Common use of Sale of Loan and Securitization Clause in Contracts

Sale of Loan and Securitization. (a) Lender shall have the right, at Lender’s cost and without the consent of Borrower, any Guarantor or any Affiliate of Borrower or any Guarantor, (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan, or (iii) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization. The transactions referred to in clauses (i), (ii) and (iii) are each hereinafter referred to as a “Secondary Market Transaction” and the transactions referred to in clause (iii) shall hereinafter be referred to as a “Securitization”. Any certificates, notes or other securities issued in connection with a Secondary Market Transaction are hereinafter referred to as “Securities”). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. (b) If requested by Lender, Borrower and Leasehold Pledgor shall use commercially reasonable efforts to and shall cause Guarantors to use commercially reasonable efforts to assist Lender, at Lender’s expense, in satisfying the market standards to which Lender customarily adheres or which may be required by prospective investors, the Rating Agencies, applicable Legal Requirements and/or otherwise in the marketplace in connection with any Secondary Market Transactions, and shall in any event upon Lender’s request, at Lender’s expense: (i) (A) provide updated financial and other customary information with respect to the Properties, the business operated at the Properties, Owner, Operating Lessee, Borrower, Leasehold Pledgor and each Manager, including, without limitation, the information set forth on Exhibit A attached hereto, (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each tenant) relating to the Properties, and (C) provide updated appraisals, market studies, property condition reports and other due diligence investigations of the Properties (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) cause counsel to provide legal opinions of counsel, which may be relied upon by Lender, trustee in any Securitization, underwriters, NRSROs and their respective counsel, agents and representatives, as to non-consolidation, matters of Delaware and federal bankruptcy law relating to limited partners and/or limited liability companies, any other matters covered in the opinions delivered to Lender at Closing or as required by the Rating Agencies with respect to the Properties, the Loan Documents, Owner, Operating Lessee, Borrower and Leasehold Pledgor and their respective Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and satisfactory to the Rating Agencies; and (iii) execute amendments to the Loan Documents and Borrower’s and Leasehold Pledgor’s organizational documents requested by Lender; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate as set forth herein on in the Note, (B) change the outstanding principal balance of the Loan, (C) require Borrower to make or remake any representations or warranties, (D) require principal amortization of the Loan (other than repayment in full on the Maturity Date), (E) change any Stated Maturity Date or (F) otherwise increase the obligations or reduce the rights of Borrower or any Guarantor under the Loan Documents other than to a de minimis extent. (c) If, at the time a Disclosure Document is being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower (including any guarantor or other Person that is directly or indirectly committed by contract or otherwise to make payments on all or a part of the Loan) collectively, or the Properties alone or the Properties and Related Properties collectively, will be a Significant Obligor, Borrower shall, at Lender’s expense, furnish to Lender upon reasonable request the following financial information: (i) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all loans included or expected to be included in the Securitization, net operating income for the Properties and the Related Properties for the most recent Fiscal Year and interim period as required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of Regulation S-K and Item 1112(b)(1) of Regulation AB), or (ii) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed twenty percent (20%) of the aggregate principal amount of all loans included or expected to be included in the Securitization, the financial statements in respect of each Individual Owner and its respective Properties required under Item 1112(b)(2) of Regulation AB (which includes, but may not be limited to, a balance sheet with respect to the entity that Lender reasonably determines to be a Significant Obligor) for the two most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to the Properties for the three most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-02 of Regulation S-X. (d) Further, if reasonably requested by Lender, Borrower shall, promptly at Lender’s expense, furnish to Lender financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, for any tenant of any Individual Property (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) if, in connection with a Securitization, Lender expects there to be, as of the cutoff date for such Securitization, a concentration with respect to such tenant or group of Affiliated tenants within all of the loans included or expected to be included in the Securitization such that such tenant or group of Affiliated tenants would constitute a Significant Obligor. Borrower shall, at Lender’s expense, use commercially reasonable efforts to furnish to Lender, in connection with the preparation of the Disclosure Documents and on an ongoing basis, financial data and/or financial statements with respect to such tenants meeting (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) filings pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (e) If Lender reasonably determines in good faith that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties alone or the Properties and Related Properties collectively, are a Significant Obligor, then Borrower shall, at Lender’s expense, furnish to Lender, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) Exchange Act Filings are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (f) Any financial data or financial statements provided pursuant to this Section 9.1 shall be furnished at Lender’s expense to Lender within the following time periods: (i) with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from Lender; and (ii) with respect to ongoing information required under Section 9.1(d) and (e) above, (1) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (2) not later than seventy-five (75) days after the end of each Fiscal Year of Borrower. (g) If reasonably requested by Lender, Borrower shall, at Lender’s expense, provide Lender, promptly following Lender’s reasonable request therefor, with any other or additional financial statements, or financial, statistical or operating information, as Lender shall reasonably determine to be required pursuant to Regulation S-K or Regulation S-X, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements identified by Lender and relating to a Securitization or as shall otherwise be reasonably requested by Lender or, in the case of a private securitization such statements or information as Lender shall reasonably determine to be necessary to be included. (h) If requested by Lender, whether in connection with a Securitization or at any time thereafter during which the Loan and any Related Loans are included in a Securitization, Borrower shall provide Lender, promptly upon request, a list of tenants (including all affiliates of such tenants) that in the aggregate (1) occupy 10% or more (but less than 20%) of the total floor area of the improvements or represent 10% or more (but less than 20%) of aggregate base rent, and (2) occupy 20% or more of the total floor area of the improvements or represent 20% or more of aggregate base rent. (i) All financial statements provided by Borrower or Leasehold Pledgor pursuant to this Section 9.1(c), (d), (e) or (f) shall be prepared in accordance with the Uniform System of Accounts and reconciled in accordance with GAAP (or otherwise in accordance with an Acceptable Accounting Method) and shall meet the applicable requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and other applicable Legal Requirements. All financial statements provided by Borrower pursuant to clause (c) or (d) relating to a Fiscal Year shall be audited by Independent Accountants in accordance with GAAP, Regulation S-X or Regulation S-K, as applicable, Regulation AB, and all other applicable Legal Requirements, shall be accompanied by the manually executed report of the Independent Accountants thereon, which report shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and all other applicable Legal Requirements, and shall be further accompanied by a manually executed written consent of the Independent Accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such Independent Accountants and the reference to such Independent Accountants as “experts” in any Disclosure Document and Exchange Act Filing (or comparable information is required to otherwise be available to holders of the Securities under Regulation AB or applicable Legal Requirements), all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial statements of the Borrower shall be certified by the chief financial officer of Borrower, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraph. (j) If reasonably requested by Lender, Borrower shall review any information regarding the Properties, tenants, Borrower, Leasehold Pledgor, Owner, Operating Lessee and Guarantors which is contained in any Disclosure Document (including any interim drafts thereof and any amendments or supplements thereto) in order to confirm that to its knowledge, no such Disclosure Document contains any untrue statement of a material fact or omits any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and to the extent any such Disclosure Document contains any such material misstatements or omissions to correct any such material misstatements or omissions within five (5) Business Days following Borrower’s receipt thereof. Borrower shall not be liable hereunder for any material misstatement or omission contained in the Disclosure Document due to Lender’s failure to incorporate Borrower’s requested changes or modifications. (k) For all purposes under this Agreement, if any Securities are offered pursuant to a “private” Securitization pursuant to an exemption under Rule 144A or Regulation D under the Securities Act, the provisions of Regulation AB, Regulation S-K, Regulation S-X and any other disclosure provisions of the Securities Act and/or Exchange Act, as applicable, shall be deemed to apply to such “private” Securitization as if such offering of Securities were being conducted pursuant to a registered public offering under the Securities Act.

Sale of Loan and Securitization. Subject to Section 9.4 hereof:‌ (a) Lender shall have the right, at Lender’s cost and without the consent of Borrower, any Guarantor or any Affiliate of Borrower or any Guarantor, : (i) to (A) sell or otherwise transfer the Loan or any portion thereof as a whole loan, (iiB) to sell participation interests in the Loan, or (iiiC) to securitize the Loan or any portion thereof in a single asset securitization or a in one or more pooled loan securitizationsecuritizations. (The transactions referred to in clauses (iA), (iiB) and (iiiC) are each hereinafter referred to as a “Secondary Market Transaction” and the transactions referred to in clause (iiiC) shall hereinafter be referred to as a “Securitization”. Any certificates, notes or other securities issued in connection with a Secondary Market Transaction are hereinafter referred to as “Securities”). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions; and (ii) to reallocate the then-Outstanding Principal Balance of the Loan and the then-outstanding principal balance of the Senior Loan and/or reallocate the interest rate payable under the Loan and the Senior Loan and Borrower shall execute and deliver such modification documents as Lender shall reasonably require to evidence, reflect and effectuate such reallocation, provided that (a) the aggregate principal amount of the Loan and the Senior Loan shall, immediately after the effective date of such modification, equal the Outstanding Principal Balance of the Loan and the then- outstanding principal balance of the Senior Loan immediately prior to such modification immediately prior to such modification, (b) the weighted average interest rate of the Loan and the Senior Loan shall, immediately after the effective date of such modification, equal the weighted average interest rate of the Loan and the Senior Loan immediately prior to such modification and (c) the aggregate scheduled Debt Service payments (including any required amortization component thereof) on the Loan and the Senior Loan shall not increase. (b) If requested by Lender, Borrower and Leasehold Pledgor shall use commercially reasonable efforts to and shall cause Guarantors to use commercially reasonable efforts to assist Lender, at Lender’s expense, Lender in satisfying the market standards to which Lender customarily adheres or which may be required in the marketplace, by prospective investors, the Rating Agencies, applicable Legal Requirements and/or otherwise in the marketplace in connection with any Secondary Market Transactions, and shall in any event upon Lender’s request, at Lender’s expenseincluding to: (i) (A) provide updated financial and other customary information with respect to the PropertiesProperty, the business operated at the Properties, Owner, Operating LesseeProperty, Borrower, Leasehold Pledgor Guarantor(s), Owner and each Manager, including, without limitation, the information set forth on Exhibit A B attached hereto, (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each tenantTenant) relating to the PropertiesProperty, and (C) provide updated appraisals, market studies, environmental reviews and reports (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of the Properties Property (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) cause counsel to provide legal opinions of counsel, which may be relied upon by Lender, trustee in any Securitization, underwriters, NRSROs and their respective counsel, agents and representatives, as to non-consolidation, matters of Delaware fraudulent conveyance and federal bankruptcy law relating to limited partners and/or limited liability companies, true sale or any other matters covered opinion customary in the opinions delivered to Lender at Closing Secondary Market Transactions or as required by the Rating Agencies with respect to the PropertiesProperty, the Loan Documents, Owner, Operating Lessee, Owner and Borrower and Leasehold Pledgor and their respective its Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and satisfactory to the Rating Agencies; (iii) provide updated, as of the closing date of any Secondary Market Transaction, representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may require; and (iiiiv) execute amendments to the Loan Documents and Borrower’s and Leasehold Pledgor’s organizational documents requested by Lender; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change review any Disclosure Document or any interim draft thereof furnished by Lender to Borrower with respect to information contained therein that was furnished to Lender by or on behalf of Borrower in connection with the interest rate as set forth herein on preparation of such Disclosure Document or in connection with the Note, (B) change the outstanding principal balance underwriting or closing of the Loan, including financial statements of Borrower and Guarantors, operating statements and rent rolls with respect to the Property, and (CB) require Borrower within three (3) Business Days following Borrower’s receipt thereof, provide to Lender in writing any revisions to such Disclosure Document or interim draft thereof necessary or advisable to insure that such reviewed information does not contain any untrue statement of a material fact or omit to state any material fact necessary to make or remake any representations or warranties, (D) require principal amortization of the Loan (other than repayment in full on the Maturity Date), (E) change any Stated Maturity Date or (F) otherwise increase the obligations or reduce the rights of Borrower or any Guarantor under the Loan Documents other than to a de minimis extentstatements contained therein not misleading. (c) If, at the time a Disclosure Document is being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower (including any guarantor or other Person that is directly or indirectly committed by contract or otherwise to make payments on all or a part of the Loan) collectively, or the Properties Property alone or the Properties Property and Related Properties collectively, will be a Significant Obligor, Borrower shall, at Lender’s expense, shall furnish to Lender upon reasonable request the following financial information: (i) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, net operating income for the Properties Property and the Related Properties for the most recent Fiscal Year and interim period as required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of Regulation S-K and Item 1112(b)(1) of Regulation AB), or (ii) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, the financial statements in respect of each Individual Owner and its respective Properties required under Item 1112(b)(2) of Regulation AB (which includes, but may not be limited to, a balance sheet with respect to the entity that Lender reasonably determines to be a Significant Obligor) Obligor for the two most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to the Properties Property for the three most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-02 of Regulation S-X.X (or if Lender determines that the Property is the Significant Obligor and the Property (other than properties that are hotels, nursing homes, or other properties that would be deemed to constitute a business and not real estate under Regulation S-X or other legal requirements) was acquired from an unaffiliated third party and the other conditions set forth in Rule 3-14 of Regulation S-X have been met, the financial statements required by Rule 3-14 of Regulation S-X)). (d) Further, if reasonably requested by Lender, Borrower shall, promptly at upon Lender’s expenserequest, furnish to Lender financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, for any tenant Tenant of any Individual the Property (if to the extent available and not subject to requirements of confidentiality under the terms of the applicable LeaseBorrower or Owner) if, in connection with a Securitization, Lender expects there to be, as of the cutoff date for such Securitization, a concentration with respect to such tenant Tenant or group of Affiliated tenants affiliated Tenants within all of the mortgage loans included or expected to be included in the Securitization such that such tenant Tenant or group of Affiliated tenants affiliated Tenants would constitute a Significant Obligor. Borrower shall, at Lender’s expense, use commercially reasonable efforts to shall furnish to Lender, in connection with the preparation of the Disclosure Documents and on an ongoing basis, financial data and/or financial statements with respect to such tenants Tenants meeting (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) filings pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (e) If Lender reasonably determines in good faith that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties Property alone or the Properties Property and Related Properties collectively, are a Significant Obligor, then Borrower shall, at Lender’s expense, shall furnish to Lender, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) Exchange Act Filings are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (f) Any financial data or financial statements provided pursuant to this Section 9.1 shall be furnished at Lender’s expense to Lender within the following time periods: (i) with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from Lender; and (ii) with respect to ongoing information required under Section 9.1(d) and (e) above, (1) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (2) not later than seventy-five (75) days after the end of each Fiscal Year of Borrower. (g) If reasonably requested by Lender, Borrower shall, at Lender’s expense, shall provide Lender, promptly promptly, and in any event within three (3) Business Days following Lender’s reasonable request therefor, with any other or additional financial statements, or financial, statistical or operating information, as Lender shall reasonably determine to be required pursuant to Regulation S-K or Regulation S-X, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements identified by Lender and relating to a Securitization or as shall otherwise be reasonably requested by Lender or, in the case of a private securitization such statements or information as Lender shall reasonably determine to be necessary to be includedLender. (h) If requested by Lender, whether in connection with a Securitization or at any time thereafter during which the Loan and any Related Loans are included in a Securitization, Borrower shall provide Lender, promptly upon request, a list of tenants Tenants (including all affiliates of such tenantsTenants) that in the aggregate (1) occupy 10% or more (but less than 20%) of the total floor area of the improvements or represent 10% or more (but less than 20%) of aggregate base rent, and (2) occupy 20% or more of the total floor area of the improvements or represent 20% or more of aggregate base rent. (i) All financial statements provided by Borrower or Leasehold Pledgor pursuant to this Section 9.1(c), (d), (e) or (f) shall be prepared in accordance with the Uniform System of Accounts and reconciled in accordance with GAAP (or otherwise in accordance with an Acceptable Accounting Method) GAAP, and shall meet the applicable requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and other applicable Legal Requirements. All financial statements provided by Borrower pursuant to clause (c) or (d) relating to a Fiscal Year shall be audited by Independent Accountants in accordance with GAAPgenerally accepted auditing standards, Regulation S-X or Regulation S-K, as applicable, Regulation AB, and all other applicable Legal Requirements, shall be accompanied by the manually executed report of the Independent Accountants thereon, which report shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and all other applicable Legal Requirements, and shall be further accompanied by a manually executed written consent of the Independent Accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such Independent Accountants and the reference to such Independent Accountants as “experts” in any Disclosure Document and Exchange Act Filing (or comparable information is required to otherwise be available to holders of the Securities under Regulation AB or applicable Legal Requirements), all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial statements of the Borrower shall be certified by the chief financial officer of Borrower, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraph. (j) If reasonably requested by In connection with any Secondary Market Transaction, Lender shall have the right, and Borrower hereby authorizes Lender, Borrower shall review to disclose any and all information in Lender’s possession regarding the Properties, tenants, Borrower, Leasehold Pledgor, Owner, Operating Lessee and Guarantors which is contained any Guarantor, any Manager, the Property, the Collateral and/or the Loan in any Disclosure Document (Document, in any promotional or marketing materials that are prepared by or on behalf of Lender in connection with such Secondary Market Transaction or in connection with any oral or written presentation made by or on behalf of Lender, including without limitation, to any interim drafts thereof actual or potential investors and any amendments or supplements thereto) in order to confirm that to its knowledge, no such Disclosure Document contains any untrue statement of a material fact or omits any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, Rating Agencies and to the extent any such Disclosure Document contains any such material misstatements or omissions to correct any such material misstatements or omissions within five (5) Business Days following Borrower’s receipt thereof. Borrower shall not be liable hereunder for any material misstatement or omission contained in the Disclosure Document due to Lender’s failure to incorporate Borrower’s requested changes or modificationsother NRSROs. (k) For all purposes under this Agreement, if any Securities are offered pursuant to a “private” Securitization pursuant to an exemption under Rule 144A or Regulation D under the Securities Act, the provisions of Regulation AB, Regulation S-K, Regulation S-X and any other disclosure provisions of the Securities Act and/or Exchange Act, as applicable, shall be deemed to apply to such “private” Securitization as if such offering of Securities were being conducted pursuant to a registered public offering under the Securities Act.

Sale of Loan and Securitization. (a) Lender shall have the right, at Lender’s cost and without the consent of Borrower, any Guarantor or any Affiliate of Borrower or any Guarantor, right (i) to sell or otherwise transfer the Loan as a whole loan or sell or otherwise transfer any portion thereof as a whole loanor any interest therein, (ii) to sell participation interests in the Loan, Loan or (iii) to securitize the Loan or any portion thereof or any interest therein in a single asset securitization one or a pooled loan securitizationmore private or public securitizations. (The transactions referred to in clauses (i), (ii) and (iii) are each hereinafter referred to as a “Secondary Market Transaction” and the transactions transaction referred to in clause (iii) shall hereinafter be referred to as a “Securitization”. .” Any certificates, notes or other securities issued in connection with a Secondary Market Transaction Securitization are hereinafter referred to as “Securities.”). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. (b) If requested by Lender, Borrower and Leasehold Pledgor shall use commercially reasonable efforts to and shall cause Guarantors to use commercially reasonable efforts to assist Lender, at Lender’s expense, Lender in satisfying the market standards to which Lender customarily adheres or which may be required in the marketplace, by prospective investors, the Rating Agencies, applicable Agencies or by any Legal Requirements and/or otherwise in the marketplace in connection with any Secondary Market TransactionsTransactions (including any Exchange Act Filings or any report that is required to be made “available” to holders of the Securities under Regulation AB or applicable Legal Requirements), and shall in any event upon Lender’s requestincluding, at Lender’s expensewithout limitation, to: (i) (A) provide or cause Mortgage Borrower to provide updated financial and other customary information with respect to the PropertiesProperty, the Collateral, the business operated at the PropertiesProperty, OwnerMortgage Borrower, Borrower, Operating Lessee, Op Co Pledgor, Guarantor, any Affiliate of Mortgage Borrower, Leasehold Pledgor Borrower, Operating Lessee, Op Co Pledgor, Guarantor, and each Manager, Manager (including, without limitation, the information set forth on Exhibit A attached Schedule IX hereto), (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each tenantTenant) relating to the Properties, Property and (C) provide updated appraisals, market studies, environmental audits, reviews and reports (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of the Properties Property (the information required under clauses (A), (B) and (C) shall hereinafter be referred to collectively as the “Updated Information”), together, if customary, together with reasonably appropriate verification of the Updated Information through letters of auditors auditors, certificates of third party providers or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) cause counsel to provide legal opinions of counsel, which may be relied upon by Lender, trustee in any Securitization, underwriters, the NRSROs and their respective counsel, agents and representatives, as to bankruptcy non-consolidation, matters of Delaware fraudulent conveyance, and federal bankruptcy law relating to limited partners and/or limited liability companies, “true sale” or any other matters covered opinion customary in the opinions delivered to Lender at Closing Secondary Market Transactions or as required by the Rating Agencies with respect to the PropertiesProperty, the Loan DocumentsCollateral, OwnerMortgage Borrower, Borrower, Operating Lessee, Borrower Op Co Pledgor, Guarantor and Leasehold Pledgor and their respective Affiliatesany Affiliate of Mortgage Borrower, Borrower, Operating Lessee, Op Co Pledgor, or Guarantor, which counsel and opinions shall be reasonably satisfactory to Lender and satisfactory to the Rating Agencies; and, provided, that, any opinion in substantially the same form and from the same counsel as provided in connection with the closing of the Loan shall be deemed satisfactory to Lender; (iii) execute amendments provide, and cause to be provided, updated representations and warranties made in the Loan Documents and Borrower’s make, and Leasehold Pledgor’s organizational documents cause to be made, such additional representations and warranties as may be requested by Lender, in its reasonable discretion, or the Rating Agencies, in their sole discretion, and consistent with the facts covered by such representations and warranties as they exist on the date thereof; (iv) execute, and cause to be executed, such amendments, replacements or other modifications to Mortgage Borrower’s or Borrower’s Organizational Documents or the Loan Documents as may be reasonably requested by Lender or required by the Rating Agencies and reasonably necessary to effect the Secondary Market Transactions; provided, however, that Borrower shall not be required to amend, restate or otherwise modify or amend any Loan Document if such amendment, restatement or other modification or amendment would (A) change the calculation of the LIBOR Interest Rate or increase the initial weighted average interest rate as or change the amortization of principal set forth herein on or in the NoteNote (except that the weighted average interest rate or the amortization of principal may subsequently change due to involuntary prepayments, the effect of floating interest rates, or if an Event of Default shall occur) or (B) change the outstanding principal balance of the Loan, (C) require Borrower to make amend or remake otherwise modify any representations other material economic term or warranties, (D) require principal amortization other material term of the Loan Documents; (other than repayment in full on v) upon reasonable advance notice, attend management meetings, provide access to the Maturity Date)Property and conduct tours of the Property, (E) change any Stated Maturity Date or (F) otherwise increase the obligations or reduce subject to the rights of Borrower occupants thereof; and (vi) provide, and cause to be provided, certificates or other evidence of reliance reasonably satisfactory to Lender and the Rating Agencies with respect to any information or third party reports obtained in connection with the origination of the Loan or any Guarantor under the Loan Documents Updated Information from Borrower, Mortgage Borrower, Guarantor, any Affiliate of Borrower, Mortgage Borrower, or Guarantor, Manager and any accountants, appraisers, engineers, environmental assessment experts and other than to a de minimis extentexperts or third party providers of such information, reports or Updated Information. (c) If, at the time a one or more Disclosure Document is Documents are being prepared for or in connection with a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower (including any guarantor or other Person that is directly or indirectly committed by contract or otherwise to make payments on all or a part of the Loan) collectively, or the Properties Property alone or the Properties Property and Related Properties collectively, will be a Significant Obligor, Borrower shall, at Lender’s expense, shall furnish to Lender upon reasonable request the following financial information: (i) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all loans included or expected to be included in the Securitization, net operating income for the Properties Property and the Related Properties for the most recent Fiscal Year and interim period as required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of Regulation S-K and Item 1112(b)(1) of Regulation AB), or (ii) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed twenty percent (20%) of the aggregate principal amount of all loans included or expected to be included in the Securitization, the financial statements in respect of each Individual Owner and its respective Properties required under Item 1112(b)(2) of Regulation AB (which includes, but may not be limited to, a balance sheet with respect to the entity that Lender reasonably determines to be a Significant Obligor) Obligor for the two most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to the Properties Property for the three most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-02 of Regulation S-X.X (or if Lender determines that the Property is the Significant Obligor and the Property (other than properties that are hotels, nursing homes, or other properties that would be deemed to constitute a business and not real estate under Regulation S-X or other legal requirements) was acquired from an unaffiliated third party and the other conditions set forth in Rule 3-14 of Regulation S-X have been met, the financial statements required by Rule 3-14 of Regulation S-X)). (d) Further, if reasonably requested by Lender, Borrower shall, promptly at upon Lender’s expenserequest, furnish to Lender financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, for any tenant of any Individual the Property (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) if, in connection with a Securitization, Lender expects there to be, as of the cutoff cut-off date for such Securitization, a concentration with respect to such tenant or group of Affiliated tenants within all of the loans included or expected to be included in the Securitization such that such tenant or group of Affiliated tenants would constitute a Significant Obligor. Borrower shall, at Lender’s expense, use commercially reasonable efforts to shall furnish to Lender, if requested by Lender, and reasonably required in connection with the preparation of the Disclosure Documents and on an ongoing basisa Securitization as reasonably determined by Lender, financial data and/or or financial statements with respect to such tenants meeting (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (xi) filings pursuant to the Exchange Act Filings in connection with or relating to the Securitization (an “Exchange Act Filing”) are required to be made under applicable Legal Requirements or (yii) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (e) If Lender reasonably determines in good faith that Borrower alone or Borrower and one or more Affiliates of any Borrower collectively, or the Properties Property alone or the Properties Property and Related Properties collectively, are a Significant Obligor, then Borrower shall, at Lender’s expense, shall furnish to Lender, on an ongoing basisif requested by Lender, and reasonably required in connection with a Securitization as reasonably determined by Lender, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (xi) Exchange Act Filings are required to be made under applicable Legal Requirements or (yii) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (f) Any financial data or financial statements provided pursuant to this Section 9.1 shall be furnished at Lender’s expense to Lender within the following time periods: (i) with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from Lender; and (ii) with respect to ongoing information required under Section Sections 9.1(d) and (e) above, (1A) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (2B) not later than seventy-five eighty (7580) days after the end of each Fiscal Year of Borrower. (g) If reasonably requested by Lender, Borrower shall, at Lender’s expense, provide Lender, promptly following Lender’s reasonable request therefor, with any other or additional All financial statements, or financial, statistical or operating information, as Lender shall reasonably determine to be required pursuant to Regulation S-K or Regulation S-X, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements identified by Lender data and relating to a Securitization or as shall otherwise be reasonably requested by Lender or, in the case of a private securitization such statements or information as Lender shall reasonably determine to be necessary to be included. (h) If requested by Lender, whether in connection with a Securitization or at any time thereafter during which the Loan and any Related Loans are included in a Securitization, Borrower shall provide Lender, promptly upon request, a list of tenants (including all affiliates of such tenants) that in the aggregate (1) occupy 10% or more (but less than 20%) of the total floor area of the improvements or represent 10% or more (but less than 20%) of aggregate base rent, and (2) occupy 20% or more of the total floor area of the improvements or represent 20% or more of aggregate base rent. (i) All financial statements provided by Borrower or Leasehold Pledgor Mortgage Borrower hereunder pursuant to this Section Sections 9.1(c), (d), (e) or and (f) hereof shall be prepared in accordance with the Uniform System of Accounts and reconciled in accordance with GAAP (or otherwise in accordance with an Acceptable Accounting Method) GAAP, and shall meet the applicable requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and any and all other applicable Legal Requirements. All financial statements provided by Borrower pursuant to clause (c) or (d) relating to a Fiscal Year shall be audited by Independent Accountants independent accountants of Borrower acceptable to Lender in accordance with GAAPgenerally accepted auditing standards, Regulation S-X or Regulation S-K, as applicable, Regulation AB, and all other applicable Legal Requirements, shall be accompanied by the manually executed report of the Independent Accountants independent accountants thereon, which report shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and all other applicable Legal Requirements, and shall be further accompanied by a manually executed written consent of the Independent Accountantsindependent accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and Document, any Exchange Act Filing or any report that is required to be made “available” to holders of the Securities under Regulation AB or applicable Legal Requirements and to the use of the name of such Independent Accountants independent accountants and the reference to such Independent Accountants independent accountants as “experts” in any Disclosure Document and Document, any Exchange Act Filing (or comparable information any report that is required to otherwise be available made “available” to holders of the Securities under Regulation AB or applicable Legal Requirements), all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial data and financial statements of the (audited or unaudited) provided by Borrower or Mortgage Borrower shall be certified accompanied by the chief financial officer of Borrower, an Officer’s Certificate which certification shall state that such financial data and financial statements meet the requirements set forth in the first sentence of this paragraph. (jh) If In the event Lender reasonably determines, in connection with a Securitization, that financial statements and financial data required in order to comply with Regulation AB or any amendment, modification or replacement thereto or any other Legal Requirements are other than as provided herein, then notwithstanding the foregoing provisions of this Section 9.1, Lender may request, and Borrower shall promptly provide or cause to be provided, such other financial statements and financial data as Lender reasonably determines to be necessary or appropriate for such compliance. (i) Without limiting the generality of Section 9.1(h) above, if reasonably requested by Lender, Borrower shall review promptly provide or cause to be provided to Lender any financial statements or financial, statistical, operating or other information as Lender shall determine to be required pursuant to Regulation AB or any amendment, modification or replacement thereto or any other Legal Requirements in connection with any Disclosure Document, any Exchange Act Filing or any report that is required to be made “available” to holders of the Securities under Regulation AB or applicable Legal Requirements or as shall otherwise be reasonably requested by Lender. (j) Borrower agrees that Lender may disclose any information regarding the Properties, tenants, relating to Borrower, Leasehold Op Co Pledgor, OwnerMortgage Borrower, Operating Lessee and Guarantors which is contained in Lessee, their Affiliates, the Property, the Collateral, or any Disclosure Document aspect of the Loan (including information provided by or on behalf of Borrower or any interim drafts thereof of its Affiliates to Lender) to the parties requesting such information and, if applicable, the NRSROs in connection with any Secondary Market Transaction. Borrower also understands that the findings and conclusions of any amendments third-party due diligence report obtained by Lender or supplements thereto) in order to confirm that to its knowledgeother Securitization Indemnified Parties may be made publicly available if required, no such Disclosure Document contains any untrue statement of a material fact or omits any material fact necessary to make the statements made therein, and in the light manner prescribed, by Section 15E(s)(4)(A) of the circumstances under which they were madeExchange Act, not misleading, and to the extent any such Disclosure Document contains rules promulgated thereunder or any such material misstatements or omissions to correct any such material misstatements or omissions within five (5) Business Days following Borrower’s receipt thereof. Borrower shall not be liable hereunder for any material misstatement or omission contained in the Disclosure Document due to Lender’s failure to incorporate Borrower’s requested changes or modificationsother applicable Legal Requirements. (k) For Subject to Section 9.2 hereof, in connection with Lender’s efforts to effect any Secondary Market Transaction, all purposes under this Agreement, if costs and expenses incurred by Borrower and Guarantor (and any Securities are offered of their Affiliates) in connection with a Secondary Market Transaction pursuant to a “private” Securitization pursuant to an exemption under Rule 144A or Regulation D under the Securities Actthis Section 9.1 (including, without limitation, the provisions of Regulation AB, Regulation S-K, Regulation S-X fees and any other disclosure provisions expenses of the Securities Act and/or Exchange ActRating Agencies) shall be borne by Borrower (and for the avoidance of doubt, as applicableLender shall be responsible for all of Lender’s fees and expenses in connection with any Secondary Market Transaction). (l) Within a reasonable period of time after the closing of the Secondary Market Transaction, following Borrower’s written request, Lender shall endeavor to notify Borrower and Operating Lessee of the location of the corporate trust office of the Trustee and location of the servicing offices of the Servicer, which locations shall be deemed to apply to such the locations for purposes of the definition of “privateBusiness Day” Securitization as if such offering provided for in Section 1.1 of Securities were being conducted pursuant to a registered public offering under the Securities Actthis Agreement.

