consents at law or in equity to the Prohibited Transfer. contrary, none of the insurance proceeds paid to Lender shall not be required to demonstrate any actual impairment deemed trust funds and Lender may dispose of its security or any increased these proceeds as provided in this Section. Borrower expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. Without obligating Lender to grant any consent under Section 6.2 hereof which Lender may grant or withhold in its sole discretion, Lender reserves the right to condition the consent to a Prohibited Transfer requested required hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms hereof and of the LoanLoan Agreement, and the Note or the other Loan Documents; (b) an assumption of the Note Loan Agreement, the Note, this Security Instrument and the other Loan Documents as so modified by the proposed Prohibited Transfertransferee, (b) receipt subject to the provisions of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance Section 11.22 of the Loan and Agreement; (c) payment of all of Lender’s 's reasonable expenses incurred in connection with such Prohibited Transfer, transfer; (cd) receipt of written the confirmation from in writing by the applicable Rating Agencies that the Prohibited Transfer proposed transfer will not not, in and of itself, result in a downgrade, qualification or withdrawal or qualification of the initial, or or, if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with any Securitization; (e) the delivery of a Securitization, nonconsolidation opinion reflecting the proposed transfer satisfactory in form and substance to Lender; (df) the proposed transferee’s 's continued compliance with the representations and covenants set forth in this Agreement Section 3.1.24 and 4.2.11 of the Loan Agreement; (including, without limitation, g) the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change delivery of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement evidence satisfactory to LenderLender that the single purpose nature and bankruptcy remoteness of Borrower, and its shareholders, partners or members, as the case may be, following such transfers are in accordance with the standards of the Rating Agencies; (fh) the satisfaction of proposed transferee's ability to satisfy Lender's then-current underwriting standards; or (i) such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents , including, without limitation, the creditworthiness, reputation and qualifications of the transferee with respect to the Prohibited TransferLoan and the Property. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfer, other than any Transfer permitted pursuant to the Loan Agreement, regardless of whether voluntary or not, or whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in In the event a an opinion letter pertaining to substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion letter to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter hereof (other than the basic economic terms of the Loan, terms) and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s 's expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s 's continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property being managed by a Qualified Manager and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies (a “Rating Agency Confirmation”) that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement Security Instrument (including, without limitation, the covenants in Article 6Sections 4.2 and 4.3) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested required hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an on assumption of the Note Note, this Security Instrument and the other Loan Other Security Documents as so modified by the proposed Prohibited Transfertransferee, (b) receipt of payment of a transfer fee equal to one-half of not less than one percent (0.51%) of the outstanding principal balance of the Loan Note (the "Transfer Fee"), a $4,000 processing fee, and all of Lender’s 's expenses incurred in connection with such Prohibited Transfertransfer, (c) receipt the approval by a Rating Agency of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s , the proposed transferee's continued compliance with the covenants set forth in this Agreement (Security Instrument, including, without limitation, the covenants in Article 6) and the other Loan DocumentsSection 4.2 hereof, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of or such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. Notwithstanding the preceding sentence, (i) no Transfer Fee shall be payable in connection with any Permitted Transfer and (ii) in the event of any transfer of shareholder interests in Borrower other than a Permitted Transfer, the Transfer Fee equal to seventy-five hundredths of a percent (0.75%) of the principal balance of the Note. All out-of-pocket of Lender's expenses incurred by Lender and the $4,000 processing fee shall be payable by Borrower whether or not Lender consents to the Prohibited Transfertransfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made Borrower's sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfersale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property regardless of whether voluntary or not, or whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4sale, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating AgenciesProperty.

LENDER'S RIGHTS. Lender reserves If any Damage occurs and (i) the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, Restoration costs for which Damage equal or exceed $5,000,000 in Lender’s reasonable discretion determination (“Major Restoration”) or (ii) at any time following an Event of Default under the Documents, and some or all of the Damage is covered by insurance, then (i) Lender may, but is not obligated to, make proof of loss if not made promptly by Borrower and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage; (ii) each insurance company concerned is authorized and directed to make payment directly to Lender for the Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (2) subject to Section 3.07(c) and at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that such modifications if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not alter be excused in the basic economic terms of the Loan, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, payment thereof); (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (dB) the proposed transferee’s continued compliance with cure of any default under the covenants set forth in this Agreement Documents; or (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (fC) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of LenderRestoration. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by held without the payment of interest thereon. If Borrower whether receives any insurance proceeds for the Damage which constitutes a Major Restoration, or not Lender consents promptly upon Lender’s request following on Event of Default under the Documents, Borrower shall promptly deliver the proceeds to Lender. Notwithstanding anything in this Instrument or at law or in equity to the Prohibited Transfer. contrary, none of the insurance proceeds paid to Lender shall not be required to demonstrate any actual impairment deemed trust funds and Lender may dispose of its security or any increased these proceeds as provided in this Section. Borrower expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in In the event a an opinion letter pertaining to substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised opinion letter pertaining to substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereofentire unpaid principal balance on this Note and all accrued unpaid interest immediately due, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanwithout notice, and an assumption then Borrower will pay that amount. Upon default, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, increase the variable interest rate on this Note 3.000 percentage points. The interest rate will not exceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's, costs of the Note collection, including court costs and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one fifteen percent (0.515%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transferplus accrued interest as attorneys' fees, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal it any sums owing under this Note are collected by or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All outthrough an attorney-ofat-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferlaw, whether or not Lender has consented there is a lawsuit, and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any previous Prohibited Transferautomatic stay or injunction), appeals, and any anticipated post-judgment collection services. Notwithstanding anything to the contrary contained in this Section 7.4If not prohibited by applicable law, Borrower also will pay any court costs, in the event addition to all other sums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF GEORGIA. SUBJECT TO THE PROVISIONS ON ARBITRATION, THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED in ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA. DISHONORED ITEM FEE. Borrower will pay a substantive non-consolidation opinion was delivered fee to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale twenty dollars ($20.00) or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine five percent (495%) of the ownership interests in face amount of the check, whichever is greater, if Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver makes a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender payment an Borrower's loan and the Rating Agenciescheck or preauthorized charge with which Borrower pays is later dishonored.

LENDER'S RIGHTS. So long as any Leasehold Mortgage permitted by this Lease exists, or any Lender reserves (or its nominee) owns all or any portion of the right to condition leasehold estate created hereunder, and until such time as the consent lien (or estate) of any Leasehold Mortgage (or its holder) has been extinguished (which provisions shall be for the benefit of the Leasehold Mortgagee): 8.2.1 Following Lender’s acquisition of Tenant’s interest in this Lease pursuant to a Prohibited Transfer requested hereunder upon (a) a modification foreclosure or an assignment in lieu of foreclosure, the Lender shall be entitled to assign its interest in this Lease without Landlord’s prior consent, subject to compliance with the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms and conditions of the Loan, and an assumption of the Note and the other Loan Documents as so modified this Article 8. All subsequent Transfers by the proposed Prohibited TransferTransferee of Lender shall comply with the provisions of this Lease, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and including all of Lender’s expenses incurred restrictions on Transfer set forth in Article 9 hereof; and 8.2.2 If, in connection with such Prohibited Transfersecuring by Tenant of any Leasehold Mortgage, (c) receipt of written confirmation from the Rating Agencies that affected Lender requests an amendment with respect to the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants Lender protection rights set forth in this Agreement (includingArticle 8, without limitationLandlord agrees not to unreasonably withhold its consent to any such amendment; provided, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender Landlord shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order consent to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4such an amendment if it would, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing Landlord’s reasonable determination, materially impair any of the Loan, and if Landlord’s rights or materially increase any Sale or Pledge permitted of Landlord’s obligations under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating AgenciesLease.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-one half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s 's expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s 's continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (ed) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principalor Mortgage Borrower, a new manager for the Property and a new management agreement satisfactory to Lender, (e) the satisfaction of all conditions set forth in Section 7.4 of the Mortgage Loan Agreement, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating AgenciesLender.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon upon, among other things, (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter hereof (other than the basic economic terms of the Loan, terms) and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half one quarter of one percent (0.50.25%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property being managed by a Qualified Manager and a new management agreement satisfactory to Lender, (f) to the extent such transferee shall own twenty percent (20%) or more of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) of the direct or indirect ownership interests in Borrower as of the Closing Date), delivery by Borrower, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) acceptable to Lender with respect to such transferee, and (fg) the satisfaction of such other conditions and/or the provision of such legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket reasonable expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consentconsent in violation of the terms herein. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if If any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine forty‑nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, shall provide Lender with thirty (30) days prior to written notice of such transfer (and of required by Lender)proposed transfer, and in addition to any other requirement for Lender Lender’s consent contained herein, deliver a revised opinion letter pertaining to substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right entire unpaid principal balance on this Agreement and all accrued unpaid interest immediately due, without notice, and then Borrower will pay that amount. Upon default, including failure to condition pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, do one or both of the consent to a Prohibited Transfer requested hereunder upon following: (a) a modification of increase the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanvariable interest rate on this Agreement to 25.000% per annum, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal add any unpaid accrued interest to one-half of one percent (0.5%) of principal and such sum will bear interest therefrom until paid at the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth rate provided in this Agreement (includingincluding any increased rate). The interest rate will not exceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower also will pay Lender that amount. This includes, without limitationsubject to any limits under applicable law, the covenants in Article 6) Lender's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or 's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorney's fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of fortyanticipated post-nine percent (49%) of the ownership interests in Borrower or Borrower Principaljudgement collection services. If not prohibited by applicable law, Borrower shallalso will pay any court costs, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS AGREEMENT HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF COLORADO. IF THERE IS A LAWSUIT, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited TransferBORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF BOULDER COUNTY, which opinion shall be in formTHE STATE OF COLORADO. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, scope and substance acceptable in all respects to Lender and the Rating AgenciesPROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO.

LENDER'S RIGHTS. Lender reserves and any person designated by Lender may, upon reasonable prior notice to Borrower (except in an emergency or following an Event of Default, when no such prior notification will be required) and subject to the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification rights of the terms hereofresidents at Borrower’s Individual Property, in enter Borrower’s Individual Property to assess the environmental condition of such Individual Property and its use including (i) conducting any environmental assessment or audit (the scope of which shall be determined by Lender) and (ii) taking samples of soil, groundwater or other water, air, or building materials, and conducting other invasive testing at all reasonable times when (A) an Event of Default has occurred under the Documents (unless Lender has accepted cure of such Event of Default by specific written statement from Lender to Borrower acknowledging Lender’s reasonable discretion acceptance of such cure, and Borrower specifically understands and agrees that Lender shall have no obligation whatsoever to accept the cure of any Event of Default), (B) Lender reasonably believes that a Release has occurred or the Individual Property is not in compliance with all Environmental Laws, or (C) the Loan is being considered for sale (provided that such modifications shall not alter the basic economic terms of the Loan, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (bx) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing entry under clause (C) only shall be at Lender’s expense and (y) no Phase II testing shall be permitted solely pursuant to clause (C)), which entry under this clause (C) only (1) shall be limited to twice per year, (2) shall be limited to a Phase I environmental site assessment unless Phase II or other invasive testing is recommended by a reputable environmental consultant engaged by Lender (in which event, copies of such recommendations and supporting information will be provided to Borrower prior to entry by Lender or any such person designated by Lender for the Loanpurpose of conducting the Phase II or other invasive testing), and if (3) shall, in each instance, require at least seven (7) days’ prior written notice to Borrower for any Sale Phase I testing and at least five (5) days’ prior written notice to Borrower for any Phase II or Pledge permitted under this Article 7 results in other invasive testing. Borrower shall cooperate (and shall require Property Manager to cooperate) with and provide access to Lender and such person. Lender and any such person shall use reasonable efforts to minimize interference with the use or operation of Borrower’s Individual Property by Borrower, any Tenant or any other Person and user or occupant of Borrower’s Individual Property, and, following assessment, sampling or testing, Lender shall be required to restore Borrower’s Individual Property to substantially its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, condition prior to such transfer assessment, sampling or testing (and of required unless prohibited from doing so by LenderEnvironmental Laws), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Borrower will remain liable for the Indebtedness outstanding after Lender reserves applies any Net Proceeds or Award. Lender will not pay interest on any Net Proceeds or Award Lender holds. If Borrower receives any insurance proceeds for the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification Damage or an Award, then Borrower shall promptly deliver all of the terms hereofproceeds or Award to Lender, without deduction. Notwithstanding anything in Lender’s reasonable discretion provided that such modifications shall the Loan Documents, at law or in equity to the contrary, the Net Proceeds and Award will not alter the basic economic terms be trust funds and Lender may dispose of the Loan, and an assumption of the Note and the other Loan Documents Net Proceeds or Award as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of permitted in the Loan Documents. Borrower assumes all risk of loss from any Damage or Taking. a. If any Damage occurs which is, at least partially, covered by insurance, then: (A) if Borrower does not promptly make an insurance claim for the Damage, then Lender may, but is not obligated to, make the insurance claim; (B) if Lender makes an insurance claim, then Borrower authorizes and all of Lender’s expenses incurred in connection with such Prohibited Transferempowers Lender to settle, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initialadjust, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, compromise the claim; (C) Borrower authorizes and directs the insurer to make any ratings Damage payment directly to be assigned in connection with a Securitization, Lender; and (dD) the proposed transferee’s continued compliance with the covenants unless otherwise expressly set forth in this Agreement Subsection (includingiii) below, without limitationLender may apply the Net Proceeds to the Indebtedness in any order it determines. b. Borrower assigns all Awards to Lender. All Awards must be paid to Lender. Lender may (A) collect, the covenants in Article 6) receive, and the other Loan Documentsgive receipt for, any Award, (eB) to the extent that a Prohibited Transfer would result accept any Award in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lenderany amount without question, and (fC) the satisfaction of such other conditions and/or legal opinions as appeal any judgment, decree, or Award. Borrower shall sign and deliver all instruments Lender shall determine in its reasonable discretion requests to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due evidence Borrower's assignments and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained authorizations in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating AgenciesSubsection.

