Common use of Sale of Loan Clause in Contracts

Sale of Loan. (a) Each Lender shall have the right (a) to sell or otherwise transfer its Note or any portion thereof, or (b) to issue or sell one or more participation interests in its Note (collectively, “Secondary Market Transactions”) without the consent of Borrowers or any other Person. (b) If requested by Agent or any Lender, Borrowers shall assist Agent or such Lender, in satisfying the market standards to which Agent customarily adheres or which may be required in the marketplace in connection with any Secondary Market Transactions, including to: (i) (A) provide updated financial and other information with respect to the Properties, the business operated at the Properties or the Borrowers, (B) provide updated budgets relating to the Properties, 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 (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Agent; (ii) provide opinions of counsel, which may be relied upon by Agent, each Lender, and their respective successors, assigns and participants, and their respective counsel, agents and representatives, customary in Secondary Market Transactions with respect to the Properties and Borrowers and their Affiliates, which counsel and opinions shall be reasonably satisfactory to Agent, which counsel and opinions shall be satisfactory to Agent and each Lender; (iii) provide updated, as of the closing date of any Secondary Market Transaction, representations and warranties made in the Loan Documents to the extent applicable; and (iv) execute non-material amendments to the Loan Documents and Borrowers’ organizational documents and such other documents requested by Agent, including without limitation, those documents required pursuant to Section 9.3 below; provided, however, that Borrowers shall not be required to modify or amend any Loan Document if such modification or amendment would (i) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, (ii) alter the rights or increase the obligations of Borrowers or Guarantor under the Loan Documents, or (iii) subject to Section 9.3, modify or amend any other economic or other material term of the Loan; and (v) at Agent’s request, make such representatives of Borrowers requested by Agent available to meet with any to investors or prospective investors in any potential Secondary Market Transaction at Borrowers’ offices. (c) Agent and each Lender may disclose to an assignee (or proposed assignee), participant (or proposed participant), underwriter, investor (or proposed investor), lender (or proposed lender), regulator or other Governmental Authority and their representatives (including, without limitation, any commission or agency established pursuant to a legislative act of the United States Congress, the New York State Assembly and/or the applicable legislative body of the state in which the Properties is located), accountants, and/or attorneys, representatives or agents of any of the foregoing, any information relating to the Loan and any Person that is a party to a Loan Document; provided, however, that, prior to any such disclosure of non-public or confidential information, any such Person shall be advised of the confidentiality of any non-public or confidential information received by it.

Sale of Loan. (a) Each 9.1.1 Pursuant and subject to Section 11.25 hereof, a Lender shall have the right to (a) to sell without the consent of Borrower, sell, finance or otherwise transfer its Note the Loan (which shall include the aggregate funded and unfunded Commitment with respect to the Loan) or any portion thereof; provided, however, that, so long as no Event of Default is then existing, if the transferee of the Loan (or portion thereof) is not an Eligible Assignee, then Borrower’s consent shall be required with respect to any such sale, financing or other transfer of the Loan or any portion thereof, or (b) to issue or sell one or more participation interests in its the Loan, or (c) issue mortgage pass–through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement secured by or evidencing ownership interests in the Note and the Mortgage; provided, however, that, so long as no Event of Default is then existing, Borrower’s consent shall be required with respect to any such securitization (which consent shall not be unreasonably withheld, conditioned or delayed) ((a), (b) and (c), collectively, “Secondary Market Transactions”). With respect to any approval of Borrower required under this Section 9.1.1, if Borrower fails to respond to a written request from Administrative Agent to Borrower for Borrower’s approval within ten (10) Business Days following Administrative Agent’s delivery of the materials required with respect thereto, Administrative Agent shall deliver a second notice to Borrower stating in bold uppercase letters at the top of such request “FINAL NOTICE -- TIME SENSITIVE RESPONSE REQUIRED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT, OR DEEMED APPROVAL WILL OCCUR” and if Borrower fails to respond to such second submission within such additional five (5) Business Day period, then such approval shall be deemed to have been given by Borrower. Notwithstanding anything to the contrary contained herein, without the consent need to comply with any formal or procedural requirements of Borrowers this Agreement or any of the Loan Documents, notwithstanding any other provision set forth in this Agreement or any of the other Loan Documents, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement and any other Loan Document (including, without limitation, the advances owing to it) in favor of (i) any Federal Reserve Bank, any Federal Home Loan Bank or the central reserve bank or similar authority of any other