Common use of Matters Regarding Clause in Contracts

Matters Regarding. Leased Facilities and Certain ---- ----------------------------------------------- Indebtedness of Subsidiaries. ---------------------------- (i) Indebtedness Related to Leased Facilities. --- ----------------------------------------- Schedule 6.01(aa) describes each Leased Facility and with respect thereto: (1) the Subsidiary Lessee which is the lessee thereof; (2) the Lessor thereof; (3) the amount of Lessor Indebtedness secured by any assets of such Leased Facility; (4) the Lessor Lender which is the obligee under such Lessor Indebtedness; (5) any assets of the Subsidiary Lessee leasing such Leased Facility which relate to such facility in which such Subsidiary Lessee has granted Liens in favor of the Lessor (it is acknowledged that the Lessor has assigned such Liens to the Lessor Lender) or Lessor Lender and confirmation that such Liens are Permitted Leased Facility Liens and Permitted Liens; (6) the original maturity date of such Lessor Indebtedness, without giving effect to subsequent amendments unless permitted by this Agreement; (7) whether a Facility Purchase Option has been granted as part of an Intercreditor Agreement between the Collateral Agent and the Lessor Lender with respect to such Leased Facility; (8) whether the Lessor Lender and Lessor have consented to the grant by the Subsidiary Lessee of a Leasehold Mortgage, in favor of the Collateral Agent for the benefit of the Banks and Liens on the assets of such Subsidiary Lessee (such Liens to be second in priority to the Liens granted by such Subsidiary Lessee to such Lessor Lender in such assets if such Subsidiary granted Liens in such assets to such Lessor Lender) with respect to such Leased Facility; (9) whether the applicable Lessor Lender has agreed to release its liens in the assets of the applicable Subsidiary Lessee leasing such Leased Facility related to such facility; (10) whether the applicable Lessor Lender has entered into a Non-Disturbance Agreement; (11) whether the applicable Lessor Lender has entered into an Intercreditor Agreement with the Collateral Agent; and (12) whether the applicable Lessor Lender has entered into a Trustee Agreement with the Collateral Agent.

Matters Regarding. Leased Facilities and Certain ---- ----------------------------------------------- Indebtedness of Subsidiaries. ---------------------------- (i) Indebtedness Related to Leased Facilities. --- ----------------------------------------- Schedule 6.01(aa) describes each Leased Facility and with respect thereto: : (1) ----------------- the Subsidiary Lessee which is the lessee thereof; ; (2) the Lessor thereof; (3) the amount of Lessor Indebtedness secured by any assets of such Leased Facility; (4) the Lessor Lender which is the obligee under such Lessor Indebtedness; (5) any assets of the Subsidiary Lessee leasing such Leased Facility which relate to such facility in which such Subsidiary Lessee has granted Liens in favor of the Lessor (it is acknowledged that the Lessor has assigned such Liens to the Lessor Lender) or Lessor Lender and confirmation that such Liens are Permitted Leased Facility Liens and Permitted Liens; (6) the original maturity date of such Lessor Indebtedness, without giving effect to subsequent amendments unless permitted by this Agreement; (7) whether a Facility Purchase Option has been granted as part of an Intercreditor Agreement between the Collateral Agent and the Lessor Lender with respect to such Leased Facility; (8) whether the Lessor Lender and Lessor have consented to the grant by the Subsidiary Lessee of a Leasehold Mortgage, in favor of the Collateral Agent for the benefit of the Banks and Liens on the assets of such Subsidiary Lessee (such Liens to be second in priority to the Liens granted by such Subsidiary Lessee to such Lessor Lender in such assets if such Subsidiary granted Liens in such assets to such Lessor Lender) with respect to such Leased Facility; (9) whether the applicable Lessor Lender has agreed to release its liens in the assets of the applicable Subsidiary Lessee leasing such Leased Facility related to such facility; (10) whether the applicable Lessor Lender has entered into a Non-Disturbance Agreement; (11) whether the applicable Lessor Lender has entered into an Intercreditor Agreement with the Collateral Agent; and (12) whether the applicable Lessor Lender has entered into a Trustee Agreement with the Collateral Agent.