LENDER'S RIGHTS. Lender reserves If any Damage occurs and (i) the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, Restoration costs for which Damage equal or exceed $5,000,000 in Lender’s reasonable discretion determination (“Major Restoration”) or (ii) at any time following an Event of Default under the Documents, and some or all of the Damage is covered by insurance, then (i) Lender may, but is not obligated to, make proof of loss if not made promptly by Borrower and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage; (ii) each insurance company concerned is authorized and directed to make payment directly to Lender for the Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (2) subject to Section 3.07(c) and at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that such modifications if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not alter be excused in the basic economic terms of the Loan, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, payment thereof); (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (dB) the proposed transferee’s continued compliance with cure of any default under the covenants set forth in this Agreement Documents; or (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (fC) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of LenderRestoration. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by held without the payment of interest thereon. If Borrower whether receives any insurance proceeds for the Damage which constitutes a Major Restoration, or not Lender consents promptly upon Lxxxxx’s request following on Event of Default under the Documents, Borrower shall promptly deliver the proceeds to Lender. Notwithstanding anything in this Instrument or at law or in equity to the Prohibited Transfer. contrary, none of the insurance proceeds paid to Lender shall not be required to demonstrate any actual impairment deemed trust funds and Lender may dispose of its security or any increased these proceeds as provided in this Section. Borrower expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, If any Damage occurs and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and some or all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higherit is covered by insurance, then current ratings issued in connection with a Securitization(i) Lender may, or but is not obligated to, make proof of loss if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower made promptly by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to LenderBorrower, and (fA) provided that no Event of Default has occurred, Borrower may, subject to Lender’s prior written approval (not to be unreasonably withheld, conditioned or delayed), settle, adjust, or compromise any claims for the Damage, and (B) following an Event of Default, Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage; (ii) each insurance company concerned is authorized and directed to make payment of insurance proceeds in excess of $500,000 directly to Lender for the Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (2) subject to Section 3.07(c) and at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not be excused in the payment thereof); (B) the satisfaction cure of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in any default under the interest of LenderDocuments; or (C) the Restoration. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by held without the payment of interest thereon. If Borrower whether receives any insurance proceeds for the Damage, Borrower shall promptly deliver the proceeds to Lender. Notwithstanding anything in this Instrument or not Lender consents at law or in equity to the Prohibited Transfer. contrary, none of the insurance proceeds paid to Lender shall not be required to demonstrate any actual impairment deemed trust funds and Lender may dispose of its security or any increased these proceeds as provided in this Section. Borrower expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. If any Damage occurs and some or all of it is covered by insurance, then (i) Lender reserves may, but is not obligated to, make proof of loss if not made promptly by Borrower and/or Property Manager, and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage; (ii) each insurance company concerned is authorized and directed to make payment directly to Lender for such Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (A) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (B) subject to Section 3.07(c) and at Lender’s option, to (1) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that if any Obligations remain outstanding after this payment, then the unpaid Obligations shall continue in full force and effect, and Borrower shall not be excused in the payment thereof), (2) the cure of any default under the Documents, or (3) the Restoration. Notwithstanding the foregoing, if no Event of Default has occurred (and if there shall then be no event which with the passage of time and/or giving of notice would constitute an Event of Default), then Borrower shall have the right to condition settle, adjust or compromise any claim for Damage if the consent to a Prohibited Transfer requested hereunder upon total amount of such claim is less than the lesser of (a1) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, $500,000.00 and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b2) receipt of payment of a transfer fee equal to one-half of one two percent (0.52%) of the outstanding principal balance Allocated Loan Amount with respect to Borrower’s Individual Property, provided that Borrower promptly uses the full amount of such insurance proceeds for Restoration of the Loan Damage and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result provides evidence thereof to Lender in a downgrade, withdrawal or qualification of manner acceptable to Lender. If Borrower receives any insurance proceeds for the initial, or if higherDamage, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) Borrower shall promptly deliver the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory proceeds to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. Lender reserves In the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification case of the terms hereofevents specified in items (i) and (ii) of Section 3.4.2 above, Lender shall promptly notify Borrower thereof. Upon the date as shall be specified in such notice, the obligation of Lender to make advances under any Borrowing Tranche(s) at the Base Rate shall be suspended until Lender shall have later notified Borrower of Lender’s reasonable discretion determination that the circumstances set forth in Section 3.4.2 no longer exist. If at any time Lender notifies Borrower that it has made a determination under Section 3.4.2, then with respect to any Loan Request previously submitted but not yet funded and with respect to each Borrowing Tranche on which an Interest Period shall thereafter expire, the applicable Borrowing Tranche(s) shall from and after the date specified in such notice be deemed to bear interest utilizing an index reasonably determined by Lender to reflect the cost to Lender of establishing and maintaining any Borrowing Tranche. Any determination of the resulting alternative interest rate shall be entitled to a presumption of correctness absent manifest error. Notwithstanding the foregoing, in such event Borrower may elect to terminate this Agreement and the parties’ obligations under the Loan Documents in accordance with the provisions of Section 2.14, provided that such modifications (i) Borrower’s obligations hereunder shall not alter the basic economic terms only terminate upon Borrower’s repayment of the LoanLoan (ii) in the event such election shall occur at any time at which any Rate Swap Agreement is in effect, and an assumption Borrower shall provide each counterparty with all necessary notice under each Qualified Rate Swap Agreement to terminate each Qualified Rate Swap Agreement as of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt date of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance repayment in full of the Loan and the Borrower shall deposit with the Lender for payment to the counterparty of each Qualified Rate Swap Agreement, any payments due under any Qualified Rate Swap Agreement and all Hedge Fees and (iii) in the event such election shall occur at any time at which any Borrowing Tranches then outstanding shall have accrued interest at the alternative interest rate by operation of Lender’s expenses incurred the provisions of this Section 3.4.3 for a period of at least thirty (30) consecutive days, Borrower shall not be obligated to pay the Prepayment Fee, liquidated Unused Facility Fee, liquidated Minimum Usage Fee, or liquidated Minimum Servicing Fee otherwise specified in Section 2.14.2 in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciestermination.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, If any Damage occurs and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and some or all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higherit is covered by insurance, then current ratings issued in connection with a Securitization(i) Lender may, or but is not obligated to, make proof of loss if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower made promptly by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to LenderBorrower, and (fA) provided that no Event of Default has occurred, Borrower may, subject to Lender’s prior written approval (not to be unreasonably withheld, conditioned or delayed), settle, adjust, or compromise any claims for the Damage, and (B) following an Event of Default, Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage; (ii) each insurance company concerned is authorized and directed to make payment of insurance proceeds in excess of $500,000 directly to Lender for the Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (2) subject to Section 3.07(c) and at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not be excused in the payment thereof); (B) the satisfaction cure of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in any default under the interest of LenderDocuments; or (C) the Restoration. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by held without the payment of interest thereon. If Borrower whether receives any insurance proceeds for the Damage, Borrower shall promptly deliver the proceeds to Lender. Notwithstanding anything in this Instrument or not Lender consents at law or in equity to the Prohibited Transfer. contrary, none of the insurance proceeds paid to Lender shall not be required to demonstrate any actual impairment deemed trust funds and Lender may dispose of its security or any increased these proceeds as provided in this Section. Borrower expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transferinsurable or insured against. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent Prudential Loan 6 1xx xxx Xxxx (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.Second Funding)/ Mortgage

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half quarter of one percent (0.50.25%) of the outstanding principal balance of the Loan and all of Lender’s 's expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s 's continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property Properties and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves In the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification case of the terms hereof, any event specified in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred Section 4.4.1 [Unascertainable] or in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitationSection 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, the covenants in Article 6) Lender shall promptly so notify the Borrowers and the other Loan Documents, (e) endorse a certificate to such notice as to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction specific circumstances of such other conditions and/or legal opinions notice. Upon such date as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender specified in such notice (which shall not be required earlier than the date such notice is given), the obligation of the Lender, to demonstrate allow the Borrowers to select, convert to or renew a LIBOR Rate Option shall be suspended until the Lender shall have later notified the Borrowers, of the Lender's determination that the circumstances giving rise to such previous determination no longer exist. If at any actual impairment time the Lender makes a determination under Section 4.4.1 [Unascertainable] and the Borrowers have previously notified the Lender of its security selection of, conversion to or any increased risk renewal of default hereunder in order a LIBOR Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to declare provide for selection of, conversion to or renewal of the Debt immediately due and payable upon Base Rate Option otherwise available with respect to such Loans. If the Lender notifies the Borrowers of a Prohibited Transfer made without Lender’s consent. This provision shall apply determination under Section 4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrowers shall, subject to each and every Prohibited Transferthe Borrowers' indemnification Obligations under Section 5.7 [Indemnity], whether or not Lender has consented as to any previous Prohibited Transfer. Notwithstanding anything Loan of the Lender to which a LIBOR Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered Base Rate Option otherwise available with respect to Lender and the Rating Agencies in connection with the closing of the such Loan, and if any Sale or Pledge permitted under this Article 7 results (ii) prepay such Loan in any other Person and its Affiliates owning in excess accordance with Section 5.3 [Voluntary Prepayments]. Absent due notice from the Borrowers of forty-nine percent (49%) of conversion or prepayment, such Loan shall automatically be converted to the ownership interests in Borrower or Borrower Principal, Borrower shall, prior Base Rate Option otherwise available with respect to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting Loan upon such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesspecified date.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed transferee and a modification of the Loan Documents to the extent reasonably necessary to reflect the Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6VI) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager Qualified Manager for the each Individual Property and a new management agreement Management Agreement reasonably satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lenderreasonably require. All reasonable actual out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.47.04, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 VII results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance reasonably acceptable in all respects to Lender and acceptable in all respects to the Rating Agencies.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right entire unpaid principal balance on this Agreement and all accrued unpaid interest immediately due, without notice, and then Borrower will pay that amount. Upon default, including failure to condition pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, do one or both of the consent to a Prohibited Transfer requested hereunder upon following: (a) a modification of increase the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanvariable interest rate on this Agreement to Prime Rate plus 5% per annum, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal add any unpaid accrued interest to one-half of one percent (0.5%) of principal and such sum will bear interest therefrom until paid at the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth rate provided in this Agreement (includingincluding any increased rate). The interest rate will not exceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower also will pay Lender that amount. This includes, without limitationsubject to any limits under applicable law, the covenants in Article 6) Lender's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or 's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of fortyanticipated post-nine percent (49%) of the ownership interests in Borrower or Borrower Principaljudgement collection services. If not prohibited by applicable law, Borrower shallalso will pay any court costs, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS AGREEMENT HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF COLORADO. IF THERE IS A LAWSUIT, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited TransferBORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF BOULDER COUNTY, which opinion shall be in formTHE STATE OF COLORADO. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, scope and substance acceptable in all respects to Lender and the Rating AgenciesPROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereofentire unpaid principal balance on this Note and all accrued unpaid interest immediately due, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanwithout notice, and an assumption of then Borrower will pay that amount. Upon default, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, increase the variable interest rate on this Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer 24.000% per annum. The interest rate will not result in a downgradeexceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, withdrawal or qualification of the initialsubject to any limits under applicable law, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) Lender's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or 's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of fortyanticipated post-nine percent (49%) of the ownership interests in Borrower or Borrower Principaljudgment collection services. If not prohibited by applicable law, Borrower shallalso will pay any court costs, prior to such transfer (and of required by Lender), and in addition to any 10 all other requirement for Lender consent contained hereinsums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF COLORADO. IF THERE IS A LAWSUIT, deliver BORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF EL PASO COUNTY, THE STATE OF COLORADO. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. (INITIAL HERE _________) THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO. DISHONORED ITEM FEE. Borrower will pay a revised substantive non-consolidation opinion fee to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender of $17.00 if Borrower makes a payment on Borrower's loan and the Rating Agenciescheck or preauthorized charge with which Borrower pays is later dishonored.

LENDER'S RIGHTS. Except as otherwise provided in Section 8 of the Loan Agreement, without obligating Lender to grant any consent under Section 6.2 hereof which Lender may grant or withhold in its sole discretion, Lender reserves the right to condition the consent to a Prohibited Transfer requested required hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms hereof and of the LoanLoan Agreement, and the Note or the other Loan Documents; (b) an assumption of the Note Loan Agreement, the Note, this Security Instrument and the other Loan Documents as so modified by the proposed Prohibited Transfertransferee, (b) receipt subject to the provisions of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance Section 11.22 of the Loan and Agreement; (c) payment of all of Lender’s expenses actually incurred in connection with such Prohibited Transfer, transfer; (cd) receipt of written the confirmation from in writing by the applicable Rating Agencies that the Prohibited Transfer proposed transfer will not not, in and of itself, result in a downgrade, qualification or withdrawal or qualification of the initial, or or, if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with any Securitization; (e) the delivery of a Securitization, nonconsolidation opinion reflecting the proposed transfer satisfactory in form and substance to Lender; (df) the proposed transferee’s continued compliance with the representations and covenants set forth in this Agreement Section 3.1.24 and 4.2.8 of the Loan Agreement; (including, without limitation, g) the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change delivery of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement evidence satisfactory to LenderLender that the single purpose nature and bankruptcy remoteness of Borrower, and its shareholders, partners or members, as the case may be, following such transfers are in accordance with the standards of the Rating Agencies; (fh) the satisfaction of proposed transferee’s ability to satisfy Lender’s then-current underwriting standards; or (i) such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents , including, without limitation, the creditworthiness, reputation and qualifications of the transferee with respect to the Prohibited TransferLoan and the Property. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, other than any Transfer permitted pursuant to the Loan Agreement, regardless of whether voluntary or not, or whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereofentire unpaid principal balance on this Note and all accrued unpaid interest immediately due, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanwithout notice, and an assumption of then Borrower will pay that amount. Upon default, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, increase the variable interest rate on this Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer 15.000% per annum. The interest rate will not result in a downgradeexceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, withdrawal or qualification of the initialsubject to any limits under applicable law, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) Lender's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or 's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of fortyanticipated post-nine percent (49%) of the ownership interests in Borrower or Borrower Principaljudgment collection services. If not prohibited by applicable law, Borrower shallalso will pay any court costs, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF ILLINOIS. IF THERE IS A LAWSUIT, deliver BORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF XXXX COUNTY, THE STATE OF ILLINOIS. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS. DISHONORED ITEM FEE. Borrower will pay a revised substantive non-consolidation opinion fee to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender of $20.00 if Borrower makes a payment on Borrower's loan and the Rating Agenciescheck or preauthorized charge with which Borrower pays is later dishonored.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an on assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) 1% of the outstanding principal balance of the Loan and all of Lender’s reasonable and actual expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article ARTICLE 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket reasonably expenses actually incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a an opinion letter pertaining to substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised opinion letter pertaining to substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Except for transfers permitted pursuant to Section 7.03 hereof, Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s reasonable and actual expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) the Manager continuing to manage the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, Property or a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket reasonable expenses actually incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.47.04, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right entire unpaid principal balance on this Agreement and all accrued unpaid interest immediately due, without notice, and then Borrower will pay that amount. Upon default, including failure to condition pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, do one or both of the consent to a Prohibited Transfer requested hereunder upon following: (a) a modification of increase the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanvariable interest rate on this Agreement to Prime Rate + 5.0% per annum, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal add any unpaid accrued interest to one-half of one percent (0.5%) of principal and such sum will bear interest therefrom until paid at the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth rate provided in this Agreement (includingincluding any increased rate). The interest rate will not exceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower also will pay Lender that amount. This includes, without limitationsubject to any limits under applicable law, the covenants in Article 6) Lender's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or 's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of fortyanticipated post-nine percent (49%) of the ownership interests in Borrower or Borrower Principaljudgement collection services. If not prohibited by applicable law, Borrower shallalso will pay any court costs, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS AGREEMENT HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF COLORADO. IF THERE IS A LAWSUIT, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited TransferBORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF BOULDER COUNTY, which opinion shall be in formTHE STATE OF COLORADO. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, scope and substance acceptable in all respects to Lender and the Rating AgenciesPROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO.