country to secure any obligation of Lender to such bank or similar authority (a “Central Bank Pledge”) or (ii) the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued by a German mortgage bank, or any other PersonPerson permitted to issue covered mortgage bonds, under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, on any substitute or successor legislation (a “Pfandbrief Pledge”). In the event that the interest of any Lender that is assigned in connection with a Central Bank Pledge or Pfandbrief Pledge is foreclosed upon and transferred to the pledge thereof, such Lender shall have no further liability hereunder with respect to the interest that was the subject of such transfer and the assignee shall be such Lender with respect to such interest. Each Lender shall not be required to notify Borrower of any Central Bank Pledge or Pfandbrief Pledge. (b) 9.1.2 If requested by Agent or any a Lender, Borrowers Borrower shall assist Agent reasonably cooperate at no cost or expense to Borrower, except as set forth in Section 9.6, with such Lender, Lender in satisfying the market standards to which Agent such Lender customarily adheres or which may be reasonably required in the marketplace in connection with any Secondary Market Transactions, including including, without limitation, to: (ia) (Ai) provide updated financial and other information with respect to the PropertiesProperty, the business operated at the Properties Borrower, Mezzanine Borrower, Guarantor or the BorrowersManager, including any information reasonably required to permit any (proposed) Lender to comply with applicable Anti-Money Laundering Laws, (Bii) provide updated budgets relating to the PropertiesProperty, and (Ciii) provide updated appraisalsAppraisals, 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 (collectively, the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Agentsuch Lender; (iib) provide opinions of counsel, which may be relied upon by Agent, each Lender, Administrative Agent such Lender and their respective successors, assigns and participants, and their respective counsel, agents and representatives, Participants customary in Secondary Market Transactions with respect to the Properties Property, Borrower, Mezzanine Borrower, Guarantor and Borrowers Manager and their respective Affiliates, which counsel and opinions shall be reasonably satisfactory to Agent, which counsel and opinions shall be satisfactory to Agent and each such Lender; (iiic) provide updated, as of the closing date of any the Secondary Market Transaction, representations and warranties made in the Loan Documents (other than those made as of a specific date or modified as disclosed to such Lender) to the extent applicable; and; (ivd) execute non-material amendments to the Loan Documents and Borrowers’ Borrower’s organizational documents and such other documents reasonably requested by Agentsuch Lender, including including, without limitation, those documents required pursuant to Section 9.3 9.5 below; provided, however, that Borrowers Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (i) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, (ii) change the interest rate in a manner that would cause the weighted average of the interest rates for all components immediately after the effective date of such modification to be different than the interest rate of the original Note immediately prior to such modification (it being agreed that Borrower shall not be subject to any “rate creep” in connection with this Section 9.1.2, except that prepayments or repayments of the Outstanding Principal Balance after the occurrence of an Event of Default and/or the application of Net Proceeds pursuant hereto may be applied to the components of the Note sequentially, starting with the most senior component, and, as a result thereof, the weighted average interest rate payable under the Loan may change), (iii) alter the rights or increase the obligations or liabilities of Borrowers Borrower or Guarantor under the Loan DocumentsDocuments in any non de minimis respect, or (iiiiv) subject to Section 9.39.5, modify or amend any other economic or other material term of the LoanLoan in a manner that is detrimental to Borrower, or (v) require any additional collateral or the pledge of any interest in Borrower or any Affiliate; and (ve) at Agentany Lender’s requestrequest upon at least two (2) Business Days’ prior notice and during business hours, make such representatives of Borrowers Borrower requested by Agent such Lender available to meet with any to investors or prospective investors in any potential Secondary Market Transaction at Borrowers’ Borrower’s offices.; (c) Agent and each 9.1.3 A Lender may disclose to an assignee (or proposed assignee), participant Participant (or proposed participantParticipant), underwriter, investor (or proposed investor), lender (or proposed lender), regulator or other Governmental Authority and their representatives (including, without limitation, any commission or agency established pursuant to a legislative act of the United States Congress, the New York State Assembly and/or the applicable legislative body of the state in which the Properties Property is located), accountants, and/or attorneys, representatives or agents of any of the foregoing, any information relating to the Loan and any Person that is a party to a Loan Document; provided, however, that, prior to any such disclosure of non-public or confidential information, any such Person shall be advised of the confidentiality of any non-public or confidential information received by itit and, except to the extent such Person is a Governmental Authority, required to maintain to confidentiality of such information.

