Common use of Sale of Notes and Securitization Clause in Contracts

Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lender, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization including, without limitation, to: (a) provide or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments to the Loan Documents as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lender.

Sale of Notes and Securitization. (a) Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). Lender shall promptly notify Borrower of any such sale of all or any portion of the Loan. Lender or its designee, acting solely for this purpose as an agent of Borrower, shall maintain a register (“Register”) for the recordation of the names and addresses of the Lenders, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error. The Register shall be available for inspection by Borrower, at any reasonable time and from time to time upon reasonable prior notice. (b) At the request of Lender, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender which is in the possession or control of Borrower or its Affiliates or which may be reasonably required by Lender Lender, in each case in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Approved Rating Agencies in connection with any such Securitization including, without limitation, to: (a) provide or cause Mortgage Borrower and Senior Mezzanine Borrower Securitization. Lender shall have the right to provide additional and/or updated Provided Informationto investors, together with appropriate verification and/or consents related prospective investors and the Approved Rating Agencies any information in its possession that it is required to provide to such Persons pursuant to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable Servicing Agreement, including financial statements relating to Lender Borrower, Sponsor and the Properties. Borrower acknowledges that certain information regarding the Loan and the parties thereto and the Properties may be included in a private placement memorandum, prospectus or other disclosure documents. Borrower agrees that Borrower, shall, at Lender’s request, cooperate with Lender’s efforts to arrange for a Securitization in accordance with the market standards to which Lender customarily adheres and/or which may be required by prospective investors and/or the Approved Rating Agencies; (b) cooperate Agencies in good faith connection with any such Securitization. Within a reasonable period of time following Lender’s request in the preparation of descriptive materials for presentations connection with a Securitization, Borrower agrees to any or all review only those portions of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Disclosure Documents that relate to Borrower, Holdings and their respective affiliates to obtainEquity Owner, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine BorrowerSponsor, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings Properties and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments to the Loan Documents as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary the sections of the Disclosure Documents entitled “Risk Factors,” “Special Considerations,” “Description of the Mortgage,” “Description of the Mortgage Loan and Mortgaged Properties,” “The Manager,” “The Borrower,” and “Certain Legal Aspects of the Mortgage Loan” (or final private placement memorandumsections similarly titled or covering similar subject matters) (collectively, prospectus, prospectus supplement (including any amendment or supplement to either thereofthe “Covered Disclosure Information”), or other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial and shall certify that the factual statements and reports representations contained in form and substance required the Covered Disclosure Information do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to comply with any applicable securities laws (to make the extent in Borrower’s possessionstatements made, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any light of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lendercircumstances under which they were made, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lendernot misleading.

Sale of Notes and Securitization. Borrower acknowledges and agrees that At the Lender may sell all or any portion request of the Loan and holder of the Loan DocumentsNote and, to the extent not already required to be provided by Borrower under this Agreement, Borrower shall cooperate with Lender to allow Lender to satisfy the market standards to which the holder of the Note customarily adheres or issue one which may be reasonably required in the marketplace or more by the Rating Agencies in connection with the sale of the Note or participations thereintherein or the first successful securitization (such sale and/or securitization, or consummate one or more private or public securitizations the “Securitization”) of rated single- single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all the Note and the Mortgage. In this regard Borrower shall: (i) provide such financial and other information with respect to the Property, Borrower and the Manager, (ii) provide budgets relating to the Property and (iii) to perform or any portion permit or cause to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and reports (Phase I’s and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such salesProperty, participations and/or securitizations, collectively, a “Securitization”). At the request of Lender, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which as may be reasonably required requested by Lender in order to satisfy the market standards to which Lender customarily adheres holder of the Note or which may be reasonably required by prospective investors and/or the Rating Agencies or as may be necessary or appropriate in connection with any such the Securitization including, without limitation, to: (a) provide or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated the “Provided Information”), together together, if customary, with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in cause counsel to render opinions, which may be relied upon by the preparation of descriptive materials for presentations to any or all holder of the Note, the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings Agencies and their respective affiliates counsel, agents and representatives, as to obtainnon-consolidation, collectfraudulent conveyance, and deliver information requested true sale and/or lease or required by Lender or any other opinion customary in securitization transactions, which counsel and opinions shall be reasonably satisfactory to the holder of the Note and the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions make such representations and warranties as of counsel as to non-consolidation, due execution and enforceability the closing date of the Securitization with respect to the PropertiesProperty, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents as are consistent with the representations and warranties made in the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies;; and (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments to the Loan Documents and organizational documents as may be reasonably requested by Lender the holder of the Note or the Rating Agencies or otherwise to effect the Securitization and/or deliver one Securitization; provided, however, that Borrower shall not be required to modify or more new component notes to replace the original note amend any Loan Document if such modification or modify the original note to reflect multiple components of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, amendment would (i) change the aggregate interest rate, the stated maturity or the amortization of principal amount of set forth in the notesNote, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread modify or amend any other material economic term of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933Loan. Lender and Borrower each shall pay their respective All material out-of-pocket third party costs and expenses incurred by Borrower in connection with the foregoing, including, without limitation, legal fees in connection complying with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including requests made under Sections 2.1.5, 2.1.6 and 2.1.7, this Section 9.1 shall be paid solely by Lender.

Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lenderthe holder of the Note and, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts cooperate with Lender to provide information not in the possession of allow Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by prospective investors and/or the Rating Agencies in connection with any the sale of the Note or participations therein or the first successful securitization (such Securitization includingsale and/or securitization, without limitation, tothe "SECURITIZATION") of rated single or multi-class securities (the "SECURITIES") secured by or evidencing ownership interests in the Note and the Mortgage. In this regard Borrower shall: (a) (i) provide such financial and other information with respect to the Property, Borrower and the Manager, (ii) provide budgets relating to the Property and (iii) to perform or permit or cause Mortgage Borrower to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and Senior Mezzanine Borrower to provide additional and/or updated Provided Informationreports (Phase I's and, together if appropriate, Phase II's), engineering reports and other due diligence investigations of the Property, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization (the "PROVIDED INFORMATION"), together, if customary, with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in cause counsel to render opinions, which may be relied upon by the preparation of descriptive materials for presentations to any or all holder of the Note, the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings Agencies and their respective affiliates counsel, agents and representatives, as to obtainnon-consolidation, collectfraudulent conveyance, and deliver information requested true sale and/or lease or required by Lender or any other opinion customary in securitization transactions, which counsel and opinions shall be reasonably satisfactory to the holder of the Note and the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions make such representations and warranties as of counsel as to non-consolidation, due execution and enforceability the closing date of the Securitization with respect to the PropertiesProperty, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents as are consistent with the representations and warranties made in the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies;; and (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments to the Loan Documents and organizational documents as may be reasonably requested by Lender the holder of the Note or the Rating Agencies or otherwise to effect the Securitization and/or deliver one Securitization; PROVIDED, HOWEVER, that Borrower shall not be required to modify or more new component notes to replace the original note amend any Loan Document if such modification or modify the original note to reflect multiple components of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, amendment would (i) change the aggregate interest rate, the stated maturity or the amortization of principal amount of set forth in the notesNote, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread modify or amend any other material economic term of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933Loan. Lender and Borrower each shall pay their respective All material out-of-pocket third party costs and expenses incurred by Borrower in connection with the foregoing, including, without limitation, legal fees in connection complying with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including requests made under Sections 2.1.5, 2.1.6 and 2.1.7, this Section 9.1 shall be paid solely by Lender.

Sale of Notes and Securitization. Borrower acknowledges and agrees that the each Lender may sell all or any portion of the Loan its Note and its interest in the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated or unrated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan its Note and its interest in the Loan Documents or a pool of assets that include the Loan its Note and interest in the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At Borrower agrees, upon the request of one or more Initial Lenders, to use commercially reasonable efforts to assist such Initial Lender in connection with one Assisted Securitization (per Initial Lender) with respect to each such Initial Lender and, and to the extent not already required to be provided by Borrower under this Agreementin connection therewith, Borrower shall use commercially reasonable efforts to provide information not in the possession of each such requesting Initial Lender or which may be reasonably required by each such requesting Initial Lender in order to satisfy the market standards to which such Initial Lender customarily adheres or which may be reasonably required by prospective purchasers, investors and/or the Rating Agencies in connection with any such Securitization Assisted Securitization, or which are required to comply with any applicable securities laws (provided that, notwithstanding anything to the contrary herein, nothing contained in this Section 9.9 shall contravene or diminish Borrower’s obligation to provide all information and other items otherwise required to be provided under any other provision of this Agreement), including, without limitation, to: (a) provide or and/or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to the requesting Initial Lender and, if applicable, and the Rating Agencies; (b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by the requesting Initial Lender or or, if applicable, the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to the requesting Initial Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to the requesting Initial Lender and the Rating Agencies; (e) execute such amendments to the Loan Documents as may be requested by the requesting Initial Lender or and/or the Rating Agencies to effect the Assisted Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan Note such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the LoanNote in question, provided that, that (i) the aggregate stated principal amount of the notes, following such amendments or deliver delivery of new or component notes, shall equal the aggregate stated principal amount of the Loan Note immediately prior thereto, (ii) the weighted average interest rate spread of the Loan Note on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable not be modified, (iii) subject to the provisions of, and the prepayments as described in, the Note Sales Agreement, all payments of principal in respect of the Note and the Loan immediately prior (other than payments of principal on account of the Specified Mezzanine Notes) shall be applied ratably to such adjustment (Borrower acknowledging that such all Notes and new notes or modified notes may(including in respect of any applications of Net Proceeds or Net Sales Proceeds or otherwise), in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iiiiv) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by an Initial Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement the Disclosure Documents (including any amendment or supplement to either any thereof), or other disclosure document to be ) as are being used by the requesting Initial Lender or any affiliate thereof; and (g) supply to each requesting Initial Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation AB or Rule 144A, Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933, or the Exchange Act. Each Initial Lender engaging in an Assisted Securitization and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of each such Initial Lender and Borrower associated with any restructuring of the Loan requested by any such Initial Lender, including under Sections Section 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by such Initial Lender.

Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lenderthe holder of the Note and, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts cooperate with Lender to provide information not in the possession of allow Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by prospective investors and/or the Rating Agencies in connection with any the sale of the Note or participations therein or the first successful securitization (such Securitization includingsale and/or securitization, without limitation, tothe "SECURITIZATION") of rated single or multi-class securities (the "SECURITIES") secured by or evidencing ownership interests in the Note and the Mortgage. In this regard Borrower shall: (ai) provide such financial and other information with respect to the Property, Borrower and the Property Manager, (ii) provide budgets relating to the Property and (iii) to perform or permit or cause Mortgage Borrower to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and Senior Mezzanine Borrower to provide additional and/or updated Provided Informationreports (Phase I's and, together if appropriate, Phase II's), engineering reports and other due diligence investigations of the Property, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization (the "PROVIDED INFORMATION"), together, if customary, with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in cause counsel to render opinions, which may be relied upon by the preparation of descriptive materials for presentations to any or all holder of the Note, the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings Agencies and their respective affiliates counsel, agents and representatives, as to obtainnon-consolidation, collectfraudulent conveyance, and deliver information requested true sale and/or lease or required by Lender or any other opinion customary in securitization transactions, which counsel and opinions shall be reasonably satisfactory to the holder of the Note and the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions make such representations and warranties as of counsel as to non-consolidation, due execution and enforceability the closing date of the Securitization with respect to the PropertiesProperty, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents as are consistent with the representations and warranties made in the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies;; and (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments to the Loan Documents and organizational documents as may be reasonably requested by Lender the holder of the Note or the Rating Agencies or otherwise to effect the Securitization and/or deliver one Securitization; PROVIDED, HOWEVER, that Borrower shall not be required to modify or more new component notes to replace the original note amend any Loan Document if such modification or modify the original note to reflect multiple components of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, amendment would (i) change the aggregate interest rate, the stated maturity or the amortization of principal amount of set forth in the notesNote, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread modify or amend any other material economic term of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933Loan. Lender and Borrower each shall pay their respective All material out-of-pocket third party costs and expenses incurred by Borrower in connection with the foregoing, including, without limitation, legal fees in connection complying with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including requests made under Sections 2.1.5, 2.1.6 and 2.1.7, this Section 9.1 shall be paid solely by Lender.

Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lenderthe holder of the Note and, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonably cooperate with Lender, at Lender's expense, in connection with satisfying reasonable efforts to provide information not in the possession requirements of Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any the sale of the Note or participations therein or the securitization (such Securitization includingsale and/or securitization, without limitation, tothe "SECURITIZATION") of rated single or multi-class securities (the "SECURITIES") secured by or evidencing ownership interests in the Note and the Mortgages by: (a) provide or cause Mortgage (i) providing such financial and other information with respect to the Properties, Borrower and Senior Mezzanine Manager (the "PROVIDED INFORMATION") and (ii) at Lender's expense (except to the extent that Borrower is otherwise responsible for the cost of same pursuant to provide additional and/or updated Provided Informationthe terms of this Agreement), together performing or permitting or causing to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and reports (Phase I's and, if appropriate, Phase II's), engineering reports and other due diligence investigations of the Properties, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization together, if customary, with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in causing counsel to render opinions, which may be relied upon by the preparation of descriptive materials for presentations to any or all holder of the Note, the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings Agencies and their respective affiliates to obtaincounsel, collectagents and representatives, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documentsfraudulent conveyance, and (ii) revised organizational documents for Borrowertrue sale and/or lease or any other opinion customary in securitization transactions, which counsel and opinions and organizational documents shall be reasonably satisfactory to Lender the holder of the Note and the Rating Agencies;; and (dc) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute executing such amendments to the Loan Documents and organizational documents as may be requested by Lender the holder of the Note or the Rating Agencies or otherwise to effect the Securitization and/or deliver one Securitization; provided, however, that Borrower shall not be required to modify or more new component notes to replace the original note amend any Loan Document or modify the original note to reflect multiple components of the Loan organizational document if such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, modification or amendment would (i) change the aggregate interest rate, the stated maturity or the amortization of principal amount of set forth in the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior theretoNote, (ii) the weighted average spread modify or amend any other material economic term of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new increase Borrower's obligations, or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lenderdecrease Borrower's rights, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and under the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by LenderDocuments.

Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lender, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Lender, in each case in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization including, without limitation, to: (a) provide or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and Lender, prospective investors and/or the Rating Agencies; (b) cooperate assist in good faith in the preparation of preparing descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by BorrowerBorrower and approved by Lender, Holdings Guarantor and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or Lender, prospective investors and/or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, deliver (i) updated opinions of counsel as to non-consolidationan Additional Insolvency Opinion and an opinion with respect to, due execution and enforceability with respect to the PropertiesProperty, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings Guarantor and their respective Affiliates and the Loan Documents, and such other legal opinions as Lender may request including, without limitation, a so called “10b-5” opinion, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and Lender, prospective investors and/or the Rating Agencies; (d) if required by any prospective investor and/or any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the PropertiesProperty, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and Lender, prospective investors and/or the Rating Agencies; (e) make such representations and warranties as of the closing date of the Securitization with respect to the Property, Borrower, Guarantor and the Loan Documents as may be reasonably requested by Lender, prospective investors and/or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (f) execute such amendments to the Loan Documents as may be requested by Lender or Lender, prospective investors and/or the Rating Agencies to effect the Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference)Securitization; (fg) if requested by Lender, review any information regarding any of the PropertiesProperty, Borrower, Mortgage BorrowerGuarantor, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (gh) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lenderlaws.

Sale of Notes and Securitization. Borrower acknowledges and agrees that At the Lender may sell all or any portion request of the Loan and holder of the Loan DocumentsNote and, to the extent not already required to be provided by Borrower under this Agreement, Borrower shall cooperate with Lender to allow Lender to satisfy the market standards to which the holder of the Note customarily adheres or issue one which may be reasonably required in the marketplace or more by the Rating Agencies in connection with the sale of the Note or participations thereintherein or the first successful securitization (such sale and/or securitization, or consummate one or more private or public securitizations the “Securitization”) of rated single- single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan Note and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”)Mortgage. At the request of Lender, and to the extent not already required to be provided by In this regard Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization including, without limitation, toshall: (a) (i) provide such financial and other information with respect to the Property, Borrower and the Manager, (ii) provide budgets relating to the Property and (iii) to perform or permit or cause Mortgage Borrower to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and Senior Mezzanine Borrower to provide additional and/or updated reports (Phase I’s and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the Property, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization (the “Provided Information”), together together, if customary, with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in cause counsel to render opinions, which may be relied upon by the preparation of descriptive materials for presentations to any or all holder of the Note, the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings Agencies and their respective affiliates counsel, agents and representatives, as to obtainnon-consolidation, collectfraudulent conveyance, and deliver information requested true sale and/or lease or required by Lender or any other opinion customary in securitization transactions, which counsel and opinions shall be reasonably satisfactory to the holder of the Note and the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions make such representations and warranties as of counsel as to non-consolidation, due execution and enforceability the closing date of the Securitization with respect to the PropertiesProperty, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents as are consistent with the representations and warranties made in the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies;; and (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments to the Loan Documents and organizational documents as may be reasonably requested by Lender the holder of the Note or the Rating Agencies or otherwise to effect the Securitization and/or deliver one Securitization; provided, however, that Borrower shall not be required to modify or more new component notes to replace the original note amend any Loan Document if such modification or modify the original note to reflect multiple components of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, amendment would (i) change the aggregate interest rate, the stated maturity or the amortization of principal amount of set forth in the notesNote, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread modify or amend any other material economic term of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933Loan. Lender and Borrower each shall pay their respective All material out-of-pocket third party costs and expenses incurred by Borrower in connection with the foregoing, including, without limitation, legal fees in connection complying with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including requests made under Sections 2.1.5, 2.1.6 and 2.1.7, this Section 9.1 shall be paid solely by Lender.

