Common use of PARTICIPATION AND SALE OF LOAN Clause in Contracts

PARTICIPATION AND SALE OF LOAN. (a) Lender may sell, transfer or assign its entire interest or one or more participation interests in the Loan and the Loan Documents at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan. Lender may issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan Documents with a trust that may issue securities (the “Securities”) provided that any such action shall not be at the Borrower’s cost or expense. Lender may forward to each purchaser, transferee, assignee, servicer, participant, investor in such Securities (collectively, the “Investor”) or any Rating Agency rating such Securities and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to the Secured Indebtedness and to Borrower or any Liable Parties and the Property, whether furnished by Borrower, any Liable Parties or otherwise, as Lender determines necessary or desirable. (b) At Lender’s cost and expense, Borrower will cooperate with Lender and the rating agencies in furnishing such information and providing such other assistance, reports and legal opinions as Lender may reasonably request in connection with any such transaction. In addition, Borrower acknowledges that Lender may release or disclose to potential purchasers or transferees of the Loan, or potential participants in the Loan, originals or copies of the Loan Documents, title information, engineering reports, financial statements, operating statements, appraisals, Leases, rent rolls, and all other materials, documents and information in Lender’s possession or which Lender is entitled to receive under the Loan Documents, with respect to the Loan, Borrower, Liable Parties or the Property. Borrower shall also furnish to such Investors or such prospective Investors or such Rating Agency any and all information concerning the Property, the Leases, the financial condition of Borrower or any Liable Parties as may be requested by Lender, any Investor or any prospective Investor or any Rating Agency in connection with any sale, transfer or participation interest.

PARTICIPATION AND SALE OF LOAN. (a) Lender may sell, transfer or assign its entire interest or one or more participation interests in the Loan and the Loan Documents at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan. Lender may issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan Documents with a trust that may issue securities (the “"Securities”") provided that any such action shall not be at the Borrower’s 's cost or expense. Lender may forward to each purchaser, transferee, assignee, servicer, participant, investor in such Securities (collectively, the “"Investor”") or any Rating Agency rating such Securities and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to the Secured Indebtedness and to Borrower or any Liable Parties and the Property, whether furnished by Borrower, any Liable Parties or otherwise, as Lender determines necessary or desirable. (b) At Lender’s 's cost and expense, Borrower will cooperate with Lender and the rating agencies in furnishing such information and providing such other assistance, reports and legal opinions as Lender may reasonably request in connection with any such transaction. In addition, Borrower acknowledges that Lender may release or disclose to potential purchasers or transferees of the Loan, or potential participants in the Loan, originals or copies of the Loan Documents, title information, engineering reports, financial statements, operating statements, appraisals, Leases, rent rolls, and all other materials, documents and information in Lender’s 's possession or which Lender is entitled to receive under the Loan Documents, with respect to the Loan, Borrower, Liable Parties or the Property. Borrower shall also furnish to such Investors or such prospective Investors or such Rating Agency any and all information concerning the Property, the Leases, the financial condition of Borrower or any Liable Parties as may be requested by Lender, any Investor or any prospective Investor or any Rating Agency in connection with any sale, transfer or participation interest.

PARTICIPATION AND SALE OF LOAN. (a) Lender Beneficiary may sell, transfer or assign its entire interest or one or more participation interests in the Loan, the Loan Documents, the Indemnity Agreement and the Loan Documents Guaranty at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan. Lender Beneficiary may issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan Documents with a trust that may issue securities (the “"Securities”) provided that any such action shall not be at the Borrower’s cost or expense"). Lender Beneficiary may forward to each purchaser, transferee, assignee, servicer, participant, or investor in such Securities (collectively, the “"Investor”") or any Rating Agency rating such Securities and each prospective Investor, all documents and information which Lender Beneficiary now has or may hereafter acquire relating to the Secured Indebtedness and to Borrower Trustor or any Liable Parties and the Property, whether furnished by BorrowerTrustor, any Liable Parties or otherwise, as Lender Beneficiary determines necessary or desirable. (b) At Lender’s cost and expense, Borrower Trustor will cooperate with Lender Beneficiary and the rating agencies in furnishing such information and providing such other assistance, reports and legal opinions as Lender Beneficiary may reasonably request in connection with any such transaction. Trustor’s obligation to cooperate with Beneficiary does not include the obligation to incur any expenses to any third parties. In addition, Borrower Trustor acknowledges that Lender Beneficiary may release or disclose to potential purchasers or transferees of the Loan, or potential participants in the Loan, originals or copies of the Loan Documents, title information, engineering reports, financial statements, operating statements, appraisals, Leases, rent rolls, and all other materials, documents and information in LenderBeneficiary’s possession or which Lender Beneficiary is entitled to receive under the Loan Documents, with respect to the Loan, BorrowerTrustor, Liable Parties or the Property. Borrower Trustor shall also furnish cooperate with Beneficiary in furnishing to Beneficiary (for transmittal to such Investors or such prospective Investors Investors) or to such Rating Agency any and all information concerning the Property, the Leases, the financial condition of Borrower Trustor or any Liable Parties as may be reasonably requested by Lender, any Investor or any prospective Investor Beneficiary or any Rating Agency in connection with any sale, transfer or participation interest. To the extent such requested information is not publicly available, Trustor may require in a reasonable manner all prospective recipients of such information to agree to keep the non-public information they receive confidential as a condition precedent to Trustor’s disclosure.