Sale of Loan. (a) Each 9.1.1 Lender shall have the right (a) to sell sell, finance or otherwise transfer its Note the Loan or any portion thereof, thereof or (b) to issue or sell one or more participation interests in its Note the Loan (collectively, “Secondary Market Transactions”) without the consent of Borrowers Borrower or any other Person. At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. (b) 9.1.2 If requested by Agent or any LenderLxxxxx, Borrowers Borrower shall assist Agent or such Lender, cooperate with Lender in satisfying the market standards to which Agent Lender customarily adheres or which may be required in the marketplace in connection with any Secondary Market Transactions, including including, without limitation, to: (a) provide (i) (A) provide updated financial and other information with respect to the Properties, the business operated at the Properties Property or the BorrowersBorrower, (Bii) provide updated budgets relating to the PropertiesProperty, and (Ciii) provide updated appraisalsAppraisals, 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 AgentLender; (iib) provide opinions of counsel, which may be relied upon by Agent, each Lender, Lxxxxx and their respective its successors, assigns and participants, and their respective counsel, agents and representatives, participants customary in Secondary Market Transactions with respect to the Properties Property and Borrowers Borrower and their its Affiliates, which counsel and opinions shall be reasonably satisfactory to Agent, which counsel and opinions shall be satisfactory to Agent and each Lender; (iiic) provide updated, as of the closing date of any the Secondary Market Transaction, representations and warranties made in the Loan Documents to the extent applicable; and; (ivd) execute non-material amendments to the Loan Documents and Borrowers’ Bxxxxxxx’s organizational documents documents, including the appointment of independent directors and/or managers and springing members on terms reasonably satisfactory to Lender, and such other documents reasonably requested by AgentLxxxxx, including including, without limitation, those documents required pursuant to Section 9.3 9.5 below; provided, however, that Borrowers Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (i) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, (ii) alter the rights or increase the obligations of Borrowers Borrower or Guarantor under the Loan DocumentsDocuments in any non de minimis respect, or (iii) subject to Section 9.39.5, modify or amend any other economic or other material term of the LoanLoan in any manner detrimental to Borrower; and (ve) at AgentLxxxxx’s request, make such representatives of Borrowers Borrower requested by Agent Lxxxxx available to meet with any to investors or prospective investors in any potential Secondary Market Transaction at Borrowers’ Borrower’s offices. (c) Agent and each 9.1.3 Lender may disclose to an assignee (or proposed assignee), participant (or proposed participant), underwriter, investor (or proposed investor), lender (or proposed lender), regulator or other Governmental Authority and their representatives (including, without limitation, any commission or agency established pursuant to a legislative act of the United States Congress, the New York State Assembly and/or the applicable legislative body of the state in which the Properties Property is located), accountants, and/or attorneys, contractors, representatives or agents of any of the foregoing, any information relating to the Loan and any Person that is a party to a Loan Document; provided, however, that, prior to any such disclosure of non-public or confidential information, any such Person shall be advised of the confidentiality of any non-public or confidential information received by itit and, except to the extent such Person is a Governmental Authority, required to maintain to confidentiality of such information.