LENDER'S RIGHTS. Subject to Section 7.5 hereof, Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an on assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) 1% of the outstanding principal balance of the Loan and all of Lender’s 's reasonable out-of-pocket expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s 's continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) ), and the other Loan Documents, (e) unless the existing Manager continues to manage the extent that Property or a Prohibited Transfer would result Qualified Manager in a change of Control of Borrower by engaged to manage the Borrower PrincipalProperty, a new manager for the Property and a new management agreement reasonably satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All reasonable out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4Article 7, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 Prohibited Transfer results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance reasonably acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested required hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an on assumption of the Note Note, this Security Instrument and the other Loan Documents as so modified by the proposed Prohibited Transfertransferee, (b) receipt of payment of a transfer fee equal to one-half of not more than one percent (0.51%) of the outstanding principal balance of the Loan Note and all of Lender’s 's expenses incurred in connection with such Prohibited Transfertransfer, (c) receipt the approval by Lender of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s , the proposed transferee's continued compliance with the representations, warranties and covenants set forth in this Agreement (includingSections 4.2 and 5.9 hereof, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of or such other conditions and/or legal opinions as Lender shall determine in its commercially reasonable discretion to be in necessary to ensure the interest continued enforceability and priority .of the interests of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made Borrower's sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfersale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the property regardless of whether voluntary or not, or whether or not Lender has consented to any previous Prohibited Transfersale, conveyance, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property. Notwithstanding anything the foregoing, Lender shall consent to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing one (1) time transfer of the Loan, Property and if any Sale or Pledge permitted under this Article 7 results assumption of the Loan by a transferee entity without payment of the (1 %) assumption fee provided the following conditions are met in any other Person and its Affiliates owning in excess of forty-nine full; (a) not less than fifty percent (4950%) of the ownership interests in the transferee are held by one or more of the current owners of Borrower, (2) Xxxxx X. P1otlin is, for the life of the Loan, the sole controlling principal of the transferee entity (3) transferee entity executes such documents as Lender shall reasonably require to effect the transfer of the Property and assumption of the Loan (4) Borrower or Borrower Principal, Borrower shall, prior has provided Lender with all organizational documents required to such evidence transferee's authority to effect the transfer (of the property and assumption of required by Lender)the Loan, and in addition to any other requirement for (5) all costs and expenses incurred by Lender consent contained hereinand all costs and expenses otherwise arising, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transferincluding without limitation, which opinion reasonable attorneys’ fees, shall be in form, scope and substance acceptable in all respects borne by Borrower. Lender shall not condition its consent to Lender and the Rating Agenciestransfer permitted according to the preceding sentence upon a modification of the terms of any of the Loan Documents.

LENDER'S RIGHTS. If any Damage occurs and some or all of it is covered by insurance, then (i) Lender reserves may, but is not obligated to, make proof of loss if not made promptly by Borrower and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the right Damage; (ii) each insurance company concerned is authorized and directed to condition make payment directly to Lender for the consent Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to a Prohibited Transfer requested hereunder upon reimburse Lender for all Costs (adefined below) a modification related to collection of the terms hereofproceeds and (2) subject to Section 3.07(c) and at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in Lender’s reasonable discretion the order determined by Lender (provided that such modifications if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not alter be excused in the basic economic terms of the Loan, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, payment thereof); (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (dB) the proposed transferee’s continued compliance with cure of any default under the covenants set forth in this Agreement Documents; or (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (fC) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of LenderRestoration. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by held without the payment of interest thereon. If Borrower whether receives any insurance proceeds for the Damage, Borrower shall promptly deliver the proceeds to Lender. Notwithstanding anything in this Instrument or not Lender consents at law or in equity to the Prohibited Transfer. contrary, none of the insurance proceeds paid to Lender shall not be required to demonstrate any actual impairment deemed trust funds and Lender may dispose of its security or any increased these proceeds as provided in this Section. Borrower expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, without notice, and then Borrower will pay that amount. Upon Borrower's failure to condition pay all amounts declared due pursuant to this section, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, do one or both of the consent to a Prohibited Transfer requested hereunder upon following: (a) a modification of increase the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter variable interest rate on this Note to 5.000 percentage points over the basic economic terms of the LoanIndex, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal add any unpaid accrued interest to one-half of one percent (0.5%) of principal and such sum will bear interest therefrom until paid at the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth rate provided in this Agreement Note (includingincluding any increased rate). Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, without limitationsubject to any limits under applicable law, the covenants in Article 6) Lender's reasonable attorney's fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or 's reasonable legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lenderinjunction), appeals and any anticipated post-judgment collection services. Borrower also will pay any court costs, in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA. IF THERE IS A LAWSUIT, deliver BORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF LOS ANGELES COUNTY, THE STATE OF CALIFORNIA. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. (INITIAL HERE ____) THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. DISHONORED ITEM FEE. Borrower will pay a revised substantive non-consolidation opinion fee to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender of $25.00 if Borrower makes a payment on Borrower's loan and the Rating Agenciescheck or preauthorized charge with which Borrower pays is later dishonored.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereofentire unpaid principal balance on this Agreement and all accrued unpaid interest immediately due, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanwithout notice, and an assumption of then Borrower will pay that amount. Upon Borrower's failure to pay all amounts declared due pursuant to this section, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, increase the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in variable interest rate on this Agreement (includingto 6.000 percentage points over the Index. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower also will pay Lender that amount. This includes, without limitationsubject to any limits under applicable law, the covenants in Article 6) Lender's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or 's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in anticipated post-judgment collection services. Borrower also will pay any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principalcourt costs, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS AGREEMENT HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA. IF 75 06-18-1998 CHANGE IN TERMS AGREEMENT LOAN NO 3400069792 (CONTINUED) PAGE 2 ================================================================================ THERE IS A LAWSUIT, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited TransferBORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF NEVADA COUNTY, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating AgenciesTHE STATE OF CALIFORNIA. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

LENDER'S RIGHTS. Except as provided in subparagraph 15(c) above, Lender reserves the right to condition the consent to a Prohibited Transfer requested required hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an on assumption of the Note Note, this Mortgage and the other Loan Documents as so modified by the proposed Prohibited Transfer, transferee (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of such modification shall not increase the outstanding principal balance amount of the Loan or change the payment terms or interest rate), payment of an assumption fee, and all of Lender’s 's expenses incurred in connection with such Prohibited Transfertransfer, (c) receipt the approval by a rating agency of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s , the proposed transferee's continued compliance with the covenants set forth in this Agreement (Mortgage, including, without limitation, the covenants contained in Article 6) and the other Loan DocumentsParagraph 17, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of or such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All of Lender's out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited TransferAssumption. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt Note immediately due and payable upon a Prohibited Transfer made Borrower's prohibited sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfersale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property regardless of whether voluntary or not, or whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4sale, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating AgenciesProperty.

LENDER'S RIGHTS. Upon default and at anytime thereafter, Lender reserves may: 10.01 Make all Obligations immediately due and payable, without presentment, demand, protest, hearing or notice of any kind and exercise the remedies of a Lender afforded by the Uniform Commercial Code and other applicable law or by the terms of any agreement between Borrower and Lender. 10.02 In the case of any sale or disposition of the Mortgaged Premises, or the realization of funds therefrom, the proceeds thereof shall first be applied to the payment of the expenses of re-taking, maintaining, and foreclosure of the Mortgaged Premises and costs, fees and expenses of such sale, commissions, reasonable attorney’s fees and all charges paid or incurred by Lender pertaining to said sale, including any taxes or other charges imposed by law upon the Mortgaged Premises and/or the owning, holding or transferring thereof; secondly, to pay, satisfy, and discharge the Obligations secured hereby pro rata in accordance with the unpaid amount thereof; and thirdly, to pay the surplus, if any, to Borrower, provided that the time of any application of the proceeds shall be at the sole and absolute discretion of the Lender. To the extent such proceeds do not satisfy the foregoing items, Borrower hereby promises and agrees to pay the deficiency. 10.03 The Lender and the holders of the Obligations may take or release other security, may release any party primarily or secondarily liable for any of the Obligations, may grant extensions, renewals or indulgences with respect to the Obligations, or may apply to the Obligations the proceeds of the Mortgaged Premises by the exercise of any right permitted hereunder, without resorting or regard to other security or sources of reimbursement. 10.04 The Lender shall hereby also be granted a security interest in, and right of set off against any balance on any deposit, deposit account, agency, reserve, holdback, or other account maintained by, or on behalf of, the Borrower with the Lender and the Lender shall have the right to condition apply the consent to proceeds of such foreclosure or set off against such items of Borrower’ Obligations as Lender may select. 10.05 All rights and remedies of Lender whether provided for herein or in other agreements, instruments, or documents, or conferred by law, are cumulative and not alternative and may be enforced successively. 10.06 The parties agree that in the event that a Prohibited Transfer requested hereunder upon (a) a modification determination of Adequate Protection of Lender is required under Section 362 or 363 of the terms hereofBankruptcy Reform Act of 1978 (Code), its successor, or Bankruptcy Rules in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms connection therewith, that: A. The bargain of the Loanparties at the time of lien creation hereunder is in order to provide the Lender with adequate protection to induce it to make the loan(s), and an assumption included stated ratios herein. B. That in the event of any proceeding under the Code, that the said ratio of the Note and the other Loan Documents value (as so modified determined by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%Lender in its sole discretion) of the outstanding principal balance Mortgaged Premises secured to Lender to the amount of the Loan Obligation (“Mortgaged Premises-To-Obligation Ratio”), must be increased by an additional One Hundred Ten (110%) Per Cent, in order to continue to provide minimum levels of Adequate Protection to Lender due to the reduced expectation for present and all future prospects of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation lien enforcement resulting from the Rating Agencies existence of proceedings under the Code. This agreed minimum increase in said ratio shall not act to bar Lender from presenting evidence that even such increase is insufficient and leaves the Lender without Adequate Protection, based upon the deteriorating nature or kind of the Mortgaged Premises, wholly or in part, in any instance. C. That the parties agree that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification costs of liquidating and collecting of the initialMortgaged Premises, as well as the potential for rapid Mortgaged Premises deterioration if Borrower is, at any time, subject to the Code, all require that the original Mortgaged Premises-To-Obligation Ratio be increased, as aforesaid, as a requirement of minimum Adequate Protection, in addition to such other additional Adequate Protection as may be required by the Lender. D. The parties agree that these covenants shall be conclusive evidence in any proceeding to determine minimum Adequate Protection under the Code, as to the intention and agreement of the parties at both this time, and at all times hereinafter, until the Obligations to the Lender, are paid in full. E. That these agreements may be submitted to the Court in any such proceeding, by the Lender, in its sole and exclusive discretion, as conclusive evidence as to the agreement of the parties at the time of such hearing, concerning minimum Adequate Protection to be provided to the Lender at the time of presentment. PROVIDED, HOWEVER, that such submission shall not constitute a waiver of any default or breach hereunder, or if higherof any other agreement by the Borrower to the Lender, then current ratings issued but shall remain only as evidence for the limited purposes stated herein. F. PROVIDED, FURTHER that at all times the Lender reserves, and does not waive Borrower’s obligation to provide Adequate Protection prior to the Borrower’s use of “cash collateral” as defined in Section 363 of the Code. 10.07 Lender may comply with any applicable state or federal law requirements in connection with a Securitizationdisposition of the Mortgaged Premises and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Mortgaged Premises. 10.08 Lender may sell the Mortgaged Premises without giving any warranties as to the Mortgaged Premises. The Lender may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect, or if a Securitization has not occurredthe commercial reasonableness of the sale of the Mortgaged Premises. 10.09 If Lender sells any of the Mortgaged Premises upon credit, any ratings Borrower will be credited only with payments actually made by the purchaser, received by Lender and applied to the indebtedness of the purchaser. In the event that purchaser fails to pay for the Mortgaged Premises, Lender may resell the Mortgaged Premises and Borrower shall be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance credited with the covenants set forth proceeds of the sale. 10.10 In the event Lender purchases any of the Mortgaged Premises being sold, Lender may pay for the Mortgaged Premises by crediting some or all of the Obligations of the Borrower. 10.11 Lender has no obligation to xxxxxxxx any assets in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control favor of Borrower by or in payment of any of the Borrower Principal, a new manager for the Property and a new management agreement satisfactory Obligations or any other obligations owed to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesperson.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereofentire unpaid principal balance on this Note and all accrued unpaid interest immediately due, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanwithout notice, and an assumption of then Borrower will pay that amount. Upon default, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, increase the variable interest rate on this Note and to 7.000 percentage points over the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer Index. The interest rate will not result in a downgradeexceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, withdrawal or qualification of the initialsubject to any limits under applicable law, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) Lender's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or 's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of fortyanticipated post-nine percent (49%) of the ownership interests in Borrower or Borrower Principaljudgment collection services. If not prohibited by applicable law, Borrower shallalso will pay any court costs, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA. IF THERE IS A LAWSUIT, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited TransferBORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF KING COUNTY, which opinion shall be in formTHE STATE OF WASHINGTON. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, scope and substance acceptable in all respects to Lender and the Rating AgenciesPROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER (INITIAL HERE /s/ BD) THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WASHINGTON.

