Common use of Representation Mortgage Loan Description of Exception Clause in Contracts

Representation Mortgage Loan Description of Exception. The collateral for the Mortgage Loan includes a security interest in the Leasehold Space. While the Underlying Lease is a space lease, the following exceptions are noted if the Underlying Lease were treated as a “Ground Lease” for purposes of this representation: (34(b)) The Underlying Lease lessor has not expressly agreed that the Underlying Lease cannot be terminated or modified without the lender’s consent. The lender has notice and cure rights relating to any default by Mortgagor pursuant to the Underlying Lease and the Underlying Lease lessor has agreed in writing that it cannot exercise any rights and/or remedies relating to said default until the lender’s notice and cure rights have expired. (34(i)) Mortgagor may not sublet its interest in the Underlying Lease without the consent of the lessor thereunder (which consent shall not be unreasonably withheld). Note that Mortgagor is permitted to sublease its interest in the Leasehold Premises to Regal (and its successor and/or assigns). If the Regal Lease expires or is terminated for any reason (other than a default thereunder by Mortgagor solely relating to the Xxxxxxx Portion), Mortgagor shall have the option to terminate the Underlying Lease (which option may only be exercised with the lender’s consent). (34(j)) The Underlying Lease lessor is obligated to restore the Leasehold Premises in the event of a casualty or condemnation (provided the Underlying Lease is not terminated in connection with the applicable casualty). In connection with said restoration, the loss proceeds must be held by an insurance trustee satisfying certain ratings requirements. For so long as the lessor’s fee mortgagee meets said ratings requirements, it will be designated as the insurance/condemnation trustee and if it does not satisfy the ratings criteria, then it is entitled to appoint a trustee satisfying the ratings criteria. (34(k)) Given that the Underlying Lease is a space lease and is not a “Ground Lease” as defined above, the Mortgagor does not own the improvements on the Leasehold Premises and is not entitled to insurance proceeds in the event of a total loss resulting in a termination of the Underlying Lease. In the event of a condemnation where the Underlying Lease is terminated, the Underlying Lease lessor is entitled to the entire condemnation award relating to the Leasehold Premises, provided, however, Mortgagor may request a separate condemnation award to the extent that such award does not reduce the lessor’s award. (34(l)) The lender is entitled to a new lease in the event the

Representation Mortgage Loan Description of Exception. Lien; Valid Assignment and (6) Permitted Liens; Title Insurance 360 Spear (Loan No. 3) The collateral tenant under the lease to MCIMETRO Access Transmission Services LLC (such tenant, “Verizon Tenant,” and such lease, “Verizon Lease”), or Verizon Tenant’s affiliated designee, has the option to purchase the Mortgaged Property for $260,000,000 for a 24 month period commencing on the 13th month following December 30, 2020 (the “Option to Purchase Period”), pursuant to the Verizon Lease. Pursuant to the Verizon Lease, if the purchase option is exercised, the purchaser is expressly required to either (i) assume (subject to the terms and conditions set forth in the Mortgage Loan includes a security documents and applicable mezzanine loan documents) the Mortgage Loan and, if applicable, assume the then existing mezzanine loan, or (ii) to the extent permitted by the Mortgage Loan documents and any applicable mezzanine loan documents, pay in full the entire principal balance of the Mortgage Loan and any mezzanine loan including all amounts due thereunder (including, without limitation, any yield maintenance premiums). Pursuant to the Verizon Lease, the landlord is also required to give the Verizon Tenant prior written notice if it elects to sell the Mortgaged Property during the Option to Purchase Period, and Verizon Tenant has 60 days to exercise its purchase option following receipt of such notice. The Verizon Lease provides that the purchase option and right of first refusal may not be exercised in connection with any foreclosure sale, deed-in-lieu of foreclosure or other transfer of the Mortgaged Property or of the ownership interest in the Leasehold Space. While the Underlying Lease is a space lease, the following exceptions are noted if the Underlying Lease were treated as a “Ground Lease” for purposes of this representation: (34(b)) The Underlying Lease lessor has not expressly agreed that the Underlying Lease