PARTICIPATION AND SALE OF LOAN. (a) Lender may sell, transfer or assign its entire interest or one or more interests (including, without limitation, participation interests interests) in the Loan and the Loan Documents Documents, the Unsecured Indemnity Agreement and the Guaranty, at any time and from time to time, including, without limitation, its rights and obligations as servicer of the LoanLoan and may issue mortgage pass‑through certificates or other securities evidencing a beneficial interest in one or more rated or unrated public offering(s) or private placement(s), including depositing the Loan with a trust or trusts that may issue Securities. MetLife shall be the initial servicer. In no event shall Borrower be responsible for payment of any servicer’s fees. Lender may issue forward (on a confidential basis, except as required by law) to each investor in such Securities and/or to each purchaser, transferee, assignee, servicer, or participant of the Loan, (each, an “Investor”), any prospective Investor or any Rating Agency rating or assigning value to such Securities, all documents and information which Lender now has or may hereafter acquire relating to the Secured Indebtedness and to Borrower, any SPE Entity, or any Liable Parties and the Property, whether furnished by Borrower, Liable Party or otherwise, as Lender determines necessary or desirable. Lender shall not sell, transfer or assign an interest in the Loan to any Investor unless and until such Investor shall have delivered to Borrower such evidence as Borrower may reasonably request to evidence such Investor exemption from the withholding of any tax imposed by an applicable jurisdiction in connection with the payment of interest and other sums due to it under the Loan, the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement. If Lender or any Investor holding a direct interest in the Loan with respect to such Investor’s interest in the Loan issues mortgage pass-through pass‑through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan Documents with a trust that may issue securities (the “Securities”) provided that any , Lender or such action Investor, as applicable, shall not be at the Borrower’s cost or expense. Lender may forward send notice to Borrower and to each purchaser, transferee, assignee, servicer, participant, investor other Investor holding a direct interest in such Securities (collectively, the “Investor”) or any Rating Agency rating such Securities and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to the Secured Indebtedness and to Borrower or any Liable Parties and the Property, whether furnished by Borrower, any Liable Parties or otherwise, as Lender determines necessary or desirableLoan. (b) At Lender’s cost and expense, Borrower will cooperate with Lender and the rating agencies in furnishing such information and providing such other assistance, reports and legal opinions as Lender may reasonably request in connection with any such transaction. In addition, Borrower acknowledges that Lender may release or disclose to potential purchasers or transferees of the LoanLoan or any portion thereof, or potential participants in the LoanLoan (on a confidential basis except as required by law), originals or copies of the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement, title information, engineering reports, financial statements, operating statements, appraisals, Leasesleases, rent rolls, and all other materials, documents and information in Lender’s possession or which Lender is entitled to receive under the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement with respect to the Loan, Borrower, Liable Parties Party or the Property. Borrower and Liable Party shall also furnish provide estoppel certificates in a form reasonably satisfactory to Lender and reasonably requested updates of prior information previously delivered to Lender with respect to the Loan to such Investors or Investor, such prospective Investors or and/or such Rating Agency (in form and substance to their reasonable satisfaction) as may reasonably be required by Lender provided that such documents do not cause Borrower or Liable Party to incur any liability, potential liability, or any cost or expense. Borrower shall execute such non‑material amendments to the Loan Documents and all information concerning the Unsecured Indemnity Agreement as may be reasonably requested by Lender or the Rating Agencies to effect the securitization or assignment; provided however, that Borrower shall not be required to modify or amend any Loan Documents if such modification or amendment would (i) change the interest rate, the stated maturity or the amortization of principal set forth in the Note, or (ii) modify or amend any other material economic term of the Loan; provided, further, however, that neither securitization nor anything else contained in this Section 12.01 shall diminish Borrower’s or Liable Party’s rights or increase its obligations under the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement, or require Borrower to make any additional representations or warranties or incur any additional liabilities. All costs of securitization and other transactions permitted under this Section 12.01 shall be paid by Lender, including reasonable out‑of‑pocket expenses of Borrower. (c) Lender shall have the right, at any time and from time to time, to split or divide any one or more Note(s) into two or more promissory notes, each of which shall be secured by this Security Instrument. To that end, Borrower shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered by the then owner of the Property, to Lender and/or its designee or designees substitute notes in such principal amounts aggregating not more than the Leasesthen unpaid amount of the Secured Indebtedness and containing the same terms and provisions as those contained in the Notes, the financial condition of Borrower or any Liable Parties and such other documents and instruments as may be requested required by Lender, provided, however, that nothing contained in this paragraph (c) shall diminish Borrower’s or Liable Party’s rights or increase its obligations under the Loan Documents, the Guaranty, or the Unsecured Indemnity Agreement, or require Borrower to make any Investor additional representations or warranties or incur any prospective Investor or any Rating Agency in connection with any sale, transfer or participation interestadditional liabilities.

PARTICIPATION AND SALE OF LOAN. (a) Lender may sell, transfer or assign its entire interest or one or more participation interests in the Loan and Loan, the Loan Documents and the Indemnity Agreement at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan. Lender may not issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan Documents with a trust that may issue securities placement (the “Securities”) provided that any such action shall not be at the Borrower’s cost or expense). Lender may forward to each purchaser, transferee, assignee, servicer, participant, investor in such Securities servicer or participant (collectively, the “Investor”) or any Rating Agency rating such Securities and each prospective Investor), all documents and information which Lender now has or may hereafter acquire relating to the Secured Indebtedness and to Borrower or any Liable Parties and the Property, whether furnished by Borrower, any Liable Parties or otherwise, as Lender determines necessary or desirable. (b) At Lender’s cost and expense, Borrower will cooperate with the Lender and the rating agencies Investor in furnishing such any information required by the Loan Documents and providing such other assistance, reports and legal opinions as the Lender may reasonably request in connection with any such transaction. In addition, Borrower acknowledges that Lender may release or disclose to potential purchasers or transferees of the Loan, or potential participants in the Loan, originals or copies of the Loan Documents, title information, engineering reports, financial statements, operating statements, appraisals, Leasesleases, rent rolls, and all other materials, documents and information in Lender’s possession or which Lender is entitled to receive under the Loan Documents, with respect to the Loan, Borrower, Liable Parties or the Property. Borrower shall also furnish to such Investors or such prospective Investors or such Rating Agency any and all information required by the Loan Documents concerning the Property, the Leases, Leases and the financial condition of Borrower or any Liable Parties as may be requested by Lender, any Investor or any prospective Investor or any Rating Agency in connection with any sale, transfer or participation interest.

PARTICIPATION AND SALE OF LOAN. (a) Lender Mortgagee may sell, transfer or assign its entire interest or one or more interests (including, without limitation, participation interests interests) in the Loan and the Loan Documents Documents, the Unsecured Indemnity Agreement and the Guaranty, at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan. Lender Loan and may issue mortgage pass-through certificates or other securities evidencing a beneficial interest in one or more rated or unrated public offering(s) or private placement(s), including depositing the Loan with a trust or trusts that may issue Securities. Mortgagee may forward (on a confidential basis, except as required by law) to each investor in such Securities and/or to each purchaser, transferee, assignee, servicer, or participant of the Loan, (each, an “Investor”), any prospective Investor or any Rating Agency rating or assigning value to such Securities, all documents and information which Mortgagee now has or may hereafter acquire relating to the Secured Indebtedness and to Mortgagor, any SPE Entity, or any Liable Parties and the Property, whether furnished by Mortgagor, Liable Party or otherwise, as Mortgagee determines necessary or desirable. Mortgagee shall not sell, transfer or assign an interest in the Loan to any Investor unless and until such Investor shall have delivered to Mortgagor such evidence as Mortgagor may reasonably request to evidence such Investor exemption from the withholding of any tax imposed by an applicable jurisdiction in connection with the payment of interest and other sums due to it under the Loan, the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement. If Mortgagee or any Investor holding a direct interest in the Loan with respect to such Investor’s interest in the Loan issues mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan Documents with a trust that may issue securities (the “Securities”) provided that any , Mortgagee or such action Investor, as applicable, shall not be at the Borrower’s cost or expense. Lender may forward send notice to Mortgagor and to each purchaser, transferee, assignee, servicer, participant, investor in such Securities (collectively, the “Investor”) or any Rating Agency rating such Securities and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to the Secured Indebtedness and to Borrower or any Liable Parties and the Property, whether furnished by Borrower, any Liable Parties or otherwise, as Lender determines necessary or desirable. (b) At Lender’s cost and expense, Borrower will cooperate with Lender and the rating agencies in furnishing such information and providing such other assistance, reports and legal opinions as Lender may reasonably request in connection with any such transaction. In addition, Borrower acknowledges that Lender may release or disclose to potential purchasers or transferees of the Loan, or potential participants Investor holding a direct interest in the Loan, originals or copies of the Loan Documents, title information, engineering reports, financial statements, operating statements, appraisals, Leases, rent rolls, and all other materials, documents and information in Lender’s possession or which Lender is entitled to receive under the Loan Documents, with respect to the Loan, Borrower, Liable Parties or the Property. Borrower shall also furnish to such Investors or such prospective Investors or such Rating Agency any and all information concerning the Property, the Leases, the financial condition of Borrower or any Liable Parties as may be requested by Lender, any Investor or any prospective Investor or any Rating Agency in connection with any sale, transfer or participation interest.