Sale of Loan. (a) Each Agent and each Lender shall have the right (ai) to sell or otherwise transfer its Note the Loan or any portion thereofthereof (provided that, so long as no Event of Default has occurred and is continuing, any such transferee shall be an Eligible Assignee and no Lender shall sell any direct ownership in the Loan (excluding, for the avoidance of doubt, participation interests) to a Restricted Lender/Assignee) or (bii) to issue or sell one or more participation interests in its Note (collectivelythe Loan, “Secondary Market Transactions”) without the consent of Borrowers or any other PersonPerson (the transactions referred to in clauses (i) and (ii) are each hereinafter referred to as a “Secondary Market Transaction” and any certificates, notes or other securities issued in connection with a Secondary Market Transaction are hereinafter referred to as “Securities”). At Agent’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. In the 49289660 event the initial Lender hereunder sells or assigns all of its interest in the Loan to a Person that is not an Affiliate of Lender, Agent shall provide Borrowers with notice of such sale or assignment not later than five (5) days prior to the consummation of such sale or assignment. (b) If requested by Agent or any Lender, Borrowers shall reasonably and promptly assist and cooperate with Agent or such Lender, Lender in satisfying the market standards to which Agent customarily adheres or which may be reasonably required in the marketplace, by prospective investors, applicable Legal Requirements and/or otherwise in the marketplace in connection with any Secondary Market Transactions, including to: (i) (A) provide updated financial and other information with respect to the PropertiesProperty, the business operated at the Properties or Property, Borrowers, Guarantor(s) and the BorrowersManager, including, without limitation, the information set forth on Exhibit B attached hereto, (B) provide updated budgets and rent rolls relating to the PropertiesProperty, and (C) provide (and cooperate with Agent’s procurement of) 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 Agent; (ii) provide opinions of counsel, which may be relied upon by Agent, each Lender, and their respective successors, assigns and participants, and their respective counselunderwriters, agents and representatives, as to non-consolidation or any other opinion customary in Secondary Market Transactions with respect to the Properties Property, the Loan Documents, and Borrowers and their its Affiliates, which counsel and opinions shall be reasonably satisfactory to Agent, which counsel and opinions shall be satisfactory to Agent and each Lender; (iii) provide updated, as of the closing date of any Secondary Market Transaction, representations and warranties made in the Loan Documents to the extent applicable; and; (iv) execute non-material amendments to the Loan Documents and Borrowers’ organizational documents and such other documents requested by Agent, including without limitation, those documents required pursuant to Section 9.3 8.4 below; provided, however, that Borrowers shall not be required to modify or amend make any Loan Document if such modification or amendment would Prohibited Changes (i) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, (ii) alter the rights or increase the obligations of Borrowers or Guarantor under the Loan Documents, or (iii) subject to Section 9.3, modify or amend any other economic or other material term of the Loandefined below); and (v) at Agent’s request, make Guarantor and such representatives of Borrowers requested by Agent available to meet with any to investors or prospective investors in any potential Secondary Market Transaction at Borrowers’ offices. (c) Agent and each Lender may disclose to an assignee (Any financial data or proposed assignee), participant (or proposed participant), underwriter, investor (or proposed investor), lender (or proposed lender), regulator or other Governmental Authority and their representatives (including, without limitation, any commission or agency established financial statements provided pursuant to a legislative act of the United States Congress, the New York State Assembly and/or the applicable legislative body of the state in which the Properties is located), accountants, and/or attorneys, representatives or agents of any of the foregoing, any information relating to the Loan and any Person that is a party to a Loan Document; provided, however, that, prior to any such disclosure of non-public or confidential information, any such Person this Section 8.1 shall be advised of the confidentiality of any non-public or confidential information received by itfurnished to Agent within ten (10) Business Days after notice from Agent.

Sale of Loan. (a) Each Lender shall have the right (ai) to sell or otherwise transfer its Note the Loan or any portion thereof, thereof as a whole loan or (bii) to issue or sell one or more participation interests in its Note the Loan, in each case subject to and in accordance with Section 11.27 hereof. (collectively, The transaction referred to in clauses (i) and (ii) shall hereinafter be referred to collectively as “Secondary Market Transactions”) without the consent of Borrowers or any other Person). (b) If requested by Agent or any Agent, Borrower and/or Security Guarantor shall assist Lender, Borrowers shall assist Agent or such Lenderat Borrower’s and/or Security Guarantor’s reasonable expense, in satisfying the market standards to which Agent Lender customarily adheres or which may be reasonably required in the marketplace in connection with any Secondary Market Transactions, including including, without limitation, to: (i) (A) provide updated financial and other information with respect to the PropertiesProperty, the business operated at the Properties or Property, Borrower, Security Guarantor, Pledgee, Pledgor, any SPC Party, Guarantor, Sponsor (to the Borrowersextent publicly available), the Manager, and the Franchisor (B) provide updated budgets relating to the Properties, 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 Property (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Agent; (ii) provide