cannot be terminated or modified without the lender’s consent. The lender has notice and cure rights relating to any default by Mortgagor pursuant to the Underlying Lease and the Underlying Lease lessor has agreed in writing that it cannot exercise any rights and/or remedies relating to said default until the lender’s notice and cure rights have expired. (34(i)) Mortgagor may not sublet its interest in the Underlying Lease without the consent of the lessor thereunder (which consent shall not be unreasonably withheld). Note that Mortgagor is permitted to sublease its interest in the Leasehold Premises to Regal (and its successor and/or assigns). If the Regal Lease expires or is terminated for any reason (other than a default thereunder by Mortgagor solely relating to the Xxxxxxx Portion), Mortgagor shall have the option to terminate the Underlying Lease (which option may only be exercised with the lender’s consent). (34(j)) The Underlying Lease lessor is obligated to restore the Leasehold Premises in the event of a casualty or condemnation (provided the Underlying Lease is not terminated landlord in connection with an exercise of remedies under a mortgage loan or mezzanine loan (but the applicable casualty). In purchase option and right of first refusal shall continue to be in full force and effect thereafter) and that a foreclosure sale or deed-in-lieu of foreclosure of the Mortgaged Property or ownership interests in the landlord in connection with said restoration, a mortgage loan or a mezzanine loan will not be deemed to be a an election to sell the loss proceeds must be held by an insurance trustee satisfying certain ratings requirements. For so long as the lessor’s fee mortgagee meets said ratings requirements, it will be designated as the insurance/condemnation trustee and if it does not satisfy the ratings criteria, then it is entitled to appoint a trustee satisfying the ratings criteria. (34(k)) Given that the Underlying Lease is a space lease and is not a “Ground Lease” as defined above, the Mortgagor does not own the improvements on the Leasehold Premises and is not entitled to insurance proceeds in the event of a total loss resulting in a termination of the Underlying Lease. In the event of a condemnation where the Underlying Lease is terminated, the Underlying Lease lessor is entitled to the entire condemnation award relating to the Leasehold Premises, provided, however, Mortgagor may request a separate condemnation award to the extent that such award does not reduce the lessor’s award. (34(l)) The lender is entitled to a new lease in the event theMortgaged Property.

Representation Mortgage Loan Description of Exception. The collateral for the debt service coverage ratio (as calculated in the Mortgage Loan includes a security interest documents) for the Mortgaged Property then remaining subject to the lien of the Mortgage Loan documents based on the trailing 12-month period is equal to or greater than the greater of (a) 2.03x and (b) the debt service coverage ratio for all of the Mortgaged Properties (including the Oxxxxx Triangle Individual Property subject to the release) based on the trailing 12-month period; (iii) the remaining Mortgaged Property (after the release) will not be in violation of the condominium documents, the master lease documents, any leases or the then applicable laws, and the borrower continues to control the board of trustees of the condominium association; and (iv) the borrower may not lease any space at the released Oxxxxx Triangle Individual Property to an existing tenant unless either (a) the borrowers have re-leased the space in the Leasehold Space. While Mortgaged Property to a new tenant with an effective rent per square foot in an amount equal to or greater than the Underlying Lease is a space lease, tenant that was relocated or (b) the following exceptions are noted if the Underlying Lease were treated as a “Ground Lease” for purposes of this representation: (34(b)) The Underlying Lease lessor has not expressly agreed that the Underlying Lease cannot be terminated or modified without the lender’s consent. The lender has notice and cure rights relating consents to any default by Mortgagor pursuant to the Underlying Lease and the Underlying Lease lessor has agreed in writing that it cannot exercise any rights and/or remedies relating to said default until the lender’s notice and cure rights have expired. (34(i)) Mortgagor may not sublet its interest in the Underlying Lease without the consent of the lessor thereunder such relocation (which consent shall may not be unreasonably withheld, conditioned or delayed). Note The Mortgage Loan documents provide that Mortgagor if the