PARTICIPATION AND SALE OF LOAN. (a) Lender Beneficiary may sell, transfer or assign its entire interest or one or more participation interests in the Loan and the Loan Documents Documents, the Unsecured Indemnity Agreement and the Guaranty, at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan. Lender Loan and may issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan Documents with a trust that may issue securities (the “"Securities”) provided that any such action shall not be at the Borrower’s cost or expense"). Lender Beneficiary may forward to each purchaser, transferee, assignee, servicer, participant, investor in such Securities (collectively, the “Investor”) "INVESTOR"), any prospective Investor or any Rating Agency rating agency rating or assigning value to such Securities and each prospective InvestorSecurities, all documents and information which Lender Beneficiary now has or may hereafter acquire relating to the Secured Indebtedness and to Borrower Grantor or any Liable Parties and the Property, whether furnished by BorrowerGrantor, any Liable Parties or otherwise, as Lender Beneficiary determines necessary or desirable. (b) At Lender’s cost and expense, Borrower Grantor will cooperate with Lender the Beneficiary and the rating agencies in furnishing such information and providing such other assistance, reports and legal opinions as Lender the Beneficiary may reasonably request in connection with any such transaction. In addition, Borrower Grantor acknowledges that Lender Beneficiary may release or disclose to potential purchasers or transferees of the Loan, or potential participants in the Loan, originals or copies of the Loan Documents, title information, engineering reports, financial statements, operating statements, appraisals, Leasesleases, rent rolls, and all other materials, documents and information in Lender’s Beneficiary's possession or which Lender Beneficiary is entitled to receive under the Loan Documents, with respect to the Loan, BorrowerGrantor, Liable Parties or the Property. Borrower Grantor shall also furnish to such Investors or such prospective Investors or such Rating Agency any and all information concerning the Property, the Leases, the financial condition of Borrower Grantor or any Liable Parties as may be requested by LenderBeneficiary, any Investor or any prospective Investor or any Rating Agency in connection with any sale, transfer or participation interest. Grantor and Liable Parties shall provide estoppel certificates and any other documents to such Investor, such prospective Investors and/or such Rating Agency as may reasonably be required by Beneficiary. (c) Grantor hereby covenants and agrees that, in the event Beneficiary exercises its right to sell, transfer or assign all or part of its interests in the Loan pursuant to this SECTION 12.01 and the Investor or the rating agency requires the use of a lockbox agreement, Grantor shall, within 30 days after receiving a written notice from Beneficiary thereof, deliver to Beneficiary an active present lockbox agreement and assignment to Beneficiary of the Rents and Profits (the "LOCKBOX AGREEMENT"). The Lockbox, Agreement shall be in a form reasonably requested by Beneficiary and shall require tenants under the Leases to pay all Rents and Profits directly to the depository institution selected by Investor to accept Rents and Profits. The Rents and Profits so paid shall be applied to pay debt service for the Loan and any other payments required by Investor, including, without limitation, escrows for Impositions, Premiums and other escrows; or reserves required by Investor, due in connection with the Property and the balance, if any, shall be returned to Grantor.

PARTICIPATION AND SALE OF LOAN. (a) Lender may may, sell, transfer or assign its entire interest or one or more participation interests in the Loan and the Loan Documents at any time and from time to time, includingprovided, without limitationhowever, its rights and obligations as Lender remains the master servicer of the Loan. Lender may issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan Documents with a trust that may issue securities (the “Securities”); provided, however Lender shall retain its servicing rights in the event of an issuance of Securities (such issuance of Securities is referred to as a “Securitization”). Lender shall use commercially reasonable efforts to provide Borrower thirty (30) provided that days advance notice of any such action shall not be at the Borrower’s cost or expensesecuritization. Lender may forward to each purchaser, transferee, assignee, servicer, participant, investor in such Securities (collectively, the “Investor”) or any Rating Agency rating such Securities and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to the Secured Indebtedness and to Borrower or any Liable Parties Party and the Property, whether furnished by Borrower, any Liable Parties Party or otherwise, as Lender determines necessary or desirable. Lender agrees to use commercially reasonable to maintain the confidentiality of any financial information with respect to Borrower and/or Liable Party which Borrower advises Lender is confidential and not publicly available at the time it is provided to Lender; provided however such obligation to maintain the confidentiality of such financial information with respect to Borrower, and/or Liable Party shall terminate if and when, through no fault of Lender, the information ceases to be confidential. (b) At Lender’s cost Borrower and expense, Borrower Liable Party will cooperate with Lender and the rating agencies Rating Agencies in furnishing such information and providing such other assistance, reports and legal opinions as Lender may reasonably request in connection with any such transaction. In addition, Borrower acknowledges that Lender may release or disclose to potential purchasers or transferees of the Loan, or potential participants in the Loan, originals or copies of the Loan Documents, title information, engineering reports, financial statements, operating statements, appraisals, Leases, rent rolls, and all other materials, documents and information in Lender’s possession or which Lender is entitled to receive under the Loan Documents, with respect to the Loan, Borrower, Liable Parties Party or the Property. Borrower shall also furnish to such Investors or such prospective Investors or such Rating Agency any and all information concerning the Property, the Leases, the financial condition of Borrower or any Liable Parties Party as may be requested by Lender, any Investor or any prospective Investor or any Rating Agency in connection with any sale, transfer or participation interest. (c) Notwithstanding the foregoing, Borrower and Operating Lessee will not in any event be required to incur, suffer or accept (except to a de minimis extent) (i) any lesser rights or greater obligations than as currently set forth in the Loan Documents and (ii) any expense or any liability in connection with such transfers described in this Section 12.1.

PARTICIPATION AND SALE OF LOAN. (a) Lender Beneficiary may sell, transfer or assign its entire interest or one or more participation interests in the Loan, the Loan Documents, the Indemnity Agreement and the Loan Documents Guaranty at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan. Lender Beneficiary may issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan Documents with a trust that may issue securities (the “"Securities”) provided that any such action shall not be at the Borrower’s cost or expense"). Lender Beneficiary may forward to each purchaser, transferee, assignee, servicer, participant, or investor in such Securities (collectively, the “"Investor”") or any Rating Agency rating such Securities and each prospective Investor, all documents and information which Lender Beneficiary now has or may hereafter acquire relating to the Secured Indebtedness and to Borrower Trustor or any Liable Parties and the Property, whether furnished by BorrowerTrustor, any Liable Parties or otherwise, as Lender Beneficiary determines necessary or desirable. (b) At Lender’s cost and expense, Borrower Trustor will cooperate with Lender Beneficiary and the rating agencies in furnishing such information and providing such other assistance, reports and legal opinions as Lender Beneficiary may reasonably request in connection with any such transaction. Trustor's obligation to cooperate with Beneficiary does not include the obligation to incur any expenses to any third parties. In addition, Borrower Trustor acknowledges that Lender Beneficiary may release or disclose to potential purchasers or transferees of the Loan, or potential participants in the Loan, originals or copies of the Loan Documents, title information, engineering reports, financial statements, operating statements, appraisals, Leases, rent rolls, and all other materials, documents and information in Lender’s Beneficiary's possession or which Lender Beneficiary is entitled to receive under the Loan Documents, with respect to the Loan, BorrowerTrustor, Liable Parties or the Property. Borrower Trustor shall also furnish to such Investors or such prospective Investors or such Rating Agency any and all information concerning the Property, the Leases, the financial condition of Borrower Trustor or any Liable Parties as may be requested by LenderBeneficiary, any Investor or any prospective Investor or any Rating Agency in connection with any sale, transfer or participation interest. To the extent such requested information is not publicly available, Trustor may require in a reasonable manner all prospective recipients of such information to agree to keep the non-public information they receive confidential as a condition precedent to Trustor's disclosure.

