Common use of Permitted Liens; Title Insurance Clause in Contracts

Permitted Liens; Title Insurance. Blue Diamond Ranch (Loan No. 7) Each of the lease agreements for Walgreen Co. and S.I. Investments INC., /d/b/a Carl’s Jr./Green Burrito (collectively, the “Tenants”), provides the Tenants with a 45-day right of first refusal to purchase the Mortgaged Property in the event that landlord subdivides the Mortgaged Property and obtains a separate assessor’s parcel number for the related leased premises and subsequently receives a bona fide offer to purchase the related leased premises during the term of the lease or any extensions thereof from any person or entity. The right of first refusal will not apply to the sale of the entire Mortgaged Property. A Subordination, Non-Disturbance and Attornment Agreement was obtained with respect to each of the Tenants. Each of the lease agreements for KFC U.S. Properties, Inc. and Domino’s Pizza LLC (collectively, the “Tenants”), provides the Tenants with a 30-day right of first refusal to purchase the related leased premises in the event that landlord receives a bona fide offer to purchase the related leased premises during the term of the lease or any extensions thereof from any person or entity. The right of first refusal will not apply to the sale of the entire Mortgaged Property. A Subordination, Non-Disturbance and Attornment Agreement was obtained with respect to each of the Tenants. EXHIBIT D-1 FORM OF CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER OR LIBERTY ISLAND GROUP Exh. D-1-1 FORM OF SECRETARY’S CERTIFICATE OF LIBERTY ISLAND GROUP LLC The undersigned hereby certifies on , that he/she is the [Assistant] Secretary of Liberty Island Group LLC, a Delaware limited liability company (the “Company”), which is the sole member and administrative manager of Liberty Island Group I LLC, a Delaware limited liability company (“Mortgage Loan Seller”), and further certifies as follows on behalf of the Company in its own capacity and as administrative manager of Mortgage Loan Seller:

Permitted Liens; Title Insurance. Blue Diamond Ranch iStar Leased Fee Portfolio (Loan No. 711) Each The tenant at the Xxxxxxx Apartments Mortgaged Property has a right of the lease agreements for Walgreen Co. first offer and S.I. Investments INC., /d/b/a Carl’s Jr./Green Burrito (collectively, the “Tenants”), provides the Tenants with a 45-day right of first refusal with respect to purchase the Mortgaged Property in the event that landlord subdivides the Mortgaged Property and obtains a separate assessor’s parcel number for the related leased premises and subsequently receives a bona fide offer to purchase the related leased premises Property. If at any time during the term of the lease lease, the Mortgagor desires to sell the Mortgaged Property, the Mortgagor must, prior to soliciting offers for the sale of the Mortgaged Property, provide notice Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception to the tenant of its intent to sell and the terms of its offer. Tenant will have 10 business days from receipt of such notice to accept the offer, and 60 calendar days from the date of acceptance to complete the sale of the Mortgaged Property. If the Mortgagor receives an offer for the purchase of 50% or any extensions thereof more of the Mortgaged Property which the Mortgagor wishes to accept, the Mortgagor will notify the tenant with the terms of such offer and tenant will have 10 calendar days from any person or entitythe date of notice to accept such offer. The Tenant’s right of first offer and right of first refusal will not apply to any transfer or other conveyance of the Mortgaged Property as part of a transfer by the Mortgagor and its affiliates of not less than three other real properties in a combined sale of the entire Mortgaged Property. A Subordination, Non-Disturbance and Attornment Agreement was obtained with respect to each of the Tenants. Each of the lease agreements for KFC U.S. Properties, Inc. and Domino’s Pizza LLC (collectively, the “Tenants”), provides the Tenants with such parcels under a 30-day right of first refusal to purchase the related leased premises in the event that landlord receives a bona fide offer to purchase the related leased premises during the term of the lease or any extensions thereof from any person or entitycontract. The tenant’s right of first refusal will also not apply to the sale any conveyance due to a condemnation, foreclosure or deed-in-lieu of the entire Mortgaged Property. A Subordination, Non-Disturbance and Attornment Agreement was obtained with respect to each of the Tenants. EXHIBIT D-1 FORM OF CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER OR LIBERTY ISLAND GROUP Exh. D-1-1 FORM OF SECRETARY’S CERTIFICATE OF LIBERTY ISLAND GROUP LLC The undersigned hereby certifies on , that he/she is the [Assistant] Secretary of Liberty Island Group LLC, a Delaware limited liability company (the “Company”), which is the sole member and administrative manager of Liberty Island Group I LLC, a Delaware limited liability company (“Mortgage Loan Seller”), and further certifies as follows on behalf of the Company in its own capacity and as administrative manager of Mortgage Loan Seller:foreclosure.

