Common use of Sale of Loan Clause in Contracts

Sale of Loan. (a) Each Lender shall have the right (i) to sell or otherwise transfer the Loan or any portion thereof, (ii) to issue or sell one or more participation interests in the Loan, or (iii) to securitize the Loan or any portion thereof in a single asset securitization or one or more pooled loan securitizations, without the consent of 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 Lender, Borrower shall reasonably and promptly assist and cooperate with Lender in satisfying the market standards to which 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 Property, the business operated at the Property, Borrower and the Manager (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 Property, and (C) 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 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; (ii) provide updates to the opinions of counsel delivered in connection with the Closing, which may be relied upon by Lender and its successors, assigns and participants, underwriters and their respective counsel, agents and representatives, which counsel and opinions shall be reasonably satisfactory to Lender (provided, that, Borrower shall not be required to have its legal counsel deliver 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; (iv) execute amendments to the Loan Documents and Borrower’s organizational documents and such other documents requested by Lender, including without limitation, those documents required pursuant to Section 9.37 below; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (x) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, (y) alter the rights or increase the obligations of Borrower or Guarantor under the Loan Documents, or (z) subject to Section 9.37, modify or amend any other economic or other material term of the Loan; and (v) at Lender’s request, make Guarantor and such representatives of Borrower requested by Lender available to meet with any to investors or prospective investors in any potential Secondary Market Transaction at 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) 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 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 it 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.

Sale of Loan. (a) Each 9.1.1 Lender shall have the right (ia) to sell sell, finance or otherwise transfer the Loan or any portion thereof, thereof or (iib) to issue or sell one or more participation interests in the LoanLoan (collectively, or (iii“Secondary Market Transactions”) to securitize the Loan or any portion thereof in a single asset securitization or one or more pooled loan securitizations, without the consent of 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) 9.1.2 If requested by LenderLxxxxx, Borrower shall reasonably and promptly assist and cooperate with Lender in satisfying the market standards to which 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 including, without limitation, to: (a) provide (i) (A) provide updated financial and other information with respect to the Property, the business operated at the Property, Borrower and the Manager (provided, that, Borrower shall not be required to provide any financial statements of Manager)Property or Borrower, (Bii) 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 Property, and (Ciii) assist and cooperate with Lender’s procurement of 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 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; (iib) provide updates to the opinions of counsel delivered in connection with the Closingcounsel, which may be relied upon by Lender Lxxxxx and its successors, assigns and participants, underwriters participants customary in Secondary Market Transactions with respect to the Property and their respective counsel, agents Borrower and representativesits Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender (provided, that, Borrower shall not be required to have its legal counsel deliver a “10b-5” opinion in connection with any Secondary Market Transaction)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; (ivd) execute amendments to the Loan Documents and BorrowerBxxxxxxx’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 LenderLxxxxx, including including, without limitation, those documents required pursuant to Section 9.37 9.5 below; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (xi) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, (yii) alter the rights or increase the obligations of Borrower or Guarantor under the Loan DocumentsDocuments in any non de minimis respect, or (ziii) subject to Section 9.379.5, modify or amend any other economic or other material term of the LoanLoan in any manner detrimental to Borrower; and (ve) at LenderLxxxxx’s request, make Guarantor and such representatives of Borrower requested by Lender Lxxxxx available to meet with any to investors or prospective investors in any potential Secondary Market Transaction at 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) 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 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 and acknowledge the confidentiality of any non-public or confidential information received by it and executes Lender’s then standard form of and, except to the extent such Person is a Governmental Authority, required to maintain to 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.