LENDER'S RIGHTS. Lender reserves Upon default, Lendxx xxx declare the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereofentire unpaid principal balance on this Note and all accrued unpaid interest immediately due, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanwithout notice, and an assumption of then I will pay that amount. Upon default, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, increase the variable interest rate on this Note and to 3.500 percentage points over the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer Index. The interest rate will not result in a downgradeexceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Note if I do not pay. I also will pay Lender that amount. This includes, withdrawal or qualification of the initialsubject to any limits under applicable law, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) Lendxx'x xttorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket Lendxx'x xegal expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in anticipated post-judgment collection services. If not prohibited by applicable law, I also will pay any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principalcourt costs, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDXX XX THE STATE OF ILLINOIS. IF THERE IS A LAWSUIT, deliver a revised substantive non-consolidation opinion I AGREE UPON LENDXX'X XEQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF COOK COUNTY, THE STATE OF ILLINOIS. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS. RIGHT OF SETOFF. I grant to Lender reflecting such Prohibited Transfera contractual possessory security interest in, which opinion shall be in formand hereby assign, scope convey, deliver, pledge, and substance acceptable in all respects transfer to Lender all my right, title and interest in and to, my accounts with Lendxx (whether checking, savings, or some other account), including without limitation all accounts held jointly with someone else and all accounts I may open in the Rating Agenciesfuture, excluding however all IRA and Keogx xxxounts, and all trust accounts for which the grant of a security interest would be prohibited by law. I authorize Lendxx, xx the extent permitted by applicable law, to charge or setoff all sums owing on this Note against any and all such accounts.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereofentire unpaid principal balance on this Note and all accrued unpaid interest immediately due, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanwithout notice, and an assumption of then Borrower will pay that amount. Upon default, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, increase the interest rate on this Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer 5.000 percentage points. The interest rate will not result in a downgradeexceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, withdrawal or qualification of the initialsubject to any limits under applicable law, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) Lender's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or 's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of fortyanticipated post-nine percent (49%) of the ownership interests in Borrower or Borrower Principaljudgment collection services. If not prohibited by applicable law, Borrower shallalso will pay any court costs, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF WASHINGTON. IF THERE IS A LAWSUIT, deliver BORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF KING COUNTY, THE STATE OF WASHINGTON. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WASHINGTON. DISHONORED ITEM FEE. Borrower will pay a revised substantive non-consolidation opinion fee to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender of $18.00 if Borrower makes a payment on Borrower's loan and the Rating Agenciescheck or preauthorized charge with which Borrower pays is later dishonored.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right entire unpaid principal balance on this Agreement and all accrued unpaid interest immediately due, without notice, and then Borrower will pay that amount. Upon default, including failure to condition pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, do one or both of the consent to a Prohibited Transfer requested hereunder upon following: (a) a modification of increase the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter variable interest rate on this Agreement to 5.00% over the basic economic terms of the LoanIndex, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal add any unpaid accrued interest to one-half of one percent (0.5%) of principal and such sum will bear interest therefrom until paid at the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth rate provided in this Agreement (includingincluding any increased rate). The interest rate will not exceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower also will pay Lender that amount. This includes, without limitationsubject to any limits under applicable law, the covenants in Article 6) Lender's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or 's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorney's fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of fortyanticipated post-nine percent (49%) of the ownership interests in Borrower or Borrower Principaljudgement collection services. If not prohibited by applicable law, Borrower shallalso will pay any court costs, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS AGREEMENT HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF COLORADO. IF THERE IS A LAWSUIT, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited TransferBORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF BOULDER COUNTY, which opinion shall be in formTHE STATE OF COLORADO. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, scope and substance acceptable in all respects to Lender and the Rating AgenciesPROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereofentire unpaid principal balance on this Note and all accrued unpaid interest immediately due, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanwithout notice, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transferthen Borrower will pay that amount. Upon Borrower's failure to pay all amounts declared due pursuant to this section, (b) receipt of payment of a transfer fee equal including failure to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transferpay upon final maturity, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, at its option, may also, if permitted under applicable law, increase the variable interest rate on this Note to 6.500 percentage points over the Index. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and (f) the satisfaction of such other conditions and/or Lender's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in anticipated post-judgment collection services. Borrower also will pay any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principalcourt costs, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA. IF THERE IS A LAWSUIT, deliver BORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF LOS ANGELES COUNTY, THE STATE OF CALIFORNIA. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. DISHONORED ITEM FEE. Borrower will pay a revised substantive non-consolidation opinion fee to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender of $10.00 if Borrower makes a payment on Borrower's loan and the Rating Agenciescheck or preauthorized charge with which Borrower pays is later dishonored.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-one half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a if following such Prohibited Transfer would result in a change the property manager that is managing the Property prior to such Prohibited Transfer will not continue to be the property manager of Control of Borrower by the Borrower PrincipalProperty, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in In the event a an opinion letter pertaining to substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised opinion letter pertaining to substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder required under this Article 5 upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an on assumption of the Note Note, this Security Instrument and the other Loan Documents as so modified by the proposed Prohibited Transfertransferee, (b“Transferee”) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transferfurther described below. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made Borrower’s sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property without Lender’s consent. This provision shall apply to each every sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property regardless of whether voluntary or not, and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfersale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property. Notwithstanding anything Borrower agrees to the contrary contained in this Section 7.4bear and shall pay or reimburse Lender on demand for all reasonable expenses (including, in the event a substantive non-consolidation opinion was delivered to without limitation, reasonable attorneys’ fees and disbursements, title search costs and title insurance endorsement premiums and Rating Agency fees and expenses) incurred by Lender and the Rating Agencies in connection with the closing review, approval and documentation of any such sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the LoanProperty or any interest in Borrower. Lender’s consent to one such sale, and if conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer shall not be deemed to be a waiver of Lender’s light to require such consent to any Sale future occurrence of same. Any such sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or Pledge permitted under transfer of the Property or any interest in Borrower made in contravention of this Article 7 results in any other Person 5 shall be null and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (void and of required by Lender), no force and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencieseffect.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereofentire unpaid principal balance on this Note and all accrued unpaid interest immediately due, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanwithout notice, and then Borrower will pay that amount. Upon default, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, increase the interest rate on this Note to 18.000% per annum, if an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in increase does not cause the interest rate to exceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender the amount of these costs and expenses, which includes, subject to any limits under applicable law, Lender. All out-of-pocket 's reasonable attorneys' fees and Lender's legal expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including reasonable attorney's fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of fortyanticipated post-nine percent (49%) of the ownership interests in Borrower or Borrower Principaljudgment collection services. If not prohibited by applicable law, Borrower shallalso will pay any court costs, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF FLORIDA. IF THERE IS A LAWSUIT, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited TransferBORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF PINELLAS COUNTY, which opinion shall be in formTHE STATE OF FLORIDA. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, scope and substance acceptable in all respects to Lender and the Rating AgenciesPROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right entire unpaid principal balance on this Agreement and all accrued unpaid interest immediately due, without notice, and then Borrower will pay that amount. Upon default, including failure to condition pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, do one or both of the consent to a Prohibited Transfer requested hereunder upon following: (a) a modification of increase the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter variable interest rate on this Agreement to 5.0% over the basic economic terms of the LoanIndex per annum, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal add any unpaid accrued interest to one-half of one percent (0.5%) of principal and such sum will bear interest therefrom until paid at the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth rate provided in this Agreement (includingincluding any increased rate). The interest rate will not exceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower also will pay Lender that amount. This includes, without limitationsubject to any limits under applicable law, the covenants in Article 6) Lender's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or 's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of fortyanticipated post-nine percent (49%) of the ownership interests in Borrower or Borrower Principaljudgement collection services. If not prohibited by applicable law, Borrower shallalso will pay any court costs, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS AGREEMENT HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF COLORADO. IF THERE IS A LAWSUIT, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited TransferBORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF BOULDER COUNTY, which opinion shall be in formTHE STATE OF COLORADO. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, scope and substance acceptable in all respects to Lender and the Rating AgenciesPROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO.

LENDER'S RIGHTS. Subject to the provisions of Section 7.5 hereof and without derogation of the rights of Borrower pursuant to Section 7.3 hereof, Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon upon, among other things, (a) a modification of the terms hereofhereof and, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanif applicable, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses reasonable out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees and actual out-of-pocket disbursements, incurred in connection with such Prohibited Transfer (which costs and expenses shall be paid by Borrower whether or not Lender consents to such Prohibited Transfer), (c) receipt of written confirmation from the a Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a SecuritizationAgency Confirmation, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) Intentionally Blank, (f) to the extent such transferee shall own ten percent (10%) or more of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than ten percent (10%) of the direct or indirect ownership interests in Borrower as of the Closing Date), delivery by Borrower, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) acceptable to Lender with respect to such transferee, (g) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower aggregating more than forty-nine percent (49%) (provided such transferee owned none of or less than forty nine percent (49%) of the direct or indirect equity interests in Borrower or any SPE Component Entity as of the Closing Date), or to increase its equity interests in Borrower from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), delivery of a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to LenderNew Non-Consolidation Opinion addressing such Transfer, and (fh) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All expenses, including, without limitation, reasonable attorneys’ fees and actual out-of-pocket expenses disbursements, incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Upon the occurrence of an Event of Default: a. Lender reserves may, at its option, and without notice to Pledgor or any other party, sell or otherwise dispose of any or all of the Pledged Collateral. The occurrence or non‑occurrence of an Event of Default hereunder shall in no manner impair the ability of Lender to demand payment of any portion of the Obligations which are payable on demand and/or payable pursuant to the Loan Documents. Lender shall have all of the rights and remedies of a secured party under the applicable UCC and under other Applicable Laws. In addition to all other rights available to it under Applicable Laws or otherwise, Lender, in conjunction with the assignment, pledge or transfer of any of the Obligations by Lender, shall have the right to condition assign therewith Lender’s rights in any of the consent Pledged Collateral, and any assignee, pledgee or transferee shall have the rights of Lender hereunder with respect to the Pledged Collateral so assigned, pledged or transferred. b. Any written notice of the sale, disposition, or other intended action by Lender with respect to the Pledged Collateral which is required by Applicable Laws and is sent by certified mail, postage prepaid, to Pledgor at Pledgor’s address specified in Section 4.10 hereof at least ten (10) Business Days prior to such sale, disposition, or action shall constitute reasonable notice to Pledgor. c. Pledgor recognizes that Lender may be unable to effect a public sale of all or part of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act, and applicable state securities laws, but may be compelled to resort to one or more private sales to a Prohibited Transfer requested hereunder upon (a) restricted group of purchasers who will be obligated to agree, among other things, to acquire all or a modification part of the terms hereofPledged Collateral for its own account, in Lender’s reasonable discretion provided that such modifications shall for the Loans and all other Obligations, and not alter the basic economic terms with a view of the Loandistribution or resale thereof. Pledgor acknowledges and agrees that any private sale so made may be at prices and on other terms less favorable to the seller than if such Pledged Collateral were sold at public sale and that Lender has no obligation to delay the sale of such Pledged Collateral for the period of time necessary to permit the registration of such Pledged Collateral for public sale under any securities laws. Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. If any consent, and an assumption approval or authorization of any federal, state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Note and the Pledged Collateral, or any partial sale or other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) disposition of the outstanding principal balance of the Loan Pledged Collateral, Pledgor will execute all applications and all of Lender’s expenses incurred other instruments as may be reasonably required in connection with securing any such Prohibited Transferconsent, approval or authorization and will otherwise use its best efforts to secure the same. In addition, if the Pledged Collateral is disposed of pursuant to Rule 144 of the Securities Act (c) receipt “Rule 144”), Pledgor agrees to complete and execute a “Form 144,” or comparable successor form, at Lender’s request; and Pledgor agrees to provide any material adverse information in regard to the current and prospective operations of written confirmation from any entity whose membership interest or stock constitutes all or a portion of the Rating Agencies Pledged Collateral of which Pledgor has knowledge and which has not been publicly disclosed, and Pledgor hereby acknowledges that the Prohibited Transfer will not Pledgor’s failure to provide such information may result in a downgradecriminal and/or civil liability. d. For so long as such Default or Event of Default continues and before the Pledged Collateral has been sold, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether entitled to remove any or not all of the managers of each Issuer (the “Managers”) and appoint any representatives of Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder other person or entity, as Lender elects, to be the Manager(s) in order to declare fill the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender vacancy created by such removal and the Rating Agencies in connection with the closing members of the Loan, and if Issuers shall not have the right to remove the Managers so appointed by Lender or to elect a sole Manager or any Sale new or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesadditional Managers.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereofentire unpaid principal balance on this Note and all accrued unpaid interest immediately due, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanwithout notice, and an assumption of then Borrower will pay that amount. Upon default, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, increase the variable interest rate on this Note and to 3.000 percentage points over the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer Index. The interest rate will not result in a downgradeexceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, withdrawal or qualification of the initialsubject to any limits under applicable law, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) Lender's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or 's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of fortyanticipated post-nine percent (49%) of the ownership interests in Borrower or Borrower Principaljudgment collection services. If not prohibited by applicable law, Borrower shallalso will pay any court costs, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF INDIANA. IF THERE IS A LAWSUIT, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited TransferBORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF ST. XXXXXX COUNTY, which opinion shall be in formTHE STATE OF INDIANA. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, scope and substance acceptable in all respects to Lender and the Rating AgenciesPROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF INDIANA.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereofentire unpaid principal balance on this Note and all accrued unpaid interest immediately due, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanwithout notice, and an assumption of then Borrower will pay that amount. Upon default, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, increase the variable interest rate on this Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer 3.000 percentage points. The interest rate will not result in a downgradeexceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, withdrawal or qualification of the initialsubject to any limits under applicable law, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) Lender's reasonable attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or 's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of fortyanticipated post-nine percent (49%) of the ownership interests in Borrower or Borrower Principaljudgment collection services. If not prohibited by applicable law, Borrower shallalso will pay any court costs, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF UTAH. IF THERE IS A LAWSUIT, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited TransferBORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF SALT LAKE COUNTY, which opinion shall be in formTHE STATE OF UTAH. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, scope and substance acceptable in all respects to Lender and the Rating AgenciesPROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF UTAH.

LENDER'S RIGHTS. If any Damage occurs and some or all of it is covered by insurance, then (i) Lender reserves may, but is not obligated to, make proof of loss if not made promptly by Borrower and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage [notwithstanding the foregoing provisions of this subsection (b)(i), so long as no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default) has occurred and is continuing at any time during such settlement, adjustment or compromise, Lender shall provide Borrower with written notice of any settlement, adjustment or compromise of such claim made solely by Lender]; (ii) each insurance company concerned is authorized and directed to make payment directly to Lender for the Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (2) subject to Section 3.07(c) and at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not be excused in the payment thereof); (B) the cure of any default under the Documents; or (C) the Restoration. Notwithstanding the foregoing, if there shall then be no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default), Borrower shall have the right to condition settle, adjust or compromise any claim for Damage if the consent to a Prohibited Transfer requested hereunder upon total amount of such claim is less than $235,000.00 (a) a modification the “Borrower Claim Threshold”), provided, that, Borrower promptly uses the full amount of such insurance proceeds for Restoration of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, Damage and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal provides evidence thereof to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result Lender in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory manner acceptable to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by held without the payment of interest thereon. If Borrower whether receives any insurance proceeds for the Damage, Borrower shall promptly deliver the proceeds to Lender. Notwithstanding anything in this Instrument or not Lender consents at law or in equity to the Prohibited Transfer. contrary, none of the insurance proceeds paid to Lender shall not be required to demonstrate any actual impairment deemed trust funds and Lender may dispose of its security or any increased these proceeds as provided in this Section. Borrower expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s 's reasonable out-of-pocket expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a an impending Securitization, (d) the proposed transferee’s 's continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, if applicable, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lendermay reasonably request. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Upon the occurrence of an Event of Default, any commitment and obligation of Lender reserves under this Note or any other agreement immediately will terminate including any obligation to make further advances, and, at Lender's option, Lender may declaxx xxx entire unpaxx xxxncipal balance under this Note and all accrued unpaid interest immediately due and payable, all without notice of any kind to Borrower, except that in the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification case of an Event of Default of the terms hereoftype described in the "Dissolution or Bankruptcy" subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have all the rights and remedies provided in any documents relating to this Note or available at law, in equity, or otherwise. Upon the declaration that the entire unpaid principal balance and accrued interest shall be due and payable or upon the occurrence of an Event of Default of the type described in the "Dissolution or Bankruptcy" subsection above, the unpaid principal balance and accrued interest shall be due and payable hereunder and Borrower is obligated to pay that amount to Lender’s reasonable discretion provided that such modifications shall not alter . Notwithstanding any other provision of this Note, Lender shall, prior to exercising any other rights or remedies available to Lender, submit draws under the basic economic Letters of Credit in form Lender reasonably believes to be proper under the terms of the Loan, respective Letters of Credit and an assumption on a proportionate basis (76% of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the then outstanding principal balance of this Note together with all accrued and unpaid interest thereon with respect to the Loan Letter of Credit issued for the account of Bunge North America, Inc. and 20% xx the then outstanding principal balance of this Note together with all accrued and unpaid interest thereon with respect to the Letter of Lender’s expenses incurred in connection with such Prohibited TransferCredit issued for the account of ICM, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6Inc.) and the other Loan Documentscollect, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory if made available to Lender, and (f) the satisfaction proceeds of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest Letters of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents Credit and apply such proceeds to the Prohibited Transferamount due hereunder. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4agrees that, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing principal payment is made on this Note (other than as a result of a draw on one or more of the LoanLetters of Credits), upon the request of Borrower and if any Sale or Pledge upon Lenders' receipt of confirmation from AgStar Financial Services, PCA, as agent under the Bank Group Facility, that such principal payment is permitted under this Article 7 results the Bank Group Facility, Lender will consent to and acknowledge a reduction in any other Person and its Affiliates owning in excess the face amount of forty-nine percent such Letter of Credit by an amount equal to the applicable proportionate share of such principal payment (49%) 76% of the ownership interests in Borrower or Borrower Principalamount of such principal payment with respect to the Letter of Credit issued for the account of Bunge North America, Borrower shallInc. and 24% xx xxe amount of such principal payment with respect to the Letter of Credit issued for the account of ICM, prior to such transfer (and of required by LenderInc.), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereofentire unpaid principal balance on this Note and all accrued unpaid interest immediately due, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanwithout notice, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transferthen Borrower will pay that amount. Upon Borrower's failure to pay all amounts declared due pursuant to this section, (b) receipt of payment of a transfer fee equal including failure to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transferpay upon final maturity, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, at its option, may also, if permitted under applicable law, increase the variable interest rate on this Note to 5.000 percentage points over the otherwise effective interest rate. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and (f) the satisfaction of such other conditions and/or Lender's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in anticipated post-judgment collection services. Borrower also will pay any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principalcourt costs, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA. IF THERE IS A LAWSUIT, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited TransferBORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF SANTA XXXXX COUNTY, which opinion shall be in formTHE STATE OF CALIFORNIA. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, scope and substance acceptable in all respects to Lender and the Rating AgenciesPROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