Permitted Liens; Title Insurance. Blue Diamond Ranch ILPT Logistics Portfolio (Loan No. 73) Each The sole tenant at each of the 0000 Xxxxxxxxxxx Xxxxxxxxxx Xxxxxxx Mortgaged Property, 0000 Xxx X. Xxxxxxx Parkway Mortgaged Property and 000 Xxxx Xxxx Road Mortgaged Property, Xxxxxx.xxx Services, Inc., has a right of first offer to purchase the applicable Mortgaged Property if the related landlord desires to offer the Mortgaged Property or any portion thereof for sale or receives a purchase offer from any third party. If the sole tenant elects not to purchase the Mortgaged Property and the related landlord takes such Mortgaged Property off of the market, then for so long as (x) the tenant under the respective lease agreements for Walgreen Co. and S.I. Investments INC.is Xxxxxx.xxx Service L.L.C., /d/b/a Carl’s Jr./Green Burrito its parent, parent affiliate or any successor by merger, or (collectivelyy) the lease guaranty provided by Xxxxxx.xxx, Inc. remains in effect, the “Tenants”), provides the Tenants with sole tenant will have a 45-day right of first refusal to purchase the applicable Mortgaged Property in the event that landlord subdivides the Mortgaged Property and obtains a separate assessor’s parcel number for upon the related leased premises and subsequently receives landlord’s receipt of a bona fide offer to purchase the related leased premises during the term of the lease or any extensions thereof applicable Mortgaged Property from any person or entityan unrelated third party. The Such right of first refusal offer and right of first do not apply to transfers (i) in connection with any debt or equity financing, pursuant to a foreclosure or deed in lieu thereof, (ii) to any affiliates of the related landlord or (iii) to any joint venture or partnership of the related landlord or any of its affiliates. The sole tenant at the 000 Xxxxx'x Xxxx Mortgaged Property, BJ’s Wholesale Club, Inc., has a right of first offer to purchase such Mortgaged Property in the event the related landlord desires to offer the Mortgaged Property for sale. Pursuant to the terms of such tenant’s lease, BJ’s Wholesale Club, Inc.'s right of first offer will not apply to the any sale or conveyance of the entire Mortgaged Property in a foreclosure sale (or similar proceeding) of a bona fide mortgage or deed of trust or to any conveyance in lieu of foreclosure of such bona fide mortgage or deed of trust. The sole tenant at the 0000 Xxxx Xxxx Xxxx Mortgaged Property. A Subordination, Non-Disturbance and Attornment Agreement was obtained with respect to each of the Tenants. Each of the lease agreements for KFC U.S. PropertiesFederal Express Corporation, Inc. and Domino’s Pizza LLC (collectively, the “Tenants”), provides the Tenants with has a 30-day right of first refusal to purchase the applicable Mortgaged Property upon the related leased premises in the event that landlord receives landlord’s receipt of a written proposal from a bona fide third party for the purchase of any part of the Mortgaged Property. The sole tenant at the 0000 Xxxxxxxxxxx Xxxxxxx Mortgaged Property, Avnet, Inc., has a right of first offer to purchase the Mortgaged Property upon the related leased premises during landlord’s intention to sell the term of the lease or any extensions thereof from any person or entity. The right of first refusal will not apply to the sale of the entire Mortgaged Property. A SubordinationAvnet, Non-Disturbance and Attornment Agreement was obtained with respect Inc. has the right to each cause the related landlord to construct expansions of the Tenants. EXHIBIT D-1 FORM OF CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER OR LIBERTY ISLAND GROUP Exh. D-1-1 FORM OF SECRETARY’S CERTIFICATE OF LIBERTY ISLAND GROUP LLC The undersigned hereby certifies on , that he/she is the [Assistant] Secretary of Liberty Island Group LLC, a Delaware limited liability company (the “Company”), which is the sole member and administrative manager of Liberty Island Group I LLC, a Delaware limited liability company (“Mortgaged Representation Mortgage Loan Seller”), and further certifies as follows on behalf Description of the Company in its own capacity and as administrative manager Exception Property which expansions may consist of Mortgage Loan Seller:up to approximately 305,000 rentable square feet.