Sale of Loan. (a) Each 9.1.1 Pursuant and subject to Section 11.25 hereof, a Lender shall have the right to (ia) to sell without the consent of Borrower, sell, finance or otherwise transfer 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, (iib) to issue or sell one or more participation interests in the Loan, or (iiic) to securitize the Loan or any portion thereof in a single asset securitization or one or more pooled loan securitizations, without the consent of 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 issue mortgage pass–through certificates or other securities issued evidencing a beneficial interest in connection with a Secondary Market Transaction are hereinafter referred to as “Securities”). At Lender’s electionrated or unrated public offering or private placement secured by or evidencing ownership interests in the Note and the Mortgage; provided, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. Notwithstanding the foregoinghowever, that, so long as no Event of Default existsis then existing, until Borrower’s consent shall be required with respect to any such time as all Future Advances have been fully fundedsecuritization (which consent shall not be unreasonably withheld, the obligation to fund Future Advances may only be assigned to a Lender with a minimum net worth of at least $270,000,000.00conditioned or delayed) ((a), which Future Advances may be evidenced by a separate Note. (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 need to comply with any formal or procedural requirements of 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 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 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. 9.1.2 If requested by a Lender, Borrower shall reasonably and promptly assist and cooperate at no cost or expense to Borrower, except as set forth in Section 9.6, with such Lender in satisfying the market standards to which such Lender 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 including, without limitation, to: (ia) (Ai) provide updated financial and other information with respect to the Property, the business operated at the PropertyBorrower, Borrower and the Manager (providedMezzanine Borrower, thatGuarantor or Manager, Borrower shall not be including any information reasonably required to provide permit any financial statements of Manager)(proposed) Lender to comply with applicable Anti-Money Laundering Laws, (Bii) 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 Property, and (Ciii) assist and cooperate with Lender’s procurement of 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 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 such Lender; (iib) provide updates to the opinions of counsel delivered in connection with the Closingcounsel, which may be relied upon by Administrative Agent such Lender and its their respective successors, assigns and participantsParticipants customary in Secondary Market Transactions with respect to the Property, underwriters Borrower, Mezzanine Borrower, Guarantor and Manager and their respective counsel, agents and representativesAffiliates, which counsel and opinions shall be reasonably satisfactory to Lender (provided, that, Borrower shall not be required to have its legal counsel deliver a “10b-5” opinion in connection with any Secondary Market Transaction)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; (ivd) execute amendments to the Loan Documents and Borrower’s organizational documents and such other documents reasonably requested by such Lender, including including, without limitation, those documents required pursuant to Section 9.37 9.5 below; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (xi) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, (yii) 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 Borrower or Guarantor under the Loan DocumentsDocuments in any non de minimis respect, or (ziv) subject to Section 9.379.5, 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 any Lender’s requestrequest upon at least two (2) Business Days’ prior notice and during business hours, make Guarantor and such representatives of Borrower requested by such Lender available to meet with any to investors or prospective investors in any potential Secondary Market Transaction at 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) 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 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 it and executes Lender’s then standard form of and, except to the extent such Person is a Governmental Authority, required to maintain to 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.

Sale of Loan. (a) Each Agent and each Lender shall have the right (i) to sell or otherwise transfer 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 (ii) to issue or sell one or more participation interests in the Loan, or (iii) to securitize the Loan or any portion thereof in a single asset securitization or one or more pooled loan securitizations, without the consent of Borrower Borrowers or any other Person. Person (The the transactions referred to in clauses (i), (ii) and (iiiii) are each hereinafter referred to as a “Secondary Market Transaction”. Any ” and 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. Notwithstanding In the foregoing, so long as no Event 49289660 event the initial Lender hereunder sells or assigns all of Default exists, until such time as all Future Advances have been fully funded, its interest in the obligation to fund Future Advances may only be assigned Loan to a Lender Person that is not an Affiliate of Lender, Agent shall provide Borrowers with a minimum net worth notice of at least $270,000,000.00, which Future Advances may be evidenced by a separate Notesuch 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, Borrower Borrowers shall reasonably and promptly assist and cooperate with Agent or such Lender in satisfying the market standards to which Lender 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 Property, the business operated at the Property, Borrower Borrowers, Guarantor(s) and the Manager (providedManager, thatincluding, Borrower shall not be required to provide any financial statements of Manager)without limitation, the information set forth on Exhibit 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 Tenant) relating to the Property, and (C) assist provide (and cooperate with LenderAgent’s procurement of 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 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 LenderAgent; (ii) provide updates to the opinions of counsel delivered in connection with the Closingcounsel, which may be relied upon by Lender Agent, each Lender, and its their respective successors, assigns and participants, underwriters and their respective counselunderwriters, agents and representatives, as to non-consolidation or any other opinion customary in Secondary Market Transactions with respect to the Property, the Loan Documents, and Borrowers and its Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender (provided, that, Borrower shall not be required to have its legal counsel deliver a “10b-5” opinion in connection with any Secondary Market Transaction)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; (iv) execute amendments to the Loan Documents and Borrower’s Borrowers’ organizational documents and such other documents requested by LenderAgent, including without limitation, those documents required pursuant to Section 9.37 8.4 below; provided, however, that Borrower Borrowers shall not be required to modify or amend make any Loan Document if such modification or amendment would Prohibited Changes (x) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, (y) alter the rights or increase the obligations of Borrower or Guarantor under the Loan Documents, or (z) subject to Section 9.37, modify or amend any other economic or other material term of the Loandefined below); and (v) at LenderAgent’s request, make Guarantor and such representatives of Borrower Borrowers requested by Lender Agent available to meet with any to investors or prospective investors in any potential Secondary Market Transaction at Borrower’s Borrowers’ 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) 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 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 this Section 8.1 shall be advised of and acknowledge the confidentiality of any non-public or confidential information received by it and executes Lender’s then standard form of confidentiality agreementfurnished to Agent within ten (10) Business Days after notice from Agent. (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.