Sale of Notes and Securitization. (a) Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). . (b) At the request of Lender, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Lender, in each case in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization Securitization. Lender shall have the right to provide to prospective investors and the Rating Agencies any information in its possession, including, without limitation, to: (a) provide or cause Mortgage financial statements relating to Borrower, Guarantors, if any, Mezzanine Borrower, if any, the Property and any Tenant of the Improvements. Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to acknowledges that certain information regarding the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender Loan and the Rating Agencies; parties thereto and the Property may be included in a private placement memorandum, prospectus or other disclosure documents (b) cooperate in good faith in the preparation “Disclosure Documents”). Borrower agrees that each of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings Principal, Guarantor, and their respective affiliates officers and representatives, shall, at Lender’s request, at its sole cost and expense, cooperate with Lender’s efforts to obtain, collect, and deliver information requested or arrange for a Securitization in accordance with the market standards to which Lender customarily adheres and/or which may be required by Lender or prospective investors and/or the Rating Agencies;Agencies in connection with any such Securitization. Borrower, Principal, Guarantor and Mezzanine Borrower, if any, agree to review, at Lender’s request in connection with the Securitization, the Disclosure Documents as such Disclosure Documents relate to Borrower, Principal, Guarantor, the Mezzanine Borrower, if any, the Property and the Loan, including without limitation, the sections entitled “Risk Factors,” “Special Considerations,” “Description of the Mortgage,” “Description of the Mortgage Loan and Mortgaged Property,” “The Manager,” “The Borrower,” and “Certain Legal Aspects of the Mortgage Loan,” and at Lender’s request shall confirm that the factual statements and representations contained in such sections and such other information in the Disclosure Documents (to the extent such information relates to, or is based on, or includes any information regarding the Property, Borrower, Guarantor, the Mezzanine Borrower, if any, Manager and/or the Loan) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. (c) deliverBorrower agrees to make upon Lender’s written request, if required or requested by any Rating Agencywithout limitation, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements all structural or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments changes to the Loan Documents as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver (including delivery of one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan and such new notes or modified note may have different interest rates and amortization schedules), modifications to any documents evidencing or securing the Loan, creation of one or more mezzanine loans (including amending Borrower’s organizational structure to provide for one or more mezzanine borrowers), delivery of opinions of counsel acceptable to the Rating Agencies or potential investors and addressing such matters as the Rating Agencies or potential investors may require; provided, however, that in creating such new notes or modified notes or mezzanine notes Borrower shall not be required to modify (i) the overall interest rate of the Note at the time of the creation of such new notes or modified notes or mezzanine notes (i.e. the initial weighted average interest rate payable under such new notes or modified notes or mezzanine notes shall equal the Interest Rate), (ii) the stated maturity of the Note, (iii) the aggregate amortization of principal of the Note, (iv) any other material economic term of the Loan, or (v) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents. Notwithstanding Lender’s agreement that the initial weighted average interest rate payable under the Note shall not change, Borrower acknowledges (1) that such new notes or modified notes or mezzanine notes may, in connection with the application of principal to such new notes or modified note, subsequently cause the weighted average coupon of such new notes or modified notes or mezzanine notes to change, and (2) that Lender may apply principal, interest rates and amortization of the Loan between such new components in a manner specified by Lender in its sole discretion such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels bond execution for the Loan, provided that, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in In connection with the foregoing, including, without limitation, legal fees in connection with any of Borrower covenants and agrees to modify the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of Cash Management Agreement to reflect the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lendernewly created components and/or mezzanine loans.

Sale of Notes and Securitization. Borrower acknowledges (a) Borrowers acknowledge and agrees agree that the Lender may sell all or any portion of the Loan and the Loan Documents, or require Borrowers to restructure the Loan into multiple notes (which may include component notes and/or senior and junior notes) (“Multiple Notes”) and/or issue one or more participations therein, which restructuring may include reallocation of principal amounts of the Loan or the restructuring of a portion of the Loan into one or more mezzanine loans to the owners of the direct and/or indirect equity interests in either Borrower, secured by a pledge of such interests, or consummate one or more private or public securitizations of rated single- single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include includes the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lender, and to the extent not already required to be provided by Borrower Borrowers under this Agreement, Borrower Borrowers shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization includingSecuritization, without limitation, including to: (ai) provide or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (bii) cooperate assist in good faith in the preparation of preparing descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrowereither of the Borrowers, Holdings either of the Principals and their respective affiliates Affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (ciii) deliver, if required or requested by any Rating Agency, deliver (iA) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, BorrowerBorrowers, Mortgage BorrowerPrincipals, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings Guarantor and their respective Affiliates and the Loan Documents, and (iiB) revised organizational documents for each Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (div) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (ev) make such representations and warranties as of the closing date of the Securitization with respect to the Properties, Borrowers, Principals, Guarantor and the Loan Documents as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (vi) execute such amendments to the Loan Documents as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver one or more new component notes to replace the original note Notes or modify the original note Notes, this Agreement and the other Loan Documents to reflect multiple components of the Loan (and such new notes or modified Notes shall have the same initial weighted average coupon of the original Notes and provide for the same total amortization payments, but each such new note or modified Notes may have different interest rates and provide for varying amortization payments), and modify the Cash Management Agreement with respect to the newly created components such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan; provided, provided thathowever, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, that Borrowers shall equal the aggregate stated principal amount not be required to modify any of the Loan immediately prior theretoDocuments if such modification or amendment would (A) have a material adverse economic effect on Borrowers or (B) modify or amend the Loan term, (ii) the weighted average spread amortization or any other economic term of the Loan on or otherwise materially adversely increase the date obligations or materially decrease the rights of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to Borrowers under the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes Documents, including modifying the transfer, recourse, prepayment, events of default, or modified notes mayremedy provisions, in connection with or the application organizational documents of principal to such new notes either of the Borrowers or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference)its Affiliates; (fvii) if requested by Lender, review any information regarding any of the Properties, BorrowerBorrowers, Mortgage BorrowerPrincipals, Senior Mezzanine BorrowerGuarantor, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company Manager and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate Affiliate thereof; and (gviii) supply to Lender such documentation, financial statements and reports as may be in the possession or control of any Borrower or its Affiliates in form and substance required in order to comply with any applicable securities laws laws. (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective b) All reasonable third party costs and expenses incurred by Borrowers or Guarantor in connection with Borrowers complying with requests made under clause (a) of this Section 9.1 (including the foregoingfees and expenses of the Rating Agencies) shall be paid by Borrowers, includingexcept that Lender shall reimburse Borrowers for all such costs and expenses in excess of $25,000.00. (c) Notwithstanding the provisions of Section 9.1(a) hereof to the contrary, and without limitationlimiting the provisions of Section 9.7.1 and/or 9.7.2 hereof, legal fees Borrowers covenant and agree that after the Closing Date and prior to a Securitization, Lender shall have the right to establish different interest rates and to reallocate the amortization and principal balances of each of the Loan and the Mezzanine Loan between each other and to require the payment of the Loan and the Mezzanine Loan in such order of priority as may be designated by Lender; provided, however, that the weighted average interest rate of the Loan and the Mezzanine Loan following any such reallocation or modification shall not be changed from the weighted average interest rate in effect immediately preceding such reallocation or modification; but, provided further, that such modifications may, as a result of prepayments pursuant to which Lender expressly has the right to repay the Loan and the Mezzanine Loan disproportionately, subsequently change the weighted average interest rate. (d) In connection with a Securitization or other sale of all or a portion of the Loan, Lender shall have the right to modify all operative dates (including payment dates, interest period start dates and end dates, etc) under the Loan Documents, by up to ten (10) days (such action and all related action is a “Re-Dating”). Borrowers shall cooperate with Lender to implement any Re-Dating. If Borrowers fail to cooperate with Lender within ten (10) Business Days of written request by Lender, Lender is hereby appointed as Borrowers’ attorney-in-fact, coupled with an interest, to execute any and all documents necessary to accomplish the Re-Dating such power being irrevocable and coupled with an interest. (e) All reasonable third party costs and expenses incurred by Borrowers, Guarantor or Lender in connection with any Borrowers complying with requests made under clauses (c) and (d) of this Section 9.1 (including the foregoing matters; except that all costs fees and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, Rating Agencies) shall be paid solely by Lender.

Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- single or multi-multi class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lender, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization including, without limitation, to: (a) provide or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate assist in good faith in the preparation of preparing descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-third party service providers engaged by Borrower, Holdings the SPE Party and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, deliver (i) updated opinions of counsel as to non-non consolidation, due execution and enforceability with respect to the PropertiesProperty, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings SPE Party and their respective Affiliates and the Loan Documents, including, without limitation, a so called “10b-5” opinion and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the PropertiesProperty, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) make such representations and warranties as of the closing date of the Securitization with respect to the Property, Borrower, the SPE Party and the Loan Documents as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (f) execute such amendments to the Loan Documents as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan (and such new notes or modified note shall have the same initial weighted average coupon of the original note, and the same net economic terms), and modify the Cash Management Agreement with respect to the newly created components such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (fg) if requested by Lender, review any information regarding any of the PropertiesProperty, Borrower, Mortgage BorrowerSPE Party, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company Manager and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (gh) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws laws. All reasonable third party costs and expenses incurred by Borrower (to the extent in other than Borrower’s possession, or in internal costs and expenses and the possession costs and expenses of Borrower’s advisors, agents counsel) or employees), Lender in connection with Borrower’s complying with requests made under this Section 9.1 (including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, Rating Agencies) shall be paid solely by Lender.

Sale of Notes and Securitization. (a) Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). . (b) At the request of Lender, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Lender, in each case in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization including, without limitation, to: (a) provide or cause Mortgage Borrower and Senior Mezzanine Borrower Securitization. Lender shall have the right to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender prospective investors and the Rating Agencies; (b) cooperate Agencies any information in good faith in the preparation of descriptive materials for presentations its possession, including financial statements relating to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Guarantors, if any, the Property, the Collateral and any Tenant of the Improvements. Borrower acknowledges that certain information regarding the Loan and the parties thereto and the Property and Collateral may be included in a private placement memorandum, prospectus or other disclosure documents. Borrower agrees that each of Borrower, Guarantor, Mortgage Borrower and their respective officers and representatives, shall, at Lender’s request, at its sole cost and expense, cooperate with Lender’s efforts to arrange for a Securitization in accordance with the market standards to which Lender customarily adheres and/or which may be required by prospective investors and/or the Rating Agencies in connection with any such Securitization. Borrower and Guarantor agree, and Borrower shall cause Mortgage Borrower, to review, at Lender’s request in connection with the Securitization, the Disclosure Documents as such Disclosure Documents relate to Borrower, Mortgage Borrower, Guarantor, the Property, the Collateral and the Loan, including, the sections entitled “Risk Factors,” “Special Considerations,” “Description of the Pledge Agreement,” “Description of the Mortgage Loan and Collateral,” “The Manager,” “The Borrower,” and “Certain Legal Aspects of the Mortgage Loan,” and shall confirm that the factual statements and representations contained in such sections and such other information in the Disclosure Documents (to the extent such information relates to, or is based on, or includes any information regarding the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, Guarantor, Manager, Mortgage Borrower, and/or the Loan) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies;they were made, not misleading. (dc) if required by any Rating AgencyBorrower agrees to make upon Lender’s written request, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements all structural or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments changes to the Loan Documents as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver (including delivery of one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan and such that new notes or modified note may have different interest rates and amortization schedules), modifications to any documents evidencing or securing the pricing and marketability Loan, creation of the Securities and the size one or more mezzanine loans (including amending Borrower’s organizational structure to provide for one or more mezzanine borrowers), delivery of each class opinions of Securities and the rating assigned counsel acceptable to each such class by the Rating Agencies shall provide or potential investors and addressing such matters as the most favorable rating levels and achieve the optimum rating levels for the LoanRating Agencies or potential investors may require; provided, provided thathowever, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that in creating such new notes or modified notes may, in connection with or mezzanine notes Borrower shall not be required to modify (i) the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the initial weighted average spread interest rate payable under the Note, (ii) the stated maturity of such new notes or modified notes to change and the Note, (iii) the provisions aggregate amortization of Section 2.1.5 otherwise shall apply principal of the Note, (iv) any other material economic term of the Loan, or (v) decrease the time periods during which Borrower is permitted to any such amendments perform its obligations under the Loan Documents. In connection with the foregoing, Borrower covenants and delivery of new or component notes (such provisions being incorporated herein by this reference);agrees to modify the Mortgage Cash Management Agreement to reflect the newly created components and/or mezzanine loans. (fd) if If requested by Lender, review Borrower shall provide Lender, promptly upon request, with any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof)financial statements, or other disclosure document financial, statistical or operating information, as Lender shall determine to be used by Lender or any affiliate thereof; and (g) supply required pursuant to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S AB under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred , as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any amendment, modification or replacement thereto or other legal requirements in connection with any private placement memorandum, prospectus or other disclosure documents or any filing pursuant to the Exchange Act in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan Securitization or as shall otherwise be reasonably requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, . (e) Borrower hereby appoints Lender its attorney-in-fact with full power of substitution (which appointment shall be deemed to be coupled with an interest and to be irrevocable until the Loan is paid solely and the Pledge Agreement is discharged of record, with Borrower hereby ratifying all that its said attorney shall do by virtue thereof) to execute and deliver all documents and do all other acts and things necessary or desirable to effect any Securitization authorized hereunder; provided, however, that unless an Event of Default exists, Lender shall not execute or deliver any such documents or do any such acts or things under such power until five (5) days after written notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Borrower’s failure to deliver any document or to take any other action Borrower is obligated to take hereunder with respect to any Securitization for a period of ten (10) Business Days after such notice by Lender shall, at Lender’s option, constitute an Event of Default hereunder.