Sale of Loan and Securitization. (a) Lender shall have the right, at Lender’s cost and without the consent of Borrower, any Guarantor or any Affiliate of Borrower or any Guarantor, (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan, or (iii) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization. The transactions referred to in clauses (i), (ii) and (iii) are each hereinafter referred to as a “Secondary Market Transaction” and the transactions referred to in clause (iii) shall hereinafter be referred to as a “Securitization”. Any certificates, notes or other securities issued in connection with a Secondary Market Transaction are hereinafter referred to as “Securities”). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. (b) If requested by Lender, Borrower and Leasehold Pledgor shall use commercially reasonable efforts to and shall cause Guarantors to use commercially reasonable efforts to assist Lender, at Lender’s expense, in satisfying the market standards to which Lender customarily adheres or which may be required by prospective investors, the Rating Agencies, applicable Legal Requirements and/or otherwise in the marketplace in connection with any Secondary Market Transactions, and shall in any event upon Lender’s request, at Lender’s expense: (i) (A) provide updated financial and other customary information with respect to the Properties, the business operated at the Properties, Owner, Operating Lessee, Borrower, Leasehold Pledgor Borrower and each Manager, including, without limitation, the information set forth on Exhibit A attached hereto, (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each tenant) relating to the Properties, and (C) provide updated appraisals, market studies, property condition reports and other due diligence investigations of the Properties (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) cause counsel to provide legal opinions of counsel, which may be relied upon by Lender, trustee in any Securitization, underwriters, NRSROs and their respective counsel, agents and representatives, as to non-consolidation, matters of Delaware and federal bankruptcy law relating to limited partners and/or limited liability companies, any other matters covered in the opinions delivered to Lender at Closing or as required by the Rating Agencies with respect to the Properties, the Loan Documents, Owner, Operating Lessee, Owner and Borrower and Leasehold Pledgor and their respective its Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and satisfactory to the Rating Agencies; and (iii) execute amendments to the Loan Documents and Borrower’s and Leasehold Pledgor’s organizational documents requested by Lender; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate as set forth herein on in the Note, (B) change the outstanding principal balance of the Loan, (C) require Borrower to make or remake any representations or warranties, (D) require principal amortization of the Loan (other than repayment in full on the Maturity Date), (E) change any Stated Maturity Date or (F) otherwise increase the obligations or reduce the rights of Borrower or any Guarantor under the Loan Documents other than to a de minimis extentDocuments. (c) If, at the time a Disclosure Document is being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower (including any guarantor or other Person that is directly or indirectly committed by contract or otherwise to make payments on all or a part of the Loan) collectively, or the Properties alone or the Properties and Related Properties collectively, will be a Significant Obligor, Borrower shall, at Lender’s expense, furnish to Lender upon reasonable request the following financial information: (i) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all loans included or expected to be included in the Securitization, net operating income for the Properties and the Related Properties for the most recent Fiscal Year and interim period as required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of Regulation S-K and Item 1112(b)(1) of Regulation AB), or (ii) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed twenty percent (20%) of the aggregate principal amount of all loans included or expected to be included in the Securitization, the financial statements in respect of each Individual Owner and its respective Properties required under Item 1112(b)(2) of Regulation AB (which includes, but may not be limited to, a balance sheet with respect to the entity that Lender reasonably determines to be a Significant Obligor) for the two most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to the Properties for the three most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-02 of Regulation S-X. (d) Further, if reasonably requested by Lender, Borrower shall, promptly at Lender’s expense, furnish to Lender financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, for any tenant of any Individual Property (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) if, in connection with a Securitization, Lender expects there to be, as of the cutoff date for such Securitization, a concentration with respect to such tenant or group of Affiliated tenants within all of the loans included or expected to be included in the Securitization such that such tenant or group of Affiliated tenants would constitute a Significant Obligor. Borrower shall, at Lender’s expense, use commercially reasonable efforts to furnish to Lender, in connection with the preparation of the Disclosure Documents and on an ongoing basis, financial data and/or financial statements with respect to such tenants meeting (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) filings pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (e) If Lender reasonably determines in good faith that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties alone or the Properties and Related Properties collectively, are a Significant Obligor, then Borrower shall, at Lender’s expense, furnish to Lender, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) Exchange Act Filings are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (f) Any financial data or financial statements provided pursuant to this Section 9.1 shall be furnished at Lender’s expense to Lender within the following time periods: (i) with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from Lender; and (ii) with respect to ongoing information required under Section 9.1(d) and (e) above, (1) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (2) not later than seventy-five (75) days after the end of each Fiscal Year of Borrower. (g) If reasonably requested by Lender, Borrower shall, at Lender’s expense, provide Lender, promptly following Lender’s reasonable request therefor, with any other or additional financial statements, or financial, statistical or operating information, as Lender shall reasonably determine to be required pursuant to Regulation S-K or Regulation S-X, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements identified by Lender and relating to a Securitization or as shall otherwise be reasonably requested by Lender or, in the case of a private securitization such statements or information as Lender shall reasonably determine to be necessary to be included. (h) If requested by Lender, whether in connection with a Securitization or at any time thereafter during which the Loan and any Related Loans are included in a Securitization, Borrower shall provide Lender, promptly upon request, a list of tenants (including all affiliates of such tenants) that in the aggregate (1) occupy 10% or more (but less than 20%) of the total floor area of the improvements or represent 10% or more (but less than 20%) of aggregate base rent, and (2) occupy 20% or more of the total floor area of the improvements or represent 20% or more of aggregate base rent. (i) All financial statements provided by Borrower or Leasehold Pledgor pursuant to this Section 9.1(c), (d), (e) or (f) shall be prepared in accordance with the Uniform System of Accounts and reconciled in accordance with GAAP (or otherwise in accordance with an Acceptable Accounting Method) GAAP, and shall meet the applicable requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and other applicable Legal Requirements. All financial statements provided by Borrower pursuant to clause (c) or (d) relating to a Fiscal Year shall be audited by Independent Accountants in accordance with GAAP, Regulation S-X or Regulation S-K, as applicable, Regulation AB, and all other applicable Legal Requirements, shall be accompanied by the manually executed report of the Independent Accountants thereon, which report shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and all other applicable Legal Requirements, and shall be further accompanied by a manually executed written consent of the Independent Accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such Independent Accountants and the reference to such Independent Accountants as “experts” in any Disclosure Document and Exchange Act Filing (or comparable information is required to otherwise be available to holders of the Securities under Regulation AB or applicable Legal Requirements), all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial statements of the Borrower shall be certified by the chief financial officer of Borrower, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraph. (j) If reasonably requested by Lender, Borrower shall review any information regarding the Properties, tenants, Borrower, Leasehold Pledgor, Owner, Operating Lessee and Guarantors which is contained in any Disclosure Document (including any interim drafts thereof and any amendments or supplements thereto) in order to confirm that to its knowledge, no such Disclosure Document contains any untrue statement of a material fact or omits any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and to the extent any such Disclosure Document contains any such material misstatements or omissions to correct any such material misstatements or omissions within five (5) Business Days following Borrower’s receipt thereof. Borrower shall not be liable hereunder for any material misstatement or omission contained in the Disclosure Document due to Lender’s failure to incorporate Borrower’s requested changes or modifications. (k) For all purposes under this Agreement, if any Securities are offered pursuant to a “private” Securitization pursuant to an exemption under Rule 144A or Regulation D under the Securities Act, the provisions of Regulation AB, Regulation S-K, Regulation S-X and any other disclosure provisions of the Securities Act and/or Exchange Act, as applicable, shall be deemed to apply to such “private” Securitization as if such offering of Securities were being conducted pursuant to a registered public offering under the Securities Act.

Sale of Loan and Securitization. (a) Lender shall have the right, at Lender’s cost and without the consent of Borrower, any Guarantor or any Affiliate of Borrower or any Guarantor, right (i) to sell sell, assign, pledge or otherwise transfer the Loan or any portion thereof as a whole loanor interest therein to any Person, (ii) to sell participation interests in the LoanLoan to any Person, or (iii) to securitize the Loan or any portion thereof or interest therein in a one or more private or public single asset securitization or a pooled loan securitizationsecuritizations. (The transactions referred to in clauses (i), (ii) and (iii) are each hereinafter referred to as a “Secondary Market Transaction” and the transactions referred to in clause (iii) shall hereinafter be referred to as a “Securitization”. Any certificates, notes or other securities issued in connection with a Secondary Market Transaction Securitization are hereinafter referred to as “Securities”). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. (b) If requested by Lender, Borrower and Leasehold Pledgor shall use commercially reasonable efforts to and shall cause Guarantors to use commercially reasonable efforts to assist Lender, at Lender’s expense, Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by prospective investors, the Rating Agencies, Agencies or applicable Legal Requirements and/or otherwise in the marketplace in connection with any Secondary Market Transactions, and shall in any event upon Lender’s request, at Lender’s expenseincluding to: (i) (A) provide updated financial and other customary information with respect to the PropertiesProperty, the business operated at the Properties, Owner, Operating LesseeProperty, Borrower, Leasehold Pledgor Guarantor, any Affiliate of Borrower or Guarantor, Property Manager and each Intermediate Manager, including, without limitation, the information set forth on Exhibit A Schedule VI attached hereto, (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each tenantTenant) relating to the PropertiesProperty, and (C) provide updated appraisals, market studies, environmental reviews (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of the Properties Property (the information referred to in clauses (A), (B) and (C) shall hereinafter be referred to collectively as “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors auditors, certificates of third party service providers or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) cause counsel to provide legal opinions of counsel, which may be relied upon by LenderLender and the NRSROs, trustee in any Securitization, underwriters, NRSROs and their respective counsel, agents and representatives, as to bankruptcy non-consolidation, matters of Delaware fraudulent conveyance and federal bankruptcy law relating to limited partners and/or limited liability companiestrue sale, or any other matters covered opinion customary in the opinions delivered to Lender at Closing Secondary Market Transactions or as required by the Rating Agencies with respect to the PropertiesProperty, the Loan DocumentsBorrower, Owner, Operating Lessee, Guarantor and any Affiliate of Borrower and Leasehold Pledgor and their respective Affiliatesor Guarantor, which counsel and opinions shall be reasonably satisfactory to Lender and satisfactory to the Rating Agencies; andAgencies in their sole discretion; (iii) provide updated (as of the closing date of any Secondary Market Transaction) representations and warranties made in the Loan Documents and such additional representations and warranties as Lender may reasonably require as a result of industry standard and commercially reasonable requirements of investors in Secondary Market Transactions, or the Rating Agencies may require; (iv) subject to Section 9.3, execute modifications and amendments to the Loan Documents and Borrower’s and Leasehold Pledgor’s organizational documents requested by Lenderas Lender may reasonably require or the Rating Agencies may require, including, without limitation, the addition of one or more Independent Directors pursuant to the terms and provisions of Schedule III attached hereto; (v) provide access to, and conduct tours of, the Property; provided, however, that Borrower shall not be required and (vi) provide certifications or other evidence of reliance acceptable to modify or amend any Loan Document if such modification or amendment would (A) change Lender and the interest rate as set forth herein on Rating Agencies with respect to third party reports and other information obtained in connection with the Note, (B) change the outstanding principal balance of the Loan, (C) require Borrower to make or remake any representations or warranties, (D) require principal amortization origination of the Loan or any Updated Information. (other than repayment in full c) Borrower agrees that (i) Lender may disclose any information relating to Property, the business operated at the Property, Borrower, Guarantor, any Affiliate of Borrower or Guarantor, Property Manager, Intermediate Manager, the Loan (including information provided by or on the Maturity Date), (E) change any Stated Maturity Date or (F) otherwise increase the obligations or reduce the rights behalf of Borrower or any Guarantor under of its Affiliates to Lender) to any Person (including, but not limited to, investors or prospective investors in the Loan Documents Securities, the NRSROs, investment banking firms, accounting firms, law firms and other than third-party advisory and service providers relating to a de minimis extentSecuritization) actually or potentially involved in or related to any Secondary Market Transaction or any other Person reasonably requesting such information in connection with a Secondary Market Transaction and (ii) the findings and conclusions of any third-party due diligence report obtained by Lender or other Indemnified Persons may be made publicly available if required, and in the manner prescribed, by applicable Legal Requirements. (cd) If, at the time a Disclosure Document is being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower (including any guarantor or other Person that is directly or indirectly committed by contract or otherwise to make payments on all or a part of the Loan) collectively, or the Properties Property alone or the Properties Property and Related Properties collectively, will be a Significant Obligor, Borrower shall, at Lender’s expense, shall furnish to Lender Lender, upon reasonable request the following financial information: (i) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, net operating income for the Properties Property and the Related Properties for the most recent Fiscal Year fiscal year and interim period as required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of Regulation S-K and Item 1112(b)(1) of Regulation AB), or (ii) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, the financial statements in respect of each Individual Owner and its respective Properties required under Item 1112(b)(2) of Regulation AB (which includes, but may not be limited to, a balance sheet with respect to the entity that Lender reasonably determines to be a Significant Obligor) Obligor for the two most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to the Properties Property for the three most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-02 of Regulation S-X.X (or if Lender determines that the Property is the Significant Obligor and the Property (other than properties that are hotels, nursing homes, or other properties that would be deemed to constitute a business and not real estate under Regulation S-X or other Legal Requirements) was acquired from an unaffiliated third party and the other conditions set forth in Rule 3-14 of Regulation S-X have been met, the financial statements required by Rule 3-14 of Regulation S-X)). (de) Further, if reasonably requested by Lender, Borrower shall, promptly at upon Lender’s expenserequest, furnish to Lender financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, for any tenant of any Individual Property (if available and not subject to requirements of confidentiality under the terms Tenant of the applicable Lease) Property if, in connection with a Securitization, Lender expects there to be, as of the cutoff date for such Securitization, a concentration with respect to such tenant Tenant or group of Affiliated tenants Tenants within all of the mortgage loans included or expected to be included in the Securitization such that such tenant Tenant or group of Affiliated tenants Tenants would constitute a Significant Obligor. Borrower shall, at Lender’s expense, use commercially reasonable efforts to shall furnish to Lender, in connection with the preparation of the Disclosure Documents and on an ongoing basis, financial data and/or financial statements with respect to such tenants Tenants meeting (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (xi) filings pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) Filings are required to be made under applicable Legal Requirements or (yii) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (ef) If Lender reasonably determines in good faith that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties Property alone or the Properties Property and Related Properties collectively, are a Significant Obligor, then Borrower shall, at Lender’s expense, shall furnish to Lender, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (xi) Exchange Act Filings are required to be made under applicable Legal Requirements or (yii) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (fg) Any financial data or financial statements provided pursuant to this Section 9.1 shall be furnished at Lender’s expense to Lender within the following time periods: (i) with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from Lender; and (ii) with respect to ongoing information required under Section 9.1(d9.1(e) and (ef) above, (1) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (2) not later than seventy-five (75) days after the end of each Fiscal Year of Borrower. (gh) If reasonably requested by Lender, Borrower shall, at Lender’s expense, shall provide Lender, promptly promptly, and in any event within three (3) Business Days following Lender’s reasonable request therefor, with any other or additional financial statements, or financial, statistical or operating information, as Lender shall reasonably determine to be required pursuant to Regulation S-K or Regulation S-X, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements identified by Lender and relating to a Securitization or as shall otherwise be reasonably requested by Lender or, in the case of a private securitization such statements or information as Lender shall reasonably determine to be necessary to be includedLender. (hi) If requested by Lender, whether in connection with a Securitization or at any time thereafter during which the Loan and any Related Loans are included in a Securitization, Borrower shall provide Lender, promptly upon request, a list of tenants Tenants (including all affiliates of such tenantsTenants) that in the aggregate (1) occupy ten percent (10% %) or more (but less than twenty percent (20%)) of the total floor area of the improvements or represent ten percent (10% %) or more (but less than twenty percent (20%)) of aggregate base rent, and (2) occupy twenty percent (20% %) or more of the total floor area of the improvements or represent twenty percent (20% %) or more of aggregate base rent. (ij) All financial statements provided by Borrower or Leasehold Pledgor pursuant to this Section 9.1(c), (d9.1(d), (e), (f) or (fg) shall be prepared in accordance with the Uniform System of Accounts and reconciled in accordance with GAAP (or otherwise in accordance with an Acceptable Accounting Method) GAAP, and shall meet the applicable requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and other applicable Legal Requirements. All financial statements provided by Borrower pursuant to clause (c) or (d) relating to a Fiscal Year shall shall, if necessary in order to satisfy the requirements of such regulations, be audited by Independent Accountants independent accountants of Borrower acceptable to Lender in accordance with GAAPgenerally accepted auditing standards, Regulation S-X or Regulation S-K, as applicable, Regulation AB, and all other applicable Legal Requirements, shall be accompanied by the manually executed report of the Independent Accountants independent accountants thereon, which report shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and all other applicable Legal Requirements, and shall be further accompanied by a manually executed written consent of the Independent Accountantsindependent accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such Independent Accountants independent accountants and the reference to such Independent Accountants independent accountants as “experts” in any Disclosure Document and Exchange Act Filing (or comparable information is required to otherwise be available to holders of the Securities under Regulation AB or applicable Legal Requirements), all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial statements of the Borrower shall be certified by the chief financial officer of Borrower, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraph. (j) If reasonably requested by Lender, Borrower shall review any information regarding the Properties, tenants, Borrower, Leasehold Pledgor, Owner, Operating Lessee and Guarantors which is contained in any Disclosure Document (including any interim drafts thereof and any amendments or supplements thereto) in order to confirm that to its knowledge, no such Disclosure Document contains any untrue statement of a material fact or omits any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and to the extent any such Disclosure Document contains any such material misstatements or omissions to correct any such material misstatements or omissions within five (5) Business Days following Borrower’s receipt thereof. Borrower shall not be liable hereunder for any material misstatement or omission contained in the Disclosure Document due to Lender’s failure to incorporate Borrower’s requested changes or modifications. (k) For all purposes under this Agreement, if any Securities are offered pursuant to a “private” Securitization pursuant to an exemption under Rule 144A or Regulation D under the Securities Act, the provisions of Regulation AB, Regulation S-K, Regulation S-X and any other disclosure provisions of the Securities Act and/or Exchange Act, as applicable, shall be deemed to apply to such “private” Securitization as if such offering of Securities were being conducted pursuant to a registered public offering under the Securities Act.

Sale of Loan and Securitization. Subject to Section 9.4 hereof: (a) Lender shall have the right, at Lender’s cost and without the consent of Borrower, any Guarantor or any Affiliate of Borrower or any Guarantor, right (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan, or (iii) to securitize the Loan or any portion thereof in a single asset securitization or a in one or more pooled loan securitizationsecuritizations. (The transactions referred to in clauses (i), (ii) and (iii) are each hereinafter referred to as a “Secondary Market Transaction” and the transactions referred to in clause (iii) shall hereinafter be referred to as a “Securitization”. Any certificates, notes or other securities issued in connection with a Secondary Market Transaction are hereinafter referred to as “Securities”). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. (b) If requested by Lender, Borrower shall reasonably cooperate with and Leasehold Pledgor shall use commercially reasonable efforts to and shall cause Guarantors to use commercially reasonable efforts to assist Lender, at Lender’s expense, Lender in satisfying the market standards to which Lender customarily adheres or which may be required in the marketplace, by prospective investors, the Rating Agencies, applicable Legal Requirements and/or otherwise in the marketplace in connection with any Secondary Market Transactions, and shall in any event upon Lender’s request, at Lender’s expenseincluding to: (i) (A) provide updated financial and other customary information with respect to the PropertiesProperty and the Collateral, the business operated at the Properties, Owner, Operating LesseeProperty, Borrower, Leasehold Pledgor Mortgage Borrower, Guarantor(s) and each the Manager, including, without limitation, the information set forth on Exhibit A B attached hereto, (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each tenantTenant) relating to the PropertiesProperty, and (C) provide updated appraisals, market studies, environmental reviews and reports (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of the Properties Property (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel reasonably acceptable to Lender and the Rating Agencies; (ii) cause counsel to provide legal opinions of counsel, which may be relied upon by Lender, trustee in any Securitization, underwriters, NRSROs and their respective counsel, agents and representatives, as to non-consolidation, matters of Delaware fraudulent conveyance and federal bankruptcy law relating to limited partners and/or limited liability companies, true sale or any other matters covered opinion customary in the opinions delivered to Lender at Closing Secondary Market Transactions or as required by the Rating Agencies with respect to the PropertiesProperty, the Collateral, the Loan Documents, OwnerBorrower, Operating Lessee, Mortgage Borrower and Leasehold Pledgor and their respective Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and satisfactory to the Rating Agencies; (iii) provide updated, as of the closing date of any Secondary Market Transaction, representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may require; and (iiiiv) execute amendments to the Loan Documents and Borrower’s and Leasehold Pledgor’s organizational documents requested by Lender; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change review any Disclosure Document or any interim draft thereof furnished by Lender to Borrower with respect to information contained therein that was furnished to Lender by or on behalf of Borrower in connection with the interest rate as set forth herein on preparation of such Disclosure Document or in connection with the Note, (B) change the outstanding principal balance underwriting or closing of the Loan, including financial statements of Borrower and Guarantor, operating statements and rent rolls with respect to the Property, and (CB) require Borrower within three (3) Business Days following Borrower’s receipt thereof, provide to Lender in writing any revisions to such Disclosure Document or interim draft thereof necessary or advisable to insure that such reviewed information does not contain any untrue statement of a material fact or omit to state any material fact necessary to make or remake any representations or warranties, (D) require principal amortization of the Loan (other than repayment in full on the Maturity Date), (E) change any Stated Maturity Date or (F) otherwise increase the obligations or reduce the rights of Borrower or any Guarantor under the Loan Documents other than to a de minimis extentstatements contained therein not misleading. (c) If, at the time a Disclosure Document is being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower (including any guarantor or other Person that is directly or indirectly committed by contract or otherwise to make payments on all or a part of the Loan) collectively, or the Properties Property alone or the Properties Property and Related Properties collectively, will be a Significant Obligor, Borrower shall, at Lender’s expense, shall furnish to Lender upon reasonable request the following financial information: (i) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, net operating income for the Properties Property and the Related Properties for the most recent Fiscal Year and interim period as required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of Regulation S-K and Item 1112(b)(1) of Regulation AB), or (ii) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, the financial statements in respect of each Individual Owner and its respective Properties required under Item 1112(b)(2) of Regulation AB (which includes, but may not be limited to, a balance sheet with respect to the entity that Lender reasonably determines to be a Significant Obligor) Obligor for the two most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to the Properties Property for the three most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-02 of Regulation S-X.X (or if Lender determines that the Property is the Significant Obligor and the Property (other than properties that are hotels, nursing homes, or other properties that would be deemed to constitute a business and not real estate under Regulation S-X or other legal requirements) was acquired from an unaffiliated third party and the other conditions set forth in Rule 3-14 of Regulation S-X have been met, the financial statements required by Rule 3-14 of Regulation S-X)). (d) Further[intentionally omitted]. (e) If Lender reasonably determines that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, if reasonably requested by or the Property alone or the Property and Related Properties collectively, are a Significant Obligor, then Borrower shall furnish to Lender, Borrower shallon an ongoing basis, promptly at Lender’s expense, furnish to Lender selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, for any tenant of any Individual Property (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) if, in connection with a Securitization, Lender expects there to be, as of the cutoff date for such Securitization, a concentration with respect to such tenant or group of Affiliated tenants within all of the loans included or expected to be included in the Securitization such that such tenant or group of Affiliated tenants would constitute a Significant Obligor. Borrower shall, at Lender’s expense, use commercially reasonable efforts to furnish to Lender, in connection with the preparation of the Disclosure Documents and on an ongoing basis, financial data and/or financial statements with respect to such tenants meeting (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) filings pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (e) If Lender reasonably determines in good faith that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties alone or the Properties and Related Properties collectively, are a Significant Obligor, then Borrower shall, at Lender’s expense, furnish to Lender, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) Exchange Act Filings are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (f) Any financial data or financial statements provided pursuant to this Section 9.1 shall be furnished at Lender’s expense to Lender within the following time periods: (i) with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from Lender; and (ii) with respect to ongoing information required under Section 9.1(d) and (e) above, (1) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (2) not later than seventy-five (75) days after the end of each Fiscal Year of Borrower. (g) If reasonably requested by Lender, Borrower shall, at Lender’s expense, shall provide Lender, promptly promptly, and in any event within three (3) Business Days following Lender’s reasonable request therefor, with any other or additional financial statements, or financial, statistical or operating information, as Lender shall reasonably determine to be required pursuant to Regulation S-K or Regulation S-X, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements identified by Lender and relating to a Securitization or as shall otherwise be reasonably requested by Lender or, in the case of a private securitization such statements or information as Lender shall reasonably determine to be necessary to be includedLender. (h) If requested by Lender, whether in connection with a Securitization or at any time thereafter during which the Loan and any Related Loans are included in a Securitization, but not more than three times within any twelve (12)-month period, Borrower shall provide provide, within five (5) days after Lender, promptly upon ’s request, a list of tenants Tenants (including all affiliates of such tenantsTenants) that in the aggregate (1) occupy 10% or more (but less than 20%) of the total floor area of the improvements or represent 10% or more (but less than 20%) of aggregate base rent, and (2) occupy 20% or more of the total floor area of the improvements or represent 20% or more of aggregate base rent. (i) All financial statements provided by Borrower or Leasehold Pledgor pursuant to this Section 9.1(c), (d), (e) or (f) shall be prepared in accordance with the Uniform System of Accounts and reconciled in accordance with GAAP (or otherwise in accordance with an Acceptable Accounting Method) , and shall meet the applicable requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and other applicable Legal Requirements. All financial statements provided by Borrower pursuant to clause (c) or (d) relating to a Fiscal Year shall be audited by Independent Accountants in accordance with GAAPgenerally accepted auditing standards, Regulation S-X or Regulation S-K, as applicable, Regulation AB, and all other applicable Legal Requirements, shall be accompanied by the manually executed report of the Independent Accountants thereon, which report shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and all other applicable Legal Requirements, and shall be further accompanied by a manually executed written consent of the Independent Accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such Independent Accountants and the reference to such Independent Accountants as “experts” in any Disclosure Document and Exchange Act Filing (or comparable information is required to otherwise be available to holders of the Securities under Regulation AB or applicable Legal Requirements), all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial statements of the Borrower shall be certified by the chief financial officer or other authorized representative (whose function is similar to that of a chief financial officer) of Borrower, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraph. (j) If reasonably requested by In connection with any Secondary Market Transaction, Lender shall have the right, and Borrower hereby authorizes Lender, Borrower shall review to disclose any and all information in Lender’s possession regarding the Properties, tenants, Borrower, Leasehold PledgorMortgage Borrower, OwnerGuarantor, Operating Lessee and Guarantors which is contained any Manager, the Property, the Collateral and/or the Loan in any Disclosure Document (Document, in any promotional or marketing materials that are prepared by or on behalf of Lender in connection with such Secondary Market Transaction or in connection with any oral or written presentation made by or on behalf of Lender, including without limitation, to any interim drafts thereof actual or potential investors and any amendments or supplements thereto) in order to confirm that to its knowledge, no such Disclosure Document contains any untrue statement of a material fact or omits any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, Rating Agencies and to the extent any such Disclosure Document contains any such material misstatements or omissions to correct any such material misstatements or omissions within five (5) Business Days following Borrower’s receipt thereof. Borrower shall not be liable hereunder for any material misstatement or omission contained in the Disclosure Document due to Lender’s failure to incorporate Borrower’s requested changes or modificationsother NRSROs. (k) For all purposes under this Agreement, Lender shall provide Borrower with prior written notice if any Securities are offered pursuant to a “private” Securitization pursuant to an exemption under Rule 144A or Regulation D under the Securities Act, the provisions of Regulation AB, Regulation S-K, Regulation S-X and any other disclosure provisions of the Securities Act and/or Exchange Act, as applicable, shall be deemed to apply to such “private” Securitization as if such offering of Securities were being conducted or Regulation AB is applicable pursuant to a registered public offering under Securitization. (l) If, pursuant to Securitization of the Securities ActMortgage Loan, Mortgage Borrower is obligated to furnish financial information pursuant to Section 9.1(c) of the Mortgage Loan Agreement, Borrower shall furnish such information to Agent simultaneously with delivery of such information to Mortgage Borrower, whether or not the Loan is subject to a Securitization.