Matters Regarding. Leased Facilities and Certain ---- ----------------------------------------------- Indebtedness of Subsidiaries. ---------------------------- (i) Indebtedness Related to Leased Facilities. --- Schedule ----------------------------------------- Schedule 6.01(aa) describes each Leased Facility and with respect thereto: (1) the Subsidiary Lessee which is the lessee thereof; (2) the Lessor thereof; (3) the amount of Lessor Indebtedness secured by any assets of such Leased Facility; (4) the Lessor Lender which is the obligee under such Lessor Indebtedness; (5) any assets of the Subsidiary Lessee leasing such Leased Facility which relate to such facility in which such Subsidiary Lessee has granted Liens in favor of the Lessor (it is acknowledged that the Lessor has assigned such Liens to the Lessor Lender) or Lessor Lender and confirmation that such Liens are Permitted Leased Facility Liens and Permitted Liens; (6) the original maturity date of such Lessor Indebtedness, without giving effect to subsequent amendments unless permitted by this Agreement; (7) whether a Facility Purchase Option has been granted as part of an Intercreditor Agreement between the Administrative Agent (or Collateral Agent Agent, as the case may be) and the Lessor Lender with respect to such Leased Facility; (8) whether the Lessor Lender and Lessor have consented to the grant by the Subsidiary Lessee of a Leasehold Mortgage, in favor of the Administrative Agent (or Collateral Agent Agent, as the case may be) for the benefit of the Banks and Liens on the assets of such Subsidiary Lessee (such Liens to be second in priority to the Liens granted by such Subsidiary Lessee to such Lessor Lender in such assets if such Subsidiary granted Liens in such assets to such Lessor Lender) with respect to such Leased Facility; (9) whether the applicable Lessor Lender has agreed to release its liens in the assets of the applicable Subsidiary Lessee leasing such Leased Facility related to such facility; (10) whether the applicable Lessor Lender has entered into a Non-Disturbance Agreement; (11) whether the applicable Lessor Lender has entered into an Intercreditor Agreement with the Administrative Agent (or Collateral Agent, as the case may be); and (12) whether the applicable Lessor Lender has entered into a Trustee Agreement with the Collateral Administrative Agent.

Matters Regarding. Leased Facilities and Certain ---- ----------------------------------------------- Indebtedness of Subsidiaries. ----------------------------the Fashion Show Mall Whole Loan. (ia) Indebtedness Related In the event that any of the Fashion Show Mall Trustee, the Fashion Show Mall Master Servicer or the Fashion Show Mall Special Servicer shall be replaced in accordance with the terms of the Fashion Show Mall Pooling Agreement, the Master Servicer and the Special Servicer shall acknowledge any such successor as the successor to Leased Facilities. --- ----------------------------------------- Schedule 6.01(aa) describes each Leased Facility the Fashion Show Mall Trustee, the Fashion Show Mall Master Servicer or the Fashion Show Mall Special Servicer, as the case may be, and with respect thereto:shall notify the Trustee regarding such replacement. (1b) The Master Servicer shall deliver, or cause to be delivered, to the Subsidiary Lessee which is Trustee, promptly following receipt from the lessee thereof;Fashion Show Mall Master Servicer, the Fashion Show Mall Special Servicer or the Fashion Show Mall Trustee, any servicing reports concerning the Fashion Show Mall Mortgage Loan. (2c) If, pursuant to Section 2.03, Section 3.18 or Section 9.01, the Lessor thereof; (3) Fashion Show Mall Mortgage Loan is purchased or repurchased from the amount Trust Fund, the purchaser thereof shall be bound by the terms of Lessor Indebtedness secured by any assets the Fashion Show Mall Intercreditor Agreement and shall assume the rights and obligations of the "A-2 Co-Lender" under the Fashion Show Mall Intercreditor Agreement. All portions of the related Mortgage File and other documents pertaining to the Fashion Show Mall Mortgage Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of such Leased Facility; Mortgage Loan in its capacity as "A-2 Co-Lender" (4) as a result of such purchase or repurchase), under the Lessor Lender which is Fashion Show Mall Intercreditor Agreement in the obligee manner contemplated under such Lessor Indebtedness; (5) any assets of the Subsidiary Lessee leasing such Leased Facility which relate to such facility in agreement, which such Subsidiary Lessee has granted Liens in favor of the Lessor (it is acknowledged that the Lessor has assigned purchaser shall be deemed to acknowledge. Thereafter, such Liens to the Lessor Lender) or Lessor Lender and confirmation that such Liens are Permitted Leased Facility Liens and Permitted Liens; (6) the original maturity date of such Lessor Indebtedness, without giving effect to subsequent amendments unless permitted by this Agreement; (7) whether a Facility Purchase Option has been granted as part of an Intercreditor Agreement between the Collateral Agent and the Lessor Lender with respect to such Leased Facility; (8) whether the Lessor Lender and Lessor have consented to the grant Mortgage File shall be held by the Subsidiary Lessee of A-2 Co-Lender or a Leasehold Mortgage, in favor of the Collateral Agent custodian appointed thereby for the benefit of the Banks "A-2 Co-Lender" and Liens on the assets other Lenders or "Co-Lender", as the case may be, as their interests appear under the Fashion Show Mall Intercreditor Agreement. If the related Servicing File is not already in the possession of such Subsidiary Lessee (such Liens to party, it shall be second in priority delivered to the Liens granted by such Subsidiary Lessee to such Lessor Lender in such assets if such Subsidiary granted Liens in such assets to such Lessor Lender) with respect to such Leased Facility; (9) whether master servicer or special servicer, as the applicable Lessor Lender has agreed to release its liens in case may be, under the assets of separate servicing agreement for the applicable Subsidiary Lessee leasing such Leased Facility related to such facility; (10) whether the applicable Lessor Lender has entered into a Non-Disturbance Agreement; (11) whether the applicable Lessor Lender has entered into an Intercreditor Agreement with the Collateral Agent; and (12) whether the applicable Lessor Lender has entered into a Trustee Agreement with the Collateral AgentFashion Show Mall Whole Loan.