Sale of Notes and Securitization. Each Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lender, and to the extent not already required to be provided by any Borrower under this Agreement, each Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Lender, in each case in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization including, without limitation, to use reasonable efforts to: (a) provide or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and Lender, prospective investors and/or the Rating Agencies; (b) cooperate assist in good faith in the preparation of preparing descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by BorrowerBorrowers and approved by Lender, Holdings any Principal and their respective affiliates Affiliates to obtain, collect, and deliver information requested or required by Lender or Lender, prospective investors and/or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, deliver (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, BorrowerBorrowers, Mortgage BorrowerPrincipals, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings Guarantor and their respective Affiliates and the Loan Documents, including, without limitation, a so-called “10b-5” opinion and (ii) revised organizational documents for each Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and Lender, prospective investors and/or the Rating Agencies; (d) if required by any prospective investor and/or any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and Lender, prospective investors and/or the Rating Agencies; (e) make such representations and warranties as of the closing date of the Securitization with respect to the Properties, Borrowers, Mezzanine Borrower Principal, Guarantor and the Loan Documents as may be reasonably requested by Lender, prospective investors and/or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (f) execute such amendments to the Loan Documents as may be requested by Lender or Lender, prospective investors and/or the Rating Agencies to effect the Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan (and such new notes or modified note shall have the same initial weighted average coupon of the original note, but such new notes or modified note may change the interest rate and amortization of the Loan), and modify the Cash Management Agreement with respect to the newly created components such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, ; provided that, no such amendment shall (i) the aggregate stated principal amount of the notes, following such amendments modify or deliver of new or component notes, shall equal the aggregate stated principal amount amend any material economic term of the Loan immediately prior thereto(except as permitted under Section 9.8 below), or (ii) materially increase the weighted average spread obligations, or decrease the rights, of any Borrower under the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference)Documents; (fg) if requested by Lender, review any information regarding any of the Properties, BorrowerBorrowers, Mortgage Borrower, Senior Mezzanine Borrower, PrincipalGuarantor, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company Manager and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate Affiliate thereof; and (gh) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent laws. All reasonable third party costs and expenses incurred by any Borrower or Lender in connection with any Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), complying with requests made under this Section 9.1 (including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, Rating Agencies) shall be paid solely by LenderBorrowers.

Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lender, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Lender, in each case in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization including, without limitation, to use reasonable efforts to: (a) provide or cause each Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and Lender, prospective investors and/or the Rating Agencies; (b) cooperate assist in good faith in the preparation of preparing descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by BorrowerBorrower and approved by Lender, Holdings Principal and their respective affiliates Affiliates to obtain, collect, and deliver information requested or required by Lender or Lender, prospective investors and/or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, deliver (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings Mortgage Borrowers, Guarantor and their respective Affiliates and the Loan Documents, including, without limitation, a so-called “10b-5” opinion and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and Lender, prospective investors and/or the Rating Agencies; (d) if required by any prospective investor and/or any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and Lender, prospective investors and/or the Rating Agencies; (e) make such representations and warranties as of the closing date of the Securitization with respect to the Collateral, the Properties, Borrower, Mortgage Borrowers Principal, Guarantor and the Loan Documents as may be reasonably requested by Lender, prospective investors and/or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (f) execute such amendments to the Loan Documents as may be requested by Lender or Lender, prospective investors and/or the Rating Agencies to effect the Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan (and such new notes or modified note shall have the same initial weighted average coupon of the original note, but such new notes or modified note may change the interest rate and amortization of the Loan), and modify or cause Mortgage Borrowers to modify the Cash Management Agreement (provided a modification of the Cash Management Agreement will only by required if Mortgage Lender agrees to such modification) with respect to the newly created components such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, ; provided that, no such amendment shall (i) the aggregate stated principal amount of the notes, following such amendments modify or deliver of new or component notes, shall equal the aggregate stated principal amount amend any material economic term of the Loan immediately prior thereto(except as permitted under Section 9.8 below), or (ii) materially increase the weighted average spread obligations, or decrease the rights, of Borrower under the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference)Documents; (fg) if requested by Lender, review any information regarding any of the Collateral, the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, PrincipalGuarantor, the CollateralMortgage Borrowers, the Senior Mezzanine Collateral, Holdings, the Operating Company Manager and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate Affiliate thereof; and (gh) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent laws. All reasonable third party costs and expenses incurred by Borrower or Lender in connection with Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), complying with requests made under this Section 9.1 (including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, Rating Agencies) shall be paid solely by LenderBorrower.

Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lender, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Lender, in each case in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization including, without limitation, to: (a) provide or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and Lender, prospective investors and/or the Rating Agencies; (b) cooperate assist in good faith in the preparation of preparing descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by BorrowerBorrower and approved by Lender, Holdings Principal and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or Lender, prospective investors and/or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, deliver (i) updated opinions of counsel as to non-consolidationan Additional Insolvency Opinion and an opinion with respect to, due execution and enforceability with respect to the PropertiesProperty, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings Guarantor and their respective Affiliates and the Loan Documents, including, without limitation, a so called “10b-5” opinion, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and Lender, prospective investors and/or the Rating Agencies; (d) if required by any prospective investor and/or any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the PropertiesProperty, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and Lender, prospective investors and/or the Rating Agencies; (e) make such representations and warranties as of the closing date of the Securitization with respect to the Property, Borrower, Principal, Guarantor and the Loan Documents as may be reasonably requested by Lender, prospective investors and/or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (f) execute such amendments to the Loan Documents as may be requested by Lender or Lender, prospective investors and/or the Rating Agencies to effect the Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference)Securitization; (fg) if requested by Lender, review any information regarding any of the PropertiesProperty, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the CollateralGuarantor, the Senior Mezzanine Collateral, Holdings, the Operating Company Manager and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (gh) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lenderlaws.