Sale of Loan and Securitization. (a) Lender shall have the right, at Lender’s cost and without the consent of Borrower, any Guarantor or any Affiliate of Borrower or any Guarantor, (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan, or (iii) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization. The transactions referred to in clauses (i), (ii) and (iii) are each hereinafter referred to as a “Secondary Market Transaction” and the transactions referred to in clause (iii) shall hereinafter be referred to as a “Securitization”. Any certificates, notes or other securities issued in connection with a Secondary Market Transaction are hereinafter referred to as “Securities”). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. Lender agrees to reasonably consult with Borrower with respect to the structure of any Securitization that includes the Loan. (b) If requested by Lender, Borrower and Leasehold Pledgor shall use commercially reasonable efforts to and shall cause Guarantors to use commercially reasonable efforts to assist Lender, at Lender’s expense, in satisfying the market standards to which Lender customarily adheres or which may be required by prospective investors, the Rating Agencies, applicable Legal Requirements and/or otherwise in the marketplace in connection with any Secondary Market Transactions, and shall in any event upon Lender’s request, at Lender’s expense: (i) (A) provide updated financial and other customary information with respect to the Properties, the business operated at the Properties, the Collateral, the Mezzanine A Collateral, Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner, Operating Lessee, Borrower, Leasehold Pledgor and each Manager, including, without limitation, the information set forth on Exhibit A attached hereto, (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each tenant) relating to the Properties, and (C) provide updated appraisals, market studies, property condition reports and other due diligence investigations of the Properties (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) cause counsel to provide legal opinions of counsel, which may be relied upon by Lender, trustee in any Securitization, underwriters, NRSROs and their respective counsel, agents and representatives, as to non-consolidation, matters of Delaware and federal bankruptcy law relating to limited partners and/or limited liability companies, any other matters covered in the opinions delivered to Lender at Closing or as required by the Rating Agencies with respect to the Properties, the Collateral, the Mezzanine A Collateral, the Loan Documents, Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner, Operating Lessee, Borrower and Leasehold Pledgor and their respective Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and satisfactory to the Rating Agencies; and (iii) execute amendments to the Loan Documents and Borrower’s and Leasehold Pledgor’s organizational documents requested by Lender; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate as set forth herein on in the Note, (B) change the outstanding principal balance of the Loan, (C) require Borrower to make or remake any representations or warranties, (D) require principal amortization of the Loan (other than repayment in full on the Maturity Date), (E) change any Stated Maturity Date or (F) otherwise increase the obligations or reduce the rights of Borrower or any Guarantor under the Loan Documents other than to a de minimis extent. (c) If, at the time a Disclosure Document is being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower (including any guarantor or other Person that is directly or indirectly committed by contract or otherwise to make payments on all or a part of the Loan) collectively, or the Properties alone or the Properties and Related Properties collectively, will be a Significant Obligor, Borrower shall, at Lender’s expense, furnish to Lender upon reasonable request the following financial information: (i) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all loans included or expected to be included in the Securitization, net operating income for the Properties and the Related Properties for the most recent Fiscal Year and interim period as required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of Regulation S-K and Item 1112(b)(1) of Regulation AB), oror -158- Mezzanine B Loan Agreement (ii) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed twenty percent (20%) of the aggregate principal amount of all loans included or expected to be included in the Securitization, the financial statements in respect of each Individual Owner and its respective Properties required under Item 1112(b)(2) of Regulation AB (which includes, but may not be limited to, a balance sheet with respect to the entity that Lender reasonably determines to be a Significant Obligor) for the two most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to the Properties for the three most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-02 of Regulation S-X. (d) Further, if reasonably requested by Lender, Borrower shall, promptly at Lender’s expense, furnish to Lender financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, for any tenant of any Individual Property (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) if, in connection with a Securitization, Lender expects there to be, as of the cutoff date for such Securitization, a concentration with respect to such tenant or group of Affiliated tenants within all of the loans included or expected to be included in the Securitization such that such tenant or group of Affiliated tenants would constitute a Significant Obligor. Borrower shall, at Lender’s expense, use commercially reasonable efforts to furnish to Lender, in connection with the preparation of the Disclosure Documents and on an ongoing basis, financial data and/or financial statements with respect to such tenants meeting (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) filings pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (e) If Lender reasonably determines in good faith that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, collectively or the Properties alone or the Properties and Related Properties collectively, are a Significant Obligor, then Borrower shall, at Lender’s expense, furnish to Lender, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) Exchange Act Filings are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (f) Any financial data or financial statements provided pursuant to this Section 9.1 shall be furnished at Lender’s expense to Lender within the following time periods: (i) with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from Lender; and (ii) with respect to ongoing information required under Section 9.1(d) and (e) above, (1) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (2) not later than seventy-five (75) days after the end of each Fiscal Year of Borrower. (g) If reasonably requested by Lender, Borrower shall, at Lender’s expense, provide Lender, promptly following Lender’s reasonable request therefor, with any other or additional financial statements, or financial, statistical or operating information, as Lender shall reasonably determine to be required pursuant to Regulation S-K or Regulation S-X, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements identified by Lender and relating to a Securitization or as shall otherwise be reasonably requested by Lender or, in the case of a private securitization such statements or information as Lender shall reasonably determine to be necessary to be included. (h) If requested by Lender, whether in connection with a Securitization or at any time thereafter during which the Loan and any Related Loans are included in a Securitization, Borrower shall provide Lender, promptly upon request, a list of tenants (including all affiliates of such tenants) that in the aggregate (1) occupy 10% or more (but less than 20%) of the total floor area of the improvements or represent 10% or more (but less than 20%) of aggregate base rent, and (2) occupy 20% or more of the total floor area of the improvements or represent 20% or more of aggregate base rent. (i) All financial statements provided by Borrower or Leasehold Pledgor pursuant to this Section 9.1(c), (d), (e) or (f) shall be prepared in accordance with the Uniform System of Accounts and reconciled in accordance with GAAP (or otherwise in accordance with an Acceptable Accounting Method) and shall meet the applicable requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and other applicable Legal Requirements. All financial statements provided by Borrower pursuant to clause (c) or (d) relating to a Fiscal Year shall be audited by Independent Accountants in accordance with GAAP, Regulation S-X or Regulation S-K, as applicable, Regulation AB, and all other applicable Legal Requirements, shall be accompanied by the manually executed report of the Independent Accountants thereon, which report shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and all other applicable Legal Requirements, and shall be further accompanied by a manually executed written consent of the Independent Accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such Independent Accountants and the reference to such Independent Accountants as “experts” in any Disclosure Document and Exchange Act Filing (or comparable information is required to otherwise be available to holders of the Securities under Regulation AB or applicable Legal Requirements), all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial statements of the Borrower shall be certified by the chief financial officer of Borrower, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraph.. -160- Mezzanine B Loan Agreement (j) If reasonably requested by Lender, Borrower shall review any information regarding the Properties, tenants, Borrower, Leasehold Pledgor, Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner, Operating Lessee and Guarantors which is contained in any Disclosure Document (including any interim drafts thereof and any amendments or supplements thereto) in order to confirm that to its knowledge, no such Disclosure Document contains any untrue statement of a material fact or omits any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and to the extent any such Disclosure Document contains any such material misstatements or omissions to correct any such material misstatements or omissions within five (5) Business Days following Borrower’s receipt thereof. Borrower shall not be liable hereunder for any material misstatement or omission contained in the Disclosure Document due to Lender’s failure to incorporate Borrower’s requested changes or modifications. (k) For all purposes under this Agreement, if any Securities are offered pursuant to a “private” Securitization pursuant to an exemption under Rule 144A or Regulation D under the Securities Act, the provisions of Regulation AB, Regulation S-K, Regulation S-X and any other disclosure provisions of the Securities Act and/or Exchange Act, as applicable, shall be deemed to apply to such “private” Securitization as if such offering of Securities were being conducted pursuant to a registered public offering under the Securities Act. (l) Notwithstanding anything contained herein, Borrower shall have the right, at its option, to hold or designate the holder of any non-call protected interest only bonds (or their economic equivalent) for no consideration ($0.00) in connection with any Securitization.

Sale of Loan and Securitization. (a) Lender shall have the right, at Lender’s cost and without the consent of Borrower, any Guarantor or any Affiliate of Borrower or any Guarantor, (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan, or (iii) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization. The transactions referred to in clauses (i), (ii) and (iii) are each hereinafter referred to as a “Secondary Market Transaction” and the transactions referred to in clause (iii) shall hereinafter be referred to as a “Securitization”. Any certificates, notes or other securities issued in connection with a Secondary Market Transaction are hereinafter referred to as “Securities”). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. Lender agrees to reasonably consult with Borrower with respect to the structure of any Securitization that includes the Loan. (b) If requested by Lender, Borrower and Leasehold Pledgor shall use commercially reasonable efforts to and shall cause Guarantors to use commercially reasonable efforts to assist Lender, at Lender’s expense, in satisfying the market standards to which Lender customarily adheres or which may be required by prospective investors, the Rating Agencies, applicable Legal Requirements and/or otherwise in the marketplace in connection with any Secondary Market Transactions, and shall in any event upon Lender’s request, at Lender’s expense: (i) (A) provide updated financial and other customary information with respect to the Properties, the business operated at the Properties, the Collateral, Owner, Operating Lessee, Borrower, Leasehold Pledgor and each Manager, including, without limitation, the information set forth on Exhibit A attached hereto, (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each tenant) relating to the Properties, and (C) provide updated appraisals, market studies, property condition reports and other due diligence investigations of the Properties (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) cause counsel to provide legal opinions of counsel, which may be relied upon by Lender, trustee in any Securitization, underwriters, NRSROs and their respective counsel, agents and representatives, as to non-consolidation, matters of Delaware and federal bankruptcy law relating to limited partners and/or limited liability companies, any other matters covered in the opinions delivered to Lender at Closing or as required by the Rating Agencies with respect to the Properties, the Collateral, the Loan Documents, Owner, Operating Lessee, Borrower and Leasehold Pledgor and their respective Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and satisfactory to the Rating Agencies; and (iii) execute amendments to the Loan Documents and Borrower’s and Leasehold Pledgor’s organizational documents requested by Lender; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate as set forth herein on in the Note, (B) change the outstanding principal balance of the Loan, (C) require Borrower to make or remake any representations or warranties, (D) require principal amortization of the Loan (other than repayment in full on the Maturity Date), (E) change any Stated Maturity Date or (F) otherwise increase the obligations or reduce the rights of Borrower or any Guarantor under the Loan Documents other than to a de minimis extent. (c) If, at the time a Disclosure Document is being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower (including any guarantor or other Person that is directly or indirectly committed by contract or otherwise to make payments on all or a part of the Loan) collectively, or the Properties alone or the Properties and Related Properties collectively, will be a Significant Obligor, Borrower shall, at Lender’s expense, furnish to Lender upon reasonable request the following financial information: (i) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all loans included or expected to be included in the Securitization, net operating income for the Properties and the Related Properties for the most recent Fiscal Year and interim period as required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of Regulation S-K and Item 1112(b)(1) of Regulation AB), or (ii) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed twenty percent (20%) of the aggregate principal amount of all loans included or expected to be included in the Securitization, the financial statements in respect of each Individual Owner and its respective Properties required under Item 1112(b)(2) of Regulation AB (which includes, but may not be limited to, a balance sheet with respect to the entity that Lender reasonably determines to be a Significant Obligor) for the two most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to the Properties for the three most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-02 of Regulation S-X. (d) Further, if reasonably requested by Lender, Borrower shall, promptly at Lender’s expense, furnish to Lender financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, for any tenant of any Individual Property (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) if, in connection with a Securitization, Lender expects there to be, as of the cutoff date for such Securitization, a concentration with respect to such tenant or group of Affiliated tenants within all of the loans included or expected to be included in the Securitization such that such tenant or group of Affiliated tenants would constitute a Significant Obligor. Borrower shall, at Lender’s expense, use commercially reasonable efforts to furnish to Lender, in connection with the preparation of the Disclosure Documents and on an ongoing basis, financial data and/or financial statements with respect to such tenants meeting (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) filings pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (e) If Lender reasonably determines in good faith that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties alone or the Properties and Related Properties collectively, are a Significant Obligor, then Borrower shall, at Lender’s expense, furnish to Lender, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) Exchange Act Filings are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (f) Any financial data or financial statements provided pursuant to this Section 9.1 shall be furnished at Lender’s expense to Lender within the following time periods: (i) with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from Lender; and (ii) with respect to ongoing information required under Section 9.1(d) and (e) above, (1) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (2) not later than seventy-five (75) days after the end of each Fiscal Year of Borrower. (g) If reasonably requested by Lender, Borrower shall, at Lender’s expense, provide Lender, promptly following Lender’s reasonable request therefor, with any other or additional financial statements, or financial, statistical or operating information, as Lender shall reasonably determine to be required pursuant to Regulation S-K or Regulation S-X, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements identified by Lender and relating to a Securitization or as shall otherwise be reasonably requested by Lender or, in the case of a private securitization such statements or information as Lender shall reasonably determine to be necessary to be included. (h) If requested by Lender, whether in connection with a Securitization or at any time thereafter during which the Loan and any Related Loans are included in a Securitization, Borrower shall provide Lender, promptly upon request, a list of tenants (including all affiliates of such tenants) that in the aggregate (1) occupy 10% or more (but less than 20%) of the total floor area of the improvements or represent 10% or more (but less than 20%) of aggregate base rent, and (2) occupy 20% or more of the total floor area of the improvements or represent 20% or more of aggregate base rent. (i) All financial statements provided by Borrower or Leasehold Pledgor pursuant to this Section 9.1(c), (d), (e) or (f) shall be prepared in accordance with the Uniform System of Accounts and reconciled in accordance with GAAP (or otherwise in accordance with an Acceptable Accounting Method) and shall meet the applicable requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and other applicable Legal Requirements. All financial statements provided by Borrower pursuant to clause (c) or (d) relating to a Fiscal Year shall be audited by Independent Accountants in accordance with GAAP, Regulation S-X or Regulation S-K, as applicable, Regulation AB, and all other applicable Legal Requirements, shall be accompanied by the manually executed report of the Independent Accountants thereon, which report shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and all other applicable Legal Requirements, and shall be further accompanied by a manually executed written consent of the Independent Accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such Independent Accountants and the reference to such Independent Accountants as “experts” in any Disclosure Document and Exchange Act Filing (or comparable information is required to otherwise be available to holders of the Securities under Regulation AB or applicable Legal Requirements), all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial statements of the Borrower shall be certified by the chief financial officer of Borrower, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraph. (j) If reasonably requested by Lender, Borrower shall review any information regarding the Properties, tenants, Borrower, Leasehold Pledgor, Owner, Operating Lessee and Guarantors which is contained in any Disclosure Document (including any interim drafts thereof and any amendments or supplements thereto) in order to confirm that to its knowledge, no such Disclosure Document contains any untrue statement of a material fact or omits any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and to the extent any such Disclosure Document contains any such material misstatements or omissions to correct any such material misstatements or omissions within five (5) Business Days following Borrower’s receipt thereof. Borrower shall not be liable hereunder for any material misstatement or omission contained in the Disclosure Document due to Lender’s failure to incorporate Borrower’s requested changes or modifications. (k) For all purposes under this Agreement, if any Securities are offered pursuant to a “private” Securitization pursuant to an exemption under Rule 144A or Regulation D under the Securities Act, the provisions of Regulation AB, Regulation S-K, Regulation S-X and any other disclosure provisions of the Securities Act and/or Exchange Act, as applicable, shall be deemed to apply to such “private” Securitization as if such offering of Securities were being conducted pursuant to a registered public offering under the Securities Act.

Sale of Loan and Securitization. (a) Lender shall have the right, at Lender’s cost and without the consent of Borrower, any Guarantor or any Affiliate of Borrower or any Guarantor, right (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan, Loan or (iii) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization. (The transactions transaction referred to in clauses (i), (ii) and (iii) are each shall hereinafter be referred to collectively as a “Secondary Market TransactionTransactions” and the transactions referred to in clause (iii) shall hereinafter be referred to as a “Securitization”. .” Any certificates, notes or other securities issued in connection with a Secondary Market Transaction Securitization are hereinafter referred to as “Securities.”). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. (b) If requested by Lender, Borrower and Leasehold Pledgor Operating Lessee shall use commercially reasonable efforts to and shall cause Guarantors to use commercially reasonable efforts to assist Lender, at Lender’s expense, in satisfying the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors, the Rating Agencies, applicable Legal Requirements and/or otherwise in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, and shall in any event upon Lender’s requestincluding, at Lender’s expensewithout limitation, to: (i) (A) provide updated financial and other customary information with respect to the PropertiesProperty, the business operated at the PropertiesProperty, OwnerFranchisor, Borrower, Operating Lessee, BorrowerGuarantor, Leasehold Pledgor Sponsor, and each the Manager, including, without limitation, the information set forth on Exhibit A attached hereto, (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each tenant) relating to the Properties, Property and (C) provide updated appraisals, market studies, environmental reviews (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of the Properties Property (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) cause counsel to provide legal opinions of counsel, which may be relied upon by Lender, trustee in any Securitization, underwriters, NRSROs the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, matters of Delaware and federal bankruptcy law relating to limited partners and/or single-member limited liability companies, and true sale or any other matters covered opinion customary in the opinions delivered to Lender at Closing Secondary Market Transactions or as required by the Rating Agencies with respect to the Properties, the Loan Documents, Owner, Operating Lessee, Property and Borrower and Leasehold Pledgor and their respective Affiliates, which counsel and opinions shall be reasonably satisfactory in form and substance to Lender and satisfactory to the Rating Agencies; and; (iii) provide updated, as of the closing date of the Secondary Market Transaction, representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may require; (iv) execute such amendments to the Loan Documents and Borrower’s, Operating Lessee’s and Leasehold Pledgoror any SPC Party’s organizational documents as may be reasonably requested by LenderLender or requested by the Rating Agencies or otherwise to effect the Securitization including, without limitation, bifurcation of the Loan into two or more components and/or separate notes and/or creating a senior/subordinate note structure (any of the foregoing, a “Loan Bifurcation”); provided, however, that neither Borrower nor Operating Lessee shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate rate, the stated maturity or the amortization of principal as set forth herein on or in the Note, or (B) change the outstanding principal balance of the Loan, (C) require Borrower to make modify or remake amend any representations or warranties, (D) require principal amortization other material economic term of the Loan Agreement or the Note, except in connection with a Loan Bifurcation which may result in varying fixed interest rates and amortization schedules, but which shall have the same initial weighted average coupon of the original Note. In the event either Borrower or Operating Lessee fails to execute and deliver such documents to Lender within five (other than repayment in full on the Maturity Date)5) Business Days following such request by Lender, (E) change any Stated Maturity Date or (F) otherwise increase the obligations or reduce the rights each of Borrower and Operating Lessee hereby absolutely and irrevocably appoints Lender 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, Borrower and Operating Lessee, as applicable, ratifying all that such attorney shall do by virtue thereof. It shall be an Event of Default under this Agreement, the Note, the Security Instrument and the other Loan Documents if Borrower fails to comply with any Guarantor under of the terms, covenants or conditions of this Section 9.1(b)(iv) after expiration of ten (10) Business Days after notice thereof; and (v) at any time prior to a Secondary Market Transaction, execute such amendments to the Loan Documents other than as requested by the Lender, in its discretion, to extend the Maturity Date to a de minimis extentPayment Date no more than three (3) months beyond the initial Maturity Date set forth herein (the “Extended Maturity Date”). In connection with such amendment, the defined term “Maturity Date” shall then be replaced with the term “Extended Maturity Date,” the time period in clause (i) of the definition of “Release Date” shall be extended by the same period between the initial Maturity Date and the Extended Maturity Date, and the “Permitted Prepayment Date” shall be extended by the same period between the initial Maturity Date and the Extended Maturity Date together with such corresponding changes to other defined terms herein as reasonably requested by Lender. (c) If, at the time a one or more Disclosure Document is Documents are being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower (including any guarantor or other Person that is directly or indirectly committed by contract or otherwise to make payments on all or a part of the Loan) collectively, or the Properties alone or the Properties and Related Properties collectively, will be a Significant Obligor, Borrower shall, at Lender’s expense, shall furnish to Lender upon reasonable request the following financial information: (i) the selected financial data or, if applicable, Net Operating Income, required under Item 1112(b)(1) of Regulation AB, if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, Loans as of the cut-off date for such SecuritizationSecuritization may, may or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included included, as applicable, in the Securitization, net operating income for Securitization or (ii) the Properties and the Related Properties for the most recent Fiscal Year and interim period as financial statements required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k1112(b)(2) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of Regulation S-K and Item 1112(b)(1) of Regulation AB), or (ii) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, Loans as of the cut-off date for such SecuritizationSecuritization may, may or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included included, as applicable, in the Securitization, the financial statements in respect of each Individual Owner and its respective Properties required under Item 1112(b)(2) of Regulation AB (which includes, but may not be limited to, a balance sheet with respect to the entity that Lender reasonably determines to be a Significant Obligor) for the two most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to the Properties for the three most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-02 of Regulation S-X. (d) Further, if reasonably requested by Lender, Borrower shall, promptly at Lender’s expense, furnish to Lender . Such financial data or financial statements meeting the requirements of Item 1112(b)(1shall be furnished to Lender (A) or within ten (210) of Regulation AB, as specified by Lender, for any tenant of any Individual Property (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) if, in connection with a Securitization, Business Days after notice from Lender expects there to be, as of the cutoff date for such Securitization, a concentration with respect to such tenant or group of Affiliated tenants within all of the loans included or expected to be included in the Securitization such that such tenant or group of Affiliated tenants would constitute a Significant Obligor. Borrower shall, at Lender’s expense, use commercially reasonable efforts to furnish to Lender, in connection with the preparation of the Disclosure Documents for the Securitization, (B) not later than sixty (60) days after the end of each fiscal quarter of Borrower in accordance with applicable Legal Requirements and on an ongoing basis(C) not later than one hundred twenty (120) days after the end of each fiscal year of Borrower in accordance with applicable Legal Requirements; provided, however, that Borrower shall not be obligated to furnish financial data and/or or financial statements pursuant to clauses (B) or (C) of this sentence with respect to such tenants meeting (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only any period for so long as such entity or entities are which a Significant Obligor and either (x) filings filing pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (e) not required. If Lender reasonably determines in good faith that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties alone or the Properties and Related Properties collectively, are a Significant Obligor, then Borrower shall, at Lender’s expense, furnish to Lender, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) Exchange Act Filings are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (f) Any financial data or financial statements provided pursuant to this Section 9.1 shall be furnished at Lender’s expense to Lender within the following time periods: (i) with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from Lender; and (ii) with respect to ongoing information required under Section 9.1(d) and (e) above, (1) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (2) not later than seventy-five (75) days after the end of each Fiscal Year of Borrower. (g) If reasonably requested by Lender, Borrower shallshall furnish to Lender financial data and/or financial statements for any tenant of any of the Properties if, at Lender’s expensein connection with a Securitization, provide Lender, promptly following Lender’s reasonable request thereforLender expects there to be, with any other respect to such tenant or additional financial statementsgroup of affiliated tenants, a concentration within all of the mortgage loans included or financial, statistical or operating information, as Lender shall reasonably determine expected to be required pursuant to Regulation S-K or Regulation S-Xincluded, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements identified by Lender and relating to a Securitization or as shall otherwise be reasonably requested by Lender or, in the case Securitization such that such tenant or group of affiliated tenants would constitute a private securitization such statements or information as Lender shall reasonably determine to be necessary to be includedSignificant Obligor. (h) If requested by Lender, whether in connection with a Securitization or at any time thereafter during which the Loan and any Related Loans are included in a Securitization, Borrower shall provide Lender, promptly upon request, a list of tenants (including all affiliates of such tenants) that in the aggregate (1) occupy 10% or more (but less than 20%) of the total floor area of the improvements or represent 10% or more (but less than 20%) of aggregate base rent, and (2) occupy 20% or more of the total floor area of the improvements or represent 20% or more of aggregate base rent. (id) All financial data and financial statements provided by Borrower or Leasehold Pledgor hereunder pursuant to this Section 9.1(c), ) and (d), (e) or (f) hereof shall be prepared in accordance with the Uniform System of Accounts and reconciled in accordance with GAAP (or otherwise in accordance with an Acceptable Approved Accounting Method) , and shall meet the applicable requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, AB and other applicable Legal Requirementslegal requirements. All financial statements provided by Borrower pursuant referred to clause (cin Section 9.1(c) or (d) relating to a Fiscal Year above shall be audited by Independent Accountants independent accountants of Borrower acceptable to Lender in accordance with GAAP, Regulation S-X or Regulation S-K, as applicable, Regulation AB, AB and all other applicable Legal Requirementslegal requirements, shall be accompanied by the manually executed report of the Independent Accountants independent accountants thereon, which report shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, AB and all other applicable Legal Requirementslegal requirements, and shall be further accompanied by a manually executed written consent of the Independent Accountantsindependent accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such Independent Accountants independent accountants and the reference to such Independent Accountants independent accountants as “experts” in any Disclosure Document and Exchange Act Filing (or comparable information is required to otherwise be available to holders of the Securities under Regulation AB or applicable Legal Requirements)Filing, all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial data and financial statements of the (audited or unaudited) provided by Borrower under Section 9.1(c) hereof shall be certified accompanied by the chief financial officer of Borrower, an Officer’s Certificate which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraphSection 9.1(d). (je) If reasonably requested by Lender, Borrower shall review provide Lender, promptly upon request, with any information regarding the Propertiesother or additional financial statements, tenantsor financial, Borrowerstatistical or operating information, Leasehold Pledgoras Lender shall determine to be required pursuant to Regulation AB or any amendment, Owner, Operating Lessee and Guarantors which is contained modification or replacement thereto or other legal requirements in connection with any Disclosure Document or any Exchange Act Filing or as shall otherwise be reasonably requested by Lender. (including any interim drafts thereof f) In the event Lender determines, in connection with a Securitization, that the financial data and any amendments or supplements thereto) financial statements required in order to confirm that to its knowledgecomply with Regulation AB or any amendment, no such Disclosure Document contains any untrue statement of a material fact modification or omits any material fact necessary to make the statements made thereinreplacement thereto or other legal requirements are other than as provided herein, in the light of the circumstances under which they were made, not misleading, and to the extent any such Disclosure Document contains any such material misstatements or omissions to correct any such material misstatements or omissions within five (5) Business Days following Borrower’s receipt thereof. Borrower shall not be liable hereunder for any material misstatement or omission contained in the Disclosure Document due to Lender’s failure to incorporate Borrower’s requested changes or modifications. (k) For all purposes under this Agreement, if any Securities are offered pursuant to a “private” Securitization pursuant to an exemption under Rule 144A or Regulation D under the Securities Act, then notwithstanding the provisions of Regulation ABSection 9.1(c) and (d) hereof, Regulation S-KLender may request, Regulation S-X and any Borrower shall promptly provide, such other disclosure provisions of the Securities Act and/or Exchange Act, financial statements as applicable, shall Lender determines to be deemed to apply to necessary or appropriate for such “private” Securitization as if such offering of Securities were being conducted pursuant to a registered public offering under the Securities Actcompliance.