opinions of counsel, which may be relied upon by Agent, each Lender, and their respective successors, assigns and participants, and their respective counsel, agents and representatives, as to fraudulent conveyance, matters of Delaware and federal bankruptcy law relating to single-member limited liability companies, compliance with applicable securities laws regarding disclosure of material information (so called 10b-5 opinions) (if applicable), and true sale or any other opinion customary in Secondary Market Transactions with respect to the Properties Property and Borrowers Borrower, Security Guarantor, and their respective Affiliates, which counsel and opinions shall be reasonably satisfactory in form and substance to Agent, which counsel and opinions shall be satisfactory to Agent and each Lender; (iii) provide updated, as of the closing date of any the Secondary Market Transaction, representations and warranties made in the Loan Documents to the extent applicable; andand such additional representations and warranties as are customary in Secondary Market Transactions or as Agent may reasonably require; (iv) execute non-material such amendments to the Loan Documents and Borrowers’ Borrower, Security Guarantor, or any SPC Party’s organizational documents and such other documents as may be reasonably requested by AgentAgent or otherwise to effect the Secondary Market Transaction including, including without limitation, those documents required pursuant to Section 9.3 belowbifurcation 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 Borrowers neither Borrower nor Security Guarantor shall not be required to modify or amend any Loan Document if such modification or amendment would (iA) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, (ii) alter the rights or increase the obligations of Borrowers or Guarantor under the Loan Documents, or (iiiB) subject to Section 9.3, modify or amend any other material economic or other material 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, and all principal payments made by Borrower pursuant to the terms hereof shall be applied pro rata to all such replacement notes. In the event Borrower or Security Guarantor fails to execute and deliver such documents to Agent within five (5) Business Days following such request by Agent, each of Borrower and Security Guarantor hereby absolutely and irrevocably appoints Agent 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, each of Borrower and Security Guarantor 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 and/or Security Guarantor fails to comply with any 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 Agent’s requestany time prior to a Secondary Market Transaction, make execute such representatives of Borrowers amendments to the Loan Documents as requested by Agent available the Agent, in its discretion, to meet with any extend the Maturity Date to investors or prospective investors in any potential Secondary Market Transaction at Borrowers’ officesa Monthly Payment Date no more than three (3) months beyond the initial Maturity Date set forth herein (the “Extended Maturity Date”). (c) If requested by Agent, Borrower shall provide Agent, promptly upon request, with any other or additional financial statements, or financial, statistical or operating information, as Agent and each Lender may disclose shall determine to an assignee (or proposed assignee), participant (or proposed participant), underwriter, investor (or proposed investor), lender (or proposed lender), regulator or other Governmental Authority and their representatives (including, without limitation, any commission or agency established be required pursuant to a legislative act of the United States Congress, the New York State Assembly and/or the any Legal Requirement applicable legislative body of the state in which the Properties is located), accountants, and/or attorneys, representatives or agents of any of the foregoing, any information relating to the Loan and any Person that is a party to a Loan Document; provided, however, that, prior to any such disclosure of non-public or confidential information, any such Person shall be advised of the confidentiality of any non-public or confidential information received by itSecondary Market Transaction.

Sale of Loan. (a) Each 9.1.1 Pursuant and subject to Section 11.25 hereof, a Lender shall have the right to (a) to sell without the consent of Borrower, sell, finance or otherwise transfer its Note the Loan (which shall include the aggregate funded and unfunded Commitment with respect to the Loan) or any portion thereof; provided, however, that, so long as no Event of Default is then existing, if the transferee of the Loan (or portion thereof) is not an Eligible Assignee, then Borrower’s consent shall be required with respect to any such sale, financing or other transfer of the Loan or any portion thereof, or (b) to issue or sell one or more participation interests in its the Loan, or (c) issue mortgage pass– through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement secured by or evidencing ownership interests in the Note and the Mortgage; provided, however, that, so long as no Event of Default is then existing, Xxxxxxxx’s consent shall be required with respect to any such securitization (which consent shall not be unreasonably withheld, conditioned or delayed) ((a), (b) and (c), collectively, “Secondary Market Transactions”). With respect to any approval of Borrower required under this Section 9.1.1, if Borrower fails to respond to a written request from Administrative Agent to Borrower for Borrower’s approval within ten (10) Business Days following Administrative Agent’s delivery of the materials required with respect thereto, Administrative Agent shall deliver a second notice to Borrower stating in bold uppercase letters at the top of such request “FINAL NOTICE -- TIME SENSITIVE RESPONSE REQUIRED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT, OR DEEMED APPROVAL WILL OCCUR” and if Borrower fails to respond to such second submission within such additional five (5) Business Day period, then such approval shall be deemed to have been given by Borrower. Notwithstanding anything to the contrary