PARTICIPATION AND SALE OF LOAN. (a) Lender Beneficiary may sell, transfer or assign its entire interest or one or more participation interests in the Loan and the Loan Documents at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan. Lender Beneficiary may issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan Documents with a trust that may issue securities (the “Securities”) provided that any such action shall not be at the Borrower’s cost or expense). Lender Beneficiary may forward to each purchaser, transferee, assignee, servicer, participant, or investor in such Securities (collectively, the “Investor”) ). or any Rating Agency rating such Securities and each prospective Investor, all documents and information which Lender Beneficiary now has or may hereafter acquire relating to the Secured Indebtedness and to Borrower Grantor or any Liable Parties and the Property, whether furnished by BorrowerGrantor, any Liable Parties or otherwise, as Lender Beneficiary determines necessary or desirable. (b) At Lender’s cost and expense, Borrower Grantor will cooperate with Lender Beneficiary and the rating agencies in furnishing such information and providing such other assistance, reports and legal opinions as Lender Beneficiary may reasonably request in connection with any such transaction. Grantor’s obligation to cooperate with Beneficiary does not include the obligation to incur any expenses to any third parties. In addition, Borrower Grantor acknowledges that Lender Beneficiary may release or disclose to too potential purchasers or transferees of the Loan, or potential participants in the Loan, originals or copies of the Loan Documents, title information, engineering reports, financial statements, operating statements, appraisals, Leases, rent rolls, and all other materials, documents and information in LenderBeneficiary’s possession or which Lender Beneficiary is entitled to receive under the Loan Documents, with respect to the Loan, BorrowerGrantor, Liable Parties or the Property. Borrower Grantor shall also furnish to such Investors or such prospective Investors or such Rating Agency any and all information concerning the Property, the Leases, the financial condition of Borrower Grantor or any Liable Parties as may be requested by LenderBeneficiary, any Investor or any prospective Investor or any Rating Agency in connection with any sale, transfer or participation interest. Beneficiary shall use reasonable efforts to advise any party to whom Beneficiary provides any information provided by Grantor under this Section to keep such information confidential.

PARTICIPATION AND SALE OF LOAN. (a) Lender Mortgagee may sell, transfer or assign its entire interest or one or more interests (including, without limitation, participation interests interests) in the Loan and the Loan Documents Documents, the Unsecured Indemnity Agreement and the Guaranty, at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan. Lender Loan and may issue mortgage pass-through pass‑through certificates or other securities evidencing a beneficial interest in one or more rated or unrated public offering(s) or private placement(s), including depositing the Loan with a trust or trusts that may issue Securities. MetLife shall be the initial servicer. In no event shall Mortgagor be responsible for payment of any servicer’s fees. Mortgagee may forward (on a confidential basis, except as required by law) to each investor in such Securities and/or to each purchaser, transferee, assignee, servicer, or participant of the Loan, (each, an “Investor”), any prospective Investor or any Rating Agency rating or assigning value to such Securities, all documents and information which Mortgagee now has or may hereafter acquire relating to the Secured Indebtedness and to Mortgagor, any SPE Entity, or any Liable Parties and the Property, whether furnished by Mortgagor, Liable Party or otherwise, as Mortgagee determines necessary or desirable. Mortgagee shall not sell, transfer or assign an interest in the Loan to any Investor unless and until such Investor shall have delivered to Mortgagor such evidence as Mortgagor may reasonably request to evidence such Investor exemption from the withholding of any tax imposed by an applicable jurisdiction in connection with the payment of interest and other sums due to it under the Loan, the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement. If Mortgagee or any Investor holding a direct interest in the Loan with respect to such Investor’s interest in the Loan issues mortgage pass‑through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan Documents with a trust that may issue securities (the “Securities”) provided that any , Mortgagee or such action Investor, as applicable, shall not be at the Borrower’s cost or expense. Lender may forward send notice to Mortgagor and to each purchaser, transferee, assignee, servicer, participant, investor other Investor holding a direct interest in such Securities (collectively, the “Investor”) or any Rating Agency rating such Securities and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to the Secured Indebtedness and to Borrower or any Liable Parties and the Property, whether furnished by Borrower, any Liable Parties or otherwise, as Lender determines necessary or desirableLoan. (b) At Lender’s cost and expense, Borrower will cooperate with Lender and the rating agencies in furnishing such information and providing such other assistance, reports and legal opinions as Lender may reasonably request in connection with any such transaction. In addition, Borrower Mortgagor acknowledges that Lender Mortgagee may release or disclose to potential purchasers or transferees of the LoanLoan or any portion thereof, or potential participants in the LoanLoan (on a confidential basis except as required by law), originals or copies of the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement, title information, engineering reports, financial statements, operating statements, appraisals, Leasesleases, rent rolls, and all other materials, documents and information in LenderMortgagee’s possession or which Lender Mortgagee is entitled to receive under the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement with respect to the Loan, BorrowerMortgagor, Liable Parties Party or the Property. Borrower Mortgagor and Liable Party shall also furnish provide estoppel certificates in a form reasonably satisfactory to Mortgagee and reasonably requested updates of prior information previously delivered to Mortgagee with respect to the Loan to such Investors or Investor, such prospective Investors or and/or such Rating Agency (in form and substance to their reasonable satisfaction) as may reasonably be required by Mortgagee provided that such documents do not cause Mortgagor or Liable Party to incur any liability, potential liability, or any cost or expense. Mortgagor shall execute such non‑material amendments to the Loan Documents and all information concerning the Unsecured Indemnity Agreement as may be reasonably requested by Mortgagee or the Rating Agencies to effect the securitization or assignment; provided however, that Mortgagor shall not be required to modify or amend any Loan Documents if such modification or amendment would (i) change the interest rate, the stated maturity or the amortization of principal set forth in the Note, or (ii) modify or amend any other material economic term of the Loan; provided, further, however, that neither securitization nor anything else contained in this Section 12.01 shall diminish Mortgagor’s or Liable Party’s rights or increase its obligations under the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement, or require Mortgagor to make any additional representations or warranties or incur any additional liabilities. All costs of securitization and other transactions permitted under this Section 12.01 shall be paid by Mortgagee, including reasonable out‑of‑pocket expenses of Mortgagor. (c) Mortgagee shall have the right, at any time and from time to time, to split or divide any one or more Note(s) into two or more promissory notes, each of which shall be secured by this Mortgage. To that end, Mortgagor shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered by the then owner of the Property, to Mortgagee and/or its designee or designees substitute notes in such principal amounts aggregating not more than the Leasesthen unpaid amount of the Secured Indebtedness and containing the same terms and provisions as those contained in the Notes, the financial condition of Borrower or any Liable Parties and such other documents and instruments as may be requested required by LenderMortgagee, provided, however, that nothing contained in this paragraph (c) shall diminish Mortgagor’s or Liable Party’s rights or increase its obligations under the Loan Documents, the Guaranty, or the Unsecured Indemnity Agreement, or require Mortgagor to make any Investor additional representations or warranties or incur any prospective Investor or any Rating Agency in connection with any sale, transfer or participation interestadditional liabilities.