Sale of Loan and Securitization. (a) Lender shall have the right, at Lender’s cost and without the consent of Borrower, any Guarantor or any Affiliate of Borrower or any Guarantor, right (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan, Loan or (iii) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization. (The transactions transaction referred to in clauses (i), (ii) and (iii) are each shall hereinafter be referred to collectively as a “Secondary Market TransactionTransactions” and the transactions referred to in clause (iii) shall hereinafter be referred to as a “Securitization”. .” Any certificates, notes or other securities issued in connection with a Secondary Market Transaction Securitization are hereinafter referred to as “Securities.”). ) At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. (b) If requested by LenderLender prior to the third anniversary of the Closing Date, Borrower and Leasehold Pledgor shall use commercially reasonable efforts to and shall cause Guarantors to use commercially reasonable efforts to assist Lender, at Lender’s expense, in satisfying the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors, the Rating Agencies, applicable Legal Requirements and/or otherwise in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, and shall in any event upon Lender’s requestincluding, at Lender’s expensewithout limitation, to: (i) (A) provide updated financial and other customary information with respect to the Propertiesany Property, the business operated at the Properties, Owner, Operating Lesseesuch Property by Borrower, Borrower, Leasehold Pledgor Guarantor, Sponsor, and each the Manager, including, without limitation, the information set forth on Exhibit A attached hereto, (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each tenant) relating to the Properties, Collective Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of the Properties such Property (the “Updated Information”), together, if customary, with appropriate and reasonable verification of the Updated Information through letters of auditors or opinions of counsel reasonably acceptable to Lender and acceptable to the Rating Agencies; (ii) cause counsel to provide legal opinions of counsel, which may be relied upon by Lender, trustee in any Securitization, underwriters, NRSROs the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, matters of Delaware and federal bankruptcy law relating to limited partners and/or single-member limited liability companies, companies and true sale or any other matters covered opinion customary in the opinions delivered to Lender at Closing Secondary Market Transactions or as required by the Rating Agencies with respect to the Properties, the Loan Documents, Owner, Operating Lessee, any Property and Borrower and Leasehold Pledgor and their respective Affiliates, which counsel and opinions shall be reasonably satisfactory in form and substance to Lender and satisfactory to the Rating Agencies; (iii) provide updated, as of the closing date of the Secondary Market Transaction, representations and warranties made in the Loan Documents; and (iiiiv) execute such amendments to the Loan Documents and Borrower’s and Leasehold PledgorBorrower or any SPE Party’s organizational documents as may be reasonably requested by Lender; provided, however, that Borrower shall Lender or requested by the Rating Agencies or otherwise to effect the Securitization provided the same do not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate as set forth herein on in the Note, (B) change the outstanding principal balance of the Loan, (C) require Borrower to make or remake any representations or warranties, (D) require principal amortization of the Loan (other than repayment in full on the Maturity Date), (E) change any Stated Maturity Date or (F) otherwise increase the obligations or reduce decrease the rights of Borrower Borrower, Guarantor or any Guarantor under the Loan Documents SPE Party, other than to a de minimis extent. (c) If, at the time a one or more Disclosure Document is Documents are being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower (including any guarantor or other Person that is directly or indirectly committed by contract or otherwise to make payments on all or a part of the Loan) collectively, or the Collective Properties alone or the Collective Properties and Related Properties collectively, will be a Significant Obligor, Borrower shall, at Lender’s expense, shall furnish to Lender upon reasonable request the following financial information: (i) the selected financial data or, if applicable, net operating income, required under Item 1112(b)(1) of Regulation AB, if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, Loans as of the cut-off date for such SecuritizationSecuritization may, may or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included included, as applicable, in the Securitization, net operating income for Securitization or (ii) the Properties and the Related Properties for the most recent Fiscal Year and interim period as financial statements required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k1112(b)(2) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of Regulation S-K and Item 1112(b)(1) of Regulation AB), or (ii) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, Loans as of the cut-off date for such SecuritizationSecuritization may, may or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included included, as applicable, in the Securitization, the financial statements . Notwithstanding anything in respect of each Individual Owner and its respective Properties required under Item 1112(b)(2) of Regulation AB (which includes, but may not be limited to, a balance sheet with respect Section 4.1.6 above to the entity that Lender reasonably determines to be a Significant Obligor) for the two most recent Fiscal Years and applicable interim periodscontrary, meeting the requirements of Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to the Properties for the three most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-02 of Regulation S-X. (d) Further, if reasonably requested by Lender, Borrower shall, promptly at Lender’s expense, furnish to Lender such financial data or financial statements meeting the requirements of Item 1112(b)(1shall be furnished to Lender (A) or within ten (210) of Regulation AB, as specified by Lender, for any tenant of any Individual Property (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) if, in connection with a Securitization, Business Days after notice from Lender expects there to be, as of the cutoff date for such Securitization, a concentration with respect to such tenant or group of Affiliated tenants within all of the loans included or expected to be included in the Securitization such that such tenant or group of Affiliated tenants would constitute a Significant Obligor. Borrower shall, at Lender’s expense, use commercially reasonable efforts to furnish to Lender, in connection with the preparation of the Disclosure Documents for the Securitization, (B) not later than thirty (30) days after the end of each fiscal quarter of Borrower and on an ongoing basis(C) not later than sixty (60) days after the end of each fiscal year of Borrower; provided, however, that Borrower shall not be obligated to furnish financial data and/or or financial statements pursuant to clauses (B) or (C) of this sentence with respect to such tenants meeting (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only any period for so long as such entity or entities are which a Significant Obligor and either (x) filings filing pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (e) not required. If Lender reasonably determines in good faith that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties alone or the Properties and Related Properties collectively, are a Significant Obligor, then Borrower shall, at Lender’s expense, furnish to Lender, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) Exchange Act Filings are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (f) Any financial data or financial statements provided pursuant to this Section 9.1 shall be furnished at Lender’s expense to Lender within the following time periods: (i) with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from Lender; and (ii) with respect to ongoing information required under Section 9.1(d) and (e) above, (1) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (2) not later than seventy-five (75) days after the end of each Fiscal Year of Borrower. (g) If reasonably requested by Lender, Borrower shallshall furnish to Lender financial data and/or financial statements for any tenant of any Property if available to Borrower and, at Lender’s expensein connection with a Securitization, provide Lender, promptly following Lender’s reasonable request thereforLender expects there to be, with any other respect to such tenant or additional financial statementsgroup of affiliated tenants, a concentration within all of the mortgage loans included or financial, statistical or operating information, as Lender shall reasonably determine expected to be required pursuant to Regulation S-K or Regulation S-Xincluded, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements identified by Lender and relating to a Securitization or as shall otherwise be reasonably requested by Lender or, in the case Securitization such that such tenant or group of affiliated tenants would constitute a private securitization such statements or information as Lender shall reasonably determine to be necessary to be includedSignificant Obligor. (h) If requested by Lender, whether in connection with a Securitization or at any time thereafter during which the Loan and any Related Loans are included in a Securitization, Borrower shall provide Lender, promptly upon request, a list of tenants (including all affiliates of such tenants) that in the aggregate (1) occupy 10% or more (but less than 20%) of the total floor area of the improvements or represent 10% or more (but less than 20%) of aggregate base rent, and (2) occupy 20% or more of the total floor area of the improvements or represent 20% or more of aggregate base rent. (id) All financial data and financial statements provided by Borrower or Leasehold Pledgor hereunder pursuant to this Section 9.1(c), ) and (d), (e) or (f) hereof shall be prepared in accordance with the Uniform System of Accounts and reconciled in accordance with GAAP (or otherwise in accordance with an Acceptable Accounting Method) GAAP, and shall meet the applicable requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, AB and other applicable Legal Requirementslegal requirements. All financial statements provided by Borrower pursuant referred to clause (cin Section 9.1(c) or (d) relating to a Fiscal Year above shall be audited by Independent Accountants independent accountants of Borrower acceptable to Lender in accordance with GAAP, Regulation S-X or Regulation S-K, as applicable, Regulation AB, AB and all other applicable Legal Requirementslegal requirements, shall be accompanied by the manually executed report of the Independent Accountants independent accountants thereon, which report shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, AB and all other applicable Legal Requirementslegal requirements, and shall be further accompanied by a manually executed written consent of the Independent Accountantsindependent accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such Independent Accountants independent accountants and the reference to such Independent Accountants independent accountants as “experts” in any Disclosure Document and Exchange Act Filing (or comparable information is required to otherwise be available to holders of the Securities under Regulation AB or applicable Legal Requirements)Filing, all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial data and financial statements of the (audited or unaudited) provided by Borrower under Section 9.1(c) hereof shall be certified accompanied by the chief financial officer of Borrower, an Officer’s Certificate which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraphSection 9.1(d). (je) If reasonably requested by Lender, Borrower shall review provide Lender, promptly upon request, with any information regarding the Propertiesother or additional financial statements, tenantsor financial, Borrowerstatistical or operating information, Leasehold Pledgoras Lender shall reasonably determine to be required pursuant to Regulation AB or any amendment, Owner, Operating Lessee and Guarantors which is contained modification or replacement thereto or other legal requirements in connection with any Disclosure Document or any Exchange Act Filing or as shall otherwise be reasonably requested by Lender. (including any interim drafts thereof f) In the event Lender reasonably determines, in connection with a Securitization, that the financial data and any amendments or supplements thereto) financial statements required in order to confirm that to its knowledgecomply with Regulation AB or any amendment, no such Disclosure Document contains any untrue statement modification or replacement thereto or other legal requirements are other than as provided herein, then notwithstanding the provisions of a material fact or omits any material fact necessary to make the statements made thereinSection 9.1(c) and (d) hereof, in the light of the circumstances under which they were made, not misleadingLender may request, and Borrower shall promptly provide, such other financial statements as Lender determines to be necessary or appropriate for such compliance. Notwithstanding anything to the contrary contained herein, to the extent any that the timeframes for compliance with such Disclosure Document contains any such material misstatements or omissions to correct any such material misstatements or omissions within five (5) Business Days following Borrower’s receipt thereof. Borrower on-going financial reporting and similar provisions in this Section 9.1 are shorter than the timeframes allowed for comparable reporting obligations under Section 4.1.6 hereof, the timeframes under this Section 9.1 shall not be liable hereunder for any material misstatement or omission contained in the Disclosure Document due to Lender’s failure to incorporate Borrower’s requested changes or modificationscontrol. (kg) For all purposes under Lender shall pay Borrower’s reasonable out-of-pocket third-party costs incurred in connection with the transactions and obligations contemplated by this Agreement, if any Securities are offered pursuant to a “private” Securitization pursuant to an exemption under Rule 144A or Regulation D under the Securities Act, the provisions of Regulation AB, Regulation S-K, Regulation S-X and any other disclosure provisions of the Securities Act and/or Exchange Act, as applicable, shall be deemed to apply to such “private” Securitization as if such offering of Securities were being conducted pursuant to a registered public offering under the Securities ActSection 9.1.

Sale of Loan and Securitization. Subject to Section 9.4 hereof: (a) Lender Agent and Lenders shall have the right, at Lender’s cost and without the consent of Borrower, any Guarantor or any Affiliate of Borrower or any Guarantor, right (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan, or (iii) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization. (The transactions referred to in clauses (i), (ii) and (iii) are each hereinafter referred to as a “Secondary Market Transaction” and the transactions referred to in clause (iii) shall hereinafter be referred to as a “Securitization”. Any certificates, notes or other securities issued in connection with a Secondary Market Transaction are hereinafter referred to as “Securities”). At LenderAgent’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. (b) If requested by LenderAgent, Borrower shall reasonably cooperate with Agent and Leasehold Pledgor shall use commercially reasonable efforts to and shall cause Guarantors to use commercially reasonable efforts to assist Lender, at Lender’s expense, Agent in satisfying the market standards to which Lender Agent customarily adheres or which may be required in the marketplace, by prospective investors, the Rating Agencies, applicable Legal Requirements and/or otherwise in the marketplace in connection with any Secondary Market Transactions, and shall in any event upon Lender’s request, at Lender’s expenseincluding to: (i) (A) provide updated financial and other customary information with respect to the Propertieseach Property, the business operated at the Propertieseach Property, Owner, Operating Lessee, Mortgage Borrower, Leasehold Pledgor Borrower and each the Manager, including, without limitation, the information set forth on Exhibit A attached hereto, (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each tenantTenant) relating to the Propertieseach Property, and (C) provide updated appraisals, market studies, environmental reviews and reports (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of the Properties each Property (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel reasonably acceptable to Lender Agent and the Rating Agencies; (ii) cause counsel to provide legal opinions of counsel, which may be relied upon by LenderAgent, trustee in any Securitization, underwriters, NRSROs and their respective counsel, agents and representatives, as to non-consolidation, matters of Delaware fraudulent conveyance and federal bankruptcy law relating to limited partners and/or limited liability companies, true sale or any other matters covered opinion customary in the opinions delivered to Lender at Closing Secondary Market Transactions or as reasonably required by the Rating Agencies with respect to the Propertieseach Property, the Loan Documents, Owner, Operating Lesseeand Mortgage Borrower, Borrower and Leasehold Pledgor and their respective its Affiliates, which counsel and opinions shall be reasonably satisfactory acceptable to Lender Agent and satisfactory to the Rating Agencies; (iii) provide updated, as of the closing date of any Secondary Market Transaction, representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may require; and (iiiiv) execute amendments to the Loan Documents and Borrower’s and Leasehold Pledgor’s organizational documents requested by Lender; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change review any Disclosure Document or any interim draft thereof furnished by Agent to Borrower with respect to information contained therein that was furnished to Agent by or on behalf of Mortgage Borrower or Borrower in connection with the interest rate as set forth herein on preparation of such Disclosure Document or in connection with the Note, (B) change the outstanding principal balance underwriting or closing of the Loan, including financial statements of Mortgage Borrower, Borrower and Guarantor, operating statements and rent rolls with respect to the Properties, and (CB) require Borrower within three (3) Business Days following Borrower’s receipt thereof, provide to Agent in writing any revisions to such Disclosure Document or interim draft thereof necessary or advisable to insure that such reviewed information does not contain any untrue statement of a material fact or omit to state any material fact necessary to make or remake any representations or warranties, (D) require principal amortization of the Loan (other than repayment in full on the Maturity Date), (E) change any Stated Maturity Date or (F) otherwise increase the obligations or reduce the rights of Borrower or any Guarantor under the Loan Documents other than to a de minimis extentstatements contained therein not misleading. (c) If, at the time a Disclosure Document is being prepared for a Securitization, Lender Agent reasonably expects that Borrower alone or Borrower and one or more Affiliates of Borrower (including any guarantor or other Person that is directly or indirectly committed by contract or otherwise to make payments on all or a part of the Loan and taking into account the Mortgage Loan which Borrower agrees is a Related Loan) collectively, or the Properties alone or the Properties and Related Properties collectively, will be a Significant Obligor, Borrower shall, at Lender’s expense, shall furnish to Lender Agent upon reasonable request the following financial information: (i) if Lender reasonably Agent expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, net operating income for the Properties each Property and the Related Properties for the most recent Fiscal Year and interim period as required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of Regulation S-K and Item 1112(b)(1) of Regulation AB), or (ii) if Lender reasonably Agent expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, the financial statements in respect of each Individual Owner and its respective Properties required under Item 1112(b)(2) of Regulation AB (which includes, but may not be limited to, a balance sheet with respect to the entity that Lender reasonably Agent determines to be a Significant Obligor) Obligor for the two most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to the Properties each Property for the three most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-02 of Regulation S-X.X (or if Agent determines that the Properties are the Significant Obligor and the Properties (other than properties that are hotels, nursing homes, or other properties that would be deemed to constitute a business and not real estate under Regulation S-X or other legal requirements) were acquired from an unaffiliated third party and the other conditions set forth in Rule 3-14 of Regulation S-X have been met, the financial statements required by Rule 3-14 of Regulation S-X)). (d) Further, if reasonably requested by LenderAgent, Borrower shall, promptly at Lenderupon Agent’s expenserequest, furnish to Lender Agent financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by LenderAgent, for any tenant of Tenant under any Individual Lease at any Property (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) if, in connection with a Securitization, Lender Agent expects there to be, as of the cutoff date for such Securitization, a concentration with respect to such tenant Tenant or group of Affiliated tenants Tenants under any Lease within all of the mortgage loans included or expected to be included in the Securitization such that such tenant Tenant or group of Affiliated tenants Tenants under any Lease would constitute a Significant Obligor. Borrower shall, at Lender’s expense, use commercially reasonable efforts to shall furnish to LenderAgent, in connection with the preparation of the Disclosure Documents and on an ongoing basis, financial data and/or financial statements with respect to such tenants Tenants under any Lease meeting (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by LenderAgent, but only for so long as such entity or entities are a Significant Obligor and either (x) filings pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (e) If Lender Agent reasonably determines in good faith that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties alone or the Properties and Related Properties collectively, are a Significant Obligor, then Borrower shall, at Lender’s expense, shall furnish to LenderAgent, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by LenderAgent, but only for so long as such entity or entities are a Significant Obligor and either (x) Exchange Act Filings are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (f) Any financial data or financial statements provided pursuant to this Section 9.1 shall be furnished at Lender’s expense to Lender Agent within the following time periods: (i) with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from LenderAgent; and (ii) with respect to ongoing information required under Section 9.1(d) and (e) above, (1) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (2) not later than seventy-five (75) days after the end of each Fiscal Year of Borrower. (g) If reasonably requested by LenderAgent, Borrower shallshall provide Agent, at Lenderpromptly, and in any event within five (5) Business Days following Agent’s expense, provide Lender, promptly following Lender’s reasonable request therefor, with any other or additional financial statements, or financial, statistical or operating information, as Lender Agent shall reasonably determine to be required pursuant to Regulation S-K or Regulation S-X, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements identified by Lender and relating to a Securitization or as shall otherwise be reasonably requested by Lender or, in the case of a private securitization such statements or information as Lender shall reasonably determine to be necessary to be includedAgent. (h) If requested by LenderAgent, whether in connection with a Securitization or at any time thereafter during which the Loan and any Related Loans are included in a Securitization, but not more than three times within any twelve (12) month period, Borrower shall provide LenderAgent, promptly upon within five (5) days after Agent’s request, a list of tenants Tenants (including all affiliates of such tenantsTenants) that in the aggregate of all the Properties (1) occupy 10% or more (but less than 20%) of the total floor area of the improvements or represent 10% or more (but less than 20%) of aggregate base rent, and (2) occupy 20% or more of the total floor area of the improvements or represent 20% or more of aggregate base rent. (i) All financial statements provided by Borrower or Leasehold Pledgor pursuant to this Section 9.1(c), (d), (e) or (f) shall be prepared in accordance with the Uniform System of Accounts and reconciled in accordance with GAAP (or otherwise in accordance with an Acceptable Accounting Method) GAAP, and shall meet the applicable requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and other applicable Legal Requirements. All financial statements provided by Borrower pursuant to clause (c) or (d) relating to a Fiscal Year shall be audited by Independent Accountants in accordance with GAAPgenerally accepted auditing standards, Regulation S-X or Regulation S-K, as applicable, Regulation AB, and all other applicable Legal Requirements, shall be accompanied by the manually executed report of the Independent Accountants thereon, which report shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and all other applicable Legal Requirements, and shall be further accompanied by a manually executed written consent of the Independent Accountants, in form and substance reasonably acceptable to LenderAgent, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such Independent Accountants and the reference to such Independent Accountants as “experts” in any Disclosure Document and Exchange Act Filing (or comparable information is required to otherwise be available to holders of the Securities under Regulation AB or applicable Legal Requirements), all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial statements of the Borrower shall be certified by the chief financial officer or other authorized representative (whose function is similar to that of a chief financial officer) of Borrower, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraph. (j) If reasonably requested by LenderIn connection with any Secondary Market Transaction, Agent shall have the right, and Borrower shall review hereby authorizes Agent, to disclose any and all information in Agent’s possession regarding the Properties, tenants, Borrower, Leasehold PledgorGuarantor, Ownerany Manager, Operating Lessee and Guarantors which is contained any Property and/or the Loan in any Disclosure Document (Document, in any promotional or marketing materials that are prepared by or on behalf of Agent in connection with such Secondary Market Transaction or in connection with any oral or written presentation made by or on behalf of Agent, including without limitation, to any interim drafts thereof actual or potential investors and any amendments or supplements thereto) in order to confirm that to its knowledge, no such Disclosure Document contains any untrue statement of a material fact or omits any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, Rating Agencies and to the extent any such Disclosure Document contains any such material misstatements or omissions to correct any such material misstatements or omissions within five (5) Business Days following Borrower’s receipt thereof. Borrower shall not be liable hereunder for any material misstatement or omission contained in the Disclosure Document due to Lender’s failure to incorporate Borrower’s requested changes or modificationsother NRSROs. (k) For all purposes under this Agreement, Agent shall provide Borrower with prior written notice if any Securities are offered pursuant to a “private” Securitization pursuant to an exemption under Rule 144A or Regulation D under the Securities Act, the provisions of Regulation AB, Regulation S-K, Regulation S-X and any other disclosure provisions of the Securities Act and/or Exchange Act, as applicable, shall be deemed to apply to such “private” Securitization as if such offering of Securities were being conducted or Regulation AB is applicable pursuant to a registered public offering under Securitization. (l) If, pursuant to Securitization of the Securities ActMortgage Loan, Mortgage Borrower is obligated to furnish financial information pursuant to Section 9.1(c) of the Mortgage Loan Agreement, Borrower shall furnish such information to Agent simultaneously with delivery of such information to Mortgage Borrower, whether or not the Loan is subject to a Securitization.