contained herein, without the consent need to comply with any formal or procedural requirements of Borrowers this Agreement or any other Person. (b) If requested by Agent or any Lender, Borrowers shall assist Agent or such Lender, in satisfying the market standards to which Agent customarily adheres or which may be required in the marketplace in connection with any Secondary Market Transactions, including to: (i) (A) provide updated financial and other information with respect to the Properties, the business operated at the Properties or the Borrowers, (B) provide updated budgets relating to the Properties, 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 (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Agent; (ii) provide opinions of counsel, which may be relied upon by Agent, each Lender, and their respective successors, assigns and participants, and their respective counsel, agents and representatives, customary in Secondary Market Transactions with respect to the Properties and Borrowers and their Affiliates, which counsel and opinions shall be reasonably satisfactory to Agent, which counsel and opinions shall be satisfactory to Agent and each Lender; (iii) provide updated, as of the closing date of any Secondary Market Transaction, representations and warranties made in the Loan Documents to the extent applicable; and (iv) execute non-material amendments to the Loan Documents and Borrowers’ organizational documents and such other documents requested by Agent, including without limitation, those documents required pursuant to Section 9.3 below; provided, however, that Borrowers shall not be required to modify or amend any Loan Document if such modification or amendment would (i) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, (ii) alter the rights or increase the obligations of Borrowers or Guarantor under the Loan Documents, or (iii) subject to Section 9.3, modify or amend notwithstanding any other economic provision set forth in this Agreement or other material term any of the Loan; and (v) at Agent’s requestother Loan Documents, make such representatives of Borrowers requested by Agent available to meet with any to investors or prospective investors in any potential Secondary Market Transaction at Borrowers’ offices. (c) Agent and each Lender may disclose to an assignee (at any time create a security interest in all or proposed assignee), participant (or proposed participant), underwriter, investor (or proposed investor), lender (or proposed lender), regulator or any portion of its rights under this Agreement and any other Governmental Authority and their representatives Loan Document (including, without limitation, the advances owing to it) in favor of (i) any commission Federal Reserve Bank, any Federal Home Loan Bank or agency established pursuant to a legislative act of the United States Congress, the New York State Assembly and/or the applicable legislative body of the state in which the Properties is located), accountants, and/or attorneys, representatives central reserve bank or agents similar authority of any other country to secure any obligation of Lender to such bank or similar authority (a “Central Bank Pledge”) or (ii) the foregoingtrustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued by a German mortgage bank, or any information relating other Person permitted to issue covered mortgage bonds, under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, on any substitute or successor legislation (a “Pfandbrief Pledge”). In the event that the interest of any Lender that is assigned in connection with a Central Bank Pledge or Pfandbrief Pledge is foreclosed upon and transferred to the Loan pledge thereof, such Lender shall have no further liability hereunder with respect to the interest that was the subject of such transfer and any Person that is a party to a Loan Document; provided, however, that, prior to any such disclosure of non-public or confidential information, any such Person the assignee shall be advised of the confidentiality such Lender with respect to such interest. Each Lender shall not be required to notify Borrower of any non-public Central Bank Pledge or confidential information received by itPfandbrief Pledge. -138- 9.

Sale of Loan. (a) Each 9.1.1 Pursuant and subject to Section 11.25 hereof, a Lender shall have the right to (a) to sell without the consent of Borrower, sell, finance or otherwise transfer its Note the Loan (which shall include the aggregate funded and unfunded Commitment with respect to the Loan) or any portion thereof; provided, however, that, so long as no Event of Default is then existing, if the transferee of the Loan (or portion thereof) is not an Eligible Assignee, then Borrower’s consent shall be required with respect to any such sale, financing or other transfer of the Loan or any portion thereof, or (b) to issue or sell one or more participation interests in its the Loan, or (c) issue mortgage pass–through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement secured by or evidencing ownership interests in the Note and the Mortgage; provided, however, that, so long as no Event of Default is then existing, Borrower’s consent shall be required with respect to any such securitization (which consent shall not be unreasonably withheld, conditioned or delayed) ((a), (b) and (c), collectively, “Secondary Market Transactions”). With respect to any approval of Borrower required under this Section 9.1.1, if Borrower fails to respond to a written request from Administrative Agent to Borrower for Borrower’s approval within ten (10) Business Days following Administrative Agent’s delivery of the materials required with respect thereto, Administrative Agent shall deliver a second notice to Borrower stating in bold uppercase letters at the top of such request “FINAL NOTICE -- TIME SENSITIVE RESPONSE REQUIRED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT, OR DEEMED APPROVAL WILL OCCUR” and if Borrower fails to respond to such second submission within such additional five (5) Business Day period, then such approval shall be deemed to have been given by Borrower. Notwithstanding anything to the contrary contained herein, without the consent need to comply with