LENDER'S RIGHTS. Notwithstanding Section 16.5, the Supplier, from time to time on or after the date of this Agreement shall have the right, at its cost, to enter into a Secured Lender’s Security Agreement. For the avoidance of doubt, in the case of a deed of trust or similar instrument securing bonds or debentures where the trustee holds security on behalf of, or for the benefit of, other lenders, only the trustee shall be entitled to exercise the rights and remedies under the Secured Lender’s Security Agreement as the Secured Lender reserves on behalf of the right lenders. A Secured Lender’s Security Agreement shall be upon and subject to condition the consent to a Prohibited Transfer requested hereunder upon following conditions: (a) a modification of the terms hereof, in A Secured Lender’s reasonable discretion provided that such modifications shall not alter the basic economic Security Agreement may be made for any amounts and upon any terms (including terms of the Loanloans, interest rates, payment terms and an assumption of the Note and the other Loan Documents prepayment privileges or restrictions) as so modified desired by the proposed Prohibited TransferSupplier, except as otherwise provided in this Agreement. (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) A Secured Lender’s Security Agreement may not secure any indebtedness, liability or obligation of the outstanding principal balance Supplier that is not related to the Contract Facility or cover any real or personal property of the Loan and all of Supplier not related to the Contract Facility. For greater certainty, a Secured Lender’s expenses incurred Security Agreement may cover shares or partnership interests in connection with such Prohibited Transfer, the capital of the Supplier. (c) receipt of written confirmation from No Secured Lender’s Security Agreement shall affect or encumber in any manner the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification Buyer’s title to any government-owned premises. The Buyer shall have no liability whatsoever for payment of the initialprincipal sum secured by any Secured Lender’s Security Agreement, or if higher, then current ratings issued in connection with a Securitization, any interest accrued thereon or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) other sum secured thereby or accruing thereunder; and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Secured Lender shall not be required entitled to demonstrate seek any actual impairment damages against the Buyer for any or all of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without same. (d) No Secured Lender’s consent. This provision Security Agreement shall apply be binding upon the Buyer in the enforcement of the Buyer’s rights and remedies provided in this Agreement or by Laws and Regulations, unless and until a copy of the original thereof and the registration details, if applicable, together with written notice of the address of the Secured Lender to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything which notices may be sent have been delivered to the contrary contained in this Section 7.4, Buyer by the Supplier or the Secured Lender; and in the event of an assignment of such Secured Lender’s Security Agreement, such assignment shall not be binding upon the Buyer unless and until a substantive non-consolidation opinion was copy thereof and the registration details, if applicable, together with written notice of the address of the assignee thereof to which notices may be sent, have been delivered to Lender the Buyer by the Supplier or the Secured Lender. (e) If the Supplier is in default under or pursuant to the Secured Lender’s Security Agreement and the Rating Agencies in connection with Secured Lender intends to exercise any rights afforded to the closing of the Loan, and if any Sale or Pledge permitted Secured Lender under this Article 7 results in any other Person and its Affiliates owning in excess Agreement, then the Secured Lender shall give notice of forty-nine percent such default to the Buyer at least five (49%5) of the ownership interests in Borrower or Borrower Principal, Borrower shall, Business Days prior to exercising any such transfer rights. (and of required by f) Any Secured Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.’s Security Agreement permitted hereunder may secure two

LENDER'S RIGHTS. Lender reserves the right to condition the any consent to a Prohibited Transfer requested required hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms hereof (excludin9 a modification of the Loaninterest rate, amortization term, maturity date, or payment schedule) and on an assumption of the Note Note, this Security Instrument and the other Loan Documents as so modified by in connection with the proposed Prohibited Transfer, (b) receipt of payment of a transfer an assumption fee equal to one-half (except with respect 10 Permitted Transfers) of one percent (0.51 %) of the outstanding principal balance of the Loan and all Note (the "Assumption Fee"), payment of Lender’s a $2,000.00 processing fee (the 'Processing Fee"), payment of expenses incurred in by Xxxxxx (Including attorneys' fees) In connection with such Prohibited Transferany proposed Transfer (the "Transfer Expenses"), the approval by a Rating Agency (cdefined below) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or and legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred If the holder of the Note shall be a "real estate mortgage investment conduit" or "REMIC' (as such terms are defined in Section 8600 of the United States Internal Revenue Code, as amended, and any related United States Treasury Department regulations) (the "REMIC Trust"), such opinions shall include, without limitation, an opinion of counsel In form and substance satisfactory to Lender, from counsel approved by Lender Xxxxxx, stating that the tax qualification and status of the REMIC Trust as a REMIC will not be adversely affected or impaired as a result of such modification or assumption. The Transfer Expenses and the processing Fee shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or Dr any increased risk of default hereunder in order to declare the Debt Secured Obligations immediately due and payable upon a Prohibited Transfer without Xxxxxx's consent. Any Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in contravention of this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.Section

LENDER'S RIGHTS. If any Damage occurs and some or all of it is covered by insurance, then (i) Lender reserves may, but is not obligated to, make proof of loss if not made promptly by Borrower and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage; (ii) each insurance company concerned is authorized and directed to make payment directly to Lender for the Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all Costs (defined below) related to collection of the proceeds, and (2) subject to Section 3.07(c) and at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not be excused in the payment thereof, except that the monthly principal and interest payment amount due under Section 1(b) of the Note may be adjusted in accordance with the provisions of Section 1(e) of the Note); (B) the cure of any Event of Default under the Documents; or (C) the Restoration. Notwithstanding the foregoing, if there shall then be no Event of Default, Borrower shall have the right to condition settle, adjust or compromise any claim for Damage and receive immediate payments of proceeds if the consent to a Prohibited Transfer requested hereunder upon (a) a modification total amount of such claim is less than $1,250,000.00, provided, that Borrower promptly uses the full amount of such insurance proceeds for Restoration of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, Damage and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal provides evidence thereof to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result Lender in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory manner acceptable to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by Borrower whether or not Lender consents to held without the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment payment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transferinterest thereon. Notwithstanding anything to the contrary contained in this Section 7.4hereinabove, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing provided there is no Event of the LoanDefault, and if subject to Xxxxxx’s reasonable approval, Borrower shall have the right to settle, adjust or compromise any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning claim for Damage in excess of forty-nine percent (49%) $1,250,000.00. If Borrower receives any insurance proceeds for the Damage in excess of $1,250,000.00, Borrower shall promptly deliver the proceeds to Lender. Notwithstanding anything in this Instrument or at law or in equity to the contrary, none of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion insurance proceeds paid to Lender reflecting such Prohibited Transfer, which opinion shall be deemed trust funds and Lender may dispose of these proceeds as provided in formthis Section. Borrower expressly assumes all risk of loss from any Damage, scope and substance acceptable in all respects to Lender and the Rating Agencieswhether or not insurable or insured against.

LENDER'S RIGHTS. Except as provided in SUBPARAGRAPH 15(C), (D) AND (E) above, Lender reserves the right to condition the consent to a Prohibited Transfer requested required hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an on assumption of the Note Note, this Mortgage and the other Loan Documents as so modified by the proposed Prohibited TransferTransferee, (b) receipt of payment of a transfer an assumption fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan Principal Amount, and all of Lender’s 's out of pocket expenses incurred in connection with such Prohibited Transfertransfer, (c) receipt the approval by a rating agency of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s , the proposed transferee's continued compliance with the covenants set forth in this Agreement (Mortgage, including, without limitation, the covenants contained in Article 6) and the other Loan DocumentsPARAGRAPH 17, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of or such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All of Lender's out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfersuch assumption. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt Note immediately due and payable upon a Prohibited Transfer made Borrower's prohibited sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfersale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property regardless of whether voluntary or not, or whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4sale, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating AgenciesProperty.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s 's reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s 's expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s 's continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower PrincipalBorrower, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower, Senior Mezzanine Borrower, Junior Mezzanine Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, without notice, and then Borrower will pay that amount. Upon default, including failure to condition pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, do one or both of the consent to a Prohibited Transfer requested hereunder upon following: (a) a modification of increase the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter variable interest rate on this Note to 2.500 percentage points over the basic economic terms of the LoanIndex, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal add any unpaid accrued interest to one-half of one percent principal and such sum will bear interest therefrom until paid at the rate provided in this Note (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer including any increased rate). The interest rate will not result in a downgradeexceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, withdrawal or qualification of the initialsubject to any limits under applicable law, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) Lender's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or 's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfermodify or vacate any automatic stay or injunction), appeals, and any anticipated post- judgment collection services. Lender shall If not be required prohibited by applicable law, Borrower also will pay any court costs, in addition to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consentall other sums provided by law. This provision shall apply to each and every Prohibited Transfer, whether or not Lender Note has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was been delivered to Lender and accepted by Lender in the Rating Agencies State of Washington. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts situated in connection King County, the State of Washington This Note shall be governed by and construed in accordance with the closing laws of the LoanState of Washington. STATUTE OF FRAUDS PROVISION. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING WITH ASSIGNMENT OF LEASES AND RENTS THIS DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING WITH ASSIGNMENT OF LEASES AND RENTS ("Deed of fortyTrust") is made December 20, 1995 by THE COEUR D'ALENES COMPANY, an Idaho corporation, as "Grantor", whose address is East 0000 Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000; to RAINIER CREDIT COMPANY, as "Trustee", whose address is X.X. Xxx 00000, XXX-nine percent (49%) X0, Xxxxxxx, XX 00000-0000; for the benefit of the ownership interests in Borrower or Borrower PrincipalSEATTLE-FIRST NATIONAL BANK, Borrower shalla national banking association, prior to such transfer (and of required by Lender)as "Beneficiary", and in addition to any other requirement for Lender consent contained hereinwhose address is 000 Xxxxx Xxxxxx, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer00xx Xxxxx, which opinion shall be in formXxxxxxx, scope and substance acceptable in all respects to Lender and the Rating AgenciesXX 00000, Attention: Real Estate Loan Administration.

LENDER'S RIGHTS. Lender reserves During the right to condition continuance of any Leasehold Mortgage permitted by this Lease, and until such time as the consent to a Prohibited Transfer requested hereunder upon lien of any Leasehold Mortgage has been extinguished (which provisions shall be for the benefit of the Leasehold Mortgagee): (a) a Landlord shall not agree to any mutual termination nor accept any surrender or termination of this Lease, nor shall Landlord consent to any amendment or modification of this Lease without the terms hereofprior written consent of Lender; provided, in Lender’s reasonable discretion provided that such modifications the provisions of this subsection shall not alter apply to any cancellation or surrender occurring without Landlord's consent pursuant to the basic economic terms provisions of the LoanUnited States Bankruptcy Code, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer11 U.S.C. 101, et seq.; (b) receipt Following Lender's acquisition of payment Tenant's interest in this Lease pursuant to a foreclosure or an assignment in lieu of a transfer fee equal foreclosure, the Lender shall be entitled to one-half assign its interest in this Lease without Landlord's prior consent, subject to compliance with the terms and conditions of one percent this Article 8. All subsequent Transfers by the Transferee of Lender shall comply with the provisions of this Lease, including all restrictions on Transfer set forth in Article 9 hereof; and (0.5%c) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred If, in connection with such Prohibited Transfersecuring by Tenant of any Leasehold Mortgage, (c) receipt of written confirmation from the Rating Agencies that affected Lender requests an amendment with respect to the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants Lender protection rights set forth in this Agreement (includingArticle 8, without limitationLandlord agrees not to unreasonably withhold its consent to any such amendment; provided, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender Landlord shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order consent to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.such

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereofentire unpaid principal balance on this Note and all accrued unpaid interest immediately due, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanwithout notice, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transferthen Borrower will pay that amount. Upon Borrower's failure to pay all amounts declared due pursuant to this section, (b) receipt of payment of a transfer fee equal including failure to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transferpay upon final maturity, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, at its option, may also, if permitted under applicable law, increase the variable interest rate on this Note to 5.000 percentage points over the Index. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and (f) the satisfaction of such other conditions and/or Lender's reasonable legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in anticipated post-judgment collection services. Borrower also will pay any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principalcourt costs, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA. IF THERE IS A LAWSUIT, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited TransferBORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF LOS ANGELES COUNTY, which opinion shall be in formTHE STATE OF CALIFORNIA. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, scope and substance acceptable in all respects to Lender and the Rating AgenciesPROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

LENDER'S RIGHTS. Lender shall have the right to grant or withhold its consent to any Prohibited Transfer in its sole and absolute discretion. In furtherance, and not in limitation, of the foregoing, Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a SecuritizationSecuritization of the Loan, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, including the covenants in Article 6VI) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principalunless Lender waives such requirement, a new manager for the each Individual Property and a new management agreement satisfactory to Lender, (f) the satisfaction of all conditions set forth in Section 7.4 of the Mezzanine 2 Loan Agreement, (g) the satisfaction of all conditions set forth in Section 7.4 of the Mezzanine 1 Loan Agreement, and (fh) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an on assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the applicable Individual Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower Borrowers whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4Article 7, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale Sale, Pledge or Pledge other transfer of an interest in any Restricted Party (other than a transfer permitted under this Article 7 Section 7.3(a)(iii), (iv) or (v) or Section 7.3(c) results in any other Person and together with its Affiliates either having Control over any Restricted Party or owning an aggregated interest in excess of forty-nine percent (49%) of the ownership interests in Borrower a Restricted Party, whether such interest are direct or Borrower Principalindirect, Borrower Borrowers shall, prior to such transfer (and of required by Lender)Sale, pledge or other transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfertransfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, without notice, and then Borrower will pay that amount. Upon Borrower's failure to condition pay all amounts declared due pursuant to this section, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, do one or both of the consent to a Prohibited Transfer requested hereunder upon following: (a) a modification of increase the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter variable interest rate on this Note to 5.250 percentage points over the basic economic terms of the LoanIndex, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal add any unpaid accrued interest to one-half of one percent (0.5%) of principal and such sum will bear interest therefrom until paid at the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth rate provided in this Agreement Note (includingincluding any increased rate). Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, without limitationsubject to any limits under applicable law, the covenants in Article 6) Lender's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or 's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorney's fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in anticipated post-judgment collection services. Borrower also will pay any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principalcourt costs, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any all other requirement for sums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA. IF THERE IS A LAWSUIT, BORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF LOS ANGELES COUNTY, THE STATE OF CALIFORNIA. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. (INITIAL HERE MC/JJH) THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. DISHONORED ITEM FEE. Borrower will pay a fee to the Lender consent contained herein, deliver of $25.00 if Borrower makes a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender payment on Borrower's loan and the Rating Agenciescheck or preauthorized charge with which Borrower pays is later dishonored.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, without notice, and then Borrower will pay that amount. Upon Borrower's failure to condition pay all amounts declared due pursuant to this section, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, do one or both of the consent to a Prohibited Transfer requested hereunder upon following: (a) a modification of increase the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter variable interest rate on this Note to 5.000 percentage points over the basic economic terms of the Loanindex, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal add any unpaid accrued interest to one-half of one percent (0.5%) of principal and such sum will bear interest therefrom until paid at the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth rate provided in this Agreement Note (includingincluding any increased rate). Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, without limitationsubject to any limits under applicable law, the covenants in Article 6) Lender's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or 's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in anticipated, post-judgment collection services. Borrower also will pay any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principalcourt costs, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA. IF THERE IS A LAWSUIT, deliver BORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF LOS ANGELES COUNTY, THE STATE OF CALIFORNIA. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. (INITIAL HERE [INITIAL]). THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. DISHONORED ITEM FEE. Borrower will pay a revised substantive non-consolidation opinion fee to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender of $25.00 if Borrower makes a payment on Borrower's loan and the Rating Agenciescheck or preauthorized charge with which Borrower pays is later dishonored.