PARTICIPATION AND SALE OF LOAN. (a) Lender Grantee may sell, transfer or assign its entire interest or one or more participation interests in the Loan and the Loan Documents at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan. Lender Grantee may issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan Documents with a trust that may issue securities (the “"Securities”) provided that any such action shall not be at the Borrower’s cost or expense"). Lender Grantee may forward to each purchaser, transferee, assignee, servicer, participant, investor in such Securities (collectively, the “"Investor”") or any Rating Agency rating such Securities and each prospective Investor, all documents and information which Lender Grantee now has or may hereafter acquire relating to the Secured Indebtedness and to Borrower Grantor or any Liable Parties and the Property, whether furnished by BorrowerGrantor, any Liable Parties or otherwise, as Lender Grantee determines necessary or desirable. (b) At Lender’s cost and expense, Borrower Grantor will cooperate with Lender Grantee and the rating agencies in furnishing such information and providing such other assistance, reports and legal opinions as Lender Grantee may reasonably request in connection with any such transaction. In addition, Borrower Grantor acknowledges that Lender Grantee may release or disclose to potential purchasers or transferees of the Loan, or potential participants in the Loan, originals or copies of the Loan Documents, title information, engineering reports, financial statements, operating statements, appraisals, Leases, rent rolls, and all other materials, documents and information in Lender’s Grantee's possession or which Lender Grantee is entitled to receive under the Loan Documents, with respect to the Loan, BorrowerGrantor, Liable Parties or the Property. Borrower Grantor shall also furnish to such Investors or such prospective Investors or such Rating Agency any and all information concerning the Property, the Leases, the financial condition of Borrower Grantor or any Liable Parties as may be requested by LenderGrantee, any Investor or any prospective Investor or any Rating Agency in connection with any sale, transfer or participation interest.

PARTICIPATION AND SALE OF LOAN. (a) Lender may Beneficiary may, sell, transfer or assign all or any portion of its entire interest or one or more participation interests in the Loan and the Loan Documents at any time and from time to time, includingprovided, without limitationhowever, its rights and obligations as Beneficiary remains the master servicer of the Loan. Lender Beneficiary may issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan Documents with a trust that may issue securities (the “Securities”); provided, however Beneficiary shall retain its servicing rights in the event of an issuance of Securities (such issuance of Securities is referred to as a “Securitization”). Beneficiary shall use commercially reasonable efforts to provide Trustor thirty (30) provided that days advance notice of any such action shall not be at the Borrower’s cost or expensesecuritization. Lender Beneficiary may forward to each purchaser, transferee, assignee, servicer, participant, investor in such Securities (collectively, the “Investor”) or any Rating Agency rating such Securities and each prospective Investor, all documents and information which Lender Beneficiary now has or may hereafter acquire relating to the Secured Indebtedness and to Borrower Trustor or any Liable Parties Party and the Property, whether furnished by BorrowerTrustor, any Liable Parties Party or otherwise, as Lender Beneficiary determines necessary or desirable. Beneficiary agrees to use commercially reasonable to maintain the confidentiality of any financial information with respect to Trustor and/or Liable Party which Trustor advises Beneficiary is confidential and not publicly available at the time it is provided to Beneficiary; provided however such obligation to maintain the confidentiality of such financial information with respect to Trustor, and/or Liable Party shall terminate if and when, through no fault of Beneficiary, the information ceases to be confidential. (b) At Lender’s cost Trustor and expense, Borrower Liable Party will cooperate with Lender Beneficiary and the rating agencies Rating Agencies in furnishing such information and providing such other assistance, reports and legal opinions as Lender Beneficiary may reasonably request in connection with any such transaction. In addition, Borrower Trustor acknowledges that Lender Beneficiary may release or disclose to potential purchasers or transferees of the Loan, or potential participants in the Loan, originals or copies of the Loan Documents, title information, engineering reports, financial statements, operating statements, appraisals, Leases, rent rolls, and all other materials, documents and information in LenderBeneficiary’s possession or which Lender Beneficiary is entitled to receive under the Loan Documents, with respect to the Loan, BorrowerTrustor, Liable Parties Party or the Property. Borrower Trustor shall also furnish to such Investors or such prospective Investors or such Rating Agency any and all information concerning the Property, the Leases, the financial condition of Borrower Trustor or any Liable Parties Party as may be requested by LenderBeneficiary, any Investor or any prospective Investor or any Rating Agency in connection with any sale, transfer or participation interest. Notwithstanding the foregoing, Trustor and Operating Lessee will not in any event be required to incur, suffer or accept (except to a de minimis extent) (i) any lesser rights or greater obligations than as currently set forth in the Loan 50 Documents and (ii) any expense or any liability in connection with such transfers described in this Section 12.1. (c) Beneficiary, without in any way limiting Beneficiary’s other rights hereunder, in its sole and absolute discretion, shall have the right to bifurcate the Loan into two or more component notes, which notes may be pari passu or senior/subordinate, provided that (i) the aggregate principal amount of the notes immediately following such bifurcation shall equal the outstanding principal balance of the Loan and (ii) the weighted average interest rate of the Loan immediately following such reallocation shall equal the interest rate which was applicable to the Loan immediately prior to such bifurcation. Trustor shall cooperate with all reasonable requests of Beneficiary in order to bifurcate the amount of the Loan and shall execute and deliver such documents as shall reasonably be required by Beneficiary in connection therewith, including, without limitation, one or more new component notes to replace the original Note, all in form and substance reasonably satisfactory to Beneficiary, provided that such documents shall contain terms, provisions and clauses (x) no less favorable to Trustor than those contained herein and in the Note, and (y) which do not increase Trustor’s obligations hereunder or decrease Trustor’s rights under the Loan Documents. If Beneficiary redefines the interest rate, the amount of interest payable under the modified notes, in the aggregate, shall at all times equal the amount of interest which would have been payable under the Note at the Interest Rate. In the event Trustor fails to execute and deliver such documents to Beneficiary within fifteen (15) days following such request by Beneficiary, Trustor hereby absolutely and irrevocably appoints Beneficiary as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Trustor ratifying all that such attorney shall do by virtue thereof.

PARTICIPATION AND SALE OF LOAN. (a) Lender Beneficiary may sell, transfer or assign its entire interest or one or more participation interests in the Loan and the Loan Documents at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan. Lender Beneficiary may issue mortgage pass-through certificates or other securities securities. evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan Documents with a trust that may issue securities (the “Securities”) provided that any such action shall not be at the Borrower’s cost or expense). Lender Beneficiary may forward to each purchaser, transferee, assignee, servicer, participant, or investor in such Securities (collectively, the “Investor”) or any Rating Agency rating such Securities and each prospective Investor, all documents and information which Lender Beneficiary now has or may hereafter acquire relating to the Secured Indebtedness and to Borrower Grantor or any Liable Parties and the Property, whether furnished by BorrowerGrantor, any Liable Parties or otherwise, as Lender Beneficiary determines necessary or desirable. (b) At Lender’s cost and expense, Borrower Grantor will cooperate with Lender Beneficiary and the rating agencies in furnishing such information and providing such other assistance, reports and legal opinions as Lender Beneficiary may reasonably request in connection with any such transaction. Grantor’s obligation to cooperate with Beneficiary does not include the obligation to incur any expenses to any third parties. In addition, Borrower Grantor acknowledges that Lender Beneficiary may release or disclose to potential purchasers or transferees of the Loan, or potential participants in the Loan, originals or copies of the Loan Documents, title information, engineering reports, financial statements, operating statements, appraisals, Leases, rent rolls, and all other materials, documents and information in LenderBeneficiary’s possession or which Lender Beneficiary is entitled to receive under the Loan Documents, with respect to the Loan, BorrowerGrantor, Liable Parties or the Property. Borrower Grantor shall also furnish to such Investors or such prospective Investors or such Rating Agency any and all information concerning the Property, the Leases, the financial condition of Borrower Grantor or any Liable Parties as may be requested by LenderBeneficiary, any Investor or any prospective Investor or any Rating Agency in connection with any sale, transfer or participation interest. Beneficiary shall use reasonable efforts to advise any party to whom Beneficiary provides any information provided by Grantor under this Section to keep such information confidential.