Sale of Loan. Co-Lenders, Participations and -------------------------------------------- Servicing. --------- (a) Each Lender shall have the right (i) to and any Co-Lender may, at their option, sell or otherwise transfer the Loan with novation all or any portion thereofpart of their right, (ii) to issue or sell one or more participation interests in title and interest in, and to, and under the Loan, or (iii) to securitize the Loan or any portion thereof in a single asset securitization or one or more pooled loan securitizationsincluding, without limitation, all or a portion of their obligation to make Advances, and its interest in the consent outstanding principal balance of Borrower or any other Person. (The transactions referred to in clauses (i)the Loan, (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 additional Co-Lenders; if no Event of Default existshas occurred and is continuing, until such time as all Future Advances have been fully funded, each Co-Lender shall be subject to the obligation to fund Future Advances may only be assigned to a Lender with a minimum net worth prior written approval of at least $270,000,000.00Borrower, which Future Advances may approval shall not be evidenced by unreasonably withheld or delayed. Each additional Co-Lender shall enter into an assignment and assumption agreement (the "Assignment and Assumption") assigning a separate Note. (b) If requested by portion of Lender's or Co-Lender's rights and obligations under the Loan, Borrower shall reasonably and promptly assist and cooperate with Lender in satisfying the market standards pursuant to which the additional Co-Lender customarily adheres or which may be required accepts such assignment and assumes the assigned obligations. From and after the effective date specified in the marketplace, by prospective investors, applicable Legal Requirements and/or otherwise in the marketplace in connection with any Secondary Market Transactions, including to: Assignment and Assumption (i) (A) provide updated financial and other information with respect to the Property, the business operated at the Property, Borrower and the Manager (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 Property, and (C) 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 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; (ii) provide updates to the opinions of counsel delivered in connection with the Closing, which may be relied upon by Co-Lender and its successors, assigns and participants, underwriters and their respective counsel, agents and representatives, which counsel and opinions shall be reasonably satisfactory a party hereto and to Lender (provided, that, Borrower shall not be required to have its legal counsel deliver 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 each Loan Documents Document to the extent applicable; (iv) execute amendments of the applicable percentage or percentages set forth in the Assignment and Assumption and, except as specified otherwise herein, shall succeed to the Loan Documents rights and Borrower’s organizational documents and such other documents requested by Lender, including without limitation, those documents required pursuant to Section 9.37 below; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (x) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, (y) alter the rights or increase the obligations of Borrower or Guarantor under Lender and the Co-Lenders hereunder and thereunder in respect of the Loan Documents, or (z) subject to Section 9.37, modify or amend any other economic or other material term of the Loan; and (v) at Lender’s request, make Guarantor and such representatives of Borrower requested by Lender available to meet with any to investors or prospective investors in any potential Secondary Market Transaction at 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) 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 its pro rata share of Lender's and each Co-Lenders' obligations to make Advances hereunder), and (ii) Lender, as lender and each Co-Lender, as applicable, shall, to the extent such rights and obligations have been assigned and assumed by it pursuant to a legislative act such Assignment and Assumption, relinquish its rights and be released from its obligations hereunder and under the Loan Documents. (b) The liabilities of Lender and each of the United States CongressCo-Lenders shall be several and not joint, and Lender's and each Co-Lenders' obligations to Borrower and the New York State Assembly and/or REIT under this Agreement shall be reduced by the applicable legislative body amount of each such Assignment and Assumption. Neither Lender nor any Co-Lender shall be responsible for the obligations of any other Co-Lender. Lender and each Co-Lender shall be liable to Borrower only for their respective proportionate shares of the state in which the Property is located), accountants, and/or attorneys, representatives or agents of Loan. If for any reason any of the Co-Lenders shall fail or refuse to abide by their obligations under this Agreement, Lender and the other Co-Lenders shall not be relieved of their obligations, if any, hereunder, including their obligations to make their pro rata share of any Advance