loan-to-value ratio exceeds or would exceed 125% immediately after the release, no release will be permitted unless the principal balance of the Mortgage Loan is prepaid by an amount set forth in the Mortgage Loan documents or the borrowers deliver a REMIC opinion. The borrowers are not permitted to sublease its interest in release the Leasehold Premises to Regal (and its successor and/or assigns). If 600 Xxxx Xxxxxx Xxxxx Mortgaged Property or the Regal Lease expires or is terminated for any reason (other than a default thereunder by Mortgagor solely relating to the Xxxxxxx Portion), Mortgagor shall have the option to terminate the Underlying Lease (which option may only be exercised with the lender’s consent). (34(j)) The Underlying Lease lessor is obligated to restore the Leasehold Premises in the event of a casualty or condemnation (provided the Underlying Lease is not terminated in connection with the applicable casualty). In connection with said restoration, the loss proceeds must be held by an insurance trustee satisfying certain ratings requirements. For so long as the lessor’s fee mortgagee meets said ratings requirements, it will be designated as the insurance/condemnation trustee and if it does not satisfy the ratings criteria, then it is entitled to appoint a trustee satisfying the ratings criteria. (34(k)) Given that the Underlying Lease is a space lease and is not a “Ground Lease” as defined above, the Mortgagor does not own the improvements on the Leasehold Premises and is not entitled to insurance proceeds in the event of a total loss resulting in a termination parking garage portion of the Underlying Lease. In the event of a condemnation where the Underlying Lease is terminated, the Underlying Lease lessor is entitled to the entire condemnation award relating to the Leasehold Premises, provided, however, Mortgagor may request a separate condemnation award to the extent that such award does not reduce the lessor’s award. (34(l)) The lender is entitled to a new lease in the event theMortgaged Property.

Representation Mortgage Loan Description of Exception. The collateral Village at Meridian (Loan No. 17) The Trails at Silverdale (Loan Nx. 00) Xxxxxxxx Xxxxxx Xxxxxxxxxxx (Xxxx Xx. 00) carve-out provisions in the related Mortgage Loan documents. At origination of the Mortgage Loan, the borrower obtained an environmental insurance policy issued from Ironshore Specialty Insurance Company in the name of the borrower, with the lender as additional named insured with its successors, assigns and/or affiliates, with per incident and aggregate limits of $10,000,000, a $50,000 per incident self-insured retention and a term expiring on October 5, 2022. The Mortgage Loan documents require that the borrower obtain and maintain a pollution legal liability insurance, which, among other conditions, is required to be maintained for a period continuing through 36 months beyond the maturity date of the Mortgage Loan includes a security interest in the Leasehold Space. While the Underlying Lease is a space leaseof December 5, the following exceptions are noted if the Underlying Lease were treated as a “Ground Lease” for purposes of this representation: (34(b)) The Underlying Lease lessor has not expressly agreed that the Underlying Lease cannot be terminated or modified without the lender’s consent2030. The lender has notice and cure rights relating loss recourse carveout for material physical waste is limited to any default by Mortgagor pursuant to the Underlying Lease and the Underlying Lease lessor has agreed in writing that it cannot exercise any rights and/or remedies relating to said default until the lender’s notice and cure rights have expiredintentional material physical waste. (34(i)) Mortgagor may not sublet its interest in the Underlying Lease without the consent The indemnification obligations of the lessor thereunder (which consent shall not be unreasonably withheld). Note borrower under the environmental indemnity will terminate on the date that Mortgagor is permitted to sublease its interest in three years after the Leasehold Premises to Regal (full and its successor and/or assigns). If indefeasible repayment of the Regal Lease expires or is terminated for any reason Mortgage Loan (other than a default thereunder repayment effective pursuant to or following any foreclosure or other exercise of remedies by Mortgagor solely relating Indemnitee under the Mortgage Loan documents), such date being the “Termination Date,” if the borrower has satisfied the following conditions: (A) no claims, litigation, demands, defenses, judgments, suits or proceedings with respect to any matter covered by the environmental indemnity will