Sale of Loan and Securitization. (a) Lender shall have the right, at Lender’s cost and without the consent of Borrower, any Guarantor or any Affiliate of Borrower or any Guarantor, right (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan, Loan or (iii) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization. (The transactions referred to in clauses (i), (ii) and (iii) are each shall hereinafter be referred to collectively as a “Secondary Market TransactionTransactions” and the transactions referred to in clause (iii) shall hereinafter be referred to as a “Securitization”. .” Any certificates, notes or other securities issued in connection with a Secondary Market Transaction Securitization are hereinafter referred to as “Securities.”). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. (b) If requested by Lender, Borrower and Leasehold Pledgor Operating Lessee shall use commercially reasonable efforts to and shall cause Guarantors to use commercially reasonable efforts to assist Lender, at Lender’s sole cost and expense, in satisfying the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors, the Rating Agencies, applicable Legal Requirements and/or otherwise in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, and shall in any event upon Lender’s requestincluding, at Lender’s expensewithout limitation, to: (i) (A) provide updated financial and other customary information with respect to the PropertiesProperty, the business operated at the PropertiesProperty, OwnerFranchisor (to the extent Borrower or Operating Lessee is able to obtain the same from Franchisor), Brand Manager (to the extent Borrower or Operating Lessee is able to obtain the same from Brand Manager), Borrower, Operating Lessee, BorrowerGuarantor, Leasehold Pledgor and each Sponsor, any Affiliated Manager, including, without limitation, and the information set forth on Exhibit A attached heretoManager (to the extent Borrower or Operating Lessee is able to obtain the same from Manager), (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each tenant) relating to the Properties, Property and (C) provide updated appraisals, market studies, environmental reviews (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of the Properties Property (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) cause counsel to provide legal opinions of counsel, which may be relied upon by Lender, trustee in any Securitization, underwriters, NRSROs the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, matters of Delaware and federal bankruptcy law relating to limited partners and/or single-member limited liability companies, true sale or any other matters covered opinion customary in the opinions delivered to Lender at Closing Secondary Market Transactions or as required by the Rating Agencies with respect to the Properties, the Loan Documents, Owner, Operating Lessee, Property and Borrower and Leasehold Pledgor and their respective Affiliates, which counsel and opinions shall be reasonably satisfactory in form and substance to Lender and satisfactory to the Rating Agencies; (iii) provide updated, as of the closing date of the Secondary Market Transaction, representations and warranties made in the Loan Documents; and (iiiiv) execute such amendments to the Loan Documents and Borrower’s, Operating Lessee’s and Leasehold Pledgoror any SPC Party’s organizational documents as may be reasonably requested by LenderLender or requested by the Rating Agencies or otherwise to effect the Securitization or other Secondary Market Transaction including, without limitation, bifurcation of the Loan into two or more components and/or separate notes and/or creating a senior/subordinate note structure (any of the foregoing, a “Loan Bifurcation”); provided, however, that neither Borrower nor Operating Lessee shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate rate, the stated maturity or the amortization of principal as set forth herein on or in the Note, (B) change the outstanding principal balance modify or amend any other material economic term of the LoanLoan Agreement or the Note, except in connection with a Loan Bifurcation which may result in varying fixed interest rates and amortization schedules, but which shall have the same initial weighted average coupon of the original Note or (C) require increase Borrower’s or Operating Lessee’s obligations or decrease Borrower’s or Operating Lessee’s rights hereunder, other than as set forth in clause (B) above or in a de-minimis manner. In the event either Borrower or Operating Lessee fails to execute and deliver such documents that have been reasonably approved by Borrower to Lender within five (5) Business Days following such request by Lender and reasonable approval by Borrower, each of Borrower and Operating Lessee hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or remake desirable to effect such transactions, Borrower and Operating Lessee, as applicable, ratifying all that such attorney shall do by virtue thereof. It shall be an Event of Default under this Agreement, the Note, the Security Instrument and the other Loan Documents if Borrower fails to comply with any representations or warranties, (D) require principal amortization of the Loan terms, covenants or conditions of this Section 9.1(b)(iv) after expiration of ten (other than repayment in full on the Maturity Date)10) Business Days after notice thereof; (v) at any time prior to a Secondary Market Transaction, (E) change any Stated Maturity Date or (F) otherwise increase the obligations or reduce the rights of Borrower or any Guarantor under execute such amendments to the Loan Documents as requested by the Lender, in its discretion, to extend the Maturity Date to a Monthly Payment Date no more than three (3) months beyond the initial Maturity Date set forth herein (the “Extended Maturity Date”). In connection with such amendment, the defined term “Maturity Date” shall then be replaced with the term “Extended Maturity Date,” together with such corresponding changes to other defined terms herein as reasonably requested by Lender; (vi) participate (including senior management of Guarantor) in one or more reasonably scheduled bank or investor meetings if requested by Lender; (vii) reasonably cooperate with Lender in connection with the preparation of marketing materials related to the Loan and the offering documents and marketing materials in connection with a Securitization; and (viii) if required by any Rating Agency, replace the Independent Managers with Independent Managers from an Approved ID Provider other than to a de minimis extentGlobal Securitization Services LLC. (c) If, at the time a one or more Disclosure Document is Documents are being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower (including any guarantor or other Person that is directly or indirectly committed by contract or otherwise to make payments on all or a part of the Loan) collectively, or the Properties alone or the Properties and Related Properties collectively, will be a Significant Obligor, Borrower shall, at Lender’s expense, shall furnish to Lender upon reasonable request the following financial information: (i) the selected financial data or, if applicable, Net Operating Income, required under Item 1112(b)(1) of Regulation AB, if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, Loans as of the cut-off date for such SecuritizationSecuritization may, may or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included included, as applicable, in the Securitization, net operating income for Securitization or (ii) the Properties and the Related Properties for the most recent Fiscal Year and interim period as financial statements required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k1112(b)(2) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of Regulation S-K and Item 1112(b)(1) of Regulation AB), or (ii) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, Loans as of the cut-off date for such SecuritizationSecuritization may, may or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included included, as applicable, in the Securitization, the financial statements . Notwithstanding anything in respect of each Individual Owner and its respective Properties required under Item 1112(b)(2) of Regulation AB (which includes, but may not be limited to, a balance sheet with respect Section 4.1.6 hereof to the entity that Lender reasonably determines to be a Significant Obligor) for the two most recent Fiscal Years and applicable interim periodscontrary, meeting the requirements of Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to the Properties for the three most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-02 of Regulation S-X. (d) Further, if reasonably requested by Lender, Borrower shall, promptly at Lender’s expense, furnish to Lender such financial data or financial statements meeting the requirements of Item 1112(b)(1shall be furnished to Lender (A) or within twenty (220) of Regulation AB, as specified by Lender, for any tenant of any Individual Property (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) if, in connection with a Securitization, Business Days after notice from Lender expects there to be, as of the cutoff date for such Securitization, a concentration with respect to such tenant or group of Affiliated tenants within all of the loans included or expected to be included in the Securitization such that such tenant or group of Affiliated tenants would constitute a Significant Obligor. Borrower shall, at Lender’s expense, use commercially reasonable efforts to furnish to Lender, in connection with the preparation of the Disclosure Documents for the Securitization, (B) not later than forty-five (45) days after the end of each fiscal quarter of Borrower and on an ongoing basis(C) not later than ninety (90) days after the end of each fiscal year of Borrower; provided, however, that Borrower shall not be obligated to furnish financial data and/or or financial statements pursuant to clauses (B) or (C) of this sentence with respect to such tenants meeting (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only any period for so long as such entity or entities are which a Significant Obligor and either (x) filings filing pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) are required is not required. If requested by Lender and to be made under applicable the extent not prohibited by any Legal Requirements Requirement, Lease or (y) comparable information is required other agreement, Borrower shall furnish to otherwise be “available” to holders Lender financial data and/or financial statements for any tenant of any of the Securities under Regulation AB or applicable Legal Requirements. (e) If Properties if, in connection with a Securitization, Lender reasonably determines in good faith that Borrower alone or Borrower and one or more Affiliates of Borrower collectivelyexpects there to be, or the Properties alone or the Properties and Related Properties collectively, are a Significant Obligor, then Borrower shall, at Lender’s expense, furnish to Lender, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) Exchange Act Filings are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (f) Any financial data or financial statements provided pursuant to this Section 9.1 shall be furnished at Lender’s expense to Lender within the following time periods: (i) with respect to information requested in connection with such tenant or group of affiliated tenants, a concentration within all of the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from Lender; and (ii) with respect to ongoing information required under Section 9.1(d) and (e) above, (1) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (2) not later than seventy-five (75) days after the end of each Fiscal Year of Borrower. (g) If reasonably requested by Lender, Borrower shall, at Lender’s expense, provide Lender, promptly following Lender’s reasonable request therefor, with any other mortgage loans included or additional financial statements, or financial, statistical or operating information, as Lender shall reasonably determine expected to be required pursuant to Regulation S-K or Regulation S-Xincluded, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements identified by Lender and relating to a Securitization or as shall otherwise be reasonably requested by Lender or, in the case Securitization such that such tenant or group of affiliated tenants would constitute a private securitization such statements or information as Lender shall reasonably determine to be necessary to be includedSignificant Obligor. (h) If requested by Lender, whether in connection with a Securitization or at any time thereafter during which the Loan and any Related Loans are included in a Securitization, Borrower shall provide Lender, promptly upon request, a list of tenants (including all affiliates of such tenants) that in the aggregate (1) occupy 10% or more (but less than 20%) of the total floor area of the improvements or represent 10% or more (but less than 20%) of aggregate base rent, and (2) occupy 20% or more of the total floor area of the improvements or represent 20% or more of aggregate base rent. (id) All financial data and financial statements provided by Borrower or Leasehold Pledgor hereunder pursuant to this Section 9.1(c), ) and (d), (e) or (f) hereof shall be prepared in accordance with the Uniform System of Accounts and reconciled in accordance with GAAP (or otherwise in accordance with an Acceptable Approved Accounting Method) , and shall meet the applicable requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, AB and other applicable Legal Requirementslegal requirements. All financial statements provided by Borrower pursuant referred to clause (cin Section 9.1(c) or (d) relating to a Fiscal Year above shall be audited by Independent Accountants independent accountants of Borrower acceptable to Lender in accordance with GAAP, Regulation S-X or Regulation S-K, as applicable, Regulation AB, AB and all other applicable Legal Requirementslegal requirements, shall be accompanied by the manually executed report of the Independent Accountants independent accountants thereon, which report shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, AB and all other applicable Legal Requirementslegal requirements, and shall be further accompanied by a manually executed written consent of the Independent Accountantsindependent accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such Independent Accountants independent accountants and the reference to such Independent Accountants independent accountants as “experts” in any Disclosure Document and Exchange Act Filing (or comparable information is required to otherwise be available to holders of the Securities under Regulation AB or applicable Legal Requirements)Filing, all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial data and financial statements of the (audited or unaudited) provided by Borrower under Section 9.1(c) hereof shall be certified accompanied by the chief financial officer of Borrower, an Officer’s Certificate which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraphSection 9.1(d). (je) If reasonably requested by Lender, Borrower shall review provide Lender, promptly upon request, with any information regarding the Propertiesother or additional financial statements, tenantsor financial, Borrowerstatistical or operating information, Leasehold Pledgoras Lender shall determine to be required pursuant to Regulation AB or any amendment, Owner, Operating Lessee and Guarantors which is contained modification or replacement thereto or other legal requirements in connection with any Disclosure Document or any Exchange Act Filing or as shall otherwise be reasonably requested by Lender. (including any interim drafts thereof f) In the event Lender determines, in connection with a Securitization, that the financial data and any amendments or supplements thereto) financial statements required in order to confirm that to its knowledgecomply with Regulation AB or any amendment, no such Disclosure Document contains any untrue statement modification or replacement thereto or other legal requirements are other than as provided herein, then notwithstanding the provisions of a material fact or omits any material fact necessary to make the statements made thereinSection 9.1(c) and (d) hereof, in the light of the circumstances under which they were made, not misleadingLender may request, and to the extent any such Disclosure Document contains any such material misstatements or omissions to correct any such material misstatements or omissions within five (5) Business Days following Borrower’s receipt thereof. Borrower shall not promptly provide, such other financial statements as Lender determines to be liable hereunder necessary or appropriate for any material misstatement or omission contained in the Disclosure Document due to Lender’s failure to incorporate Borrower’s requested changes or modificationssuch compliance. (kg) For Notwithstanding anything herein to the contrary, Lender hereby agrees that Lender shall prohibit LNR and Rialto from acting as special servicer in the Securitization of all purposes under this Agreement, if or any Securities are offered pursuant to a “private” Securitization pursuant to an exemption under Rule 144A or Regulation D under the Securities Act, the provisions of Regulation AB, Regulation S-K, Regulation S-X and any other disclosure provisions portion of the Securities Act and/or Exchange Act, as applicable, shall be deemed to apply to such “private” Securitization as if such offering of Securities were being conducted pursuant to a registered public offering under the Securities ActLoan.

Sale of Loan and Securitization. (a) Lender shall have the right, at Lender’s cost and without the consent of Borrower, any Guarantor or any Affiliate of Borrower or any Guarantor, (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan, or (iii) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization. The transactions referred to in clauses (i), . (ii) and (iii) are each hereinafter referred to as a “Secondary Market Transaction” and the transactions referred to in clause (iii) shall hereinafter be referred to as a “Securitization”. Any certificates, notes or other securities issued in connection with a Secondary Market Transaction are hereinafter referred to as “Securities”). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. (b) If requested by Lender, Borrower and Leasehold Pledgor shall use commercially reasonable efforts to and shall cause Guarantors to use commercially reasonable efforts to assist Lender, at Lender’s expense, in satisfying the market standards to which Lender customarily adheres or which may be required by prospective investors, the Rating Agencies, applicable Legal Requirements and/or otherwise in the marketplace in connection with any Secondary Market Transactions, and shall in any event upon Lender’s request, at Lender’s expense: (i) (A) provide updated financial and other customary information with respect to the Properties, the business operated at the Properties, Owner, Operating Lessee, Borrower, Leasehold Pledgor Borrower and each Manager, including, without limitation, the information set forth on Exhibit A attached hereto, (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each tenant) relating to the Properties, and (C) provide updated appraisals, market studies, property condition reports and other due diligence investigations of the Properties (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) cause counsel to provide legal opinions of counsel, which may be relied upon by Lender, trustee in any Securitization, underwriters, NRSROs and their respective counsel, agents and representatives, as to non-consolidation, matters of Delaware and federal bankruptcy law relating to limited partners and/or limited liability companies, any other matters covered in the opinions delivered to Lender at Closing or as required by the Rating Agencies with respect to the Properties, the Loan Documents, Owner, Operating Lessee, Owner and Borrower and Leasehold Pledgor and their respective its Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and satisfactory to the Rating Agencies; and (iii) execute amendments to the Loan Documents and Borrower’s and Leasehold Pledgor’s organizational documents requested by Lender; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate as set forth herein on in the Note, (B) change the outstanding principal balance of the Loan, (C) require Borrower to make or remake any representations or warranties, (D) require principal amortization of the Loan (other than repayment in full on the Maturity Date), (E) change any Stated Maturity Date or (F) otherwise increase the obligations or reduce the rights of Borrower or any Guarantor under the Loan Documents other than to a de minimis extentDocuments. (c) If, at the time a Disclosure Document is being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower (including any guarantor or other Person that is directly or indirectly committed by contract or otherwise to make payments on all or a part of the Loan) collectively, or the Properties alone or the Properties and Related Properties collectively, will be a Significant Obligor, Borrower shall, at Lender’s expense, furnish to Lender upon reasonable request the following financial information: (i) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all loans included or expected to be included in the Securitization, net operating income for the Properties and the Related Properties for the most recent Fiscal Year and interim period as required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of Regulation S-K and Item 1112(b)(1) of Regulation AB), or (ii) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed twenty percent (20%) of the aggregate principal amount of all loans included or expected to be included in the Securitization, the financial statements in respect of each Individual Owner and its respective Properties required under Item 1112(b)(2) of Regulation AB (which includes, but may not be limited to, a balance sheet with respect to the entity that Lender reasonably determines to be a Significant Obligor) for the two most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to the Properties for the three most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-02 of Regulation S-X. (d) Further, if reasonably requested by Lender, Borrower shall, promptly at Lender’s expense, furnish to Lender financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, for any tenant of any Individual Property (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) if, in connection with a Securitization, Lender expects there to be, as of the cutoff date for such Securitization, a concentration with respect to such tenant or group of Affiliated tenants within all of the loans included or expected to be included in the Securitization such that such tenant or group of Affiliated tenants would constitute a Significant Obligor. Borrower shall, at Lender’s expense, use commercially reasonable efforts to furnish to Lender, in connection with the preparation of the Disclosure Documents and on an ongoing basis, financial data and/or financial statements with respect to such tenants meeting (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) filings pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (e) If Lender reasonably determines in good faith that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties alone or the Properties and Related Properties collectively, are a Significant Obligor, then Borrower shall, at Lender’s expense, furnish to Lender, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) Exchange Act Filings are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (f) Any financial data or financial statements provided pursuant to this Section 9.1 shall be furnished at Lender’s expense to Lender within the following time periods: (i) with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from Lender; and (ii) with respect to ongoing information required under Section 9.1(d) and (e) above, . (1) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (2) not later than seventy-five (75) days after the end of each Fiscal Year of Borrower. (g) If reasonably requested by Lender, Borrower shall, at Lender’s expense, provide Lender, promptly following Lender’s reasonable request therefor, with any other or additional financial statements, or financial, statistical or operating information, as Lender shall reasonably determine to be required pursuant to Regulation S-K or Regulation S-X, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements identified by Lender and relating to a Securitization or as shall otherwise be reasonably requested by Lender or, in the case of a private securitization such statements or information as Lender shall reasonably determine to be necessary to be included. (h) If requested by Lender, whether in connection with a Securitization or at any time thereafter during which the Loan and any Related Loans are included in a Securitization, Borrower shall provide Lender, promptly upon request, a list of tenants (including all affiliates of such tenants) that in the aggregate (1) occupy 10% or more (but less than 20%) of the total floor area of the improvements or represent 10% or more (but less than 20%) of aggregate base rent, and (2) occupy 20% or more of the total floor area of the improvements or represent 20% or more of aggregate base rent. (i) All financial statements provided by Borrower or Leasehold Pledgor pursuant to this Section 9.1(c), . (d), (e) or (f) shall be prepared in accordance with the Uniform System of Accounts and reconciled in accordance with GAAP (or otherwise in accordance with an Acceptable Accounting Method) GAAP, and shall meet the applicable requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and other applicable Legal Requirements. All financial statements provided by Borrower pursuant to clause (c) or (d) relating to a Fiscal Year shall be audited by Independent Accountants in accordance with GAAP, Regulation S-X or Regulation S-K, as applicable, Regulation AB, and all other applicable Legal Requirements, shall be accompanied by the manually executed report of the Independent Accountants thereon, which report shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and all other applicable Legal Requirements, and shall be further accompanied by a manually executed written consent of the Independent Accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such Independent Accountants and the reference to such Independent Accountants as “experts” in any Disclosure Document and Exchange Act Filing (or comparable information is required to otherwise be available to holders of the Securities under Regulation AB or applicable Legal Requirements), all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial statements of the Borrower shall be certified by the chief financial officer of Borrower, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraph. (j) If reasonably requested by Lender, Borrower shall review any information regarding the Properties, tenants, Borrower, Leasehold Pledgor, Owner, Operating Lessee and Guarantors which is contained in any Disclosure Document (including any interim drafts thereof and any amendments or supplements thereto) in order to confirm that to its knowledge, no such Disclosure Document contains any untrue statement of a material fact or omits any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and to the extent any such Disclosure Document contains any such material misstatements or omissions to correct any such material misstatements or omissions within five (5) Business Days following Borrower’s receipt thereof. Borrower shall not be liable hereunder for any material misstatement or omission contained in the Disclosure Document due to Lender’s failure to incorporate Borrower’s requested changes or modifications. (k) For all purposes under this Agreement, if any Securities are offered pursuant to a “private” Securitization pursuant to an exemption under Rule 144A or Regulation D under the Securities Act, the provisions of Regulation AB, Regulation S-K, Regulation S-X and any other disclosure provisions of the Securities Act and/or Exchange Act, as applicable, shall be deemed to apply to such “private” Securitization as if such offering of Securities were being conducted pursuant to a registered public offering under the Securities Act.

Sale of Loan and Securitization. (a) Lender shall have the right, at Lender’s cost and without the consent of Borrower, any Guarantor or any Affiliate of Borrower or any Guarantor, right (i) to sell sell, assign, pledge or otherwise transfer the Loan or any portion thereof as a whole loanor interest therein to any Person, (ii) to sell participation interests in the LoanLoan to any Person, or (iii) to securitize the Loan or any portion thereof or interest therein in a one or more private or public single asset securitization or a pooled loan securitizationsecuritizations. (The transactions referred to in clauses (i), (ii) and (iii) are each hereinafter referred to as a “Secondary Market Transaction” and the transactions referred to in clause (iii) shall hereinafter be referred to as a “Securitization”. Any certificates, notes or other securities issued in connection with a Secondary Market Transaction Securitization are hereinafter referred to as “Securities”). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. (b) If requested by Lender, Borrower and Leasehold Pledgor shall use commercially reasonable efforts to and shall cause Guarantors to use commercially reasonable efforts to assist Lender, at Lender’s expense, Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by prospective investors, the Rating Agencies, Agencies or applicable Legal Requirements and/or otherwise in the marketplace in connection with any Secondary Market Transactions, and shall in any event upon Lender’s request, at Lender’s expenseincluding to: (i) (A) provide updated financial and other customary information with respect to the PropertiesProperty, the business operated at the Properties, Owner, Operating LesseeProperty, Borrower, Leasehold Pledgor Guarantor, any Affiliate of Borrower or Guarantor, Property Manager and each Intermediate Manager, including, without limitation, the information set forth on Exhibit A Schedule VI attached hereto, (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each tenantTenant) relating to the PropertiesProperty, and (C) provide updated appraisals, market studies, environmental reviews (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of the Properties Property (the information referred to in clauses (A), (B) and (C) shall hereinafter be referred to collectively as “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors auditors, certificates of third party service providers or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) cause counsel to provide legal opinions of counsel, which may be relied upon by Lender, trustee in those Rating Agencies engaged to rate any SecuritizationSecuritization involving all or any portion of the Loan, underwritersthe respective successors and assigns of Lender, NRSROs and their respective counsel, agents and representatives, as to bankruptcy non-consolidationconsolidation and true sale, matters of Delaware and federal bankruptcy law relating to limited partners and/or limited liability companies, or any other matters covered opinion customary in the opinions delivered to Lender at Closing Secondary Market Transactions or as required by the Rating Agencies with respect to the PropertiesProperty, the Loan DocumentsBorrower, Owner, Operating Lessee, Guarantor and any Affiliate of Borrower and Leasehold Pledgor and their respective Affiliatesor Guarantor, which counsel and opinions shall be reasonably satisfactory to Lender and satisfactory to the Rating Agencies; andAgencies in their sole discretion; (iii) provide updated (as of the closing date of any Secondary Market Transaction) representations and warranties made in the Loan Documents, with applicable exceptions related to changes in facts since the date of Closing; (iv) subject to Section 9.3, execute modifications and amendments to the Loan Documents and Borrower’s and Leasehold Pledgor’s organizational documents requested by Lenderas Lender may reasonably require or the Rating Agencies may require, including, without limitation, the addition of one or more Independent Directors pursuant to the terms and provisions of Schedule III attached hereto; (v) provide access to, and conduct tours of, the Property; provided, however, that Borrower shall not be required and (vi) provide certifications or other evidence of reliance acceptable to modify or amend any Loan Document if such modification or amendment would (A) change Lender and the interest rate as set forth herein on Rating Agencies with respect to third party reports and other information obtained in connection with the Note, (B) change the outstanding principal balance of the Loan, (C) require Borrower to make or remake any representations or warranties, (D) require principal amortization origination of the Loan or any Updated Information. (other than repayment in full c) Borrower agrees that (i) Lender may disclose any information relating to Property, the business operated at the Property, Borrower, Guarantor, any Affiliate of Borrower or Guarantor, Property Manager, Intermediate Manager, the Loan (including information provided by or on the Maturity Date), (E) change any Stated Maturity Date or (F) otherwise increase the obligations or reduce the rights behalf of Borrower or any Guarantor under of its Affiliates to Lender) to any Person (including, but not limited to, investors or prospective investors in the Loan Documents Securities, the NRSROs, investment banking firms, accounting firms, law firms and other than third-party advisory and service providers relating to a de minimis extentSecuritization) actually or potentially involved in or related to any Secondary Market Transaction or any other Person reasonably requesting such information in connection with a Secondary Market Transaction and (ii) the findings and conclusions of any third-party due diligence report obtained by Lender or other Indemnified Persons may be made publicly available if required, and in the manner prescribed, by applicable Legal Requirements. (cd) If, at the time a Disclosure Document is being prepared for a Securitization, Lender expects reasonably determines that Borrower alone or Borrower and one or more Affiliates of Borrower (including any guarantor or other Person that is directly or indirectly committed by contract or otherwise to make payments on all or a part of the Loan) collectively, or the Properties Property alone or the Properties Property and Related Properties collectively, will be a Significant Obligor, Borrower shall, at Lender’s expense, shall furnish to Lender Lender, upon reasonable request the following financial information: (i) if Lender reasonably expects determines that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, net operating income for the Properties Property and the Related Properties for the most recent Fiscal Year fiscal year and interim period as required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of Regulation S-K and Item 1112(b)(1) of Regulation AB), or (ii) if Lender reasonably expects determines that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, the financial statements in respect of each Individual Owner and its respective Properties required under Item 1112(b)(2) of Regulation AB (which includes, but may not be limited to, a balance sheet with respect to the entity that Lender reasonably determines to be a Significant Obligor) Obligor for the two most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to the Properties Property for the three most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-02 of Regulation S-X.X (or if Lender determines that the Property is the Significant Obligor and the Property (other than properties that are hotels, nursing homes, or other properties that would be deemed to constitute a business and not real estate under Regulation S-X or other Legal Requirements) was acquired from an unaffiliated third party and the other conditions set forth in Rule 3-14 of Regulation S-X have been met, the financial statements required by Rule 3-14 of Regulation S-X)). (de) Further, if reasonably requested by Lender, Borrower shall, promptly at upon Lender’s expenserequest, furnish to Lender financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, for any tenant of any Individual Property (if available and not subject to requirements of confidentiality under the terms Tenant of the applicable Lease) Property if, in connection with a Securitization, Lender expects there to be, as of the cutoff date for such Securitization, a concentration with respect to such tenant Tenant or group of Affiliated tenants Tenants within all of the mortgage loans included or expected to be included in the Securitization such that such tenant Tenant or group of Affiliated tenants Tenants would constitute a Significant Obligor. Borrower shall, at Lender’s expense, use commercially reasonable efforts to shall furnish to Lender, in connection with the preparation of the Disclosure Documents and on an ongoing basis, financial data and/or financial statements with respect to such tenants Tenants meeting (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (xi) filings pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) Filings are required to be made under applicable Legal Requirements or (yii) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (ef) If Lender reasonably determines in good faith that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties Property alone or the Properties Property and Related Properties collectively, are a Significant Obligor, then Borrower shall, at Lender’s expense, shall furnish to Lender, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (xi) Exchange Act Filings are required to be made under applicable Legal Requirements or (yii) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (fg) Any financial data or financial statements provided pursuant to this Section 9.1 shall be furnished at Lender’s expense to Lender within the following time periods: (i) with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from Lender; and (ii) with respect to ongoing information required under Section 9.1(d9.1(e) and (ef) above, (1) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (2) not later than seventy-five (75) days after the end of each Fiscal Year of Borrower. (gh) If reasonably requested by Lender, Borrower shall, at Lender’s expense, shall provide Lender, promptly promptly, and in any event within three (3) Business Days following Lender’s reasonable request therefor, with any other or additional financial statements, or financial, statistical or operating information, as Lender shall reasonably determine to be required pursuant to Regulation S-K or Regulation S-X, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements identified by Lender and relating to a Securitization or as shall otherwise be reasonably requested by Lender or, in the case of a private securitization such statements or information as Lender shall reasonably determine to be necessary to be includedLender. (hi) If requested by Lender, whether in connection with a Securitization or at any time thereafter during which the Loan and any Related Loans are included in a Securitization, Borrower shall provide Lender, promptly upon request, a list of tenants Tenants (including all affiliates of such tenantsTenants) that in the aggregate (1) occupy ten percent (10% %) or more (but less than twenty percent (20%)) of the total floor area of the improvements or represent ten percent (10% %) or more (but less than twenty percent (20%)) of aggregate base rent, and (2) occupy twenty percent (20% %) or more of the total floor area of the improvements or represent twenty percent (20% %) or more of aggregate base rent. (ij) All financial statements provided by Borrower or Leasehold Pledgor pursuant to this Section 9.1(c), (d9.1(d), (e), (f) or (fg) shall be prepared in accordance with the Uniform System of Accounts and reconciled in accordance with GAAP (or otherwise in accordance with an Acceptable Accounting Method) GAAP, and shall meet the applicable requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and other applicable Legal Requirements. All financial statements provided by Borrower pursuant to clause (c) or (d) relating to a Fiscal Year shall shall, if necessary in order to satisfy the requirements of such regulations, be audited by Independent Accountants independent accountants of Borrower acceptable to Lender in accordance with GAAPgenerally accepted auditing standards, Regulation S-X or Regulation S-K, as applicable, Regulation AB, and all other applicable Legal Requirements, shall be accompanied by the manually executed report of the Independent Accountants independent accountants thereon, which report shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and all other applicable Legal Requirements, and shall be further accompanied by a manually executed written consent of the Independent Accountantsindependent accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such Independent Accountants independent accountants and the reference to such Independent Accountants independent accountants as “experts” in any Disclosure Document and Exchange Act Filing (or comparable information is required to otherwise be available to holders of the Securities under Regulation AB or applicable Legal Requirements), all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial statements of the Borrower shall be certified by the chief financial officer of Borrower, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraph. (j) If reasonably requested by Lender, Borrower shall review any information regarding the Properties, tenants, Borrower, Leasehold Pledgor, Owner, Operating Lessee and Guarantors which is contained in any Disclosure Document (including any interim drafts thereof and any amendments or supplements thereto) in order to confirm that to its knowledge, no such Disclosure Document contains any untrue statement of a material fact or omits any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and to the extent any such Disclosure Document contains any such material misstatements or omissions to correct any such material misstatements or omissions within five (5) Business Days following Borrower’s receipt thereof. Borrower shall not be liable hereunder for any material misstatement or omission contained in the Disclosure Document due to Lender’s failure to incorporate Borrower’s requested changes or modifications. (k) For all purposes under this Agreement, if any Securities are offered pursuant to a “private” Securitization pursuant to an exemption under Rule 144A or Regulation D under the Securities Act, the provisions of Regulation AB, Regulation S-K, Regulation S-X and any other disclosure provisions of the Securities Act and/or Exchange Act, as applicable, shall be deemed to apply to such “private” Securitization as if such offering of Securities were being conducted pursuant to a registered public offering under the Securities Act.