PARTICIPATION AND SALE OF LOAN. (a) Lender may (at no cost to Borrowers) sell, transfer or assign its entire interest or one or more participation interests in the Aggregate Secured Indebtedness, the Loan Documents, the Indemnity Agreements and the Loan Documents Liable Parties Guaranties, at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan. Lender Aggregate Secured Indebtedness, and may issue mortgage pass-through certificates or other securities evidencing a beneficial interest in the Aggregate Secured Indebtedness in a rated or unrated public offering or private placement, including depositing the Loan Documents with a trust that may issue securities (the “Securities”) provided that any such action shall not be at the Borrower’s cost or expense"SECURITIES"). Lender may forward to each purchaser, transferee, assignee, servicer, participant, investor in such Securities (collectively, the “Investor”) "INVESTOR"), any prospective Investor or any Rating Agency rating or assigning value to such Securities and each prospective InvestorSecurities, all documents and information which Lender now has or may hereafter acquire relating to the Aggregate Secured Indebtedness and to Borrower Borrowers or any Liable Parties and the PropertyProperties, whether furnished by BorrowerBorrowers, any Liable Parties or otherwise, as Lender determines necessary or desirable. (b) At Lender’s Borrowers (at no cost and expense, Borrower to Borrowers) will cooperate with the Lender and the rating agencies Rating Agencies in furnishing such information and providing such other assistance, reports and legal opinions as the Lender may reasonably request in connection with any such transaction. In addition, Borrower acknowledges Borrower's acknowledge that Lender may release or disclose to potential purchasers or transferees of the LoanAggregate Secured Indebtedness, or potential participants in the LoanAggregate Secured Indebtedness, originals or copies of the Loan Documents, title information, engineering reports, financial statements, operating statements, appraisals, Leasesleases, rent rolls, and all other materials, documents and information in Lender’s 's possession or which Lender is entitled to receive under the Loan Documents, with respect to the LoanAggregate Secured Indebtedness, BorrowerBorrowers, Liable Parties or the PropertyProperties. Borrower Borrowers shall also furnish to such Investors or such prospective Investors or such Rating Agency any and all information concerning the PropertyProperties, the Leases, the financial condition of Borrower Borrowers or any Liable Parties as may be requested by Lender, any Investor or any prospective Investor or any Rating Agency in connection with any sale, transfer or participation interest. Borrowers and Liable Parties (at no cost to themselves) shall provide estoppel certificates and any other documents to such Investor, such prospective Investors and/or such Rating Agency as may reasonably be required by Lender.

PARTICIPATION AND SALE OF LOAN. (a) Lender Mortgagee may sell, transfer or assign its entire interest or one or more participation interests in the Loan and the Loan Documents Documents, the Unsecured Indemnity Agreement and the Guaranty, at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan. Lender Loan and may issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan Documents with a trust that may issue securities (the “"Securities”) provided that any such action shall not be at the Borrower’s cost or expense"). Lender Mortgagee may forward (on a confidential basis, except as required by law) to each purchaser, transferee, assignee, servicer, participant, investor in such Securities (collectively, the “"Investor”) "), any prospective Investor or any Rating Agency rating or assigning value to such Securities and each prospective InvestorSecurities, all documents and information which Lender Mortgagee now has or may hereafter acquire relating to the Secured Indebtedness and to Borrower Mortgagor or any Liable Parties and the Property, whether furnished by BorrowerMortgagor, any the Liable Parties Party or otherwise, as Lender Mortgagee determines necessary or desirable. Mortgagee shall not sell, transfer or assign an interest in the Loan to any participant unless and until such participant shall have delivered to Mortgagor such evidence as Mortgagor may reasonably request to evidence such participant's exemption from the withholding of any tax imposed by an applicable jurisdiction in connection with the payment of interest and other sums due to it under the Loan and the Loan Documents. (b) At Lender’s cost and expense, Borrower will cooperate with Lender and the rating agencies in furnishing such information and providing such other assistance, reports and legal opinions as Lender may reasonably request in connection with any such transaction. In addition, Borrower Mortgagor acknowledges that Lender Mortgagee may release or disclose to potential purchasers or transferees of the Loan, or potential participants in the LoanLoan (on a confidential basis except as required by law), originals or copies of the Loan Documents, title information, engineering reports, financial statements, operating statements, appraisals, Leasesleases, rent rolls, and all other materials, documents and information in Lender’s Mortgagee's possession or which Lender Mortgagee is entitled to receive under the Loan Documents, with respect to the Loan, BorrowerMortgagor, Liable Parties Party or the Property. Borrower Mortgagor and Liable Party shall also furnish provide estoppel certificates and reasonably requested updates of prior information previously delivered to Mortgagee with respect to the Loan to such Investors or Investor, such prospective Investors or and/or such Rating Agency as may reasonably be required by Mortgagee. Mortgagor shall execute such non-material amendments to the Loan Documents as may be reasonably requested by Mortgagee or the Rating Agencies to effect the securitization; provided however, that Mortgagor shall not be required to modify or amend any Loan Documents if such modification or amendment would (i) change the interest rate, the stated maturity or the amortization of principal set forth in the Note, or (ii) modify or amend any other material economic term of the Loan; provided, further, however, that neither securitization nor anything else contained in this Section 12.01 shall diminish Mortgagor=s or Liable Party=s rights or increase its obligations under the Loan Documents or require Mortgagor to make any additional representations or warranties or incur any additional liabilities. All costs of securitization and all information concerning other transactions permitted under this Section 12.01 shall be paid by Mortgagee, including reasonable out-of-pocket expenses of Mortgagor. (c) Mortgagee shall have the right, at any time and from time to time, to split or divide the $200,000,000 Note and/or the $70,000,000 Note into two or more promissory notes, each of which shall be secured by this Mortgage. To that end, Mortgagor shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered by the then owner of the Property, to Mortgagee and/or its designee or designees substitute notes in such principal amounts aggregating not more than the Leasesthen unpaid amount of the Secured Indebtedness and containing the same terms and provisions as those contained in the $200,000,000 Note and the $70,000,000 Note, the financial condition of Borrower or any Liable Parties and such other documents and instruments as may be requested required by LenderMortgagee, provided, however, that nothing contained in this paragraph (c) shall diminish Mortgagor=s or Liable Party=s rights or increase its obligations under the Loan Documents or require Mortgagor to make any Investor additional representations or warranties or incur any prospective Investor or any Rating Agency in connection with any sale, transfer or participation interestadditional liabilities.