have occurred or been threatened in writing (other than a threatened claim which has been dismissed or resolved without liability) against the indemnitor, the Mortgaged Property, the indemnitee prior to the Xxxxxxx Portion), Mortgagor shall Termination Date; (B) the indemnitee will not have exercised its remedies of foreclosure or power of sale under the option to terminate the Underlying Lease (which option may only be exercised Mortgage Loan documents with the lender’s consent). (34(j)) The Underlying Lease lessor is obligated to restore the Leasehold Premises in the event of a casualty or condemnation (provided the Underlying Lease is not terminated in connection with the applicable casualty). In connection with said restoration, the loss proceeds must be held by an insurance trustee satisfying certain ratings requirements. For so long as the lessor’s fee mortgagee meets said ratings requirements, it will be designated as the insurance/condemnation trustee and if it does not satisfy the ratings criteria, then it is entitled to appoint a trustee satisfying the ratings criteria. (34(k)) Given that the Underlying Lease is a space lease and is not a “Ground Lease” as defined above, the Mortgagor does not own the improvements on the Leasehold Premises and is not entitled to insurance proceeds in the event of a total loss resulting in a termination of the Underlying Lease. In the event of a condemnation where the Underlying Lease is terminated, the Underlying Lease lessor is entitled respect to the entire condemnation award relating to the Leasehold PremisesMortgaged Property, provided, however, Mortgagor may request nor will a separate condemnation award to the extent that such award does not reduce the lessor’s award. (34(l)) The lender is entitled to a new lease in the event thereceiver for

Representation Mortgage Loan Description of Exception. in the Mortgaged Property or (ii) all of the direct or indirect equity interests or controlling interests in the Mortgagor. The collateral for indemnification obligations of the Mortgagor and the guarantor under the environmental indemnity agreement will terminate on the date which is three (3) years after the full and indefeasible payment by the Mortgagor and/or the guarantor of the Mortgage Loan includes Loan, provided, that (i) such three (3) year period will not commence until the date on which the Mortgagor and/or the guarantor furnishes to the indemnitee a security interest in Phase I environmental report with respect to the Leasehold Space. While Mortgaged Property, which reports are from an environmental consultant reasonably acceptable to the Underlying Lease is a space leaseindemnitee and the Rating Agencies, and which updated environmental report(s) do not disclose, as of the following exceptions are noted if the Underlying Lease were treated as a “Ground Lease” for purposes date of this representation: delivery, any actual or threatened (34(b)A) The Underlying Lease lessor has not expressly agreed that the Underlying Lease cannot be terminated non-compliance with or modified without the lender’s consent. The lender has notice and cure rights relating to any default by Mortgagor violation of applicable environmental laws (or of permits issued pursuant to the Underlying Lease and the Underlying Lease lessor has agreed in writing that it cannot exercise any rights and/or remedies relating to said default until the lender’s notice and cure rights have expired. (34(i)environmental laws) Mortgagor may not sublet its interest in the Underlying Lease without the consent of the lessor thereunder (which consent shall not be unreasonably withheld). Note that Mortgagor is permitted to sublease its interest in the Leasehold Premises to Regal (and its successor and/or assigns). If the Regal Lease expires or is terminated for any reason (other than a default thereunder by Mortgagor solely relating to the Xxxxxxx Portion), Mortgagor shall have the option to terminate the Underlying Lease (which option may only be exercised with the lender’s consent). (34(j)) The Underlying Lease lessor is obligated to restore the Leasehold Premises in the event of a casualty or condemnation (provided the Underlying Lease is not terminated in connection with the Mortgaged Property or the operations thereon, (B) environmental liens encumbering the Mortgaged Property, (C) administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in the environmental indemnity agreement which processes or proceedings could, in the indemnitee's reasonable opinion, trigger indemnification obligations of the Mortgagor and the guarantor under the environmental indemnity agreement or (D) presence or release of any hazardous