Sale of Loan and Securitization. (a) Lender shall have the right, at Lender’s cost and without the consent of Borrower, any Guarantor or any Affiliate of Borrower or any Guarantor, right (i) to sell or otherwise transfer the Loan as a whole loan or sell or otherwise transfer any portion thereof as a whole loanor any interest therein, (ii) to sell participation interests in the Loan, or (iii) to securitize the Loan or any portion thereof or any interest therein in one or more private or public securitizations or in a single asset securitization or a pooled loan securitizationCDO. (The transactions referred to in clauses (i), (ii) and (iii) are each hereinafter referred to as a “"Secondary Market Transaction” " and the transactions transaction referred to in clause (iii) shall hereinafter be referred to as a “"Securitization”. ." Any certificates, notes or other securities issued in connection with a Secondary Market Transaction Securitization are hereinafter referred to as “"Securities”).") Within a reasonable period of time following any Secondary Market Transaction whereby the party acting as "Lender" hereunder shall have been replaced by a successor entity, Lender shall provide notice to Borrower of such Secondary Market Transaction, which notice shall include the identity of such successor entity acting as "Lender" hereunder and such successor entity's address for notices hereunder. At Lender’s electionNotwithstanding anything herein to the contrary, each note and/or component comprising in no event shall Lender sell or otherwise transfer all or any portion of the Loan may be subject or sell any participation interests in the Loan to one any Prohibited Lender Entity without the consent of Borrower; provided, however, that the foregoing prohibition shall not in any way restrict the purchase of Securities in connection with a Securitization of the Loan (or more Secondary Market Transactionsany portion thereof or interest therein) by a Prohibited Lender Entity and no such purchase by any Prohibited Lender Entity shall constitute a violation of the provisions of this Agreement. (b) If requested by Lender, Borrower and Leasehold Pledgor shall use commercially reasonable efforts to and shall cause Guarantors to use commercially reasonable efforts to assist Lender, at Lender’s expense, Lender in satisfying the market standards to which Lender customarily adheres or which may be required in the marketplace, by prospective investors, the Rating Agencies, applicable Agencies or by any Legal Requirements and/or otherwise in the marketplace in connection with any Secondary Market TransactionsTransactions (including any Exchange Act Filings or any report that is required to be made "available" to holders of the Securities under Regulation AB or applicable Legal Requirements), and shall in any event upon Lender’s requestincluding, at Lender’s expensewithout limitation, to: (i) (A) provide or cause Mortgage Borrower to provide updated financial and other customary information with respect to the PropertiesCollateral, the Property, the business operated at the PropertiesProperty, Owner, Operating LesseeMortgage Borrower, Borrower, Leasehold Pledgor Guarantor, any Affiliate of Borrower or Guarantor and each Manager, Manager (including, without limitation, the information set forth on Exhibit A attached Schedule V hereto), (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each tenantTenant) relating to the Properties, Property and (C) provide updated appraisals, market studies, environmental audits, reviews and reports (Phase I's and, if appropriate, Phase II' s ), property condition reports and other due diligence investigations of the Properties Property (the “information required under clauses (A), (B) and (C) shall hereinafter be referred to collectively as the "Updated Information”"), together, if customary, together with appropriate verification of the Updated Information through letters of auditors auditors, certificates of third party providers or opinions of counsel reasonably acceptable to Lender and the Rating Agencies;. (ii) cause counsel to provide legal opinions of counsel, which may be relied upon by Lender, any trustee in any Securitization, underwriters, a Securitization and the NRSROs and their respective counsel, agents and representatives, as to bankruptcy non-consolidation, matters of Delaware fraudulent conveyance, and federal bankruptcy law relating to limited partners and/or limited liability companies, ''true sale" or any other matters covered opinion customary in the opinions delivered to Lender at Closing Secondary Market Transactions or as required by the Rating Agencies with respect to the PropertiesProperty, the Loan DocumentsCollateral, OwnerMortgage Borrower, Operating LesseeBorrower, Guarantor and any Affiliate of Mortgage Borrower, Borrower and Leasehold Pledgor and their respective Affiliatesor Guarantor, which counsel and opinions shall be satisfactory to Lender. and the Rating Agencies; (iii) provide, and cause to be provided, updated representations and warranties made in the Loan Documents and make, and cause to be made, such additional representations and warranties as may be requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof; (iv) subject in all cases to the applicable provisions of Section 9.3 hereof, execute, and cause to be executed, such amendments, replacements or other modifications to Mortgage Borrower's or Borrower's Organizational Documents or the Loan Documents as may be reasonably requested by Lender and/or the Rating Agencies or otherwise to effect the Secondary Market Transactions. (v) attend management meetings, provide access to the Property and conduct tours of the Property; and (vi) provide, and cause to be provided, certificates or other evidence of reliance satisfactory to Lender and satisfactory to the Rating Agencies; and (iii) execute amendments Agencies with respect to any information or third party reports obtained in connection with the Loan Documents and Borrower’s and Leasehold Pledgor’s organizational documents requested by Lender; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate as set forth herein on in the Note, (B) change the outstanding principal balance of the Loan, (C) require Borrower to make or remake any representations or warranties, (D) require principal amortization origination of the Loan (other than repayment in full on the Maturity Date)or any Updated Information from Mortgage Borrower, (E) change Borrower, Guarantor, any Stated Maturity Date or (F) otherwise increase the obligations or reduce the rights Affiliate of Mortgage Borrower, Borrower or Guarantor, Manager and any Guarantor under the Loan Documents accountants, appraisers, engineers, environmental assessment experts and other than to a de minimis extentexperts or third party providers of such information, reports or Updated Information. (c) If, at the time a one or more Disclosure Document is Documents are being prepared for or in connection with a Securitization, Lender reasonably expects that Borrower alone or Borrower and one or more Affiliates of Borrower (including any guarantor or other Person that is directly or indirectly committed by contract or otherwise to make payments on all or a part of the Loan) collectively, or the Properties Property alone or the Properties Property and Related Properties collectively, will be a Significant Obligor, Borrower shall, at Lender’s expense, shall furnish to Lender upon reasonable request the following financial information: (i) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all loans included or expected to be included in the Securitization, net operating income for the Properties Property and the Related Properties for the most recent Fiscal Year and interim period as required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of Regulation S-K and Item 1112(b)(1l 112(b)(l) of Regulation AB), or (ii) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed twenty percent (20%) of the aggregate principal amount of all loans included or expected to be included in the Securitization, the financial statements in respect of each Individual Owner and its respective Properties required under Item 1112(b)(21l12(b)(2) of Regulation AB (which includes, but may not be limited to, a balance sheet with respect to the entity that Lender reasonably determines to be a Significant Obligor) Obligor for the two most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to the Properties Property for the three most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-02 of Regulation S-X.X (or if Lender determines that the Property is the Significant Obligor and the Property (other than properties that are hotels, nursing homes, or other properties that would be deemed to constitute a business and not real estate under Regulation S-X or other legal requirements) was acquired from an unaffiliated third party and the other conditions set forth in Rule 3-14 of Regulation SX have been met, the financial statements required by Rule 3-14 of Regulation S-X)). (d) Further, if reasonably requested by Lender, Borrower shall, promptly at upon Lender’s expense's request, furnish to Lender financial fmancial data or financial statements meeting the requirements of Item 1112(b)(11112(b )(1) or (2) of Regulation AB, as specified by Lender, for any tenant of any Individual the Property (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) if, in connection with a Securitization, Lender reasonably expects there to be, as of the cutoff cut-off date for such Securitization, a concentration with respect to such tenant or group of Affiliated tenants within all of the loans included or expected to be included in the Securitization such that such tenant or group of Affiliated tenants would constitute a Significant Obligor. Borrower shall, at Lender’s expense, use commercially reasonable efforts to shall furnish to Lender, if requested by Lender, and reasonably required in connection with the preparation of the Disclosure Documents and on an ongoing basisa Securitization as reasonably determined by Lender, financial data and/or financial or fmancial statements with respect to such tenants meeting (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) the requirements of Item 1112(b)(11l12(b )(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (xi) filings pursuant to the Exchange Exchang~ Act Filings in connection with or relating to the Securitization (an “Exchange Act Filing”) are required to be made under applicable Legal Requirements or (yii) comparable information is required to otherwise be “"available” " to holders of the Securities under Regulation AB or applicable Legal Requirements. (e) If Lender reasonably determines in good faith that Borrower alone or Borrower and one or more Affiliates of any Borrower collectively, or the Properties Property alone or the Properties Property and Related Properties collectively, are a Significant Obligor, then Borrower shall, at Lender’s expense, shall furnish to Lender, on an ongoing basisif requested by Lender, and reasonably required in connection with a Securitization as reasonably determined by Lender, selected financial data or financial fmancial statements meeting the requirements of Item 1112(b)(11112(b )(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (xi) Exchange Act Filings are required to be made under applicable Legal Requirements or (yii) comparable information is required to otherwise be “"available” " to holders of the Securities under Regulation AB or applicable Legal Requirements. (f) Any :financial data or financial statements provided pursuant to this Section 9.1 9 .1 shall be furnished at Lender’s expense to Lender within the following time periods: (i) with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from Lender; and (ii) with respect to ongoing information required under Section 9.1(dSections 9.l(d) and (e) above, (1A) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (2B) not later than seventy-five (75) days after the end of each Fiscal Year of Borrower. (g) If reasonably requested by Lender, Borrower shall, at Lender’s expense, provide Lender, promptly following Lender’s reasonable request therefor, with any other or additional All financial statements, or financial, statistical or operating information, as Lender shall reasonably determine to be required pursuant to Regulation S-K or Regulation S-X, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements identified by Lender data and relating to a Securitization or as shall otherwise be reasonably requested by Lender or, in the case of a private securitization such statements or information as Lender shall reasonably determine to be necessary to be included. (h) If requested by Lender, whether in connection with a Securitization or at any time thereafter during which the Loan and any Related Loans are included in a Securitization, Borrower shall provide Lender, promptly upon request, a list of tenants (including all affiliates of such tenants) that in the aggregate (1) occupy 10% or more (but less than 20%) of the total floor area of the improvements or represent 10% or more (but less than 20%) of aggregate base rent, and (2) occupy 20% or more of the total floor area of the improvements or represent 20% or more of aggregate base rent. (i) All financial statements provided by Mortgage Borrower or Leasehold Pledgor Borrower hereunder pursuant to this Section 9.1(cSections 9.l(c), (d), (e) or and (f) hereof shall be prepared in accordance with the Uniform System of Accounts and reconciled in accordance with GAAP (or otherwise in accordance with an Acceptable Accounting Method) GAAP, and shall meet the applicable requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and any and all other applicable Legal Requirements. All financial statements provided by Borrower pursuant to clause (c) or (d) relating to a Fiscal Year shall be audited by Independent Accountants independent accountants of Borrower reasonably acceptable to Lender in accordance with GAAPgenerally accepted auditing standards, Regulation S-X or Regulation S-K, as applicable, Regulation AB, and all other applicable Legal Requirements, shall be accompanied by the manually executed report of the Independent Accountants independent accountants thereon, which report shall meet the requirements of Regulation S-K SK or Regulation S-X, as applicable, Regulation AB, and all other applicable Legal Requirements, and shall be further accompanied by a manually executed written consent of the Independent Accountantsindependent accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and Document, any Exchange Act Filing or any report that is required to be made "available" to holders of the Securities under Regulation AB or applicable Legal Requirements and to the use of the name of such Independent Accountants independent accountants and the reference to such Independent Accountants independent accountants as “"experts” " in any Disclosure Document and Document, any Exchange Act Filing (or comparable information any report that is required to otherwise be available made "available" to holders of the Securities under Regulation AB or applicable Legal Requirements), all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial data and financial statements of the (audited or unaudited) provided by Mortgage Borrower or Borrower shall be certified accompanied by the chief financial officer of Borrower, an Officer's Certificate which certification shall state that such financial data and financial statements meet the requirements set forth in the first sentence of this paragraph. (jh) If In the event Lender reasonably determines, in connection with a Securitization, that financial statements and financial data required in order to comply with Regulation AB or any amendment, modification or replacement thereto or any other Legal Requirements are other than as provided herein, then notwithstanding the foregoing provisions of this Section 9.1, Lender may request, and Borrower shall promptly provide or cause to be provided, such other financial statements and financial data as Lender reasonably determines to be necessary or appropriate for such compliance. (i) Without limiting the generality of Section 9 .1 (h) above, if reasonably requested by Lender, Borrower shall review promptly provide or cause to be provided Lender any financial statements or financial, statistical, operating or other information as Lender shall reasonably determine to be required pursuant to Regulation AB or any amendment, modification or replacement thereto or any other Legal Requirements in connection with any Disclosure Document, any Exchange Act Filing or any report that is required to be made "available" to holders of the Securities under Regulation AB or applicable Legal Requirements or as shall otherwise be reasonably requested by Lender. (j) Borrower agrees that Lender may disclose any information regarding the Properties, tenants, relating to Borrower, Leasehold Pledgorits Affiliates, Ownerthe Property, Operating Lessee and Guarantors which is contained in the Collateral or any Disclosure Document aspect of the Loan (including information provided by or on behalf of Borrower or any interim drafts thereof of its Affiliates to Lender) to the parties requesting such information and, if applicable, the NRSROs in connection with any Secondary Market Transaction. Borrower also understands that the findings and conclusions of any amendments thirdparty due diligence report obtained by Lender or supplements thereto) in order to confirm that to its knowledgeother Securitization Indemnified Parties may be made publicly available if required, no such Disclosure Document contains any untrue statement of a material fact or omits any material fact necessary to make the statements made therein, and in the light manner prescribed, by Section 15E(s)(4)(A) of the circumstances under which they were madeExchange Act, not misleading, and to the extent any such Disclosure Document contains rules promulgated thereunder or any such material misstatements or omissions to correct any such material misstatements or omissions within five (5) Business Days following Borrower’s receipt thereof. Borrower shall not be liable hereunder for any material misstatement or omission contained in the Disclosure Document due to Lender’s failure to incorporate Borrower’s requested changes or modificationsother applicable Legal Requirements. (k) For In connection with Lender's efforts to effect any Secondary Market Transaction, all purposes under this Agreementreasonable out-of-pocket third party costs and expenses actually incurred by Borrower, if any Securities are offered Guarantor or their respective Affiliates pursuant to a “private” Securitization pursuant to an exemption under Rule 144A or Regulation D under the Securities Actthis Section 9 .1 (including, without limitation, the provisions of Regulation AB, Regulation S-K, Regulation S-X fees and any other disclosure provisions expenses of the Securities Act and/or Exchange Act, as applicable, Rating Agencies) in connection with any such Secondary Market Transaction shall be deemed to apply to reimbursed by Lender, and Borrower shall not be responsible for any of Lender's costs incurred in connection with any such “private” Securitization as if such offering of Securities were being conducted pursuant to a registered public offering under the Securities ActSecondary Market Transaction.

Sale of Loan and Securitization. (a) Lender shall have the right, at Lender’s cost and without the consent of Borrower, any Guarantor or any Affiliate of Borrower or any Guarantor, right (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan, Loan or (iii) to securitize the Loan or any portion thereof in a single one or more private or public single-asset securitization or a pooled pooled-loan securitizationsecuritizations. (The transactions referred to in clauses (i), (ii) and (iii) are each shall hereinafter be referred to collectively as a “Secondary Market TransactionTransactions” and the transactions transaction referred to in clause (iii) shall hereinafter be referred to as a “Securitization”. .” Any single- or multi-class certificates, notes or other securities issued in connection with a Secondary Market Transaction Securitization are hereinafter referred to as “Securities”). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. (b) If requested by Lender, Borrower and Leasehold Pledgor shall use commercially reasonable efforts to and shall cause Guarantors to use commercially reasonable efforts to assist Lender, at Lender’s expense, Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors, the Rating Agencies, applicable Legal Requirements and/or otherwise in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, and shall in any event upon Lender’s requestincluding, at Lender’s expensewithout limitation, to: (i) provide, or cause Mortgage Borrower to provide, (A) provide updated financial and other customary information with respect to the PropertiesProperty, the business operated at the Properties, Owner, Operating LesseeProperty, Borrower, Leasehold Pledgor Mortgage Borrower and each the Manager, including, without limitation, the information set forth on Exhibit A attached hereto, (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each tenant) relating to the Properties, Property or the Collateral and (C) provide updated appraisals, market studies, environmental reviews (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of the Properties Property (the “Updated Information”), together, if customary, together with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) cause counsel to provide legal opinions of counsel, which may be relied upon by Lender, trustee in any Securitization, underwriters, NRSROs the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, matters of Delaware fraudulent conveyance, and federal bankruptcy law relating to limited partners and/or limited liability companies, “true sale” or any other matters covered opinion customary in the opinions delivered to Lender at Closing Secondary Market Transactions or as required by the Rating Agencies with respect to the PropertiesProperty or the Collateral, the Loan Documents, Owner, Operating LesseeMortgage Borrower, Borrower and Leasehold Pledgor and their respective Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and satisfactory to the Rating Agencies; andprovided, however, all legal costs, fees and expenses of such opinions shall be evenly split between Borrower and Lender and payable by each of Borrower and Lender of its respective fifty percent (50%); (iii) attend management meetings and conduct tours of the Property; (iv) provide updated, as of the closing date of the Secondary Market Transaction, representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may require; and (v) execute such amendments to the Loan Documents and Borrower’s and Leasehold Pledgor’s organizational documents reasonably requested by Lender, including, without limitation, the modification of all operative dates (including, without limitation, the Monthly Payment Date, the Determination Date, the Interest Period, and the Maturity Date) under the Loan Documents by up to ten (10) days (such modification a “Re-Dating”), the execution of one or more replacement loan agreements, as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan (and such new notes or modified note shall have the same initial weighted average coupon of the original note, but such new notes or modified note may change the interest rate, Monthly Payment Date and amortization of the Loan), and modify the Cash Management Agreement with respect to the newly created components such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan; provided, however, that any such amendments or agreements will not materially alter the payment terms set forth in this Agreement or the other Loan Documents or materially and adversely affect Borrower or impose additional material obligations or liabilities upon Borrower. In connection with a Securitization, Borrower shall not be cooperate with Lender to implement any Re-Dating (including obtaining a modification of any Interest Rate Cap Agreement), and to satisfy all requirements of each of the Rating Agencies with respect to the Loan and the Securitization as required by this Section 9.1. If Borrower shall fail to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate cooperate with Lender as set forth herein on in this Section 9.1 within ten (10) Business Days of each initial request by Lender, Lender is hereby appointed as Borrower’s attorney in fact to execute any and all documents necessary to accomplish the NoteRe-Dating, including, without limitation, obtaining a modification of any Interest Rate Cap Agreement. For purposes of this subsection (B) change the outstanding principal balance of the Loan, (C) require Borrower to make or remake any representations or warranties, (D) require principal amortization of the Loan (other than repayment in full on the Maturity Datev), (E) change any Stated Maturity Date or (F) otherwise increase the obligations or reduce phrase “initial request” shall mean the rights of Borrower or any Guarantor under the Loan Documents other than initial request made by Lender with respect to a de minimis extent.particular issue with reasonable specificity and shall include all related issues arising directly or logically therefrom such that issues arising directly or logically therefrom shall not serve to extend the ten (10) Business Day deadline imposed pursuant to this subsection (v) (c) If, at the any time a one or more Disclosure Document is Documents are being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower (including any guarantor or other Person that is directly or indirectly committed by contract or otherwise to make payments on all or a part of the Loan) collectively, or the Properties Property alone or the Properties Property and Related Properties Property collectively, will be a Significant Obligor, Borrower shall, at Lender’s expense, shall furnish to Lender upon reasonable request the following financial information: (i) the selected financial data or, if applicable, Net Operating Income, required under Item 1112(b)(1) of Regulation AB, if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, Loans as of the cut-off date for such SecuritizationSecuritization may, may or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included included, as applicable, in the Securitization, net operating income for Securitization or (ii) the Properties and the Related Properties for the most recent Fiscal Year and interim period as financial statements required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k1112(b)(2) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of Regulation S-K and Item 1112(b)(1) of Regulation AB), or (ii) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, Loans as of the cut-off date for such SecuritizationSecuritization may, may or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included included, as applicable, in the Securitization, the financial statements in respect of each Individual Owner and its respective Properties required under Item 1112(b)(2) of Regulation AB (which includes, but may not be limited to, a balance sheet with respect to the entity that Lender reasonably determines to be a Significant Obligor) for the two most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to the Properties for the three most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-02 of Regulation S-X. (d) Further, if reasonably requested by Lender, Borrower shall, promptly at Lender’s expense, furnish to Lender . Such financial data or financial statements meeting the requirements of Item 1112(b)(1shall be furnished to Lender (A) or within ten (210) of Regulation AB, as specified by Lender, for any tenant of any Individual Property (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) if, in connection with a Securitization, Business Days after notice from Lender expects there to be, as of the cutoff date for such Securitization, a concentration with respect to such tenant or group of Affiliated tenants within all of the loans included or expected to be included in the Securitization such that such tenant or group of Affiliated tenants would constitute a Significant Obligor. Borrower shall, at Lender’s expense, use commercially reasonable efforts to furnish to Lender, in connection with the preparation of the Disclosure Documents for the Securitization, (B) not later than thirty (30) days after the end of each fiscal quarter of Borrower and on an ongoing basis(C) not later than seventy-five (75) days after the end of each fiscal year of Borrower; provided, however, that Borrower shall not be obligated to furnish financial data and/or or financial statements pursuant to clauses (B) or (C) of this sentence with respect to such tenants meeting (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only any period for so long as such entity or entities are which a Significant Obligor and either (x) filings filing pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (e) not required. If Lender reasonably determines in good faith that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties alone or the Properties and Related Properties collectively, are a Significant Obligor, then Borrower shall, at Lender’s expense, furnish to Lender, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) Exchange Act Filings are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (f) Any financial data or financial statements provided pursuant to this Section 9.1 shall be furnished at Lender’s expense to Lender within the following time periods: (i) with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from Lender; and (ii) with respect to ongoing information required under Section 9.1(d) and (e) above, (1) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (2) not later than seventy-five (75) days after the end of each Fiscal Year of Borrower. (g) If reasonably requested by Lender, Borrower shall, at Lender’s expense, provide Lender, promptly following Lender’s reasonable request therefor, with any other or additional financial statements, or financial, statistical or operating information, as Lender shall reasonably determine to be required pursuant to Regulation S-K or Regulation S-X, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements identified by Lender and relating to a Securitization or as shall otherwise be reasonably requested by Lender or, in the case of a private securitization such statements or information as Lender shall reasonably determine to be necessary to be included. (h) If requested by Lender, whether in connection with a Securitization or at any time thereafter during which the Loan and any Related Loans are included in a Securitization, Borrower shall provide Lender, promptly upon request, a list of tenants (including all affiliates of such tenants) that in the aggregate (1) occupy 10% or more (but less than 20%) of the total floor area of the improvements or represent 10% or more (but less than 20%) of aggregate base rent, and (2) occupy 20% or more of the total floor area of the improvements or represent 20% or more of aggregate base rent. (i) All financial statements provided by Borrower or Leasehold Pledgor pursuant to this Section 9.1(c), (d), (e) or (f) shall be prepared in accordance with the Uniform System of Accounts and reconciled in accordance with GAAP (or otherwise in accordance with an Acceptable Accounting Method) and shall meet the applicable requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and other applicable Legal Requirements. All financial statements provided by Borrower pursuant to clause (c) or (d) relating to a Fiscal Year shall be audited by Independent Accountants in accordance with GAAP, Regulation S-X or Regulation S-K, as applicable, Regulation AB, and all other applicable Legal Requirements, shall be accompanied by the manually executed report of the Independent Accountants thereon, which report shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and all other applicable Legal Requirements, and shall be further accompanied by a manually executed written consent of the Independent Accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such Independent Accountants and the reference to such Independent Accountants as “experts” in any Disclosure Document and Exchange Act Filing (or comparable information is required to otherwise be available to holders of the Securities under Regulation AB or applicable Legal Requirements), all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial statements of the Borrower shall be certified by the chief financial officer of Borrower, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraph. (j) If reasonably requested by Lender, Borrower shall review furnish to Lender financial data and/or financial statements for any information regarding tenant of the PropertiesProperty if, in connection with a Securitization, Lender expects there to be, with respect to such tenant or group of affiliated tenants, Borrower, Leasehold Pledgor, Owner, Operating Lessee and Guarantors which is contained in any Disclosure Document (including any interim drafts thereof and any amendments or supplements thereto) in order to confirm that to its knowledge, no such Disclosure Document contains any untrue statement of a material fact or omits any material fact necessary to make the statements made therein, in the light concentration within all of the circumstances under which they were made, not misleading, and mortgage loans included or expected to the extent any such Disclosure Document contains any such material misstatements or omissions to correct any such material misstatements or omissions within five (5) Business Days following Borrower’s receipt thereof. Borrower shall not be liable hereunder for any material misstatement or omission contained in the Disclosure Document due to Lender’s failure to incorporate Borrower’s requested changes or modifications. (k) For all purposes under this Agreement, if any Securities are offered pursuant to a “private” Securitization pursuant to an exemption under Rule 144A or Regulation D under the Securities Act, the provisions of Regulation AB, Regulation S-K, Regulation S-X and any other disclosure provisions of the Securities Act and/or Exchange Actincluded, as applicable, shall be deemed to apply to in the Securitization such “private” Securitization as if that such offering tenant or group of Securities were being conducted pursuant to affiliated tenants would constitute a registered public offering under the Securities ActSignificant Obligor.

Sale of Loan and Securitization. Subject to Sections 8.4 and 10.26 hereof: (a) Lender shall have the right, at Lender’s cost and without the consent of Borrower, any Guarantor or any Affiliate of Borrower or any Guarantor, : (i) to (A) sell or otherwise transfer the Loan or any portion thereof as a whole loan, (iiB) to sell participation interests in the Loan, or (iiiC) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization. (The transactions referred to in clauses (iA), (iiB) and (iiiC) are each hereinafter referred to as a “Secondary Market Transaction” and the transactions referred to in clause (iiiC) shall hereinafter be referred to as a “Securitization”. Any certificates, notes or other securities issued in connection with a Secondary Market Transaction Securitization are hereinafter referred to as “Securities”). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions.; and (ii) to reallocate the then-Outstanding Principal Balance of the Loan and the then-outstanding principal balance of the Senior Loan and/or reallocate the interest rate payable under the Loan and the Senior Loan and Borrower shall execute and deliver such modification documents as Lender shall reasonably require to evidence, reflect and effectuate such reallocation, provided that (a) the aggregate outstanding principal balance of the Loan and the Senior Loan after the effective date of such modification equals the aggregate of the Outstanding Principal Balance of the Loan and the Outstanding Principal Balance (as defined in the Senior Loan Agreement) of the Senior Loan immediately prior to such modification, (b) the weighted average interest rate of the Loan and the Senior Loan after the effective date of such modification equals the weighted average interest rate of the Loan and the Senior Loan immediately prior to such modification (except that the weighted average coupon may subsequently increase due to the application of Net Proceeds, the application of a partial prepayment in accordance with this Agreement, or during the occurrence of an Event of Default), and (c) the aggregate scheduled Debt Service payments on the Loan and the Senior Loan shall not increase. 75 Mezzanine Loan Agreement (b) If requested by Lender, Borrower and Leasehold Pledgor shall use commercially reasonable efforts to and shall cause Guarantors to use commercially reasonable efforts to assist Lender, at Lender’s expense, Lender in satisfying the market standards to which Lender customarily adheres or which may be required in the marketplace, by prospective investors, the Rating Agencies, applicable Legal Requirements and/or otherwise in the marketplace in connection with any Secondary Market Transactions, and shall in any event upon Lender’s request, at Lender’s expenseincluding to: (i) (A) provide updated financial and other customary information with respect to the Propertieseach Individual Property, the business operated at each Individual Property, Borrower , Senior Borrower and the Properties, Owner, Operating Lessee, Borrower, Leasehold Pledgor and each Manager, including, without limitation, the information set forth on Exhibit A B attached hereto, in each case, to the extent reasonably available to Borrower, Senior Borrower or Manager, provided Borrower shall not be required to provide any financial statements of Manager, (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each tenantTenant) relating to the Propertieseach Individual Property, and (C) provide assist and cooperate with Lender in obtaining updated appraisals, market studies, environmental reviews and reports (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of the Properties each Individual Property (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) cause counsel provide updates to provide legal opinions of counselcounsel delivered at closing, which may be relied upon by Lender, trustee in any Securitization, underwriters, NRSROs and their respective counsel, agents and representatives, as to non-consolidation, matters of Delaware and federal bankruptcy law relating to limited partners and/or limited liability companies, any other matters covered in the opinions delivered to Lender at Closing or as required by the Rating Agencies with respect to the Properties, the Loan Documents, Owner, Operating Lessee, Borrower and Leasehold Pledgor and their respective Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and satisfactory to the Rating Agencies; and (iii) execute amendments to the Loan Documents and Borrower’s and Leasehold Pledgor’s organizational documents requested by Lender; provided, howeverthat, that Borrower shall not be required to modify or amend have its legal counsel deliver “10b-5” opinions in connection with any Securitization; (iii) provide updated, as of the closing date of any Secondary Market Transaction, representations and warranties made in the Loan Document if such modification or amendment would Documents; and (iv) (A) change review any Disclosure Document or any interim draft thereof furnished by Lender to Borrower with respect to information contained therein that was furnished to Lender by or on behalf of Borrower in connection with the interest rate as set forth herein on preparation of such Disclosure Document or in connection with the Noteunderwriting or closing of the Loan that specifically relate to Borrower, Manager, Guarantor and/or the Property, including financial statements of Borrower and Guarantor, operating statements and rent rolls with respect to the Property, and (B) change the outstanding principal balance within three (3) Business Days following Borrower’s receipt thereof, provide to Lender in writing any revisions to such Disclosure Document or interim draft thereof necessary or advisable to insure that such reviewed information does not contain any untrue statement of the Loan, (C) require Borrower a material fact or omit to state any material fact necessary to make or remake any representations or warranties, (D) require principal amortization of the Loan (other than repayment in full on the Maturity Date), (E) change any Stated Maturity Date or (F) otherwise increase the obligations or reduce the rights of Borrower or any Guarantor under the Loan Documents other than to a de minimis extentstatements contained therein not misleading. (c) If, at the time a Disclosure Document is being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower (including any guarantor or other Person that is directly or indirectly committed by contract or otherwise to make payments on all or a part of the Loan) collectively, or the Properties Property alone or the Properties Property and Related Properties collectively, will be a Significant Obligor, Lender shall so notify Borrower shall, at Lender’s expense, and Borrower shall furnish to Lender (if such Securitization is a Public Securitization) upon reasonable request the following financial information:information (but as to the Tenants, to the extent such information is actually received by Borrower): 76 Mezzanine Loan Agreement (i) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, net operating income for the Properties each Individual Property and the Related Properties for the most recent Fiscal Year and interim period as required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of Regulation S-K and Item 1112(b)(1) of Regulation AB), or (ii) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, the financial statements in respect of each Individual Owner and its respective Properties required under Item 1112(b)(2) of Regulation AB (which includes, but may not be limited to, a balance sheet with respect to the entity that Lender reasonably determines to be a Significant Obligor) Obligor for the two most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to the Properties Property for the three most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-02 of Regulation S-X. X (d) Further, or if reasonably requested by Lender, Borrower shall, promptly at Lender’s expense, furnish to Lender financial data or financial statements meeting determines that the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, for any tenant of any Individual Property (if available and not subject to requirements of confidentiality under is the terms of the applicable Lease) if, in connection with a Securitization, Lender expects there to be, as of the cutoff date for such Securitization, a concentration with respect to such tenant or group of Affiliated tenants within all of the loans included or expected to be included in the Securitization such that such tenant or group of Affiliated tenants would constitute a Significant Obligor. Borrower shall, at Lender’s expense, use commercially reasonable efforts to furnish to Lender, in connection with the preparation of the Disclosure Documents and on an ongoing basis, financial data and/or financial statements with respect to such tenants meeting (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either the Property (x) filings pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) other than properties that are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (e) If Lender reasonably determines in good faith that Borrower alone or Borrower and one or more Affiliates of Borrower collectivelyhotels, nursing homes, or the Properties alone or the Properties other properties that would be deemed to constitute a business and Related Properties collectively, are a Significant Obligor, then Borrower shall, at Lender’s expense, furnish to Lender, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) Exchange Act Filings are required to be made not real estate under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (f) Any financial data or financial statements provided pursuant to this Section 9.1 shall be furnished at Lender’s expense to Lender within the following time periods: (i) with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from Lender; and (ii) with respect to ongoing information required under Section 9.1(d) and (e) above, (1) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (2) not later than seventy-five (75) days after the end of each Fiscal Year of Borrower. (g) If reasonably requested by Lender, Borrower shall, at Lender’s expense, provide Lender, promptly following Lender’s reasonable request therefor, with any other or additional financial statements, or financial, statistical or operating information, as Lender shall reasonably determine to be required pursuant to Regulation S-K or Regulation S-X, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements identified by Lender and relating to a Securitization or as shall otherwise be reasonably requested by Lender or, in the case of a private securitization such statements or information as Lender shall reasonably determine to be necessary to be included. (h) If requested by Lender, whether in connection with a Securitization or at any time thereafter during which the Loan and any Related Loans are included in a Securitization, Borrower shall provide Lender, promptly upon request, a list of tenants (including all affiliates of such tenants) that in the aggregate (1) occupy 10% or more (but less than 20%) of the total floor area of the improvements or represent 10% or more (but less than 20%) of aggregate base rent, and (2) occupy 20% or more of the total floor area of the improvements or represent 20% or more of aggregate base rent. (i) All financial statements provided by Borrower or Leasehold Pledgor pursuant to this Section 9.1(c), (d), (e) or (f) shall be prepared in accordance with the Uniform System of Accounts and reconciled in accordance with GAAP (or otherwise in accordance with an Acceptable Accounting Method) and shall meet the applicable requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and other applicable Legal Requirements. All financial statements provided by Borrower pursuant to clause (c) or (d) relating to a Fiscal Year shall be audited by Independent Accountants in accordance with GAAP, Regulation S-X or Regulation Sother legal requirements) was acquired from an unaffiliated third party and the other conditions set forth in Rule 3-K, as applicable, Regulation AB, and all other applicable Legal Requirements, shall be accompanied by the manually executed report of the Independent Accountants thereon, which report shall meet the requirements 14 of Regulation S-K or X have been met, the financial statements required by Rule 3-14 of Regulation S-X, as applicable, Regulation AB, and all other applicable Legal Requirements, and shall be further accompanied by a manually executed written consent of the Independent Accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such Independent Accountants and the reference to such Independent Accountants as “experts” in any Disclosure Document and Exchange Act Filing (or comparable information is required to otherwise be available to holders of the Securities under Regulation AB or applicable Legal Requirements), all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial statements of the Borrower shall be certified by the chief financial officer of Borrower, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraph). (j) If reasonably requested by Lender, Borrower shall review any information regarding the Properties, tenants, Borrower, Leasehold Pledgor, Owner, Operating Lessee and Guarantors which is contained in any Disclosure Document (including any interim drafts thereof and any amendments or supplements thereto) in order to confirm that to its knowledge, no such Disclosure Document contains any untrue statement of a material fact or omits any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and to the extent any such Disclosure Document contains any such material misstatements or omissions to correct any such material misstatements or omissions within five (5) Business Days following Borrower’s receipt thereof. Borrower shall not be liable hereunder for any material misstatement or omission contained in the Disclosure Document due to Lender’s failure to incorporate Borrower’s requested changes or modifications. (k) For all purposes under this Agreement, if any Securities are offered pursuant to a “private” Securitization pursuant to an exemption under Rule 144A or Regulation D under the Securities Act, the provisions of Regulation AB, Regulation S-K, Regulation S-X and any other disclosure provisions of the Securities Act and/or Exchange Act, as applicable, shall be deemed to apply to such “private” Securitization as if such offering of Securities were being conducted pursuant to a registered public offering under the Securities Act.