on the date set forth for such Advance in the Notice of Borrowing; notwithstanding the foregoing, Lender and the Co-Lenders shall have the right, but not the obligation, at their sole option, to make the defaulting Co-Lender's pro rata share of such Advance pursuant to the terms of the Intercreditor Agreement. (c) Borrower agrees that it shall, in connection with any sale of all or any portion of the Loan, whether in whole or to an additional Co- Lender or Participant (a "Syndication"), within ten (10) business days after requested by Agent or the Syndication Agent, furnish Agent or the Syndication Agent with the certificates required under Section 9.22(a) and (b) and such other information relating to as reasonably requested by any additional Co-Lender or Participant in performing its due diligence in connection with its purchase of an interest in 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 it and executes Lender’s then standard form of confidentiality agreementFacility Amount. (d) In connection If for any reason the Lender or any of the Co-Lenders shall fail or refuse to abide by its obligations under the Loan Agreement, this Agreement or the other Loan Documents (each a "Defaulting Co-Lender"), then, in addition to the rights and remedies that may be available to the Agent and the other Co-Lenders at law and in equity, such Defaulting Co-Lender's right to participate in the administration of the Loan and the Loan Documents, including without limitation, any rights to consent to or direct any action or inaction of the Agent or to be taken into account in the calculation of Majority Co-Lenders, shall be suspended during the pendency of such failure or refusal. (e) Lender (or an Affiliate of Lender) shall act as administrative agent for itself and the Co-Lenders (together with any Secondary Market Transactionsuccessor administrative agent, the "Agent") pursuant to this Section 9.09(e). Borrower acknowledges that Lender, as Agent shall have the sole and exclusive authority to execute and perform this Agreement and each Loan Document on behalf of itself, as Lender and as agent for itself and the Co-Lenders subject to the terms of the Intercreditor Agreement. Except as otherwise provided herein, Borrower shall have no obligation to recognize or deal directly with any Co-Lender, and no Co-Lender shall have any right to deal directly with Borrower with respect to the rightrights, benefits and obligations of Borrower under this Agreement, the Loan Documents or any one or more documents or instruments in respect thereof. Borrower may rely conclusively on the actions of Lender as Agent to bind Lender and the Co-Lenders, notwith- standing that the particular action in question may, pursuant to this Agreement or any Intercreditor Agreement among Agent and the Co-Lenders, be subject to the consent or direction of the Co-Lenders. Lender may resign as Agent of the Co-Lenders, in its sole discretion, without the consent of Borrower. Upon any such resignation, a successor Agent shall be determined pursuant to the terms of the Intercreditor Agreement. The Borrower and the REIT agree to execute an Administrative Fee Letter with each successor Agent, which shall provide for the amount and payment of the Administrative Fee to such successor Agent. The term Agent shall mean any successor Agent. Notwithstanding any provision to the contrary in this Agreement, neither the Agent nor the Syndication Agent shall have any duties or responsibilities except those expressly set forth herein and in the Intercreditor Agreement and no covenants, functions, responsibilities, duties, obligations or liabilities of Agent or the Syndication Agent shall be implied by or inferred from this Agreement, the Intercreditor Agreement, or any other Loan Document, or otherwise exist against Agent or the Syndication Agent. (f) Except to the extent its obligations hereunder and its interest in the Loan have been assigned pursuant to one or more Assignments and Assumption, Lehman, as Syndication Agent and Agent, shall have the same rixxxx xnd powers under this Agreement as any other Co-Lender and may exercise the same as though it were not the Syndication Agent or Agent, respectively. The term "Co-Lender" or "Co-Lenders" shall, unless otherwise expressly indicated, include Lehman in its individual capacity. Lehman and the other Co-Lxxxxxx and their respective affilixxxx xay accept deposits from, lend money to, act as trustee under indentures of, and Borrower hereby authorized Lender to disclose generally engage in any and all information in Lender’s possession regarding kind of business with, Borrower, Guarantorany Loan Party or any Affiliate of Borrower or any Loan Party and any Person or entity who may do business with or own securities of Borrower or any Loan Party or any Affiliate of Borrower or any Loan Party or any Affiliate thereof, Approved Property Manager, the Property and/or the Loan all as if they were not serving in such capacities hereunder and without 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, duty to any actual or potential investors; provided, that any recipient of such information shall be advised of the confidential nature of such informationaccount therefor to each other.