PARTICIPATION AND SALE OF LOAN. (a) Lender Beneficiary may sell, transfer or assign all or any portion of its entire interest or one or more participation interests in the Loan and the Loan Documents at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan. Lender Beneficiary may issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan Documents with a trust that may issue securities (the “"Securities”) provided that any such action shall not be at the Borrower’s cost or expense"). Lender Beneficiary may forward to each purchaser, transferee, assignee, servicer, participant, investor in such Securities (collectively, the “"Investor”") or any Rating Agency rating such Securities and each prospective Investor, all documents and information which Lender Beneficiary now has or may hereafter acquire relating to the Secured Indebtedness and to Borrower Grantor or any Liable Parties and the Property, whether furnished by BorrowerGrantor, any Liable Parties or otherwise, as Lender Beneficiary determines necessary or desirable. (b) At Lender’s Beneficiary, without in any way limiting Beneficiary's other rights hereunder, in its sole and absolute discretion, shall have the right to divide the Loan into two or more tranches which may be evidenced by two or more notes, which notes may be pari passu or senior/subordinate, provided that (i) the aggregate principal amount of the notes immediately following such division shall equal the outstanding principal balance of the Loan and (ii) the weighted average interest rate of the Loan immediately following such division shall equal the interest rate which was applicable to the Loan immediately prior to such division. Grantor shall cooperate with reasonable requests of Beneficiary in order to divide the Loan (without cost to Grantor) and expenseshall execute and deliver such documents as shall reasonably be required by Beneficiary in connection therewith, Borrower including, without limitation, new notes to replace the original Note, all in form and substance reasonably satisfactory to Beneficiary, provided that such documents shall contain terms, provisions and clauses (x) no less favorable to Grantor than those contained herein and in the Note, and (y) which do not increase Grantor's obligations hereunder or under the Loan Documents; or decrease Grantor's rights under the Loan Documents. If Beneficiary redefines the interest rate, the amount of interest payable under the modified notes, in the aggregate, shall at all times equal the amount of interest which would have been payable under the Note at the Interest Rate. (c) Grantor will cooperate with Lender Beneficiary and the rating agencies Rating Agencies in furnishing such information and providing such other assistance, reports and legal opinions as Lender Beneficiary may reasonably request in connection with any such transactiontransaction (without cost to Grantor). In addition, Borrower Grantor acknowledges that Lender Beneficiary may release or disclose to potential purchasers or transferees of the Loan, or potential participants in the Loan, originals or copies of the Loan Documents, title information, engineering reports, financial statements, operating statements, appraisals, Leases, rent rolls, and all other materials, documents and information in Lender’s Beneficiary's possession or which Lender Beneficiary is entitled to receive under the Loan Documents, with respect to the Loan, BorrowerGrantor, Liable Parties or the Property. Borrower Grantor shall also furnish to such Investors or such prospective Investors or such Rating Agency any and all information concerning the Property, the Leases, the financial condition of Borrower Grantor or any Liable Parties as may be requested by LenderBeneficiary, any Investor or any prospective Investor or any Rating Agency in connection with any sale, transfer or participation interest."

PARTICIPATION AND SALE OF LOAN. (a) Lender Mortgagee may sell, transfer or assign its entire interest or one or more interests (including, without limitation, participation interests interests) in the Loan and the Loan Documents Documents, the Unsecured Indemnity Agreement and the Guaranty, at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan. Lender Loan and may issue mortgage pass-through certificates or other securities evidencing a beneficial interest in one or more rated or unrated public offering(s) or private placement(s), including depositing the Loan with a trust or trusts that may issue Securities; provided, however, that in the event Mortgagee transfers less than its entire interest in the Loan, Mortgagee shall remain as the servicer of the Loan and shall be the sole party to whom Mortgagor shall be required to provide notices and obtain consents required by the Loan Documents. In no event shall Mortgagor be responsible for payment of any servicer’s fees. Mortgagee may forward (on a confidential basis, except as required by law) to each investor in such Securities and/or to each purchaser, transferee, assignee, servicer, or participant of the Loan, (each, an “Investor”), any prospective Investor or any Rating Agency rating or assigning value to such Securities, all documents and information which Mortgagee now has or may hereafter acquire relating to the Secured Indebtedness and to Mortgagor, any SPE Entity, or any Liable Parties and the Property, whether furnished by Mortgagor, Liable Party or otherwise, as Mortgagee determines necessary or desirable. Mortgagee shall not sell, transfer or assign an interest in the Loan to any Investor unless and until such Investor shall have delivered to Mortgagor such evidence as Mortgagor may reasonably request to evidence such Investor exemption from the withholding of any tax imposed by an applicable jurisdiction in connection with the payment of interest and other sums due to it under the Loan, the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement. If Mortgagee or any Investor holding a direct interest in the Loan with respect to such Investor’s interest in the Loan issues mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan Documents with a trust that may issue securities (the “Securities”) provided that any , Mortgagee or such action Investor, as applicable, shall not be at the Borrower’s cost or expense. Lender may forward send notice to Mortgagor and to each purchaser, transferee, assignee, servicer, participant, investor other Investor holding a direct interest in such Securities (collectively, the “Investor”) or any Rating Agency rating such Securities and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to the Secured Indebtedness and to Borrower or any Liable Parties and the Property, whether furnished by Borrower, any Liable Parties or otherwise, as Lender determines necessary or desirableLoan. (b) At Lender’s cost and expense, Borrower will cooperate with Lender and the rating agencies in furnishing such information and providing such other assistance, reports and legal opinions as Lender may reasonably request in connection with any such transaction. In addition, Borrower Mortgagor acknowledges that Lender Mortgagee may release or disclose to potential purchasers or transferees of the LoanLoan or any portion thereof, or potential participants in the LoanLoan (on a confidential basis except as required by law), originals or copies of the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement, title information, engineering reports, financial statements, operating statements, appraisals, Leasesleases, rent rolls, and all other materials, documents and information in LenderMortgagee’s possession or which Lender Mortgagee is entitled to receive under the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement with respect to the Loan, BorrowerMortgagor, Liable Parties Party or the Property. Mortgagor and Liable Party shall provide estoppel certificates in a form reasonably satisfactory to Borrower shall also furnish and reasonably requested updates of prior information previously delivered to Mortgagee with respect to the Loan to such Investors or Investor, such prospective Investors or and/or such Rating Agency (in form and substance to their reasonable satisfaction) as may reasonably be required by Mortgagee provided that such documents do not cause Mortgagor or Liable Party to incur any liability, potential liability, or any cost or expense. Mortgagor shall execute such non-material amendments to the Loan Documents and all information concerning the Unsecured Indemnity Agreement as may be reasonably requested by Mortgagee or the Rating Agencies to effect the securitization or assignment; provided however, that Mortgagor shall not be required to modify or amend any Loan Documents if such modification or amendment would (i) change the interest rate, the stated maturity or the amortization of principal set forth in the Note, or (ii) modify or amend any other material economic term of the Loan; provided, further, however, that neither securitization nor anything else contained in this Section 12.01 shall diminish Mortgagor’s or Liable Party’s rights or increase its obligations under the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement, or require Mortgagor to make any additional representations or warranties or incur any additional liabilities. All costs of securitization and other transactions permitted under this Section 12.01 shall be paid by Mortgagee, including reasonable out-of-pocket expenses of Mortgagor. (c) Mortgagee shall have the right, at any time and from time to time, to split or divide the Note into two or more promissory notes, each of which shall be secured by this Mortgage. To that end, Mortgagor shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered by the then owner of the Property, to Mortgagee and/or its designee or designees substitute notes in such principal amounts aggregating not more than the Leasesthen unpaid amount of the Secured Indebtedness and containing the same terms and provisions as those contained in the Note, the financial condition of Borrower or any Liable Parties and such other documents and instruments as may be requested required by LenderMortgagee, provided, however, that nothing contained in this paragraph (c) shall diminish Mortgagor’s or Liable Party’s rights or increase its obligations under the Loan Documents, the Guaranty, or the Unsecured Indemnity Agreement, or require Mortgagor to make any Investor additional representations or warranties or incur any prospective Investor or any Rating Agency in connection with any sale, transfer or participation interestadditional liabilities.