LENDER'S RIGHTS. If any Damage occurs and some or all of it is covered by insurance, then (i) Lender reserves may, but is not obligated to, make proof of loss if not made promptly by Borrower and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage; (ii) each insurance company concerned is authorized and directed to make payment directly to Lender for the Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (2) subject to Section 4.07(c) and, if the Damage does not satisfy the conditions of Section 4.07(c), at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not be excused in the payment thereof); (B) the cure of any default under the Documents; or (C) the Restoration. Notwithstanding the foregoing, Borrower shall have the right to condition settle, adjust or compromise any claim for Damage if the consent to a Prohibited Transfer requested hereunder upon total amount of such claim is less than $2,000,000 for the affected Individual Property, provided, that, (ax) a modification if the total amount of such claim is less than $500,000, Borrower promptly uses the full amount of such insurance proceeds for Restoration of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, Damage and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal provides evidence thereof to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result Lender in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory manner acceptable to Lender, and (fy) if the satisfaction total amount of such other conditions and/or legal opinions as claim equals or exceeds $500,000, all such insurance proceeds shall be paid directly to Lender shall determine in its reasonable discretion to be held and applied or disbursed as provided in the interest of Lenderthis Section 4.07. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by Borrower whether held without the payment of interest thereon. Notwithstanding anything in this Agreement or not Lender consents at law or in equity to the Prohibited Transfer. contrary, none of the insurance proceeds paid to Lender shall not be required to demonstrate any actual impairment deemed trust funds and Lender may dispose of its security or any increased these proceeds as provided in this Section. Borrower expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereofentire unpaid principal balance on this Note and all accrued unpaid interest immediately due, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanwithout notice, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transferthen Borrower will pay that amount. Upon Borrower's failure to pay all amounts declared due pursuant to this section, (b) receipt of payment of a transfer fee equal including failure to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transferpay upon final maturity, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, at its option, may also, if permitted under applicable law, increase the variable interest rate on this Note to 5.000 percentage points over the Index. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and (f) the satisfaction of such other conditions and/or Lender's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in anticipated post-judgment collection services. Borrower also will pay any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principalcourt costs, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA. IF THERE IS A LAWSUIT, deliver a revised substantive nonBORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF NEVADA COUNTY, THE STATE OF CALIFORNIA. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. 69 09-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.01-1999 PROMISSORY NOTE LOAN NO 3400369949 (CONTINUED) PAGE 2 ================================================================================

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, without notice, and then Borrower will pay that amount. Upon default, including failure to condition pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, do one or both of the consent to a Prohibited Transfer requested hereunder upon following: (a) a modification increase the interest rate on this Note to five percentage (5.00%) points over the interest rate in effect at the time of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loandefault, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal add any unpaid accrued interest to one-half of one percent principal and such sum will bear interest therefrom until paid at the rate provided in this Note (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer including any increased rate). The interest rate will not result in a downgradeexceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, withdrawal or qualification of the initialsubject to any limits under applicable law, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) Lender's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for arbitration and bankruptcy proceedings (including efforts to the Prohibited Transfermodify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Lender shall If not be required prohibited by applicable law, Borrower also will pay any court costs, in addition to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consentall other sums provided by law. This provision shall apply to each and every Prohibited Transfer, whether or not Lender Note has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was been delivered to Lender and accepted by Lender in the Rating Agencies in connection with State of Oregon. IF THERE IS A LAWSUIT, BORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF MULTNOMAH COUNTY, THE STATE OF OREGON. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OREGON. RIGHT OF SETOFF. To the closing of the Loanextent any such accounts exist, Borrower grants to Lender a contractual possessory security interest in, and if any Sale hereby assigns, conveys, delivers, pledges, and transfers to Lender all Borrower's right, title and interest in and to, Borrower's accounts with Lender (whether checking, savings, or Pledge permitted under this Article 7 results in any some other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lenderaccount), including without limitation all accounts held jointly with someone else and all accounts Borrower may open in addition the future, excluding however all Xxxxx and trust accounts. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on this Note against any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting and all such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesaccounts.

LENDER'S RIGHTS. If any Damage occurs and some or all of it is covered by insurance, then (i) Lender reserves may, but is not obligated to, make proof of loss if not made promptly by Borrower and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage; (ii) each insurance company concerned is authorized and directed to make payment directly to Lender for the Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all Costs (defined below) related to collection of the proceeds, and (2) subject to Section 3.07(c) and at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not be excused in the payment thereof, except that the monthly principal and interest payment amount due under Section 1(b) of the Note may be adjusted in accordance with the provisions of Section 1(e) of the Note); (B) the cure of any Event of Default under the Documents; or (C) the Restoration. Notwithstanding the foregoing, if there shall then be no Event of Default, Borrower shall have the right to condition settle, adjust or compromise any claim for Damage and receive immediate payments of proceeds if the consent to a Prohibited Transfer requested hereunder upon (a) a modification total amount of such claim is less than $1,250,000.00, provided, that Borrower promptly uses the full amount of such insurance proceeds for Restoration of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, Damage and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal provides evidence thereof to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result Lender in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory manner acceptable to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by Borrower whether or not Lender consents to held without the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment payment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transferinterest thereon. Notwithstanding anything to the contrary contained in this Section 7.4hereinabove, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing provided there is no Event of the LoanDefault, and if subject to Lender’s reasonable approval, Borrower shall have the right to settle, adjust or compromise any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning claim for Damage in excess of forty-nine percent (49%) $1,250,000.00. If Borrower receives any insurance proceeds for the Damage in excess of $1,250,000.00, Borrower shall promptly deliver the proceeds to Lender. Notwithstanding anything in this Instrument or at law or in equity to the contrary, none of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion insurance proceeds paid to Lender reflecting such Prohibited Transfer, which opinion shall be deemed trust funds and Lender may dispose of these proceeds as provided in formthis Section. Borrower expressly assumes all risk of loss from any Damage, scope and substance acceptable in all respects to Lender and the Rating Agencieswhether or not insurable or insured against.

LENDER'S RIGHTS. Lender reserves Borrower will remain liable for the right to condition Indebtedness outstanding after Lxxxxx applies any Net Proceeds or Award. Lxxxxx will not pay interest on any Net Proceeds or Award Lxxxxx holds. If Borrower receives any insurance proceeds for the consent to a Prohibited Transfer requested hereunder upon (a) a modification Damage or an Award in excess of $500,000, then Borrower shall promptly deliver all of the terms hereofproceeds or Award to Lender, without deduction. Notwithstanding anything in Lender’s reasonable discretion provided that such modifications shall the Loan Documents, at law or in equity to the contrary, the Net Proceeds and Award will not alter the basic economic terms be trust funds and Lender may dispose of the Loan, and an assumption of the Note and the other Loan Documents Net Proceeds or Award as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of permitted in the Loan Documents. Borrower assumes all risk of loss from any Damage or Taking. a. If any Damage occurs which is, at least partially, covered by insurance, then: (A) if Borrower does not promptly make an insurance claim for the Damage, then Lender may, but is not obligated to, make the insurance claim; (B) if Lxxxxx makes an insurance claim, then Borrower authorizes and all of Lender’s expenses incurred in connection with such Prohibited Transferempowers Lender to settle, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initialadjust, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, compromise the claim; (C) Borrower authorizes and directs the insurer to make any ratings Damage payment directly to be assigned in connection with a Securitization, Lender; and (dD) the proposed transferee’s continued compliance with the covenants unless otherwise expressly set forth in this Agreement Subsection (includingiii) below, without limitationLender may apply the Net Proceeds to the Indebtedness in any order it determines. b. Borrower assigns all Awards to Lender. All Awards must be paid to Lender in excess of $500,000. Lender may (A) collect, the covenants in Article 6) receive, and the other Loan Documentsgive receipt for, any Award, (eB) to the extent that a Prohibited Transfer would result accept any Award in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lenderany amount without question, and (fC) the satisfaction of such other conditions and/or legal opinions as appeal any judgment, decree, or Award. Borrower shall sign and deliver all instruments Lender shall determine in its reasonable discretion requests to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due evidence Bxxxxxxx's assignments and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained authorizations in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating AgenciesSubsection.

LENDER'S RIGHTS. Notwithstanding Section 16.5, the Supplier, from time to time on or after the date of this Agreement shall have the right, at its cost, to enter into a Secured Lender’s Security Agreement. For the avoidance of doubt, in the case of a deed of trust or similar instrument securing bonds or debentures where the trustee holds security on behalf of, or for the benefit of, other lenders, only the trustee shall be entitled to exercise the rights and remedies under the Secured Lender’s Security Agreement as the Secured Lender reserves on behalf of the right lenders. A Secured Lender’s Security Agreement shall be based upon and subject to condition the consent to a Prohibited Transfer requested hereunder upon following conditions: (a) a modification of the terms hereof, in A Secured Lender’s reasonable discretion provided that such modifications shall not alter the basic economic Security Agreement may be made for any amounts and upon any terms (including terms of the Loanloans, interest rates, payment terms and an assumption of the Note and the other Loan Documents prepayment privileges or restrictions) as so modified desired by the proposed Prohibited TransferSupplier, except as otherwise provided in this Agreement. (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) A Secured Lender’s Security Agreement may not secure any indebtedness, liability or obligation of the outstanding principal balance Supplier that is not related to the Facility or cover any real or personal property of the Loan and all of Supplier not related to the Facility. For greater certainty, a Secured Lender’s expenses incurred Security Agreement may cover shares or partnership interests in connection with such Prohibited Transfer, the capital of the Supplier. (c) receipt of written confirmation from No Secured Lender’s Security Agreement shall affect or encumber in any manner the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification Buyer’s title to any government-owned premises. The Buyer shall have no liability whatsoever for payment of the initialprincipal sum secured by any Secured Lender’s Security Agreement, or if higher, then current ratings issued in connection with a Securitization, any interest accrued thereon or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) other sum secured thereby or accruing thereunder; and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Secured Lender shall not be required entitled to demonstrate seek any actual impairment damages against the Buyer for any or all of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without same. (d) No Secured Lender’s consent. This provision Security Agreement shall apply be binding upon the Buyer in the enforcement of the Buyer’s rights and remedies provided in this Agreement or by Laws and Regulations, unless and until a copy of the original thereof and the registration details, if applicable, together with written notice of the address of the Secured Lender to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything which notices may be sent have been delivered to the contrary contained in this Section 7.4, Buyer by the Supplier or the Secured Lender; and in the event of an assignment of such Secured Lender’s Security Agreement, such assignment shall not be binding upon the Buyer unless and until a substantive non-consolidation opinion was copy thereof and the registration details, if applicable, together with written notice of the address of the assignee thereof to which notices may be sent, have been delivered to Lender the Buyer by the Supplier or the Secured Lender. (e) If the Supplier is in default under or pursuant to the Secured Lender’s Security Agreement and the Rating Agencies in connection with Secured Lender intends to exercise any rights afforded to the closing of the Loan, and if any Sale or Pledge permitted Secured Lender under this Article 7 results in any other Person and its Affiliates owning in excess Agreement, then the Secured Lender shall give notice of forty-nine percent such default to the Buyer at least five (49%5) of the ownership interests in Borrower or Borrower Principal, Borrower shall, Business Days prior to exercising any such transfer rights. (and of required by f) Any Secured Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.’s Security Agreement permitted hereunder may secure two

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereofentire unpaid principal balance on this Note and all accrued unpaid interest immediately due, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanwithout notice, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transferthen Borrower will pay that amount. Upon Borrower's failure to pay all amounts declared due pursuant to this section, (b) receipt of payment of a transfer fee equal including failure to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transferpay upon final maturity, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, at its option, may also, if permitted under applicable law, increase the variable interest rate on this Note to 5.000 percentage points over the Index. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and (f) the satisfaction of such other conditions and/or Lender's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in anticipated post-judgment collection services. Borrower also will pay any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principalcourt costs, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA. IF THERE IS A LAWSUIT, deliver a revised substantive nonBORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF NEVADA COUNTY, THE STATE OF CALIFORNIA. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. 57 09-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.01-1999 PROMISSORY NOTE LOAN NO 3400269949 (CONTINUED) PAGE 2 ================================================================================

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereofentire unpaid principal balance on this Note and all accrued unpaid interest immediately due, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanwithout notice, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transferthen Borrower will pay that amount. Upon Borrower's failure to pay all amounts declared due pursuant to this section, (b) receipt of payment of a transfer fee equal including failure to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transferpay upon final maturity, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, at its option, may also, if permitted under applicable law, increase the variable interest rate on this Note to 6.250 percentage points over the Index. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and (f) the satisfaction of such other conditions and/or Lender's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in anticipated post-judgment collection services. Borrower also will pay any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principalcourt costs, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA. IF THERE IS A LAWSUIT, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited TransferBORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF SANTA XXXXX COUNTY, which opinion shall be in formTHE STATE OF CALIFORNIA. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, scope and substance acceptable in all respects to Lender and the Rating AgenciesPROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-one half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s 's expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s 's continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (ed) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the or Mortgage Borrower Principalor Senior Mezzanine Borrower, a new manager for the Property and a new management agreement satisfactory to Lender, (e) the satisfaction of all conditions set forth in Section 7.4 of the Mortgage Loan Agreement, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating AgenciesLender.

LENDER'S RIGHTS. Borrower shall have the right to request Lender to consent to a Sale or Pledge that is a Prohibited Transfer, but Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon upon, among other things, (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change appointment of Control of Borrower by the Borrower Principal, a new manager Manager for the Property and under a new management agreement Management Agreement reasonably satisfactory to Lender, (f) to the extent such transferee shall own twenty percent (20%) or more of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) of the direct or indirect ownership interests in Borrower as of the Closing Date), delivery by Borrower, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) reasonably acceptable to Lender with respect to such transferee, and (fg) the satisfaction of such other customary and commercially reasonable conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if If any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised opinion letter pertaining to substantive non-consolidation opinion to Lender reflecting such Prohibited TransferLender, which opinion shall be in a customary and commercially reasonable form, scope and substance reasonably acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a upon, among other things, modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all Documents, payment of Lender’s expenses incurred in connection with such Prohibited Transfertransfer fees, (c) Rating Agency fees, receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to LenderRatings Confirmation, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall reasonably determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket reasonable expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.46.4, in the event a substantive non-consolidation opinion an Insolvency Opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 6 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender Lender's consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. If any Damage occurs and some or all of it is covered by insurance, then (i) Lender reserves may, but is not obligated to, make proof of loss if not made promptly by Borrower and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage [notwithstanding the foregoing provisions of this subsection (b)(i), so long as no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default) has occurred and is continuing at any time during such settlement, adjustment or compromise, Lender shall provide Borrower with written notice of any settlement, adjustment or compromise of such claim made solely by Lender]; (ii) each insurance company concerned is authorized and directed to make payment directly to Lender for the Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (2) subject to Section 3.07(c) and at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not be excused in the payment thereof); (B) the cure of any default under the Documents; or (C) the Restoration. Notwithstanding the foregoing, if there shall then be no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default), Borrower shall have the right to condition settle, adjust or compromise any claim for Damage if the consent to a Prohibited Transfer requested hereunder upon total amount of such claim is less than $240,000.00 (a) a modification the “Borrower Claim Threshold”), provided, that, Borrower promptly uses the full amount of such insurance proceeds for Restoration of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, Damage and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal provides evidence thereof to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result Lender in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory manner acceptable to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by held without the payment of interest thereon. If Borrower whether receives any insurance proceeds for the Damage, Borrower shall promptly deliver the proceeds to Lender. Notwithstanding anything in this Instrument or not Lender consents at law or in equity to the Prohibited Transfer. contrary, none of the insurance proceeds paid to Lender shall not be required to demonstrate any actual impairment deemed trust funds and Lender may dispose of its security or any increased these proceeds as provided in this Section. Borrower expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right entire unpaid principal balance on this Agreement and all accrued unpaid interest immediately due, without notice, and then Borrower will pay that amount. Upon Borrower's failure to condition pay all amounts declared due pursuant to this section, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, do one or both of the consent to a Prohibited Transfer requested hereunder upon following: (a) a modification of increase the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter variable interest rate on this Agreement to 6.500 percentage points over the basic economic terms of the LoanIndex, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal add any unpaid accrued interest to one-half of one percent (0.5%) of principal and such sum will bear interest therefrom until paid at the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth rate provided in this Agreement (includingincluding any increased rate). Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower also will pay Lender that amount. This includes, without limitationsubject to any limits under applicable law, the covenants in Article 6) Lender's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or 's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in anticipated post-judgment collection services. Borrower also will pay any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principalcourt costs, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS AGREEMENT HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA. IF THERE IS A LAWSUIT, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited TransferBORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF ORANGE COUNTY, which opinion shall be in formTHE STATE OF CALIFORNIA. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, scope and substance acceptable in all respects to Lender and the Rating AgenciesPROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. (INITIAL HERE _________) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