Sale of Loan. (a) Each Lender shall have the right (ia) to sell or otherwise transfer the Loan its Note or any portion thereof, or (iib) to issue or sell one or more participation interests in the Loanits Note (collectively, or (iii“Secondary Market Transactions”) to securitize the Loan or any portion thereof in a single asset securitization or one or more pooled loan securitizations, without the consent of Borrower Borrowers 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, Borrower Borrowers shall reasonably and promptly assist and cooperate with Lender Agent or such Lender, in satisfying the market standards to which Lender Agent 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 PropertyProperties, the business operated at the Property, Borrower and Properties or the Manager (provided, that, Borrower shall not be required to provide any financial statements of Manager)Borrowers, (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 PropertyProperties, and (C) assist and cooperate with Lender’s procurement of 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 Property Properties (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to LenderAgent; (ii) provide updates to the opinions of counsel delivered in connection with the Closingcounsel, which may be relied upon by Lender Agent, each Lender, and its their respective 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 Lender (providedAgent, that, Borrower which counsel and opinions shall not be required satisfactory to have its legal counsel deliver a “10b-5” opinion in connection with any Secondary Market Transaction)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 Borrower’s Borrowers’ organizational documents and such other documents requested by LenderAgent, including without limitation, those documents required pursuant to Section 9.37 9.3 below; provided, however, that Borrower Borrowers shall not be required to modify or amend any Loan Document if such modification or amendment would (xi) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, (yii) alter the rights or increase the obligations of Borrower Borrowers or Guarantor under the Loan Documents, or (ziii) subject to Section 9.379.3, modify or amend any other economic or other material term of the Loan; and (v) at LenderAgent’s request, make Guarantor and such representatives of Borrower Borrowers requested by Lender Agent available to meet with any to investors or prospective investors in any potential Secondary Market Transaction at Borrower’s Borrowers’ 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 Property 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 and acknowledge the confidentiality of any non-public or confidential information received by it and executes Lender’s then standard form of confidentiality agreementit. (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.

Sale of Loan. Participations or Syndication ------------------------------------------------- Any Lender may at any time sell, assign, transfer, syndicate, grant participations in or otherwise dispose of any portion of the Loan (a) Each Lender shall have the right (ieach such interest so disposed of being herein called a "TRANSFERRED INTEREST") to sell banks, insurance companies or otherwise other financial institutions (hereinafter called "TRANSFEREES"), pursuant to such transfer agreements, co-lender agreements, participation agreements, and/or agency agreements into which such Lender and its Transferees may enter and by which Borrower shall agree in writing to abide. Borrower agrees that each Transferee shall be entitled to the benefits of this Agreement with respect to its Transferred Interest. In addition, Borrower hereby agrees that any Lender may, at any time and from time to time, in its ordinary course of business and in accordance with applicable law, (A) assign an undivided interest in the Loan to an affiliate of such Lender, or (B) pledge or assign the same to any portion thereofFederal Reserve Bank in accordance with applicable law. At the request of any Lender, (ii) in the event of any such sale, assignment, transfer or syndication, Borrower shall execute separate new Notes to issue or sell one or more participation the assignor and its assignee, in the amounts of their respective interests in the LoanLoan after said assignment, or (iii) and shall deliver the same to securitize the assignor and the assignee, in exchange for the assignor's existing Note. All such separate new Notes shall be entitled to all the rights and benefits accorded to the existing Note under the terms of the Loan Documents. No such assignment shall be binding upon Borrower until a Lender gives written notice thereof to Borrower. Agent and each Lender may divulge all information relating to Borrower, Guarantor or any Real Estate Asset which Agent or such Lender has to any actual or potential