Sale of Loan and Securitization. (a) Lender shall have the right, at Lender’s cost and without the consent of Borrower, any Guarantor or any Affiliate of Borrower or any Guarantor, right (i) to sell sell, syndicate or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan, or (iii) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization. (The transactions referred to in clauses (i), (ii) and (iii) are each hereinafter referred to as a “Secondary Market Transaction” and the transactions referred to in clause (iii) shall hereinafter be referred to as a “Securitization”. Any certificates, notes or other securities issued in connection with a Secondary Market Transaction are hereinafter referred to as “Securities”). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. (b) If requested by Lender, Borrower and Leasehold Pledgor shall use commercially reasonable efforts to and shall cause Guarantors to use commercially reasonable efforts to assist Lender, at Lender’s expense, Lender in satisfying the market standards to which Lender customarily adheres or which may be required in the marketplace, by prospective investors, the Rating Agencies, applicable Legal Requirements and/or otherwise in the marketplace in connection with any Secondary Market Transactions, and shall in any event upon Lender’s request, at Lender’s expenseincluding to: (i) (A) provide updated financial and other customary information with respect to the PropertiesProperty, the business operated at the Properties, Owner, Operating LesseeProperty, Borrower, Leasehold Pledgor Owner and each the Manager, including, without limitation, the information set forth on Exhibit A B attached hereto, (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each tenantTenant) relating to the PropertiesProperty, and (C) provide updated appraisals, market studies, environmental reviews and reports (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of the Properties Property (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel reasonably acceptable to Lender and the Rating Agencies; (ii) cause counsel to provide legal opinions of counsel, which may be relied upon by Lender, trustee in any Securitization, underwriters, NRSROs and their respective counsel, agents and representatives, as to non-consolidation, matters of Delaware and federal bankruptcy law relating to limited partners and/or limited liability companies, consolidation or any other matters covered opinion customarily provided by borrowers in the opinions delivered to Lender at Closing Secondary Market Transactions or as required by the Rating Agencies with respect to the PropertiesProperty, the Loan Documents, Owner, Operating Lessee, Owner and Borrower and Leasehold Pledgor and their respective its Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and satisfactory to the Rating Agencies; (iii) provide updated, as of the closing date of any Secondary Market Transaction, representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may require; and (iiiiv) execute such amendments to the Loan Documents and Borrower’s and Leasehold Pledgor’s organizational documents as may be reasonably requested by Lender; Lender or the Rating Agencies in an effort to achieve the required rating or to effect the Securitization (including, without limitation, modifying the Monthly Payment Date to a date other than as originally set forth in the Notes), provided, howeverthat, that Borrower without limiting Borrower’s, Guarantors’ and their Affiliates’ obligations under this Article IX, nothing contained in this Section 9.1(b)(iv) shall not be required to modify or amend any Loan Document if such modification or amendment would increase (A) change the interest rate as set forth herein on in the Note, (B) change the outstanding principal balance of the Loan, (C) require Borrower to make or remake any representations or warranties, (D) require principal amortization of the Loan (other than repayment in full on the Maturity Date), (E) change any Stated Maturity Date or (F) otherwise increase the obligations or reduce the rights of Borrower or any Guarantor under the Loan Documents other than to a de minimis extent) Borrower’s or Guarantors’ obligations, or decrease (other than to a de minimis extent) Borrower’s or Guarantors’ rights, under the Loan Documents. (c) If, at the time a Disclosure Document is being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower (including any guarantor Guarantor or other Person that is directly or indirectly committed by contract or otherwise to make payments on all or a part of the Loan) collectively, or the Properties Property alone or the Properties Property and Related Properties collectively, will be a Significant Obligor, Borrower shall, at Lender’s expense, shall furnish to Lender upon reasonable request the following financial information: (i) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, net operating income for the Properties Property and the Related Properties for the most recent Fiscal Year and interim period as required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of Regulation S-K and Item 1112(b)(1) of Regulation AB), or (ii) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, the financial statements in respect of each Individual Owner and its respective Properties required under Item 1112(b)(2) of Regulation AB (which includes, but may not be limited to, a balance sheet with respect to the entity that Lender reasonably determines to be a Significant Obligor) Obligor for the two most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to the Properties Property for the three most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-02 of Regulation S-X.X (or if Lender determines that the Property is the Significant Obligor and the Property (other than properties that are hotels, nursing homes, or other properties that would be deemed to constitute a business and not real estate under Regulation S-X or other legal requirements) was acquired from an unaffiliated third party and the other conditions set forth in Rule 3-14 of Regulation S-X have been met, the financial statements required by Rule 3-14 of Regulation S-X)). (d) Further, if reasonably requested by Lender, Borrower shall, to the extent such information is available to Borrower without unreasonable effort or expense and Borrower is not restricted from disclosing such information pursuant to the terms of a confidentiality agreement or similar arrangement with an applicable Tenant, promptly at upon Lender’s expenserequest, furnish to Lender financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, for any tenant of any Individual Property (if available and not subject to requirements of confidentiality under the terms Tenant of the applicable Lease) Property if, in connection with a Securitization, Lender in good faith expects there to be, as of the cutoff date for such Securitization, a concentration with respect to such tenant Tenant or group of Affiliated tenants Tenants within all of the mortgage loans included or expected to be included in the Securitization such that such tenant Tenant or group of Affiliated tenants Tenants would constitute a Significant Obligor. Borrower shall, at Lender’s expenseto the extent such information is available to Borrower without unreasonable effort or expense and Borrower is not restricted from disclosing such information pursuant to the terms of a confidentiality agreement or similar arrangement with an applicable Tenant, use commercially reasonable efforts to furnish to Lender, in connection with the preparation of the Disclosure Documents and on an ongoing basis, financial data and/or financial statements with respect to such tenants Tenants meeting (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) filings pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (e) If Lender reasonably determines in good faith that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties Property alone or the Properties Property and Related Properties collectively, are a Significant ObligorObligor in Lender’s proposed Securitization, then Borrower shall, at Lender’s expense, shall furnish to Lender, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) Exchange Act Filings are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (f) Any financial data or financial statements provided pursuant to this Section 9.1 shall be furnished at Lender’s expense to Lender within the following time periods: (i) with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from Lender; and (ii) with respect to ongoing information required under Section 9.1(d) and (e) above, (1) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (2) not later than seventy-five (75) days after the end of each Fiscal Year of Borrower. (g) If reasonably requested by Lender, Borrower shall, at Lender’s expense, shall provide Lender, promptly promptly, and in any event within three (3) Business Days following Lender’s reasonable request therefor, with any other or additional financial statements, or financial, statistical or operating information, as Lender shall reasonably determine to be required pursuant to Regulation S-K or Regulation S-X, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements identified by Lender and relating to a Securitization or as shall otherwise be reasonably requested by Lender or, in the case of a private securitization such statements or information as Lender shall reasonably determine to be necessary to be includedLender. (h) If requested by Lender, whether in connection with a Securitization or at any time thereafter during which the Loan and any Related Loans are included in a Securitization, Borrower shall provide Lender, promptly upon request, but not more frequently than once per calendar year, a list of tenants Tenants (including all affiliates of such tenantsTenants) that in the aggregate (1) occupy 10% or more (but less than 20%) of the total floor area of the improvements or represent 10% or more (but less than 20%) of aggregate base rent, and (2) occupy 20% or more of the total floor area of the improvements or represent 20% or more of aggregate base rentbase. (i) All financial statements provided by Borrower or Leasehold Pledgor pursuant to this Section 9.1(c), (d), ) or (e) or (f) shall be prepared in accordance with the Uniform System of Accounts and reconciled in accordance with GAAP (or otherwise in accordance with an Acceptable Accounting Method) and shall meet the applicable requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and other applicable Legal Requirements. All financial statements provided by Borrower pursuant to clause (c) or (d) relating to a Fiscal Year shall be audited by Independent Accountants in accordance with GAAPgenerally accepted auditing standards, Regulation S-X or Regulation S-K, as applicable, Regulation AB, and all other applicable Legal Requirements, shall be accompanied by the manually executed report of the Independent Accountants thereon, which report shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and all other applicable Legal Requirements, and shall be further accompanied by a manually executed written consent of the Independent Accountants, in form and substance reasonably acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such Independent Accountants and the reference to such Independent Accountants as “experts” in any Disclosure Document and Exchange Act Filing (or comparable information is required to otherwise be available to holders of the Securities under Regulation AB or applicable Legal Requirements), all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial statements of the prepared by Borrower shall be certified by the chief financial officer of Borrower, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraph. (j) If reasonably requested by Lender. Notwithstanding anything contained herein to the contrary, Borrower shall review any it is understood and agreed that Lender may only disclose the name, experience, names and titles of principals of, assets managed, financial covenants under the Loan Documents and other information regarding the Properties, tenants, Borrower, Leasehold Pledgor, Owner, Operating Lessee and Guarantors which is contained that are customarily provided in a Disclosure Document; provided that in no event shall any Disclosure Document (including include financial data, social security numbers or driver’s license information of any interim drafts thereof and principals of any amendments or supplements thereto) in order to confirm that to its knowledge, no such Disclosure Document contains any untrue statement of a material fact or omits any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and to the extent any such Disclosure Document contains any such material misstatements or omissions to correct any such material misstatements or omissions within five (5) Business Days following Borrower’s receipt thereof. Borrower shall not be liable hereunder for any material misstatement or omission contained in the Disclosure Document due to Lender’s failure to incorporate Borrower’s requested changes or modificationsGuarantor. (k) For all purposes under this Agreement, if any Securities are offered pursuant to a “private” Securitization pursuant to an exemption under Rule 144A or Regulation D under the Securities Act, the provisions of Regulation AB, Regulation S-K, Regulation S-X and any other disclosure provisions of the Securities Act and/or Exchange Act, as applicable, shall be deemed to apply to such “private” Securitization as if such offering of Securities were being conducted pursuant to a registered public offering under the Securities Act.

Sale of Loan and Securitization. Subject to Section 9.4 hereof: (a) Lender shall have the right, at Lender’s cost and without the consent of Borrower, any Guarantor or any Affiliate of Borrower or any Guarantor, right (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan, or (iii) to securitize the Loan or any portion thereof in a single asset securitization or a in one or more pooled loan securitizationsecuritizations. (The transactions referred to in clauses (i), (ii) and (iii) are each hereinafter referred to as a “Secondary Market Transaction” and the transactions referred to in clause (iii) shall hereinafter be referred to as a “Securitization”. Any certificates, notes or other securities issued in connection with a Secondary Market Transaction are hereinafter referred to as “Securities”). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. (b) If requested by Lender, Borrower shall reasonably cooperate with and Leasehold Pledgor shall use commercially reasonable efforts to and shall cause Guarantors to use commercially reasonable efforts to assist Lender, at Lender’s expense, Lender in satisfying the market standards to which Lender customarily adheres or which may be required in the marketplace, by prospective investors, the Rating Agencies, applicable Legal Requirements and/or otherwise in the marketplace in connection with any Secondary Market Transactions, and shall in any event upon Lender’s request, at Lender’s expenseincluding to: (i) (A) provide updated financial and other customary information with respect to the PropertiesSenior Collateral and the Collateral, the business operated at the Properties, Owner, Operating LesseeProperty, Borrower, Leasehold Pledgor Senior Borrower, Guarantor(s) and each the Manager, including, without limitation, the information set forth on Exhibit A B attached hereto, (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each tenantTenant) relating to the PropertiesProperty, and (C) provide updated appraisals, market studies, environmental reviews and reports (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of the Properties Property (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel reasonably acceptable to Lender and the Rating Agencies; (ii) cause counsel to provide legal opinions of counsel, which may be relied upon by Lender, trustee in any Securitization, underwriters, NRSROs and their respective counsel, agents and representatives, as to non-consolidation, matters of Delaware fraudulent conveyance and federal bankruptcy law relating to limited partners and/or limited liability companies, true sale or any other matters covered opinion customary in the opinions delivered to Lender at Closing Secondary Market Transactions or as required by the Rating Agencies with respect to the PropertiesSenior Collateral, the Collateral, the Loan Documents, OwnerBorrower, Operating Lessee, Senior Borrower and Leasehold Pledgor and their respective Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and satisfactory to the Rating Agencies; (iii) provide updated, as of the closing date of any Secondary Market Transaction, representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may require; and (iiiiv) execute amendments to the Loan Documents and Borrower’s and Leasehold Pledgor’s organizational documents requested by Lender; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change review any Disclosure Document or any interim draft thereof furnished by Lender to Borrower with respect to information contained therein that was furnished to Lender by or on behalf of Borrower in connection with the interest rate as set forth herein on preparation of such Disclosure Document or in connection with the Note, (B) change the outstanding principal balance underwriting or closing of the Loan, including financial statements of Borrower and Guarantor, operating statements and rent rolls with respect to the Property, and (CB) require Borrower within three (3) Business Days following Borrower’s receipt thereof, provide to Lender in writing any revisions to such Disclosure Document or interim draft thereof necessary or advisable to insure that such reviewed information does not contain any untrue statement of a material fact or omit to state any material fact necessary to make or remake any representations or warranties, (D) require principal amortization of the Loan (other than repayment in full on the Maturity Date), (E) change any Stated Maturity Date or (F) otherwise increase the obligations or reduce the rights of Borrower or any Guarantor under the Loan Documents other than to a de minimis extentstatements contained therein not misleading. (c) If, at the time a Disclosure Document is being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower (including any guarantor or other Person that is directly or indirectly committed by contract or otherwise to make payments on all or a part of the Loan) collectively, or the Properties Property alone or the Properties Property and Related Properties collectively, will be a Significant Obligor, Borrower shall, at Lender’s expense, shall furnish to Lender upon reasonable request the following financial information: (i) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, net operating income for the Properties Property and the Related Properties for the most recent Fiscal Year and interim period as required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of Regulation S-K and Item 1112(b)(1) of Regulation AB), or (ii) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, the financial statements in respect of each Individual Owner and its respective Properties required under Item 1112(b)(2) of Regulation AB (which includes, but may not be limited to, a balance sheet with respect to the entity that Lender reasonably determines to be a Significant Obligor) Obligor for the two most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to the Properties Property for the three most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-02 of Regulation S-X.X (or if Lender determines that the Property is the Significant Obligor and the Property (other than properties that are hotels, nursing homes, or other properties that would be deemed to constitute a business and not real estate under Regulation S-X or other legal requirements) was acquired from an unaffiliated third party and the other conditions set forth in Rule 3-14 of Regulation S-X have been met, the financial statements required by Rule 3-14 of Regulation S-X)). (d) Further[intentionally omitted]. (e) If Lender reasonably determines that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, if reasonably requested by or the Property alone or the Property and Related Properties collectively, are a Significant Obligor, then Borrower shall furnish to Lender, Borrower shallon an ongoing basis, promptly at Lender’s expense, furnish to Lender selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, for any tenant of any Individual Property (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) if, in connection with a Securitization, Lender expects there to be, as of the cutoff date for such Securitization, a concentration with respect to such tenant or group of Affiliated tenants within all of the loans included or expected to be included in the Securitization such that such tenant or group of Affiliated tenants would constitute a Significant Obligor. Borrower shall, at Lender’s expense, use commercially reasonable efforts to furnish to Lender, in connection with the preparation of the Disclosure Documents and on an ongoing basis, financial data and/or financial statements with respect to such tenants meeting (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) filings pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (e) If Lender reasonably determines in good faith that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties alone or the Properties and Related Properties collectively, are a Significant Obligor, then Borrower shall, at Lender’s expense, furnish to Lender, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) Exchange Act Filings are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (f) Any financial data or financial statements provided pursuant to this Section 9.1 shall be furnished at Lender’s expense to Lender within the following time periods: (i) with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from Lender; and (ii) with respect to ongoing information required under Section 9.1(d) and (e) above, (1) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (2) not later than seventy-five (75) days after the end of each Fiscal Year of Borrower. (g) If reasonably requested by Lender, Borrower shall, at Lender’s expense, shall provide Lender, promptly promptly, and in any event within three (3) Business Days following Lender’s reasonable request therefor, with any other or additional financial statements, or financial, statistical or operating information, as Lender shall reasonably determine to be required pursuant to Regulation S-K or Regulation S-X, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements identified by Lender and relating to a Securitization or as shall otherwise be reasonably requested by Lender or, in the case of a private securitization such statements or information as Lender shall reasonably determine to be necessary to be includedLender. (h) If requested by Lender, whether in connection with a Securitization or at any time thereafter during which the Loan and any Related Loans are included in a Securitization, but not more than three times within any twelve (12)-month period, Borrower shall provide provide, within five (5) days after Lender, promptly upon ’s request, a list of tenants Tenants (including all affiliates of such tenantsTenants) that in the aggregate (1) occupy 10% or more (but less than 20%) of the total floor area of the improvements or represent 10% or more (but less than 20%) of aggregate base rent, and (2) occupy 20% or more of the total floor area of the improvements or represent 20% or more of aggregate base rent. (i) All financial statements provided by Borrower or Leasehold Pledgor pursuant to this Section 9.1(c), (d), (e) or (f) shall be prepared in accordance with the Uniform System of Accounts and reconciled in accordance with GAAP (or otherwise in accordance with an Acceptable Accounting Method) , and shall meet the applicable requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and other applicable Legal Requirements. All financial statements provided by Borrower pursuant to clause (c) or (d) relating to a Fiscal Year shall be audited by Independent Accountants in accordance with GAAPgenerally accepted auditing standards, Regulation S-X or Regulation S-K, as applicable, Regulation AB, and all other applicable Legal Requirements, shall be accompanied by the manually executed report of the Independent Accountants thereon, which report shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and all other applicable Legal Requirements, and shall be further accompanied by a manually executed written consent of the Independent Accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such Independent Accountants and the reference to such Independent Accountants as “experts” in any Disclosure Document and Exchange Act Filing (or comparable information is required to otherwise be available to holders of the Securities under Regulation AB or applicable Legal Requirements), all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial statements of the Borrower shall be certified by the chief financial officer or other authorized representative (whose function is similar to that of a chief financial officer) of Borrower, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraph. (j) If reasonably requested by In connection with any Secondary Market Transaction, Lender shall have the right, and Borrower hereby authorizes Lender, Borrower shall review to disclose any and all information in Lender’s possession regarding the Properties, tenants, Borrower, Leasehold PledgorSenior Borrower, OwnerGuarantor, Operating Lessee and Guarantors which is contained any Manager, the Senior Collateral, the Collateral and/or the Loan in any Disclosure Document (Document, in any promotional or marketing materials that are prepared by or on behalf of Lender in connection with such Secondary Market Transaction or in connection with any oral or written presentation made by or on behalf of Lender, including without limitation, to any interim drafts thereof actual or potential investors and any amendments or supplements thereto) in order to confirm that to its knowledge, no such Disclosure Document contains any untrue statement of a material fact or omits any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, Rating Agencies and to the extent any such Disclosure Document contains any such material misstatements or omissions to correct any such material misstatements or omissions within five (5) Business Days following Borrower’s receipt thereof. Borrower shall not be liable hereunder for any material misstatement or omission contained in the Disclosure Document due to Lender’s failure to incorporate Borrower’s requested changes or modificationsother NRSROs. (k) For all purposes under this Agreement, Lender shall provide Borrower with prior written notice if any Securities are offered pursuant to a “private” Securitization pursuant to an exemption under Rule 144A or Regulation D under the Securities Act, the provisions of Regulation AB, Regulation S-K, Regulation S-X and any other disclosure provisions of the Securities Act and/or Exchange Act, as applicable, shall be deemed to apply to such “private” Securitization as if such offering of Securities were being conducted or Regulation AB is applicable pursuant to a registered public offering under Securitization. (l) If, pursuant to Securitization of the Securities ActMortgage Loan, Mortgage Borrower is obligated to furnish financial information pursuant to Section 9.1(c) of the Mortgage Loan Agreement, Borrower shall furnish such information to Agent simultaneously with delivery of such information to Mortgage Borrower, whether or not the Loan is subject to a Securitization.