any formal or procedural requirements of Borrowers this Agreement or any of the Loan Documents, notwithstanding any other provision set forth in this Agreement or any of the other Loan Documents, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement and any other Loan Document (including, without limitation, the advances owing to it) in favor of (i) any Federal Reserve Bank, any Federal Home Loan Bank or the central reserve bank or similar authority of any other country to secure any obligation of Lender to such bank or similar authority (a “Central Bank Pledge”) or (ii) the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued by a German mortgage bank, or any other PersonPerson permitted to issue covered mortgage bonds, under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, on any substitute or successor legislation (a “Pfandbrief Pledge”). In the event that the interest of any Lender that is assigned in connection with a Central Bank Pledge or Pfandbrief Pledge is foreclosed upon and transferred to the pledge thereof, such Lender shall have no further liability hereunder with respect to the interest that was the subject of such transfer and the assignee shall be such Lender with respect to such interest. Each Lender shall not be required to notify Borrower of any Central Bank Pledge or Pfandbrief Pledge. (b) 9.1.2 If requested by Agent or any a Lender, Borrowers Borrower shall assist Agent reasonably cooperate at no cost or expense to Borrower, except as set forth in Section 9.6, with such Lender, Lender in satisfying the market standards to which Agent such Lender customarily adheres or which may be reasonably required in the marketplace in connection with any Secondary Market Transactions, including including, without limitation, to: (ia) (Ai) provide updated financial and other information with respect to the PropertiesProperty, the business operated at the Properties Borrower, Mortgage Borrower, Guarantor or the BorrowersManager, including any information reasonably required to permit any (proposed) Lender to comply with applicable Anti-Money Laundering Laws, (Bii) provide updated budgets relating to the PropertiesProperty, and (Ciii) provide updated appraisalsAppraisals, 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 (collectively, the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Agentsuch Lender; (iib) provide opinions of counsel, which may be relied upon by Agent, each Lender, Administrative Agent such Lender and their respective successors, assigns and participants, and their respective counsel, agents and representatives, Participants customary in Secondary Market Transactions with respect to the Properties Property, Borrower, Mortgage Borrower, Guarantor and Borrowers Manager and their respective Affiliates, which counsel and opinions shall be reasonably satisfactory to Agent, which counsel and opinions shall be satisfactory to Agent and each such Lender; (iiic) provide updated, as of the closing date of any the Secondary Market Transaction, representations and warranties made in the Loan Documents (other than those made as of a specific date or modified as disclosed to such Lender) to the extent applicable; and; (ivd) execute non-material amendments to the Loan Documents and Borrowers’ Borrower’s organizational documents and such other documents reasonably requested by Agentsuch Lender, including including, without limitation, those documents required pursuant to Section 9.3 9.5 below; provided, however, that Borrowers Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (i) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, (ii) change the interest rate in a manner that would cause the weighted average of the interest rates for all components immediately after the effective date of such modification to be different than the interest rate of the original Note immediately prior to such modification (it being agreed that Borrower shall not be subject to any “rate creep” in connection with this Section 9.1.2, except that prepayments or repayments of the Outstanding Principal Balance after the occurrence of an Event of Default and/or the application of Net Liquidation Proceeds After Debt Service pursuant hereto may be applied to the components of the Note sequentially, starting with the most senior component, and, as a result thereof, the weighted average interest rate payable under the Loan may change), (iii) alter the rights or increase the obligations or liabilities of Borrowers Borrower or Guarantor under the Loan DocumentsDocuments in any non de minimis respect, or (iiiiv) subject to Section 9.39.5, modify or amend any other economic or other material term of the LoanLoan in a manner that is detrimental to Borrower, or (v) require any additional collateral or the pledge of any interest in Borrower or any Affiliate; and (ve) at Agentany Lender’s requestrequest upon at least two (2) Business Days’ prior notice and during business hours, make such representatives of Borrowers Borrower requested by Agent such Lender available to meet with any to investors or prospective investors in any potential Secondary Market Transaction at Borrowers’ Borrower’s offices.; (c) Agent and each 9.1.3 A Lender may disclose to an assignee (or proposed assignee), participant Participant (or proposed participantParticipant), underwriter, investor (or proposed investor), lender (or proposed lender), regulator or other Governmental Authority and their representatives (including, without limitation, any commission or agency established pursuant to a legislative act of the United States Congress, the New York State Assembly and/or the applicable legislative body of the state in which the Properties Property is located), accountants, and/or attorneys, representatives or agents of any of the foregoing, any information relating to the Loan and any Person that is a party to a Loan Document; provided, however, that, prior to any such disclosure of non-public or confidential information, any such Person shall be advised of the confidentiality of any non-public or confidential information received by itit and, except to the extent such Person is a Governmental Authority, required to maintain to confidentiality of such information.