Transferee, and Borrower shall cooperate with Agent and each Lender in satisfying the requirements of any Transferee with respect to the transfer. Borrower agrees that each Transferee shall be entitled to the benefits hereof with respect to its Transferred Interest and that each Transferee may exercise any and all rights of banker's lien, setoff and counterclaim as if such Transferee were a direct lender to Borrower. If any Lender makes any assignment to a Transferee, then upon notice to Borrower such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a Lender hereunder and shall have all the rights and obligations of a Lender hereunder, and such Lender shall be released from its duties and obligations under this Agreement to the extent of such assignment. Borrower further acknowledges that notwithstanding the provisions of this Agreement which require the consent or approval of Agent, Majority Lenders or Lenders, the terms and provisions of the Intercreditor Agreement and any future Assignment and Assumption Agreement which any Lender(s) may execute from time to time in connection with a transfer of all or a portion thereof in a single asset securitization of Loan may require that Agent or one or more pooled loan securitizations, without Lenders obtain the consent or approval of Borrower another Person or any other Person. (The transactions referred Lender; provided, however in no event shall Agent obligate itself 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 obtain the Loan may be subject to approval of one or more Secondary Market TransactionsLenders with respect to the release of an Approved Asset which is not a Major Asset pursuant to SECTION 2.B.4. In the event of a conflict between the provisions of this Agreement relating to consent or approval and the provisions of the Intercreditor Agreement or any future Assignment and Assumption Agreement, the provisions of the Intercreditor Agreement and any future document shall control, whether or not Borrower is advised by Agent or any Lender of such conflict. Notwithstanding the foregoing, so long as no Event nothing contained herein shall require the Borrower to communicate directly with the Lenders in lieu of Default exists, until such time as all Future Advances have been fully funded, the obligation to fund Future Advances communicating with Agent on behalf of Lenders. While Agent may only be assigned to a Lender provide Borrower with a minimum net worth copy of at least $270,000,000.00the Intercreditor Agreement, which Future Advances may be evidenced by a separate Note. (b) If requested by Lender, as amended from time to time and any Assignment and Assumption Agreement executed from time to time and request that Borrower shall reasonably acknowledge the terms and promptly assist and cooperate with Lender in satisfying the market standards to which 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 Property, the business operated at the Property, Borrower and the Manager (provided, thatprovisions thereof, 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 Property, and (C) 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 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; (ii) provide updates to the opinions of counsel delivered in connection with the Closing, which may be relied upon by Lender and its successors, assigns and participants, underwriters and their respective counsel, agents and representatives, which counsel and opinions shall be reasonably satisfactory to Lender (provided, that, Borrower shall not be required to have its legal counsel deliver 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; (iv) execute amendments to the Loan Documents and Borrower’s organizational documents and such other documents requested by Lender, including without limitation, those documents required pursuant to Section 9.37 below; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (x) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, (y) alter the rights or increase the obligations of Borrower or Guarantor under the Loan Documents, or (z) subject to Section 9.37, modify or amend any other economic or other material term of the Loan; and (v) at Lender’s request, make Guarantor and such representatives of Borrower requested by Lender available to meet with any to investors or prospective investors in any potential Secondary Market Transaction at 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) 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 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 it 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 right 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 approve or in any promotional or marketing materials that are prepared by or on behalf of Lender in connection with disapprove 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 informationagreements.