LENDER'S RIGHTS. If any Damage occurs and some or all of it is covered by insurance, then (i) Lender reserves may, but is not obligated to, make proof of loss if not made promptly by Borrower and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage; (ii) each insurance company concerned is authorized and directed to make payment directly to Lender for the Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (2) subject to Section 3.07(c) and at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not be excused in the payment thereof); (B) the cure of any default under the Documents; or (C) the Restoration. Notwithstanding the foregoing, Borrower shall have the right to condition settle, adjust or compromise any claim for Damage (and to receive the consent to a Prohibited Transfer requested hereunder upon (aproceeds thereof) a modification if the total amount of such claim is less than $500,000, provided that Borrower promptly uses the full amount of such insurance proceeds for Restoration of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, Damage and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal provides evidence thereof to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result Lender in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory manner acceptable to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by held without the payment of interest thereon. If Borrower whether receives any insurance proceeds for the Damage, Borrower shall promptly deliver the proceeds to Lender. Notwithstanding anything in this Instrument or not Lender consents at law or in equity to the Prohibited Transfer. contrary, none of the insurance proceeds paid to Lender shall not be required to demonstrate any actual impairment deemed trust funds and Lender may dispose of its security or any increased these proceeds as provided in this Section. Borrower expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies (a “Rating Agency Confirmation”) that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement Security Instrument (including, without limitation, the covenants in Article 6Sections 4.2 , 4.3 and 5.9) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket reasonable expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification Tenant agrees that if Landlord has notified Tenant in writing of the terms hereofname and address of any person(s) or entities who holds a mortgage on the Building and the land thereunder (collectively, the “Mortgagee’’), the following rights and benefits shall inure to the benefit of each such Mortgagee until satisfaction of its mortgage or expiration of this Lease: (i) if (x) Landlord defaults in Lender’s reasonable discretion provided that such modifications the performance of any of its obligations under this Lease and fails to cure the default and (y) as a consequence Tenant would be entitled to terminate this Lease, Tenant shall not alter the basic economic terms of the Loan, terminate this Lease without first giving notice and an assumption of the Note and the other Loan Documents opportunity to cure (as so modified by the proposed Prohibited Transfer, described in paragraph (b) receipt below) to the Mortgagee; and (ii) Tenant shall send to the Mortgagee(s) copies of any default notices sent to Landlord. (b) If Landlord’s default (t) can be cured by the payment of a transfer fee equal money, the Mortgagee shall have thirty (30) days in the aggregate to one-half cure the default; (ii) cannot be cured by the payment of one percent money but is curable within thirty (0.5%30) days, the Mortgagee shall have thirty (30) days in the aggregate to cure the default; and (iii) cannot be cured by the payment of money and cannot be cured within thirty (30) days, the outstanding principal balance Mortgagee shall have such period of time as is necessary to cure the Loan default provided that (x) the Mortgagee shall notify Tenant of its intention to cure the default, (y ) the Mortgagee commences action to cure the default within twenty (20) days and (z) the Mortgagee thereafter proceeds diligently at all of Lender’s expenses incurred in connection with such Prohibited Transfer, times to cure the default. (c) receipt If any Mortgagee succeeds to Landlord’s interest in the Building, Tenant shall attorn to such Mortgagee but such Mortgagee (i) shall not be liable for any act or omission of written confirmation from Landlord under this Lease occurring prior to the Rating Agencies that conveyance of title to the Prohibited Transfer will not result in Mortgagee (except to the extent such act or omission is a downgrade, withdrawal or qualification Landlord obligation subsequent to conveyance of title to the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings Building to be assigned in connection with a Securitizationthe Mortgagee), (dii) the proposed transferee’s continued compliance with the covenants shall not be subject to any offset, defense or counterclaim accruing prior to such conveyance, except as expressly set forth in this Agreement Lease, (iii) shall not be bound by any payment prior to such conveyance of rent for more than one month in advance (except prepayments in the nature of security for the performance by Tenant of its obligations hereunder which security is actually transferred to the Mortgagee), (iv) shall not be bound by any covenant to perform (including, without limitation, any covenant to complete) any renovation or construction in the covenants Premises or to pay any sums to Tenant in Article 6) and the other Loan Documentsconnection therewith, (e) in either case arising or accruing prior to the extent that a Prohibited Transfer would result in a change date of Control such sale or conveyance of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to LenderLandlord’s interest, and (fv) shall be liable for the satisfaction performance of the other obligations of Landlord under this Lease only during the period such other conditions and/or legal opinions as Lender Mortgagee shall determine in its reasonable discretion to be hold such interest in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating AgenciesBuilding.

LENDER'S RIGHTS. Lender reserves the right to condition the consent required pursuant to a Prohibited Transfer requested hereunder this Article 8 upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an on assumption of the Note Note, this Security Instrument and the other Loan Other Security Documents as so modified by the proposed Prohibited Transfertransferee, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses 's Expenses, incurred in connection with such Prohibited TransferTransfer (including, (c) receipt without limitation, Lender's reasonable attorneys' fees and expenses), payment, other than with respect to a transfer permitted pursuant to Section 8.5 hereof, of written a transfer fee in an amount equal to $40,000 and a $10,000 processing fee, the confirmation from the in writing by a Rating Agencies Agency that the Prohibited Transfer proposed transferee will not not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or or, if higher, then current ratings issued assigned in connection with a any Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) delivery of evidence that the proposed transferee’s continued compliance transferee continues to comply with the covenants set forth in this Agreement (Security Instrument, including, without limitation, the covenants in Article 6) and the other Loan Documents, Section 4.3 hereof (e) to the extent that which evidence shall include a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory legal non-consolidation opinion acceptable to Lender), and (f) the satisfaction of or such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket of Lender's expenses incurred by Lender and, except with respect to a Transfer pursuant to Section 8.5 hereof, the $10,000 processing fee shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer, excluding a Transfer pursuant to Section 8.5 hereof. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s 's consent. This provision shall apply to each and every Prohibited TransferTransfer regardless of whether voluntary or not, or whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Until such time as Depository Bank shall have received notice from Lender reserves in a Timely Manner, funds on deposit from time to time in the right to condition Deposit Account shall be disbursed as Company and the consent to a Prohibited Transfer requested hereunder upon (a) a modification Lender may jointly direct. As used in this Agreement, “Timely Manner” means receipt of the terms hereofrelevant notice, notice revocation or instruction at a time and in Lender’s a manner affording Depository Bank a reasonable discretion provided that opportunity to act thereon. Lender simultaneously shall provide Company with such modifications shall not alter the basic economic terms of the Loannotice. After Depository Bank has received a notice, and an assumption of until such time as Depository Bank has received contrary notice from Lender in a Timely Manner that a default has been waived or has ceased to exist: (i) Lender shall have immediate access to and control over the Note Deposit Account and the other Loan Documents as so modified by items deposited therein; (ii) Company shall have no control whatsoever over items deposited into the proposed Prohibited TransferDeposit Account; (iii) Company irrevocably authorizes Depository Bank, (b) receipt without investigation, to comply with any requests of payment of a transfer fee equal Lender with regard to one-half of one percent (0.5%) of the outstanding principal balance of the Loan deposits in and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation withdrawals from the Rating Agencies that the Prohibited Transfer will not result in a downgradeDeposit Account, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, directions of Lender to transfer the covenants balance of the Deposit Account to Lender pursuant to payment, transfer and withdrawal orders and changes to such orders given from time to time by Lender’s officers (“Transfer Orders”) without the consent of Company; (iv) Lender shall have exclusive dominion and control of the Deposit Account and all items deposited therein, and Depository Bank shall not comply with any directions from Company regarding the Deposit Account unless Lender gives its written consent thereto in Article 6advance; (v) Depository Bank is authorized and the other Loan Documents, (e) directed to the extent that a Prohibited Transfer would result in a change of Control of Borrower supply any necessary endorsement and to deposit all monies and instruments received by the Borrower Principal, a new manager Depository Bank for the Property and a new management agreement satisfactory to Lender, account of Company; and (fvi) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender Company agrees it shall not be required make any attempt to demonstrate any actual impairment of its security access the Deposit Account or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesfunds therein.

LENDER'S RIGHTS. Lender reserves Apart from other rights contained in Clause 12, 13,14 & 15 of Standard Terms and Conditions provided along with the right to condition agreement or hosted in the consent to a Prohibited Transfer requested hereunder upon (a) a modification public website of the terms hereofLender, the Lender shall have following rights: i) The Borrowers shall disclose to the Lender all his financial liability that will affect this contract in Lender’s reasonable discretion provided that such modifications any capacity. The Lender shall not alter be entitled to terminate the basic economic terms contract if there is any adverse report on the Borrower, found at any time after the execution of the LoanAgreement including about all beneficial owners or Director or Partner or Trustee etc., and an assumption of in which event the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower entire monies payable by the Borrower Principal, a new manager for and the Property and a new management agreement satisfactory Co Borrower becomes payable forthwith to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lenderwithout any demand/notice. All out-of-pocket expenses incurred by The Lender shall be entitled to adjust / realize all monies, including any deposits, shares and securities held by the Lender and refund the balance, if any. ii) The occurrence of any/all of the aforesaid Events of Default shall entitle the Lender to intimate the Borrower that the entire sum of money and all other sums and charges of whatsoever nature, including but not limited to, interests on account of default in payment of insurance premia, if premium availed through the facilitation services rendered by the Lender and or on account of other taxes which would have been payable by the Borrower whether or not Lender consents if the Agreement had run to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately full term, have become due and payable upon forthwith. The Lender shall be entitled to charge an extra percentage at a Prohibited Transfer made without Lender’s consent. This provision shall apply to each rate specified in the First Schedule on the principal outstanding and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything on the other amounts due and demand that all the aforesaid amounts be repaid to the contrary contained Lender immediately. The Lender may by a notice in this Section 7.4, in writing at its discretion call upon the Borrower/Co-borrower to rectify the event a substantive non-consolidation opinion was delivered to Lender and of default within the Rating Agencies period specified in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesnotice.