Sale of Loan. (a) Each Lender shall have the right (ai) to sell or otherwise transfer its Note the Loan or any portion thereof, or (bii) to issue or sell one or more participation interests in its Note the Loan, or (collectivelyiii) to securitize the Loan or any portion thereof in a single asset securitization or one or more pooled loan securitizations, “Secondary Market Transactions”) without the consent of Borrowers Borrower or any other Person. (The transactions referred to in clauses (i), (ii) and (iii) are each hereinafter referred to as a “Secondary Market Transaction”. 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. Notwithstanding the foregoing, so long as no Event of Default exists, until such time as all Future Advances have been fully funded, the obligation to fund Future Advances may only be assigned to a Lender with a minimum net worth of at least $270,000,000.00, which Future Advances may be evidenced by a separate Note. (b) If requested by Agent or any Lender, Borrowers Borrower shall reasonably and promptly assist Agent or such Lender, and cooperate with Lender in satisfying the market standards to which Agent Lender customarily adheres or which may be required in the marketplace, by prospective investors, applicable Legal Requirements and/or otherwise in the marketplace in connection with any Secondary Market Transactions, including to: (i) (A) provide updated financial and other information with respect to the PropertiesProperty, the business operated at the Properties or Property, Borrower and the BorrowersManager (provided, that, 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 Tenant) relating to the PropertiesProperty, and (C) provide assist and cooperate with Lender’s procurement of 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 AgentLender; (ii) provide updates to the opinions of counselcounsel delivered in connection with the Closing, which may be relied upon by Agent, each Lender, Lender and their respective its successors, assigns and participants, underwriters and their respective counsel, agents and representatives, customary in Secondary Market Transactions with respect to the Properties and Borrowers and their Affiliates, which counsel and opinions shall be reasonably satisfactory to AgentLender (provided, which that, Borrower shall not be required to have its legal counsel and opinions shall be satisfactory to Agent and each Lenderdeliver a “10b-5” opinion in connection with any Secondary Market Transaction); (iii) provide updated, as of the closing date of any Secondary Market Transaction, representations and warranties made in the Loan Documents to the extent applicable; and; (iv) execute non-material amendments to the Loan Documents and Borrowers’ Borrower’s organizational documents and such other documents requested by AgentLender, including without limitation, those documents required pursuant to Section 9.3 9.37 below; provided, however, that Borrowers Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (ix) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, (iiy) alter the rights or increase the obligations of Borrowers Borrower or Guarantor under the Loan Documents, or (iiiz) subject to Section 9.39.37, modify or amend any other economic or other material term of the Loan; and (v) at AgentLender’s request, make Guarantor and such representatives of Borrowers Borrower requested by Agent Lender available to meet with any to investors or prospective investors in any potential Secondary Market Transaction at Borrowers’ Borrower’s offices, at reasonable times during normal business hours and upon not less than twenty-four (24) hour prior notice (which may be given telephonically). (c) Agent and each Lender may disclose to an assignee (or proposed assignee), participant (or proposed participant), underwriter, investor (or proposed investor), lender (or proposed lender), regulator or other Governmental Authority and their representatives (including, without limitation, any commission or agency established pursuant to a legislative act of the United States Congress, the New York State Assembly and/or the applicable legislative body of the state in which the Properties Property is located), accountants, and/or attorneys, representatives or agents of any of the foregoing, any information relating to the Loan and any Person that is a party to a Loan Document; provided, however, that, prior to any such disclosure of non-public or confidential information, any such Person shall be advised of and acknowledge the confidentiality of any non-public or confidential information received by itit and executes Lender’s then standard form of confidentiality agreement. (d) In connection with any Secondary Market Transaction, Lender shall have the right, and Borrower hereby authorized Lender to disclose any and all information in Lender’s possession regarding Borrower, Guarantor, Approved Property Manager, the Property and/or the Loan in any document or 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 actual or potential investors; provided, that any recipient of such information shall be advised of the confidential nature of such information.