substances in, on, above or under the Mortgaged Property that has not been fully remediated in accordance with all applicable casualty). In environmental laws and (ii) as of the date of determination, there is no pending legal action related to the Mortgaged Property in connection with said restoration, any matter addressed under the loss proceeds must be held by an insurance trustee satisfying certain ratings requirements. For so long as environmental indemnity agreement (or under the lessor’s fee mortgagee meets said ratings requirements, it will be designated as the insurance/condemnation trustee and if it does not satisfy the ratings criteria, then it is entitled to appoint a trustee satisfying the ratings criteria. (34(kprovisions thereof)) Given that the Underlying Lease is a space lease and is not a “Ground Lease” as defined above, the Mortgagor does not own the improvements on the Leasehold Premises and is not entitled to insurance proceeds in the event of a total loss resulting in a termination of the Underlying Lease. In the event of a condemnation where that the Underlying Lease is terminatedMortgagor obtains and maintains an environmental insurance policy naming the lender (together with its successors and assigns) as an additional named insured (the “Environmental Insurance”), then the Underlying Lease lessor is entitled to the entire condemnation award relating to the Leasehold Premises, provided, however, Mortgagor may request a separate condemnation award to the extent that such award does not reduce the lessor’s award. (34(l)) The lender is entitled required to a new lease in first seek recovery under such Environmental Insurance before seeking indemnity, reimbursement or recovery from the event theMortgagor or the guarantor for losses within the scope of the indemnity under the environmental indemnity agreement that are within the scope of coverage and are not specifically excluded from the terms of the Environmental Insurance.

Representation Mortgage Loan Description of Exception. The collateral for the Mortgage Loan includes a security interest in the Leasehold Space. While the Underlying Lease is a space lease, the following exceptions are noted if the Underlying Lease were treated as a “Ground Lease” for purposes of this representation: (34(b)) The Underlying Lease lessor has not expressly agreed that the Underlying Lease cannot be terminated or modified without the lender’s consent. The lender has notice and cure rights relating to any default by Mortgagor pursuant to the Underlying Lease and the Underlying Lease lessor has agreed in writing that it cannot exercise any rights and/or remedies relating to said default until the lender’s notice and cure rights have expired. (34(i)) Mortgagor may not sublet its interest in the Underlying Lease without the consent of the lessor thereunder (which consent shall not be unreasonably withheld). Note that Mortgagor is permitted to sublease its interest in the Leasehold Premises to Regal (and its successor and/or assigns). If the Regal Lease expires or is terminated for any reason (other than a default thereunder by Mortgagor solely relating to the Xxxxxxx Portion), Mortgagor shall have the option to terminate the Underlying Lease (which option may only be exercised with the lender’s consent). (34(j)) The Underlying Lease lessor is obligated to restore the Leasehold Premises in the event of a casualty or condemnation (provided the Underlying Lease is not terminated in connection with the applicable casualty). In connection with said restoration, the loss proceeds must be held by an insurance trustee satisfying certain ratings requirements. For so long as the lessor’s fee mortgagee meets said ratings requirements, it will be designated as the insurance/condemnation trustee and if it does not satisfy the ratings criteria, then it is entitled to appoint a trustee satisfying the ratings criteria. (34(k)) Given that the Underlying Lease is a space lease and is not a “Ground Lease” as defined above, the Mortgagor does not own the improvements on the Leasehold Premises and is not entitled to insurance proceeds in the event of a total loss resulting in a termination of the Underlying Lease. In the event of a condemnation where the Underlying Lease is terminated, the Underlying Lease lessor is entitled to the entire condemnation award relating to the Leasehold Premises, provided, however, Mortgagor may request a separate condemnation award to the extent that such award does not reduce the lessor’s award. (34(l)) The lender is entitled to a new lease in the event thethe Underlying Lease is terminated in connection with a rejection of the Underlying Lease is bankruptcy.