Sale of Loan. (a) Each 9.1.1 Pursuant and subject to Section 11.25 hereof, a Lender shall have the right to (ia) to sell without the consent of Borrower, sell, finance or otherwise transfer 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, (iib) to issue or sell one or more participation interests in the Loan, or (iiic) to securitize the Loan or any portion thereof in a single asset securitization or one or more pooled loan securitizations, without the consent of 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 issue mortgage pass– through certificates or other securities issued evidencing a beneficial interest in connection with a Secondary Market Transaction are hereinafter referred to as “Securities”). At Lender’s electionrated or unrated public offering or private placement secured by or evidencing ownership interests in the Note and the Mortgage; provided, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. Notwithstanding the foregoinghowever, that, so long as no Event of Default existsis then existing, until Xxxxxxxx’s consent shall be required with respect to any such time as all Future Advances have been fully fundedsecuritization (which consent shall not be unreasonably withheld, the obligation to fund Future Advances may only be assigned to a Lender with a minimum net worth of at least $270,000,000.00conditioned or delayed) ((a), which Future Advances may be evidenced by a separate Note. (b) If requested by Lenderand (c), Borrower shall reasonably and promptly assist and cooperate with Lender in satisfying the market standards to which Lender customarily adheres or which may be required in the marketplacecollectively, by prospective investors, applicable Legal Requirements and/or otherwise in the marketplace in connection with any “Secondary Market Transactions”). With respect to any approval of Borrower required under this Section 9.1.1, including to: if Borrower fails to respond to a written request from Administrative Agent to Borrower for Borrower’s approval within ten (i10) (A) provide updated financial and other information 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 Propertycontrary contained herein, without the business operated at the Property, Borrower and the Manager (provided, that, Borrower shall not be required need 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 Property, and (C) 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 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; (ii) provide updates to the opinions of counsel delivered in connection with the Closing, which may be relied upon by Lender and its successors, assigns and participants, underwriters and their respective counsel, agents and representatives, which counsel and opinions shall be reasonably satisfactory to Lender (provided, that, Borrower shall not be required to have its legal counsel deliver a “10b-5” opinion in connection comply with any Secondary Market Transaction); (iii) provide updated, as formal or procedural requirements of the closing date this Agreement or any of any Secondary Market Transaction, representations and warranties made in the Loan Documents to the extent applicable; (iv) execute amendments to the Loan Documents and Borrower’s organizational documents and such other documents requested by Lender, including without limitation, those documents required pursuant to Section 9.37 below; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (x) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, (y) alter the rights or increase the obligations of Borrower or Guarantor under the Loan Documents, or (z) subject to Section 9.37, modify or amend notwithstanding any other economic provision set forth in this Agreement or other material term any of the Loan; and (v) at Lender’s requestother Loan Documents, make Guarantor and such representatives of Borrower requested by Lender available to meet with any to investors or prospective investors in any potential Secondary Market Transaction at 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) 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 Property 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 and any Person that is a party to a Loan Document; providedpledge thereof, 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 it and executes Lender’s then standard form of confidentiality agreement. (d) In connection with any Secondary Market Transaction, Lender shall have no further liability hereunder with respect to the right, and Borrower hereby authorized Lender to disclose any and all information in Lender’s possession regarding Borrower, Guarantor, Approved Property Manager, interest that was 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 subject of such information transfer and the assignee shall be advised such Lender with respect to such interest. Each Lender shall not be required to notify Borrower of the confidential nature of such informationany Central Bank Pledge or Pfandbrief Pledge. -138- 9.

Sale of Loan. (a) Each Lender shall have the right (i) to sell or otherwise transfer the Loan or any portion thereof, thereof as a whole loan or (ii) to issue or sell one or more participation interests in the Loan, or (iii) in each case subject to securitize the Loan or any portion thereof and in a single asset securitization or one or more pooled loan securitizations, without the consent of Borrower or any other Personaccordance with Section 11.27 hereof. (The transactions transaction referred to in clauses (i), ) and (ii) and (iii) are each shall hereinafter be referred to collectively as a “Secondary Market Transaction”. Any certificates, notes or other securities issued in connection with a Secondary Market Transaction are hereinafter referred to as “SecuritiesTransactions”). 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, Borrower and/or Security Guarantor shall assist Lender, Borrower shall reasonably and promptly assist and cooperate with Lender at Borrower’s and/or Security Guarantor’s reasonable expense, in satisfying the market standards to which Lender 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 including, without limitation, to: (i) (A) provide updated financial and other information with respect to the Property, the business operated at the Property, Borrower Borrower, Security Guarantor, Pledgee, Pledgor, any SPC Party, Guarantor, Sponsor (to the extent publicly available), the Manager, and the Manager (provided, that, Borrower shall not be required to provide any financial statements of Manager), Franchisor (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 Property, Property and (C) assist and cooperate with Lender’s procurement of 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 Property (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to LenderAgent; (ii) provide updates to the opinions of counsel delivered in connection with the Closingcounsel, which may be relied upon by Lender and its successorsAgent, assigns and participantsLender, underwriters 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 Property and Borrower, Security Guarantor, and their respective Affiliates, which counsel and opinions shall be reasonably satisfactory in form and substance to Lender (provided, that, Borrower shall not be required to have its legal counsel deliver a “10b-5” opinion in connection with any Secondary Market Transaction)Agent; (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 applicableand such additional representations and warranties as are customary in Secondary Market Transactions or as Agent may reasonably require; (iv) execute such amendments to the Loan Documents and Borrower, Security Guarantor, or any SPC Party’s organizational documents and such other documents as may be reasonably requested by LenderAgent or otherwise to effect the Secondary Market Transaction including, including without limitation, those documents required pursuant to Section 9.37 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 neither Borrower nor Security Guarantor shall not be required to modify or amend any Loan Document if such modification or amendment would (xA) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, (y) alter the rights or increase the obligations of Borrower or Guarantor under the Loan Documents, or (zB) subject to Section 9.37, 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 Lender’s requestany time prior to a Secondary Market Transaction, make Guarantor and execute such representatives of Borrower amendments to the Loan Documents as requested by Lender 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 Borrower’s offices, at reasonable times during normal business hours and upon not less a Monthly Payment Date no more than twenty-four three (243) hour prior notice months beyond the initial Maturity Date set forth herein (which may be given telephonicallythe “Extended Maturity Date”). (c) Lender may disclose 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 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 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 it 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.