LENDER'S RIGHTS. Lender reserves the right to condition the consent consent, to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (ec) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in In the event a an opinion letter pertaining to substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion letter to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Upon and during the continuance of any Event of Default, Lender reserves may: 19.01 Notify account debtors at Borrower’s expense, that the Collateral has been assigned to Lender and that payments shall be made directly to Lender and upon request of Lender, Borrower will so notify such account debtor that their accounts must be paid to Lender. This right may be exercised by the Lender at any time, on or after the occurrence of an Event of Default. Borrower will immediately upon receipt of all checks, drafts, cash and other remittances deliver the same in kind to the Lender. Lender shall have full power to collect, compromise, endorse, sell or otherwise deal with the Collateral or proceeds thereof in its own name or in the name of Borrower and Borrower hereby, for consideration paid, irrevocably appoints the Lender its attorney-in-fact for this purpose. 19.02 Without notice to Borrower, enter and take possession of all equipment, Inventory, and other Collateral and the premises on which they are now or hereafter located, including without limitation, breaking the close and changing and replacing locks as may be required without the same being considered as a trespass, as Borrower hereby expressly provides authority for the same. The Lender, at its sole discretion, may operate and use Borrower’s equipment, complete work in process and sell inventory without being liable to the Borrower on account of any losses, damage or depreciation that may occur as a result thereof so long as Lender shall act reasonably and in good faith and may lease or license the Collateral to third persons or entities for such purposes; and in any event, Lender may at its option and without notice to Borrower, except as specifically herein provided, sell, lease, assign and deliver, the whole or any part of the Collateral, or any substitute therefor, or any addition thereto, at public or private sale, for cash, upon credit, or for future delivery, at such prices and upon such terms as Lender deems advisable, including without limitation the right to condition sell or lease in conjunction with other property, real or personal, and allocate the consent sale proceeds or leases among the items of property sold without the necessity of the Collateral being present at any such sale, or in view of prospective purchasers thereof. Lender shall give Borrower timely notice by hand delivery to Borrower or by United States mail, postage prepaid (in which event notice shall be deemed to have been given when so deposited in the mail), at the address specified herein, of the time and place of any public or private sale or other disposition unless the Collateral is perishable, threatens to decline speedily in value, or is the type customarily sold in a Prohibited Transfer requested hereunder upon recognized market. Upon such sale, Lender may become the purchaser of the whole or any part of the Collateral sold, discharged from all claims and free from any right of redemption. In case of any such sale by Lender of all or any of said Collateral on credit, or for future delivery, such property so sold may be retained by Lender until the selling price is paid by the purchaser. The Lender shall incur no liability in case of the failure of the purchaser to take up and pay for the Collateral so sold. In case of any such failure, the said Collateral may be again, from time-to-time, sold. 19.03 Continue to occupy and use all premises which the Borrower now occupies or may hereafter have or occupy, to the extent Borrower could legally do so, and may use all trademarks, service marks, trade names, trade styles, logos, goodwill, trade secrets, franchises, licenses and patents which the Borrower now has or may hereafter acquire, including the following rights: (i) the rights in said marks, name, styles, logos and goodwill acquired by the common law of the United States or of any state thereof or under the law of any foreign nation, organization, or subdivision thereof; (ii) the rights acquired by registrations of said marks, names, styles, and logos under the statute of any foreign country, or the United States, or any state or subdivision thereof; (iii) the rights acquired in each and every form of said mxxx, name, style and logo as used by the Borrower notwithstanding that less than all of such forms would be registered and notwithstanding the form of said mxxx, name and style; (iv) the right to use or license any party to the use of all or any of said marks, names, styles, logos and goodwill in connection with the sale of goods and/or the rendering of services in the conduct of services advertising, promotion and the like anywhere in the world; (v) the right to use said marks, names, styles, logos and goodwill either in connection with or entirely independent from the Collateral; (vi) the right to assign, transfer and convey a partial interest or the entire interest in any one or more of said marks, names, styles or logos; (vii) the right to seek registration, foreign or domestic, of any of said marks, names, styles or logos which was not registered as of the date hereof or registered subsequently; (viii) the right to prosecute pending trademark applications for foreign or domestic registration (federal or state) of any of said marks, names, styles or logos. Notwithstanding the foregoing, the Lender acknowledges and agrees that: (a) a modification the Lender has no security interest in any intangibles which constitutes intellectual property of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement Borrower (including, without limitation, the covenants “Sxxxx & Wesson” trade name and any trade secrets, know-how, licenses, trade names, logos, registrations, patents, patent applications copyrights, copyright applications, trademarks or trademark applications (collectively the “Intangibles”)); and (b) the Lender will exercise the rights set forth in Article 6) 19.03 in a manner that will not be inconsistent with any security interest granted to any other party in such intellectual property assets; provided, however, Lender shall be free to use the “Sxxxx & Wesson” trade name and other Intangibles in connection with the sale of Collateral in the event of foreclosure and/or the exercise of Lender’s cumulative rights and remedies. 19.04 Act as attorney-in-fact for Borrower for the purposes herein described, and Borrower does hereby make, constitute and appoint any officer or agent of Lender as Borrower’s true and lawful attorney-in-fact, with full power: to endorse the name of Borrower or any of Borrower’s officers or agents upon any assignments, notes, checks, drafts, money orders, or other Loan Documentsinstruments of payment or Collateral that may come into possession of Lender for purposes of such recovery of accounts receivable monies; to sign and endorse the name of Borrower or any of Borrower’s officers or agents upon any negotiable instrument, (e) invoice, freight or express bxxx, bxxx of lading, storage or warehouse receipts, drafts, assignments, verifications and notices in connection with accounts, and any instruments or documents relating thereto or to Borrower’s rights therein; to give notice to the extent United States Post Office to effect changes of address so that mail addressed to the Borrower may be permanently delivered directly to the Lender for purposes of accepting same, and obtaining access to contents, in order to take possession of such accounts receivable monies, and all other collateral, with full power to do any and all things necessary to be done in and about the premises as fully and effectually as Borrower might or could do; and Borrower does hereby ratify all that Lender shall lawfully do, or cause to be done by virtue hereof. 19.05 Make all Obligations immediately due and payable, without presentment, demand, protest, hearing or notice of any kind and exercise the remedies of a Prohibited Transfer would result in a change of Control of Borrower Lender afforded by the Uniform Commercial Code and other applicable law or by the terms of any agreement between Borrower Principaland Lender. 19.06 In the case of any sale or disposition of the Collateral, a new manager for or the Property and a new management agreement satisfactory realization of funds therefrom, the proceeds thereof shall first be applied to Lenderthe payment of the expenses of re-taking, maintaining, and (f) the satisfaction foreclosure of Collateral, and costs, fees and expenses of such other conditions and/or legal opinions as Lender shall determine in its sale, commissions, reasonable discretion to be in the interest of Lender. All out-of-pocket expenses attorney’s fees and all charges paid or incurred by Lender pertaining to said sale, including any taxes or other charges imposed by law upon the Collateral and/or the owning, holding or transferring thereof; secondly, to pay, satisfy, and discharge the Obligations secured hereby pro rata in accordance with the unpaid amount thereof; and thirdly, to pay the surplus, if any, to Borrower, provided that the time of any application of the proceeds shall be payable by at the sole and absolute discretion of the Lender. To the extent such proceeds do not satisfy the foregoing items, Borrower whether hereby promises and agrees to pay the deficiency. 19.07 The Lender and the holders of the Obligations may take or not Lender consents release other security, may release any party primarily or secondarily liable for any of the Obligations, may grant extensions, renewals or indulgences with respect to the Prohibited Transfer. Obligations, or may apply to the Obligations the proceeds of the Collateral or any amount received on account of the Collateral by the exercise of any right permitted hereunder, without resorting or regard to other security or sources of reimbursement. 19.08 Require the Borrower to assemble the Collateral in a single location at a place to be designated by Lender and make the Collateral at all times secure and available to the Lender. 19.09 The Lender shall hereby also be granted a security interest in, and right of set off against any balance on any deposit, deposit account, agency, reserve, holdback, or other account maintained by, or on behalf of, the Borrower with the Lender and the Lender shall have the right to apply the proceeds of such foreclosure or set off against such items of Borrower’ Obligations as Lender may select. 19.10 All rights and remedies of Lender whether provided for herein or in other agreements, instruments, or documents, or conferred by law, are cumulative and not alternative and may be enforced successively. 19.11 The parties agree that in the event that a determination of Adequate Protection of Lender is required to demonstrate any actual impairment under Section 362 or 363 of the Bankruptcy Reform Act of 1978 (the “Bankruptcy Code”), its security successor, or any increased risk Bankruptcy Rules in connection therewith, that: A. The bargain of default the parties at the time of lien creation hereunder in order to declare provide the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply Lender with adequate protection to each and every Prohibited Transferinduce it to make the loan(s), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, included stated ratios herein. B. That in the event a substantive non-consolidation opinion was delivered of any proceeding under the Bankruptcy Code, that the said ratio of the value (as determined by the Lender in its sole discretion) Collateral secured to Lender to the amount of the Obligation (“Collateral-To-Obligation Ratio”), must be increased by an additional One Hundred Ten Percent (110%), in order to continue to provide minimum levels of Adequate Protection to Lender due to the reduced expectation for present and future prospects of lien enforcement resulting from the Rating Agencies existence of proceedings under the Bankruptcy Code. This agreed minimum increase in said ratio shall not act to bar Lender from presenting evidence that even such increase is insufficient and leaves the Lender without Adequate Protection, based upon the deteriorating nature or kind of Collateral, wholly or in part, in any instance. C. That the parties agree that the costs of liquidating and collecting of Collateral, as well as the potential for rapid Collateral deterioration if Borrower is, at any time, subject to the Bankruptcy Code, all require that the original Collateral-To-Obligation Ratio be increased, as aforesaid, as a requirement of minimum Adequate Protection, in addition to such other additional Adequate Protection as may be required by the Lender. D. The parties agree that these covenants shall be conclusive evidence in any proceeding to determine minimum Adequate Protection under the Bankruptcy Code, as to the intention and agreement of the parties at both this time, and at all times hereinafter, until the Obligations to the Lender, are paid in full. E. That these agreements may be submitted to the Court in any such proceeding, by the Lender, in its sole and exclusive discretion, as conclusive evidence as to the agreement of the parties at the time of such hearing, concerning minimum Adequate Protection to be provided to the Lender at the time of presentment. PROVIDED, HOWEVER, that such submission shall not constitute a waiver of any default or breach hereunder, or of any other agreement by the Borrower to the Lender, but shall remain only as evidence for the limited purposes stated herein. F. PROVIDED, FURTHER that at all times the Lender reserves, and does not waive Borrower’s obligation to provide Adequate Protection prior to the Borrower’s use of “cash collateral” as defined in Section 363 of the Bankruptcy Code. 19.12 The Lender has no obligation to attempt to satisfy the Obligations by collecting from any other Person liable for them and Lender may release, modify or waive any Collateral provided by any other Person to secure any of the Obligations, all without affecting Lender’s rights against Borrower. Borrower waives any right it may have to require Lender to pursue any third Person for any of the Obligations. 19.13 Lender may comply with any applicable state or federal law requirements in connection with the closing a disposition of the LoanCollateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. 19.14 Lender may sell the Collateral without giving any warranties as to the Collateral. The Lender may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect, the commercial reasonableness of the sale of the Collateral. 19.15 If Lender sells any of the Collateral upon credit, Borrower will be credited only with payments actually made by the purchaser, received by Lender and if applied to the indebtedness of the purchaser. In the event that purchaser fails to pay for the Collateral, Lender may resell the Collateral and Borrower shall be credited with the proceeds of the sale. 19.16 In the event Lender purchases any Sale of the Collateral being sold, Lender may pay for the Collateral by crediting some or Pledge permitted under this Article 7 results all of the Obligations of the Borrower. 19.17 Lender has no obligation to mxxxxxxx any assets in favor of Borrower or in payment of any of the Obligations or any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in obligations owed to Lender by Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesperson.

LENDER'S RIGHTS. Lender reserves and any person designated by Lender may, upon reasonable prior notice to Borrower (except in an emergency or following an Event of Default, when no such prior notification will be required) and subject to the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification rights of the terms hereofresidents at Borrower’s Individual Property, in enter Borrower’s Individual Property to assess the environmental condition of such Individual Property and its use including (i) conducting any environmental assessment or audit (the scope of which shall be determined by Lender) and (ii) taking samples of soil, groundwater or other water, air, or building materials, and conducting other invasive testing at all reasonable times when (A) an Event of Default has occurred under the Documents (unless Lender has accepted cure of such Event of Default by specific written statement from Lender to Borrower acknowledging Lender’s reasonable discretion acceptance of such cure, and Borrower specifically understands and agrees that Lender shall have no obligation whatsoever to accept the cure of any Event of Default), (B) Lender reasonably believes that a Release has occurred or the Individual Property is not in compliance with all Environmental Laws, or (C) the Loan is being considered for sale (provided that such modifications shall not alter the basic economic terms of the Loan, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (bx) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing entry under clause (C) only shall be at Lender’s expense and (y) no Phase II testing shall be permitted solely pursuant to clause (C)), which entry under this clause (C) only (1) shall be limited to twice per year, (2) shall be limited to a Phase I environmental site assessment unless Phase II or other invasive testing is recommended by a reputable environmental consultant engaged by Lender (in which event, copies of such recommendations and supporting information will be provided to Borrower prior to entry by Lender or any such person designated by Lender for the Loanpurposes of conducting the Phase II or other invasive testing), and if (3) shall, in each instance, require at least seven (7) days’ prior written notice to Borrower for any Sale Phase I testing and at least five (5) days’ prior written notice to Borrower for any Phase II or Pledge permitted under this Article 7 results in other invasive testing. Borrower shall cooperate (and shall require Property Manager to cooperate) with and provide access to Lender and such person. Lender and any such person shall use reasonable efforts to minimize interference with the use or operation of Borrower’s Individual Property by Borrower, any Tenant or any other Person and user or occupant of Borrower’s Individual Property, and, following assessment, sampling or testing, Lender shall be required to restore Borrower’s Individual Property to substantially its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, condition prior to such transfer assessment, sampling or testing (and of required unless prohibited from doing so by LenderEnvironmental Laws), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Confidential Treatment Requested by BANA XXXX-Xxxx-00128 Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to a new Qualified Manager for the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, Property or a new manager for the Property satisfactory to Lender and in each case, a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 Section 7.4 results (in one or in a series of transactions) in any other Person and and/or its Affiliates owning in excess of forty-nine percent (49%) of the direct or indirect ownership interests in Borrower or Borrower Principalin any SPE Component Entity (other than the Persons owning such interests as of the date hereof) or in any transfer of a general partnership or managing limited partnership interest in Borrower, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive nonversion of the Non-consolidation opinion Consolidation Opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance reasonably acceptable in all respects to Lender and in form, scope and substance acceptable in all respects to the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an on assumption of the Note this Agreement and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan $250,000.00 and all of Lender’s reasonable out-of-pocket expenses incurred in connection with such Prohibited Transfer, (c) to the extent required by Lender, receipt of written confirmation from the a Rating Agencies that Agency Confirmation with respect to the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a SecuritizationTransfer, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (Agreement, including, without limitation, the covenants in Article 6) and the other Loan Documents5, (e) if such transfer results in any Person owning in excess of forty-nine percent (49%) of the direct or indirect interests in Borrower that did not own the same immediately prior to such Prohibited Transfer, receipt of a New Non-Consolidation Opinion with respect to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower PrincipalTransfer, a new manager for the Property and a new management agreement satisfactory to Lender, and and/or (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a SecuritizationSecuritization of the Loan, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, including the covenants in Article 6VI) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principalunless Lender waives such requirement, a new manager for the each Individual Property and a new management agreement satisfactory to Lender, (f) the satisfaction of all conditions set forth in Section 7.4 of the Mezzanine 3 Loan Agreement, (g) the satisfaction of all conditions set forth in Section 7.4 of the Mezzanine 2 Loan Agreement, (h) the satisfaction of all conditions set forth in Section 7.4 of the Mezzanine 1 Loan Agreement, (i) the satisfaction of all conditions set forth in Section 7.4 of the Xxxxx Fargo Mortgage Loan Agreement, and (fj) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an on assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the applicable Individual Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower Borrowers whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4Article 7, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale Sale, Pledge or Pledge other transfer of an interest in any Restricted Party (other than a transfer permitted under this Article 7 Section 7.3(a)(iii), (iv) or (v) or Section 7.3(c) results in any other Person and together with its Affiliates either having Control over any Restricted Party or owning an aggregated interest in excess of forty-nine percent (49%) of the ownership interests in Borrower a Restricted Party, whether such interest are direct or Borrower Principalindirect, Borrower Borrowers shall, prior to such transfer (and of required by Lender)Sale, pledge or other transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfertransfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating AgenciesAgencies .

LENDER'S RIGHTS. If any Damage occurs and some or all of it is covered by insurance, then (i) Lender reserves may, but is not obligated to, make proof of loss if not made promptly by Borrower and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage [notwithstanding the foregoing provisions of this subsection (b)(i), so long as no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default) has occurred and is continuing at any time during such settlement, adjustment or compromise, Lender shall provide Borrower with written notice of any settlement, adjustment or compromise of such claim made solely by Lender]; (ii) each insurance company concerned is authorized and directed to make payment directly to Lender for the Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (2) subject to Section 3.07(c) and at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not be excused in the payment thereof); (B) the cure of any default under the Documents; or (C) the Restoration. Notwithstanding the foregoing, if there shall then be no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default), Borrower shall have the right to condition settle, adjust or compromise any claim for Damage if the consent to a Prohibited Transfer requested hereunder upon total amount of such claim is less than $230,000.00 (a) a modification the “Borrower Claim Threshold”), provided, that, Borrower promptly uses the full amount of such insurance proceeds for Restoration of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, Damage and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal provides evidence thereof to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result Lender in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory manner acceptable to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by held without the payment of interest thereon. If Borrower whether receives any insurance proceeds for the Damage, Borrower shall promptly deliver the proceeds to Lender. Notwithstanding anything in this Instrument or not Lender consents at law or in equity to the Prohibited Transfer. contrary, none of the insurance proceeds paid to Lender shall not be required to demonstrate any actual impairment deemed trust funds and Lender may dispose of its security or any increased these proceeds as provided in this Section. Borrower expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. If any Damage occurs and some or all of it is covered by insurance, then (i) Lender reserves may, but is not obligated to, make proof of loss if not made promptly by Borrower and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage [notwithstanding the foregoing provisions of this subsection (b)(i), so long as no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default) has occurred and is continuing at any time during such settlement, adjustment or compromise, Lender shall provide Borrower with written notice of any settlement, adjustment or compromise of such claim made solely by Lender]; (ii) each insurance company concerned is authorized and directed to make payment directly to Lender for the Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (2) subject to Section 3.07(c) and at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not be excused in the payment thereof); (B) the cure of any default under the Documents; or (C) the Restoration. Notwithstanding the foregoing, if there shall then be no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default), Borrower shall have the right to condition settle, adjust or compromise any claim for Damage if the consent to a Prohibited Transfer requested hereunder upon total amount of such claim is less than $420,000.00 (a) a modification the “Borrower Claim Threshold”), provided, that, Borrower promptly uses the full amount of such insurance proceeds for Restoration of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, Damage and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal provides evidence thereof to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result Lender in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory manner acceptable to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by held without the payment of interest thereon. If Borrower whether receives any insurance proceeds for the Damage, Borrower shall promptly deliver the proceeds to Lender. Notwithstanding anything in this Instrument or not Lender consents at law or in equity to the Prohibited Transfer. contrary, none of the insurance proceeds paid to Lender shall not be required to demonstrate any actual impairment deemed trust funds and Lender may dispose of its security or any increased these proceeds as provided in this Section. Borrower expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon upon, among other things, (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter hereof (other than the basic economic terms of the Loan, terms) and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-one half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property being managed by a Qualified Manager and a new management agreement satisfactory to Lender, (f) to the extent such transferee shall own twenty percent (20%) or more of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) of the direct or indirect ownership interests in Borrower as of the Closing Date), delivery by Borrower, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) acceptable to Lender with respect to such transferee, and (fg) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consentconsent in violation of the terms herein. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in In the event a an opinion letter pertaining to substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, shall provide Lender with thirty (30) days prior to written notice of such transfer (and of required by Lender)proposed transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised opinion letter pertaining to substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.