Permitted Liens; Title Insurance. Blue Diamond Ranch (Loan No. 7) Each In connection with the acquisition by the borrower of the lease agreements for Walgreen Co. and S.I. Investments INC.Middleton Net Lease Portfolio – Asheboro - Walmart Mortgaged Property, /d/b/a Carl’s Jr./Green Burrito (collectivelypursuant to the purchase agreement, the unrelated seller has the right to purchase a portion of the Mortgaged Property (the “TenantsRelease Parcel”). The Release Parcel was not assigned any material value in connection with the origination of the Mortgage Loan. In connection with the purchase of the Release Parcel, provides the Tenants Release Parcel may be released without payment of a release price and consequent reduction of the principal balance of the Mortgage Loan. The unrelated seller has notified the borrower that it is exercising its purchase option with respect to the Release Parcel. In addition, with respect to the Middleton Net Lease Portfolio – Cranberry - Walmart Mortgaged Property, the sole tenant, Walmart, has a 45-day right of first refusal to purchase the Mortgaged Property in the event that landlord subdivides the borrower enters into an agreement to sell the Mortgaged Property and obtains to an unrelated third party. In addition, with respect to the Middleton Net Lease Portfolio – Concord - Walmart Mortgaged Property, the sole tenant, Walmart, has a separate assessor’s parcel number for the related leased premises and subsequently receives a bona fide offer to purchase the related leased premises during the term of the lease or any extensions thereof from any person or entity. The right of first refusal will not apply to purchase its leased premises in the event that the related borrower elects to sell such premises. Annex A-1 ID# Mortgage Loans Representations Exceptions 24 Giant Anchored Portfolio (7) Permitted Liens; Title Insurance The largest tenant at the Creekside Marketplace Mortgaged Property, Giant, has a right of first refusal to purchase the Mortgaged Property. In the event that the borrower elects to subdivide the Stonehenge Square Mortgaged Property from the shopping center and offers to sell the subdivided property, then the third largest tenant at the Stonehenge Square Mortgaged Property, Monroe Muffler Brake Inc., has a right of first refusal to purchase the subdivided property, unless the sale is to one of the partners of the borrower. The fifth largest tenant at the Parkway Plaza Mortgaged Property, Wendy’s, has a right of first refusal to purchase its leased portion of the Mortgaged Property in the event that the borrower elects to sell such leased portion, other than a sale of the entire Mortgaged Property. A SubordinationThe second largest tenant at the Spring Meadow Mortgaged Property, Non-Disturbance and Attornment Agreement was obtained with respect to each of the Tenants. Each of the lease agreements for KFC U.S. PropertiesXxxxx Tire Supply, Inc. and Domino’s Pizza LLC (collectivelyLLC, the “Tenants”), provides the Tenants with has a 30-day right of first refusal to purchase the portion of the premises it leases at the Mortgaged Property. None of the rights of first refusal were subordinated to the Mortgage Loan. 2, 9, 11, 13, 16, 18, 24, 27, 28, 31, 32, 33 All CREFI loans (17) Insurance The Mortgage Loan documents may permit the related leased premises mortgagor to cause the insurance required at the related Mortgaged Property under the Mortgage Loan documents to be maintained by a tenant at the related Mortgaged Property. Annex A-1 ID# Mortgage Loans Representations Exceptions 2 Bellagio Hotel and Casino (17) Insurance The deductible for the “all risk” property insurance is permitted to be up to and including $250,000; the deductible for terrorism insurance is permitted to be up to and including $500,000, and the deductible for windstorm and earthquake coverage is not more than 5% of the total insurable value of the Mortgaged Property; provided that that, if the non-recourse carveout guarantor provides a guaranty acceptable to the lender and each rating agency rating securities that represent an interest in the related Whole Loan guaranteeing any failure by the related mortgagor to pay its obligations actually incurred with respect to that portion of the deductible that exceeds 5% of the total insurable value of the Mortgaged Property, the deductibles for windstorm and earthquake coverage may be up to 15% of the total insurable value of the Mortgaged Property); provided, further, that (1) the related mortgagor may utilize a $4,000,000 aggregate deductible subject to a $100,000 per occurrence deductible and a $100,000 maintenance deductible following the exhaustion of the aggregate and (2) the aggregate does not apply to any losses arising from named windstorm, earthquake or flood. Such deductibles may be considered not to be customary. So long as the master lease between the related mortgagor and Bellagio, LLC (the “Bellagio Tenant,” and such lease, the “Bellagio Lease”) is in effect, the related mortgagor shall not be required to maintain the coverages on the Mortgaged Property required in the Mortgage Loan documents or Representation 18 for so long as (A) the Bellagio Lease is in full force and effect, (B) no default