PARTICIPATION AND SALE OF LOAN. (a) Lender may Beneficiary may, sell, transfer or assign all or any portion of its entire interest or and/or one or more participation interests in the Loan and the Loan Documents at any time and from time to time, 38 000 Xxxxxx Xxxxxx - Deed of Trust including, without limitation, its rights and obligations as servicer of the Loan. Lender If Beneficiary transfers the Loan to an unaffiliated third party, then such transferee also shall have the foregoing rights and, in addition thereto, may issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan Documents with a trust that may issue securities (any of the securities referred to in this sentence maybe referred to as the “Securities”) provided that any ). Beneficiary and such action shall not be at the Borrower’s cost or expense. Lender transferee, as applicable, may forward to each purchaser, transferee, assignee, servicer, participant, investor or, as applicable, prospective investor in any such Securities (collectively, the “Investor”) or any Rating Agency rating such Securities and each prospective Investor, all documents and information which Lender Beneficiary or such transferee now has or may hereafter acquire relating to the Secured Indebtedness and to Borrower Trustor or any Liable Parties Party and the Property, whether furnished by BorrowerTrustor, any Liable Parties Party or otherwise, as Lender Beneficiary or such transferee determines necessary or desirable. (b) At Lender’s cost and expense, Borrower Trustor will cooperate with Lender Beneficiary and the rating agencies Rating Agencies in furnishing such information and providing such other assistance, reports and legal opinions as Lender Beneficiary may reasonably request in connection with any such transaction. In addition, Borrower Trustor acknowledges that Lender Beneficiary may release or disclose to potential purchasers or transferees of the Loan, or potential participants in the Loan, originals or copies of the Loan Documents, title information, engineering reports, financial statements, operating statements, appraisals, Leases, rent rolls, and all other materials, documents and information in LenderBeneficiary’s possession or which Lender Beneficiary is entitled to receive under the Loan Documents, with respect to the Loan, BorrowerTrustor, Liable Parties Party or the Property. Borrower Trustor shall also furnish to such Investors or such prospective Investors or such Rating Agency any and all information concerning the Property, the Leases, the financial condition of Borrower Trustor or any Liable Parties Party as may be requested by LenderBeneficiary, any Investor or any prospective Investor or any Rating Agency in connection with any sale, transfer or participation interest. (c) Beneficiary, without in any way limiting Beneficiary’s other rights hereunder, in its sole and absolute discretion, shall have the right to bifurcate the Loan into two or more component notes, which notes may be pari passu or senior/subordinate, provided that (i) the aggregate principal amount of the notes immediately following such bifurcation shall equal the outstanding principal balance of the Loan and (ii) the weighted average interest rate of the Loan immediately following such reallocation shall equal the interest rate which was applicable to the Loan immediately prior to such bifurcation. Trustor shall cooperate with all reasonable requests of Beneficiary in order to bifurcate the amount of the Loan and shall execute and deliver such documents as shall reasonably be required by Beneficiary in connection therewith, including, without limitation, one or more new component notes to replace the original Note, all in form and substance reasonably satisfactory to Beneficiary, provided that such documents shall contain terms, provisions and clauses (x) no less favorable to Trustor than those contained herein and in the Note, and (y) which do not increase Trustor’s obligations hereunder or decrease Trustor’s rights under the Loan Documents. If Beneficiary redefines the interest rate, the amount of interest payable under the modified notes, in the aggregate, shall at all times equal the amount of interest which would have been payable under the Note at the Interest Rate.

PARTICIPATION AND SALE OF LOAN. (a) Lender may sell, transfer or assign its entire interest or one or more participation interests in the Loan (or portions thereof) and the Loan Documents at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan. Lender may issue mortgage pass-through passthrough certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan Documents with a trust that may issue securities (the “"Securities”) provided that any such action shall not be at the Borrower’s cost or expense"). Lender may forward to each purchaser, transferee, assignee, servicer, participant, investor in such Securities (collectively, the “"Investor”") or any Rating Agency rating such Securities and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to the Secured Indebtedness and to Borrower or any the Liable Parties Party and the Property, whether furnished by Borrower, any the Liable Parties Party or otherwise, as Lender determines necessary or desirable. (b) At Lender’s cost and expense, Borrower will cooperate with Lender and the rating agencies in furnishing such information and providing such other assistance, reports and legal opinions as Lender may reasonably request in connection with any such transaction. In addition, Borrower acknowledges that Lender may release or disclose to potential purchasers or transferees of the Loan, or potential participants in the Loan, originals or copies of the Loan Documents, title information, engineering reports, financial statements, operating statements, appraisals, Leases, rent rolls, and all other materials, documents and information in Lender’s 's possession or which Lender is entitled to receive under the Loan Documents, with respect to the Loan, Borrower, Liable Parties Party or the Property. Borrower shall also furnish to such Investors or such prospective Investors or such Rating Agency any and all information concerning the Property, the Leases, the financial condition of Borrower or any the Liable Parties Party as may be requested by Lender, any Investor or any prospective Investor or any Rating Agency in connection with any sale, transfer or participation interest.

PARTICIPATION AND SALE OF LOAN. (a) Lender Beneficiary may sell, transfer or assign its entire interest or one or more participation interests in the Loan and the Loan Documents at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan. Lender Beneficiary may issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan Documents with a trust that may issue securities (the “"Securities”) provided that any such action shall not be at the Borrower’s cost or expense"). Lender Beneficiary may forward to each purchaser, transferee, assignee, servicer, participant, investor in such Securities (collectively, the “"Investor”") or any Rating Agency rating such Securities and each prospective Investor, all documents and information which Lender Beneficiary now has or may hereafter acquire relating to the Secured Indebtedness and to Borrower or any Liable Parties Grantor and the Property, whether furnished by BorrowerGrantor, any Liable Parties or otherwise, as Lender Beneficiary determines necessary or desirable. (b) At Lender’s cost and expense, Borrower Grantor will cooperate with Lender the Beneficiary and the rating agencies in furnishing such information and providing such other assistance, assistance and reports and legal opinions as Lender the Beneficiary may reasonably request in connection with any such transaction. In addition, Borrower Grantor acknowledges that Lender Beneficiary may release or disclose disclose, on a confidential basis, to potential purchasers or transferees of the Loan, or potential participants in the Loan, originals or copies of the Loan Documents, title information, engineering reports, financial statements, operating statements, appraisals, Leasesleases, rent rolls, and all other materials, documents and information in Lender’s Beneficiary's possession or which Lender Beneficiary is entitled to receive under the Loan Documents, with respect to the Loan, BorrowerGrantor, Liable Parties or the Property. Borrower Grantor shall also furnish to such Investors or such prospective Investors or such Rating Agency any and all information concerning the Property, the Leases, the financial condition of Borrower or any Liable Parties Grantor as may be reasonably requested by LenderBeneficiary, any Investor or any prospective Investor or any Rating Agency in connection with any sale, transfer or participation interest.