Sale of Loan and Securitization. (a) Lender shall have the right, at Lender’s cost and without the consent of Borrower, any Guarantor or any Affiliate of Borrower or any Guarantor, right (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan, Loan or (iii) to securitize the Loan or any portion thereof in a single one or more private or public single-asset securitization or a pooled pooled-loan securitizationsecuritizations. (The transactions referred to in clauses (i), (ii) and (iii) are each shall hereinafter be referred to collectively as a “Secondary Market TransactionTransactions” and the transactions transaction referred to in clause (iii) shall hereinafter be referred to as a “Securitization”. .” Any single- or multi-class certificates, notes or other securities issued in connection with a Secondary Market Transaction Securitization are hereinafter referred to as “Securities”). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. (b) If requested by Lender, Borrower and Leasehold Pledgor shall use commercially reasonable efforts to and shall cause Guarantors to use commercially reasonable efforts to assist Lender, at Lender’s expense, Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors, the Rating Agencies, applicable Legal Requirements and/or otherwise in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, and shall in any event upon Lender’s requestincluding, at Lender’s expensewithout limitation, to: (i) provide, or cause Mortgage Borrower or Mezzanine A Borrower to provide, (A) provide updated financial and other customary information with respect to the PropertiesProperty, the business operated at the Properties, Owner, Operating LesseeProperty, Borrower, Leasehold Pledgor Mezzanine A Borrower, Mortgage Borrower and each the Manager, including, without limitation, the information set forth on Exhibit A attached hereto, (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each tenant) relating to the PropertiesProperty, the Mezzanine A Collateral or the Collateral and (C) provide updated appraisals, market studies, environmental reviews (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of the Properties Property (the “Updated Information”), together, if customary, together with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) cause counsel to provide legal opinions of counsel, which may be relied upon by Lender, trustee in any Securitization, underwriters, NRSROs the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, matters of Delaware fraudulent conveyance, and federal bankruptcy law relating to limited partners and/or limited liability companies, “true sale” or any other matters covered opinion customary in the opinions delivered to Lender at Closing Secondary Market Transactions or as required by the Rating Agencies with respect to the PropertiesProperty, the Loan DocumentsMezzanine A Collateral, Owneror the Collateral, Operating LesseeMortgage Borrower, Mezzanine A Borrower, Borrower and Leasehold Pledgor and their respective Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and satisfactory to the Rating Agencies; andprovided, however, all legal costs, fees and expenses of such opinions shall be evenly split between Borrower and Lender and payable by each of Borrower and Lender of its respective fifty percent (50%); (iii) attend management meetings and conduct tours of the Property; (iv) provide updated, as of the closing date of the Secondary Market Transaction, representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may require; and (v) execute such amendments to the Loan Documents and Borrower’s and Leasehold Pledgor’s organizational documents reasonably requested by Lender, including, without limitation, the modification of all operative dates (including, without limitation, the Monthly Payment Date, the Determination Date, the Interest Period, and the Maturity Date) under the Loan Documents by up to ten (10) days (such modification a “Re-Dating”), the execution of one or more replacement loan agreements, as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan (and such new notes or modified note shall have the same initial weighted average coupon of the original note, but such new notes or modified note may change the interest rate, Monthly Payment Date and amortization of the Loan), and modify the Mezzanine B Cash Management Agreement with respect to the newly created components such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan; provided, however, that any such amendments or agreements will not materially alter the payment terms set forth in this Agreement or the other Loan Documents or materially and adversely affect Borrower or impose additional material obligations or liabilities upon Borrower. In connection with a Securitization, Borrower shall not be cooperate with Lender to implement any Re-Dating (including obtaining a modification of any Interest Rate Cap Agreement), and to satisfy all requirements of each of the Rating Agencies with respect to the Loan and the Securitization as required by this Section 9.1. If Borrower shall fail to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate cooperate with Lender as set forth herein on in this Section 9.1 within ten (10) Business Days of each initial request by Lender, Lender is hereby appointed as Borrower’s attorney in fact to execute any and all documents necessary to accomplish the NoteRe-Dating, including, without limitation, obtaining a modification of any Interest Rate Cap Agreement. For purposes of this subsection (B) change the outstanding principal balance of the Loan, (C) require Borrower to make or remake any representations or warranties, (D) require principal amortization of the Loan (other than repayment in full on the Maturity Datev), (E) change any Stated Maturity Date or (F) otherwise increase the obligations or reduce phrase “initial request” shall mean the rights of Borrower or any Guarantor under the Loan Documents other than initial request made by Lender with respect to a de minimis extentparticular issue with reasonable specificity and shall include all related issues arising directly or logically therefrom such that issues arising directly or logically therefrom shall not serve to extend the ten (10) Business Day deadline imposed pursuant to this subsection (v). (c) If, at the any time a one or more Disclosure Document is Documents are being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower (including any guarantor or other Person that is directly or indirectly committed by contract or otherwise to make payments on all or a part of the Loan) collectively, or the Properties Property alone or the Properties Property and Related Properties Property collectively, will be a Significant Obligor, Borrower shall, at Lender’s expense, shall furnish to Lender upon reasonable request the following financial information: (i) the selected financial data or, if applicable, Net Operating Income, required under Item 1112(b)(l) of Regulation AB, if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, Loans as of the cut-off date for such SecuritizationSecuritization may, may or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included included, as applicable, in the Securitization, net operating income for Securitization or (ii) the Properties and the Related Properties for the most recent Fiscal Year and interim period as financial statements required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k1112(b)(2) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of Regulation S-K and Item 1112(b)(1) of Regulation AB), or (ii) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, Loans as of the cut-off date for such SecuritizationSecuritization may, may or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included included, as applicable, in the Securitization, the financial statements in respect of each Individual Owner and its respective Properties required under Item 1112(b)(2) of Regulation AB (which includes, but may not be limited to, a balance sheet with respect to the entity that Lender reasonably determines to be a Significant Obligor) for the two most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to the Properties for the three most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-02 of Regulation S-X. (d) Further, if reasonably requested by Lender, Borrower shall, promptly at Lender’s expense, furnish to Lender . Such financial data or financial statements meeting the requirements of Item 1112(b)(1shall be furnished to Lender (A) or within ten (210) of Regulation AB, as specified by Lender, for any tenant of any Individual Property (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) if, in connection with a Securitization, Business Days after notice from Lender expects there to be, as of the cutoff date for such Securitization, a concentration with respect to such tenant or group of Affiliated tenants within all of the loans included or expected to be included in the Securitization such that such tenant or group of Affiliated tenants would constitute a Significant Obligor. Borrower shall, at Lender’s expense, use commercially reasonable efforts to furnish to Lender, in connection with the preparation of the Disclosure Documents for the Securitization, (B) not later than thirty (30) days after the end of each fiscal quarter of Borrower and on an ongoing basis(C) not later than seventy-five (75) days after the end of each fiscal year of Borrower; provided, however, that Borrower shall not be obligated to furnish financial data and/or or financial statements pursuant to clauses (B) or (C) of this sentence with respect to such tenants meeting (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only any period for so long as such entity or entities are which a Significant Obligor and either (x) filings filing pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (e) not required. If Lender reasonably determines in good faith that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties alone or the Properties and Related Properties collectively, are a Significant Obligor, then Borrower shall, at Lender’s expense, furnish to Lender, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) Exchange Act Filings are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (f) Any financial data or financial statements provided pursuant to this Section 9.1 shall be furnished at Lender’s expense to Lender within the following time periods: (i) with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from Lender; and (ii) with respect to ongoing information required under Section 9.1(d) and (e) above, (1) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (2) not later than seventy-five (75) days after the end of each Fiscal Year of Borrower. (g) If reasonably requested by Lender, Borrower shall, at Lender’s expense, provide Lender, promptly following Lender’s reasonable request therefor, with any other or additional financial statements, or financial, statistical or operating information, as Lender shall reasonably determine to be required pursuant to Regulation S-K or Regulation S-X, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements identified by Lender and relating to a Securitization or as shall otherwise be reasonably requested by Lender or, in the case of a private securitization such statements or information as Lender shall reasonably determine to be necessary to be included. (h) If requested by Lender, whether in connection with a Securitization or at any time thereafter during which the Loan and any Related Loans are included in a Securitization, Borrower shall provide Lender, promptly upon request, a list of tenants (including all affiliates of such tenants) that in the aggregate (1) occupy 10% or more (but less than 20%) of the total floor area of the improvements or represent 10% or more (but less than 20%) of aggregate base rent, and (2) occupy 20% or more of the total floor area of the improvements or represent 20% or more of aggregate base rent. (i) All financial statements provided by Borrower or Leasehold Pledgor pursuant to this Section 9.1(c), (d), (e) or (f) shall be prepared in accordance with the Uniform System of Accounts and reconciled in accordance with GAAP (or otherwise in accordance with an Acceptable Accounting Method) and shall meet the applicable requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and other applicable Legal Requirements. All financial statements provided by Borrower pursuant to clause (c) or (d) relating to a Fiscal Year shall be audited by Independent Accountants in accordance with GAAP, Regulation S-X or Regulation S-K, as applicable, Regulation AB, and all other applicable Legal Requirements, shall be accompanied by the manually executed report of the Independent Accountants thereon, which report shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and all other applicable Legal Requirements, and shall be further accompanied by a manually executed written consent of the Independent Accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such Independent Accountants and the reference to such Independent Accountants as “experts” in any Disclosure Document and Exchange Act Filing (or comparable information is required to otherwise be available to holders of the Securities under Regulation AB or applicable Legal Requirements), all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial statements of the Borrower shall be certified by the chief financial officer of Borrower, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraph. (j) If reasonably requested by Lender, Borrower shall review furnish to Lender financial data and/or financial statements for any information regarding tenant of the PropertiesProperty if, in connection with a Securitization, Lender expects there to be, with respect to such tenant or group of affiliated tenants, Borrower, Leasehold Pledgor, Owner, Operating Lessee and Guarantors which is contained in any Disclosure Document (including any interim drafts thereof and any amendments or supplements thereto) in order to confirm that to its knowledge, no such Disclosure Document contains any untrue statement of a material fact or omits any material fact necessary to make the statements made therein, in the light concentration within all of the circumstances under which they were made, not misleading, and mortgage loans included or expected to the extent any such Disclosure Document contains any such material misstatements or omissions to correct any such material misstatements or omissions within five (5) Business Days following Borrower’s receipt thereof. Borrower shall not be liable hereunder for any material misstatement or omission contained in the Disclosure Document due to Lender’s failure to incorporate Borrower’s requested changes or modifications. (k) For all purposes under this Agreement, if any Securities are offered pursuant to a “private” Securitization pursuant to an exemption under Rule 144A or Regulation D under the Securities Act, the provisions of Regulation AB, Regulation S-K, Regulation S-X and any other disclosure provisions of the Securities Act and/or Exchange Actincluded, as applicable, shall be deemed to apply to in the Securitization such “private” Securitization as if that such offering tenant or group of Securities were being conducted pursuant to affiliated tenants would constitute a registered public offering under the Securities ActSignificant Obligor.

Sale of Loan and Securitization. (a) Lender shall have the right, at Lender’s cost and without the consent of Borrower, any Guarantor or any Affiliate of Borrower or any Guarantor, right (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan, Loan or (iii) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization. (The transactions transaction referred to in clauses (i), (ii) and (iii) are each shall hereinafter be referred to collectively as a “Secondary Market TransactionTransactions” and the transactions referred to in clause (iii) shall hereinafter be referred to as a “Securitization”. .” Any certificates, notes or other securities issued in connection with a Secondary Market Transaction Securitization are hereinafter referred to as “Securities.”). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. (b) If requested by Lender, Borrower and Leasehold Pledgor shall use commercially reasonable efforts to and shall cause Guarantors to use commercially reasonable efforts to assist Lender, at Lender’s expense, in satisfying the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors, the Rating Agencies, applicable Legal Requirements and/or otherwise in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, and shall in any event upon Lender’s requestincluding, at Lender’s expensewithout limitation, to: (i) (A) provide updated financial and other customary information with respect to the Propertiesany Property, the business operated at the Properties, Owner, Operating Lesseesuch Property by Borrower, Borrower, Leasehold Pledgor Guarantor, Sponsor, and each the Manager, including, without limitation, the information set forth on Exhibit A attached hereto, (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each tenant) relating to the Properties, Collective Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of the Properties such Property (the “Updated Information”), together, if customary, with appropriate and reasonable verification of the Updated Information through letters of auditors or opinions of counsel reasonably acceptable to Lender and acceptable to the Rating Agencies; (ii) cause counsel to provide legal opinions of counsel, which may be relied upon by Lender, trustee in any Securitization, underwriters, NRSROs the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, matters of Delaware and federal bankruptcy law relating to limited partners and/or single-member limited liability companies, companies and true sale or any other matters covered opinion customary in the opinions delivered to Lender at Closing Secondary Market Transactions or as required by the Rating Agencies with respect to the Properties, the Loan Documents, Owner, Operating Lessee, any Property and Borrower and Leasehold Pledgor and their respective Affiliates, which counsel and opinions shall be reasonably satisfactory in form and substance to Lender and satisfactory to the Rating Agencies; (iii) provide updated, as of the closing date of the Secondary Market Transaction, representations and warranties made in the Loan Documents; and (iiiiv) execute such amendments to the Loan Documents and Borrower’s and Leasehold PledgorBorrower or any SPE Party’s organizational documents as may be reasonably requested by Lender; provided, however, that Borrower shall Lender or requested by the Rating Agencies or otherwise to effect the Securitization provided the same do not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate as set forth herein on in the Note, (B) change the outstanding principal balance of the Loan, (C) require Borrower to make or remake any representations or warranties, (D) require principal amortization of the Loan (other than repayment in full on the Maturity Date), (E) change any Stated Maturity Date or (F) otherwise increase the obligations or reduce decrease the rights of Borrower Borrower, Guarantor or any Guarantor under the Loan Documents SPE Party, other than to a de minimis extent. (c) If, at the time a one or more Disclosure Document is Documents are being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower (including any guarantor or other Person that is directly or indirectly committed by contract or otherwise to make payments on all or a part of the Loan) collectively, or the Collective Properties alone or the Collective Properties and Related Properties collectively, will be a Significant Obligor, Borrower shall, at Lender’s expense, shall furnish to Lender upon reasonable request the following financial information: (i) the selected financial data or, if applicable, net operating income, required under Item 1112(b)(1) of Regulation AB, if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, Loans as of the cut-off date for such SecuritizationSecuritization may, may or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included included, as applicable, in the Securitization, net operating income for Securitization or (ii) the Properties and the Related Properties for the most recent Fiscal Year and interim period as financial statements required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k1112(b)(2) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of Regulation S-K and Item 1112(b)(1) of Regulation AB), or (ii) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, Loans as of the cut-off date for such SecuritizationSecuritization may, may or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included included, as applicable, in the Securitization, the financial statements . Notwithstanding anything in respect of each Individual Owner and its respective Properties required under Item 1112(b)(2) of Regulation AB (which includes, but may not be limited to, a balance sheet with respect Section 4.1.6 above to the entity that Lender reasonably determines to be a Significant Obligor) for the two most recent Fiscal Years and applicable interim periodscontrary, meeting the requirements of Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to the Properties for the three most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-02 of Regulation S-X. (d) Further, if reasonably requested by Lender, Borrower shall, promptly at Lender’s expense, furnish to Lender such financial data or financial statements meeting the requirements of Item 1112(b)(1shall be furnished to Lender (A) or within ten (210) of Regulation AB, as specified by Lender, for any tenant of any Individual Property (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) if, in connection with a Securitization, Business Days after notice from Lender expects there to be, as of the cutoff date for such Securitization, a concentration with respect to such tenant or group of Affiliated tenants within all of the loans included or expected to be included in the Securitization such that such tenant or group of Affiliated tenants would constitute a Significant Obligor. Borrower shall, at Lender’s expense, use commercially reasonable efforts to furnish to Lender, in connection with the preparation of the Disclosure Documents for the Securitization, (B) not later than thirty (30) days after the end of each fiscal quarter of Borrower and on an ongoing basis(C) not later than sixty (60) days after the end of each fiscal year of Borrower; provided, however, that Borrower shall not be obligated to furnish financial data and/or or financial statements pursuant to clauses (B) or (C) of this sentence with respect to such tenants meeting (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only any period for so long as such entity or entities are which a Significant Obligor and either (x) filings filing pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (e) not required. If Lender reasonably determines in good faith that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties alone or the Properties and Related Properties collectively, are a Significant Obligor, then Borrower shall, at Lender’s expense, furnish to Lender, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) Exchange Act Filings are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (f) Any financial data or financial statements provided pursuant to this Section 9.1 shall be furnished at Lender’s expense to Lender within the following time periods: (i) with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from Lender; and (ii) with respect to ongoing information required under Section 9.1(d) and (e) above, (1) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (2) not later than seventy-five (75) days after the end of each Fiscal Year of Borrower. (g) If reasonably requested by Lender, Borrower shallshall furnish to Lender financial data and/or financial statements for any tenant of any Property if available to Borrower and, at Lender’s expensein connection with a Securitization, provide Lender, promptly following Lender’s reasonable request thereforLender expects there to be, with any other respect to such tenant or additional financial statementsgroup of affiliated tenants, a concentration within all of the mortgage loans included or financial, statistical or operating information, as Lender shall reasonably determine expected to be required pursuant to Regulation S-K or Regulation S-Xincluded, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements identified by Lender and relating to a Securitization or as shall otherwise be reasonably requested by Lender or, in the case Securitization such that such tenant or group of affiliated tenants would constitute a private securitization such statements or information as Lender shall reasonably determine to be necessary to be includedSignificant Obligor. (h) If requested by Lender, whether in connection with a Securitization or at any time thereafter during which the Loan and any Related Loans are included in a Securitization, Borrower shall provide Lender, promptly upon request, a list of tenants (including all affiliates of such tenants) that in the aggregate (1) occupy 10% or more (but less than 20%) of the total floor area of the improvements or represent 10% or more (but less than 20%) of aggregate base rent, and (2) occupy 20% or more of the total floor area of the improvements or represent 20% or more of aggregate base rent. (id) All financial data and financial statements provided by Borrower or Leasehold Pledgor hereunder pursuant to this Section 9.1(c), ) and (d), (e) or (f) hereof shall be prepared in accordance with the Uniform System of Accounts and reconciled in accordance with GAAP (or otherwise in accordance with an Acceptable Accounting Method) GAAP, and shall meet the applicable requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, AB and other applicable Legal Requirementslegal requirements. All financial statements provided by Borrower pursuant referred to clause (cin Section 9.1(c) or (d) relating to a Fiscal Year above shall be audited by Independent Accountants independent accountants of Borrower acceptable to Lender in accordance with GAAP, Regulation S-X or Regulation S-K, as applicable, Regulation AB, AB and all other applicable Legal Requirementslegal requirements, shall be accompanied by the manually executed report of the Independent Accountants independent accountants thereon, which report shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, AB and all other applicable Legal Requirementslegal requirements, and shall be further accompanied by a manually executed written consent of the Independent Accountantsindependent accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such Independent Accountants independent accountants and the reference to such Independent Accountants independent accountants as “experts” in any Disclosure Document and Exchange Act Filing (or comparable information is required to otherwise be available to holders of the Securities under Regulation AB or applicable Legal Requirements)Filing, all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial data and financial statements of the (audited or unaudited) provided by Borrower under Section 9.1(c) hereof shall be certified accompanied by the chief financial officer of Borrower, an Officer’s Certificate which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraphSection 9.1(d). (je) If reasonably requested by Lender, Borrower shall review provide Lender, promptly upon request, with any information regarding the Propertiesother or additional financial statements, tenantsor financial, Borrowerstatistical or operating information, Leasehold Pledgoras Lender shall reasonably determine to be required pursuant to Regulation AB or any amendment, Owner, Operating Lessee and Guarantors which is contained modification or replacement thereto or other legal requirements in connection with any Disclosure Document or any Exchange Act Filing or as shall otherwise be reasonably requested by Lender. (including any interim drafts thereof f) In the event Lender reasonably determines, in connection with a Securitization, that the financial data and any amendments or supplements thereto) financial statements required in order to confirm that to its knowledgecomply with Regulation AB or any amendment, no such Disclosure Document contains any untrue statement modification or replacement thereto or other legal requirements are other than as provided herein, then notwithstanding the provisions of a material fact or omits any material fact necessary to make the statements made thereinSection 9.1(c) and (d) hereof, in the light of the circumstances under which they were made, not misleadingLender may request, and Borrower shall promptly provide, such other financial statements as Lender determines to be necessary or appropriate for such compliance. Notwithstanding anything to the contrary contained herein, to the extent any that the timeframes for compliance with such Disclosure Document contains any such material misstatements or omissions to correct any such material misstatements or omissions within five (5) Business Days following Borrower’s receipt thereof. Borrower on-going financial reporting and similar provisions in this Section 9.1 are shorter than the timeframes allowed for comparable reporting obligations under Section 4.1.6 hereof, the timeframes under this Section 9.1 shall not be liable hereunder for any material misstatement or omission contained in the Disclosure Document due to Lender’s failure to incorporate Borrower’s requested changes or modificationscontrol. (kg) For all purposes under Lender shall pay Borrower’s reasonable out-of-pocket third-party costs incurred in connection with the transactions and obligations contemplated by this Agreement, if any Securities are offered pursuant to a “private” Securitization pursuant to an exemption under Rule 144A or Regulation D under the Securities Act, the provisions of Regulation AB, Regulation S-K, Regulation S-X and any other disclosure provisions of the Securities Act and/or Exchange Act, as applicable, shall be deemed to apply to such “private” Securitization as if such offering of Securities were being conducted pursuant to a registered public offering under the Securities ActSection 9.1.

Sale of Loan and Securitization. Subject to Section 9.4 hereof: (a) Lender Agent and Lenders shall have the right, at Lender’s cost and without the consent of Borrower, any Guarantor or any Affiliate of Borrower or any Guarantor, right (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan, or (iii) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization. (The transactions referred to in clauses (i), (ii) and (iii) are each hereinafter referred to as a “Secondary Market Transaction” and the transactions referred to in clause (iii) shall hereinafter be referred to as a “Securitization”. Any certificates, notes or other securities issued in connection with a Secondary Market Transaction are hereinafter referred to as “Securities”). At LenderAgent’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. (b) If requested by LenderAgent, Borrower shall reasonably cooperate with Agent and Leasehold Pledgor shall use commercially reasonable efforts to and shall cause Guarantors to use commercially reasonable efforts to assist Lender, at Lender’s expense, Agent in satisfying the market standards to which Lender Agent customarily adheres or which may be required in the marketplace, by prospective investors, the Rating Agencies, applicable Legal Requirements and/or otherwise in the marketplace in connection with any Secondary Market Transactions, and shall in any event upon Lender’s request, at Lender’s expenseincluding to: (i) (A) provide updated financial and other customary information with respect to the Propertieseach Property, the business operated at the Propertieseach Property, Owner, Operating Lessee, each Mortgage Borrower, Leasehold Pledgor Borrower and each the Manager, including, without limitation, the information set forth on Exhibit A attached hereto, (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each tenantTenant) relating to the Propertieseach Property, and (C) provide updated appraisals, market studies, environmental reviews and reports (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of the Properties each Property (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel reasonably acceptable to Lender Agent and the Rating Agencies; (ii) cause counsel to provide legal opinions of counsel, which may be relied upon by LenderAgent, trustee in any Securitization, underwriters, NRSROs and their respective counsel, agents and representatives, as to non-consolidation, matters of Delaware fraudulent conveyance and federal bankruptcy law relating to limited partners and/or limited liability companies, true sale or any other matters covered opinion customary in the opinions delivered to Lender at Closing Secondary Market Transactions or as reasonably required by the Rating Agencies with respect to the Propertieseach Property, the Loan Documents, Owner, Operating Lesseeand each Mortgage Borrower, Borrower and Leasehold Pledgor and their respective its Affiliates, which counsel and opinions shall be reasonably satisfactory acceptable to Lender Agent and satisfactory to the Rating Agencies; (iii) provide updated, as of the closing date of any Secondary Market Transaction, representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may require; and (iiiiv) execute amendments to the Loan Documents and Borrower’s and Leasehold Pledgor’s organizational documents requested by Lender; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change review any Disclosure Document or any interim draft thereof furnished by Agent to Borrower with respect to information contained therein that was furnished to Agent by or on behalf of Mortgage Borrower or Borrower in connection with the interest rate as set forth herein on preparation of such Disclosure Document or in connection with the Note, (B) change the outstanding principal balance underwriting or closing of the Loan, including financial statements of Mortgage Borrower, Borrower and Guarantor, operating statements and rent rolls with respect to the Properties, and (CB) require Borrower within three (3) Business Days following Borrower’s receipt thereof, provide to Agent in writing any revisions to such Disclosure Document or interim draft thereof necessary or advisable to insure that such reviewed information does not contain any untrue statement of a material fact or omit to state any material fact necessary to make or remake any representations or warranties, (D) require principal amortization of the Loan (other than repayment in full on the Maturity Date), (E) change any Stated Maturity Date or (F) otherwise increase the obligations or reduce the rights of Borrower or any Guarantor under the Loan Documents other than to a de minimis extentstatements contained therein not misleading. (c) If, at the time a Disclosure Document is being prepared for a Securitization, Lender Agent reasonably expects that Borrower alone or Borrower and one or more Affiliates of Borrower (including any guarantor or other Person that is directly or indirectly committed by contract or otherwise to make payments on all or a part of the Loan and taking into account the Mortgage Loan which Borrower agrees is a Related Loan) collectively, or the Properties alone or the Properties and Related Properties collectively, will be a Significant Obligor, Borrower shall, at Lender’s expense, shall furnish to Lender Agent upon reasonable request the following financial information: (i) if Lender reasonably Agent expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, net operating income for the Properties each Property and the Related Properties for the most recent Fiscal Year and interim period as required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of Regulation S-K and Item 1112(b)(1) of Regulation AB), or (ii) if Lender reasonably Agent expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, the financial statements in respect of each Individual Owner and its respective Properties required under Item 1112(b)(2) of Regulation AB (which includes, but may not be limited to, a balance sheet with respect to the entity that Lender reasonably Agent determines to be a Significant Obligor) Obligor for the two most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to the Properties each Property for the three most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-02 of Regulation S-X.X (or if Agent determines that the Properties are the Significant Obligor and the Properties (other than properties that are hotels, nursing homes, or other properties that would be deemed to constitute a business and not real estate under Regulation S-X or other legal requirements) were acquired from an unaffiliated third party and the other conditions set forth in Rule 3-14 of Regulation S-X have been met, the financial statements required by Rule 3-14 of Regulation S-X)). (d) Further, if reasonably requested by LenderAgent, Borrower shall, promptly at Lenderupon Agent’s expenserequest, furnish to Lender Agent financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by LenderAgent, for any tenant of Tenant under any Individual Lease at any Property (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) if, in connection with a Securitization, Lender Agent expects there to be, as of the cutoff date for such Securitization, a concentration with respect to such tenant Tenant or group of Affiliated tenants Tenants under any Lease within all of the mortgage loans included or expected to be included in the Securitization such that such tenant Tenant or group of Affiliated tenants Tenants under any Lease would constitute a Significant Obligor. Borrower shall, at Lender’s expense, use commercially reasonable efforts to shall furnish to LenderAgent, in connection with the preparation of the Disclosure Documents and on an ongoing basis, financial data and/or financial statements with respect to such tenants Tenants under any Lease meeting (if available and not subject to requirements of confidentiality under the terms of the applicable Lease) the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by LenderAgent, but only for so long as such entity or entities are a Significant Obligor and either (x) filings pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (e) If Lender Agent reasonably determines in good faith that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties alone or the Properties and Related Properties collectively, are a Significant Obligor, then Borrower shall, at Lender’s expense, shall furnish to LenderAgent, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by LenderAgent, but only for so long as such entity or entities are a Significant Obligor and either (x) Exchange Act Filings are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (f) Any financial data or financial statements provided pursuant to this Section 9.1 shall be furnished at Lender’s expense to Lender Agent within the following time periods: (i) with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from LenderAgent; and (ii) with respect to ongoing information required under Section 9.1(d) and (e) above, (1) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (2) not later than seventy-five (75) days after the end of each Fiscal Year of Borrower. (g) If reasonably requested by LenderAgent, Borrower shallshall provide Agent, at Lenderpromptly, and in any event within five (5) Business Days following Agent’s expense, provide Lender, promptly following Lender’s reasonable request therefor, with any other or additional financial statements, or financial, statistical or operating information, as Lender Agent shall reasonably determine to be required pursuant to Regulation S-K or Regulation S-X, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements identified by Lender and relating to a Securitization or as shall otherwise be reasonably requested by Lender or, in the case of a private securitization such statements or information as Lender shall reasonably determine to be necessary to be includedAgent. (h) If requested by LenderAgent, whether in connection with a Securitization or at any time thereafter during which the Loan and any Related Loans are included in a Securitization, but not more than three times within any twelve (12) month period, Borrower shall provide LenderAgent, promptly upon within five (5) days after Agent’s request, a list of tenants Tenants (including all affiliates of such tenantsTenants) that in the aggregate of all the Properties (1) occupy 10% or more (but less than 20%) of the total floor area of the improvements or represent 10% or more (but less than 20%) of aggregate base rent, and (2) occupy 20% or more of the total floor area of the improvements or represent 20% or more of aggregate base rent. (i) All financial statements provided by Borrower or Leasehold Pledgor pursuant to this Section 9.1(c), (d), (e) or (f) shall be prepared in accordance with the Uniform System of Accounts and reconciled in accordance with GAAP (or otherwise in accordance with an Acceptable Accounting Method) GAAP, and shall meet the applicable requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and other applicable Legal Requirements. All financial statements provided by Borrower pursuant to clause (c) or (d) relating to a Fiscal Year shall be audited by Independent Accountants in accordance with GAAPgenerally accepted auditing standards, Regulation S-X or Regulation S-K, as applicable, Regulation AB, and all other applicable Legal Requirements, shall be accompanied by the manually executed report of the Independent Accountants thereon, which report shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and all other applicable Legal Requirements, and shall be further accompanied by a manually executed written consent of the Independent Accountants, in form and substance reasonably acceptable to LenderAgent, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such Independent Accountants and the reference to such Independent Accountants as “experts” in any Disclosure Document and Exchange Act Filing (or comparable information is required to otherwise be available to holders of the Securities under Regulation AB or applicable Legal Requirements), all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial statements of the Borrower shall be certified by the chief financial officer or other authorized representative (whose function is similar to that of a chief financial officer) of Borrower, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraph. (j) If reasonably requested by LenderIn connection with any Secondary Market Transaction, Agent shall have the right, and Borrower shall review hereby authorizes Agent, to disclose any and all information in Agent’s possession regarding the Properties, tenants, Borrower, Leasehold PledgorGuarantor, Ownerany Manager, Operating Lessee and Guarantors which is contained any Property and/or the Loan in any Disclosure Document (Document, in any promotional or marketing materials that are prepared by or on behalf of Agent in connection with such Secondary Market Transaction or in connection with any oral or written presentation made by or on behalf of Agent, including without limitation, to any interim drafts thereof actual or potential investors and any amendments or supplements thereto) in order to confirm that to its knowledge, no such Disclosure Document contains any untrue statement of a material fact or omits any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, Rating Agencies and to the extent any such Disclosure Document contains any such material misstatements or omissions to correct any such material misstatements or omissions within five (5) Business Days following Borrower’s receipt thereof. Borrower shall not be liable hereunder for any material misstatement or omission contained in the Disclosure Document due to Lender’s failure to incorporate Borrower’s requested changes or modificationsother NRSROs. (k) For all purposes under this Agreement, Agent shall provide Borrower with prior written notice if any Securities are offered pursuant to a “private” Securitization pursuant to an exemption under Rule 144A or Regulation D under the Securities Act, the provisions of Regulation AB, Regulation S-K, Regulation S-X and any other disclosure provisions of the Securities Act and/or Exchange Act, as applicable, shall be deemed to apply to such “private” Securitization as if such offering of Securities were being conducted or Regulation AB is applicable pursuant to a registered public offering under Securitization. (l) If, pursuant to Securitization of the Securities ActMortgage Loan, Mortgage Borrower are obligated to furnish financial information pursuant to Section 9.1(c) of the Mortgage Loan Agreement, Borrower shall furnish such information to Agent simultaneously with delivery of such information to Mortgage Borrower, whether or not the Loan is subject to a Securitization.