by Bellagio Tenant beyond any applicable notice and cure period has occurred and is continuing under the Bellagio Lease and (C) Bellagio Tenant maintains insurance policies on the Mortgaged Property that satisfy the requirements set forth in the Mortgage Loan documents (the “Bellagio Policies”), (except it is acknowledged and agreed that the Bellagio Policies are permitted to vary from the requirements of the Mortgage Loan documents with respect to (x) the named storm sublimit which shall be no less than $700,000,000 per occurrence and (y) any property or terrorism deductible, which shall be no greater than $2,500,000). Such $700,000,000 limit is less than full replacement cost. In addition, such deductibles may be considered not to be customary. So long as the Bellagio Lease is in effect with terms and provisions reasonably equivalent to the terms and provisions regarding disbursement of insurance proceeds as the Bellagio Lease as in effect on the origination date, the provisions of the Bellagio Lease will govern the disbursement of insurance proceeds provided that (a) the related mortgagor will have Annex A-1 ID# Mortgage Loans Representations Exceptions demonstrated to the lender’s reasonable satisfaction that the Bellagio Tenant has committed to complete its restoration obligations pursuant to, and in accordance with, the terms and provisions of the Bellagio Lease within 4 years of the date the Bellagio Tenant can first reasonably access the Mortgaged Property for purposes of commencing restoration and (b) the related mortgagor or Bellagio Tenant has demonstrated to the lender’s reasonable satisfaction that the Bellagio Tenant has sufficient funds available to complete its restoration obligations under the Bellagio Lease in the event the amount of insurance proceeds is insufficient to complete the required restoration. The Bellagio Lease provides that landlord receives in the event any fee mortgagee (which has entered into a bona fide offer fee mortgage that is in compliance with the Bellagio Lease) that is entitled to purchase any insurance proceeds, under the terms of any fee mortgage, such proceeds (except business interruption not allocated to rent expenses, which will be payable to and retained by the Bellagio Tenant), will be applied, held and/or disbursed in accordance with the fee mortgage but in all events subject to Bellagio Tenant’s right to such insurance proceeds, and the related leased premises during mortgagor is required to cause the term of the lease or any extensions thereof from any person or entity. The right of first refusal will not apply fee mortgagee to make such proceeds available to the sale Bellagio Tenant for the reasonable costs of preservation, stabilization, emergency restoration, reconstruction and repair for the entire Mortgaged Property. A SubordinationThe Mortgage Loan documents require the deductible under the related environmental insurance policy to be no more than $25,000. The deductible under the environmental insurance policy obtained by the related borrower is $50,000. 9 000 Xxxxxxx Xxxxxx (17) Insurance The mortgagor is only required to obtain flood insurance to the extent the same is commercially available. Annex A-1 ID# Mortgage Loans Representations Exceptions 11 Middleton Net Lease Portfolio (17) Insurance With respect to the Mortgaged Properties at which Walmart is the sole tenant, Non-Disturbance to the extent that such Walmart lease is in full force and Attornment Agreement was obtained effect, (ii) no default beyond any applicable notice and cure period has occurred and is continuing under such Walmart lease, (iii) Walmart Inc. maintains a credit rating from S&P of at least “BBB”, (iv) Walmart maintains the insurance required to be maintained by it under the applicable Walmart lease, and (v) Mortgagor shall have provided to lender evidence satisfactory to lender that Walmart is maintaining in full force and effect the insurance described in the Mortgage Loan documents with respect to each such Walmart lease then the Mortgagor is not required to maintain the insurance set forth in the Mortgage Loan documents. 13 000 Xxxx 00xx Xxxxxx (17) Insurance Each such insurance policy shall (i) be in an amount equal to the greater of (A) one hundred percent (100%) of the Tenants. EXHIBIT D-1 FORM OF CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER OR LIBERTY ISLAND GROUP Exh. D-1-1 FORM OF SECRETARY’S CERTIFICATE OF LIBERTY ISLAND GROUP LLC The undersigned hereby certifies on , that he/she is then replacement cost of the [Assistant] Secretary of Liberty Island Group LLC, a Delaware limited liability company (the “Company”), which is the sole member and administrative manager of Liberty Island Group I LLC, a Delaware limited liability company (“Mortgage Loan Seller”)Improvements without deduction for physical depreciation, and further certifies (B) such amount as follows on behalf of is necessary so that the Company in its own capacity insurer would not deem Borrower a co-insurer under such policies. Pursuant to the related ground lease, proceeds which exceed the amount required to be used for restoration, will be split between the ground lessor and as administrative manager of Mortgage Loan Seller:the borrower.