Sale of Loan. (a) Each 9.1.1 Pursuant and subject to Section 11.25 hereof, a Lender shall have the right to (ia) to sell without the consent of Borrower, sell, finance or otherwise transfer 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, (iib) to issue or sell one or more participation interests in the Loan, or (iiic) to securitize the Loan or any portion thereof in a single asset securitization or one or more pooled loan securitizations, without the consent of 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 issue mortgage pass–through certificates or other securities issued evidencing a beneficial interest in connection with a Secondary Market Transaction are hereinafter referred to as “Securities”). At Lender’s electionrated or unrated public offering or private placement secured by or evidencing ownership interests in the Note and the Mortgage; provided, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. Notwithstanding the foregoinghowever, that, so long as no Event of Default existsis then existing, until Borrower’s consent shall be required with respect to any such time as all Future Advances have been fully fundedsecuritization (which consent shall not be unreasonably withheld, the obligation to fund Future Advances may only be assigned to a Lender with a minimum net worth of at least $270,000,000.00conditioned or delayed) ((a), which Future Advances may be evidenced by a separate Note. (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 need to comply with any formal or procedural requirements of 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 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 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. 9.1.2 If requested by a Lender, Borrower shall reasonably and promptly assist and cooperate at no cost or expense to Borrower, except as set forth in Section 9.6, with such Lender in satisfying the market standards to which such Lender 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 including, without limitation, to: (ia) (Ai) provide updated financial and other information with respect to the Property, the business operated at the PropertyBorrower, Borrower and the Manager (providedMortgage Borrower, thatGuarantor or Manager, Borrower shall not be including any information reasonably required to provide permit any financial statements of Manager)(proposed) Lender to comply with applicable Anti-Money Laundering Laws, (Bii) 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 Property, and (Ciii) assist and cooperate with Lender’s procurement of 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 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 such Lender; (iib) provide updates to the opinions of counsel delivered in connection with the Closingcounsel, which may be relied upon by Administrative Agent such Lender and its their respective successors, assigns and participantsParticipants customary in Secondary Market Transactions with respect to the Property, underwriters Borrower, Mortgage Borrower, Guarantor and Manager and their respective counsel, agents and representativesAffiliates, which counsel and opinions shall be reasonably satisfactory to Lender (provided, that, Borrower shall not be required to have its legal counsel deliver a “10b-5” opinion in connection with any Secondary Market Transaction)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; (ivd) execute amendments to the Loan Documents and Borrower’s organizational documents and such other documents reasonably requested by such Lender, including including, without limitation, those documents required pursuant to Section 9.37 9.5 below; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (xi) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, (yii) 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 Borrower or Guarantor under the Loan DocumentsDocuments in any non de minimis respect, or (ziv) subject to Section 9.379.5, 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 any Lender’s requestrequest upon at least two (2) Business Days’ prior notice and during business hours, make Guarantor and such representatives of Borrower requested by such Lender available to meet with any to investors or prospective investors in any potential Secondary Market Transaction at 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) 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 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 it and executes Lender’s then standard form of and, except to the extent such Person is a Governmental Authority, required to maintain to 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.