Sale of Notes and Securitization. Borrower acknowledges and agrees that Lender may, at any time, sell, transfer, pledge or assign the Lender may sell all or any portion of Note, this Agreement, the Loan Pledge Agreement and the other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue one mortgage pass-through certificates or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class other securities (the “Securities”) secured by evidencing a beneficial interest in a rated or evidencing ownership interests in all unrated public offering or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents private placement (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lenderthe holder of the Note and, and to the extent not already required to be provided by Borrower Pledgor under this Agreement, Borrower Pledgor shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by prospective investors and/or the Rating Agencies in connection with any such a Securitization or the sale of the Note or the participations or Securities, including, without limitation, to: (a) (i) provide such financial and other information with respect to the Collateral, the Properties, Pledgor, Mortgage Borrower, Guarantor and the Manager, (ii) provide budgets relating to the Properties and (iii) to perform or permit or cause Mortgage Borrower to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and Senior Mezzanine Borrower to provide additional and/or updated reports (Phase I’s and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the Properties, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization (the “Provided Information”), together together, if customary, with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of if required by the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated a revised Insolvency Opinion, (ii) revised opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine CollateralPledgor, PrincipalGuarantor, Holdings Principal and their respective Affiliates and the Loan Documents, and (iiiii) revised organizational documents Organizational Documents for BorrowerPledgor, Guarantor and Principal (including, without limitation, such revisions as are necessary to comply with the provisions of Section 4.1.36 hereof), which counsel counsel, opinions and organizational documents Organizational Documents shall be reasonably satisfactory to Lender and the Rating Agencies; (dc) if required by any the Rating AgencyAgencies, cause Mortgage Borrower to use commercially reasonable best efforts to deliver cause to be delivered such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies;. (ed) execute such amendments to the Loan Documents and Organizational Documents as may be requested by Lender the holder of the Note or the Rating Agencies or otherwise to effect the Securitization and/or deliver one Securitization; provided, however, that Pledgor shall not be required to modify or amend any Loan Document if such modification or amendment would (except for modifications and amendments required to be made pursuant to Section (e) and (f) below,) (i) change the interest rate, the stated maturity or the amortization of principal set forth in the Note, or (ii) modify or amend any other material economic term of the Loan. (e) if Lender elects, in its sole discretion, prior to or upon a Securitization, to split the Loan into two or more new parts, or the Note into multiple component notes or tranches which may have different interest rates, amortization payments, principal amounts, payment priorities, and maturities, Pledgor agrees to replace cooperate with Lender in connection with the original note or modify foregoing and to execute the original note required modifications and amendments to reflect multiple components of the Note, this Agreement and the Loan Documents and to provide opinions necessary to effectuate the same. Such Notes or components may be assigned different interest rates, so long as the weighted average of such that interest rates does not exceed the pricing Applicable Interest Rate (without giving effect to any deviation attributable to the imposition of any rate of interest at the Default Rate or prepayments pursuant to Section 2.3.2 or 2.3.3 hereof); (f) execute modifications to the Loan Documents changing the interest rate and/or the amortization payments for the Mortgage Loan and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) that the weighted average spread of the interest rate spreads for the Mortgage Loan on and the date of Loan after such amendment or delivery of new or component notes modification shall equal not exceed the weighted average spread which was applicable to of the interest rate spreads for the Mortgage Loan and the Loan immediately prior to such adjustment modification (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply without giving effect to any such amendments deviation attributable to the imposition of any rate of interest at the Default Rate or prepayments pursuant to Section 2.3.2 or 2.3.3 hereof). Pledgor shall also provide opinions and delivery of new or component notes (such provisions being incorporated herein by this reference)title insurance reasonably necessary to effectuate the same; (fg) if requested by Lendermake such representations and warranties as of the closing date of the Securitization with respect to the Collateral, review any information regarding any of the Properties, BorrowerPledgor, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company Guarantor and the Loan which is contained Documents as are customarily provided in a preliminary securitization transactions and as may be reasonably requested by the holder of the Note or final private placement memorandumthe Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, prospectusincluding the representations and warranties made in the Loan Documents; (h) execute modifications to the Loan Documents changing the Allocated Loan Amounts for the Properties, prospectus supplement (including any amendment or supplement provided that the Total Allocated Loan Amount after such modification shall not exceed the Total Allocated Loan Amount immediately prior to either thereof), or other disclosure document to be used by Lender or any affiliate thereofsuch modification; and (gi) supply to Lender such documentation, financial statements and reports in form and substance required in order for Lender to comply with any applicable Regulation S-X of the federal securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitationlaw, if applicable. All third party costs and expenses and out-of-pocket expenses incurred by Lender in connection with this Agreement and the Securitization shall be paid by Lender (except as otherwise expressly set forth herein). Solely for the purposes of this Section 9.1, information necessary to comply with Lender shall reimburse Pledgor for all of its reasonable out-of-pocket costs and expenses (other than the fees and expenses of Pledgor’s counsel and any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective title insurance premiums, costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees issuance of the insurance policies and endorsements required to be delivered by Pledgor pursuant to this Section 9.1) that Pledgor incurs in connection with complying with a request made by Lender or any of the foregoing matters; except that all costs and expenses other Person acting on behalf of Lender and Borrower associated under this Section 9.1 in connection with a Securitization. Notwithstanding the foregoing, the provisions of this paragraph shall in no way limit or affect any restructuring of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall Pledgor obligation to pay any costs expressly required to be paid solely by LenderPledgor pursuant to any other Sections of this Agreement.

Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lenderthe holder of the Note and, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts cooperate with Lender to provide information not in the possession of allow Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by prospective investors and/or the Rating Agencies in connection with any the sale of the Note or participations therein or the first successful securitization (such Securitization includingsale and/or securitization, without limitation, tothe "SECURITIZATION") of rated single or multi-class securities (the "SECURITIES") secured by or evidencing ownership interests in the Note and the Mortgage. In this regard Borrower shall: (a) (i) provide such financial and other information with respect to the Property, Borrower and the Manager, (ii) provide budgets relating to the Property and (iii) to perform or permit or cause Mortgage Borrower to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and Senior Mezzanine Borrower to provide additional and/or updated Provided Informationreports (Phase I's and, together if appropriate, Phase II's), engineering reports and other due diligence investigations of the Property, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization (the "PROVIDED INFORMATION"), together, if customary, with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in cause counsel to render opinions, which may be relied upon by the preparation of descriptive materials for presentations to any or all holder of the Note, the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings Agencies and their respective affiliates counsel, agents and representatives, as to obtainnon-consolidation, collectfraudulent conveyance, and deliver information requested true sale and/or lease or required by Lender or any other opinion customary in securitization transactions, which counsel and opinions shall be reasonably satisfactory to the holder of the Note and the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions make such representations and warranties as of counsel as to non-consolidation, due execution and enforceability the closing date of the Securitization with respect to the PropertiesProperty, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents as are consistent with the representations and warranties made in the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies;; and (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments to the Loan Documents and organizational documents as may be reasonably requested by Lender the holder of the Note or the Rating Agencies or 68 otherwise to effect the Securitization and/or deliver one Securitization; PROVIDED, HOWEVER, that Borrower shall not be required to modify or more new component notes to replace the original note amend any Loan Document if such modification or modify the original note to reflect multiple components of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, amendment would (i) change the aggregate interest rate, the stated maturity or the amortization of principal amount of set forth in the notesNote, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread modify or amend any other material economic term of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933Loan. Lender and Borrower each shall pay their respective All material out-of-pocket third party costs and expenses incurred by Borrower in connection with the foregoing, including, without limitation, legal fees in connection complying with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including requests made under Sections 2.1.5, 2.1.6 and 2.1.7, this Section 9.1 shall be paid solely by Lender.

Sale of Notes and Securitization. Borrower acknowledges and agrees that Lender may, at any time, sell, transfer or assign the Lender may sell all or any portion of Note, this Agreement, the Loan Security Instrument and the other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue one mortgage pass-through certificates or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class other securities (the “Securities”) secured by evidencing a beneficial interest in a rated or evidencing ownership interests in all unrated public offering or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents private placement (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lenderthe holder of the Note and, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of cooperate with Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by prospective investors and/or the Rating Agencies in connection with any such a Securitization or the sale of the Note or the participations or Securities, including, without limitation, to: (ai) provide such financial and other information with respect to the Property, Borrower, Guarantor, the REIT, Operating Tenant, and the Manager, (ii) provide budgets relating to the Property and (iii) to perform or permit or cause Mortgage Borrower to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and Senior Mezzanine Borrower to provide additional and/or updated reports (Phase I’s and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the Property, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization (the “Provided Information”), together together, if customary, with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of if required by the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated [intentionally deleted], (ii) revised opinions of counsel as to non-consolidation, due execution and enforceability with respect to the PropertiesProperty, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine CollateralGuarantor, Principal, Holdings and their respective Affiliates Operating Tenant and the Loan Documents, and (iiiii) revised organizational documents for Borrower, Guarantor, and Principal, and Operating Tenant (including, without limitation, such revisions as are necessary to comply with the provisions of Section 4.1.35 hereof), which counsel counsel, opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (ec) execute such amendments to the Loan Documents and organizational documents as may be requested by Lender the holder of the Note or the Rating Agencies or otherwise to effect the Securitization and/or deliver one Securitization; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (except for modifications and amendments required to be made pursuant to Section (e) and (f) below), (i) change the interest rate, the stated maturity or the amortization of principal set forth in the Note, or (ii) modify or amend any other material term of the Loan; (d) if Lender elects, in its sole discretion, prior to or upon a Securitization, to split the Loan into two or more new parts, or the Note into multiple component notes or tranches which may have different interest rates, amortization payments, principal amounts, payment priorities, and maturities, Borrower agrees to replace cooperate with Lender in connection with the original note or modify foregoing and to execute the original note required modifications and amendments to reflect multiple components of the Note, this Agreement and the Loan Documents and to provide opinions necessary to effectuate the same. Such Notes or components may be assigned different interest rates, so long as the initial weighted average of such that interest rates does not exceed the pricing and marketability of the Securities Applicable Interest Rate and the size of each class of Securities and scheduled amortization payments do not exceed the rating assigned Scheduled Amortization Payment; (e) execute modifications to each such class by the Rating Agencies shall provide Loan Documents changing the most favorable rating levels and achieve interest rate and/or the optimum rating levels amortization payments for the Loan, provided that, (i) that the aggregate stated principal amount initial weighted average of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of interest rate spreads for the Loan immediately prior thereto, (ii) after such modification shall not exceed the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to interest rate spreads for the Loan immediately prior to such adjustment (Borrower acknowledging that modification and the scheduled amortization payments after such new notes or modified notes maymodification will not exceed the Scheduled Amortization Payments, in connection with if any, due under the application of principal Loan Agreement immediately prior to such new notes or modified note following modification and the occurrence of an Event of Default, but scheduled amortization payments after such modification will not otherwise, subsequently cause exceed the weighted average spread of Scheduled Amortization Payments due under the Loan Agreement immediately prior to such new notes or modified notes modification. The Borrower shall also provide opinions and title insurance reasonably necessary to change and (iii) effectuate the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference);same; and (f) if requested by Lender, review any information regarding any make such representations and warranties as of the Propertiesclosing date of the Securitization with respect to the Property, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the CollateralOperating Tenant, the Senior Mezzanine CollateralGuarantor, Holdings, the Operating Company and the Loan which is contained Documents as are customarily provided in a preliminary securitization transactions and as may be reasonably requested by the holder of the Note or final private placement memorandumthe Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, prospectusincluding the representations and warranties made in the Loan Documents. All third party costs and expenses and out-of-pocket expenses incurred by Lender in connection with this Section 9.1 and the Securitization shall be paid by Lender (except as otherwise expressly set forth herein). These shall include, prospectus supplement but not be limited to, fees and disbursements of legal counsel, accountants, and other professionals retained by Lender and fees and expenses incurred for producing any offering documents or any other materials (including any amendment or supplement travel by Lender and its agents, design, printing, photograph and documents production costs). Solely for the purposes of this Section 9.1, Lender shall reimburse Borrower for all of its reasonable out-of-pocket costs and expenses, including the reasonable out-of-pocket fees and expenses of Borrower’s counsel in excess of $25,000 (it being understood that Borrower shall be responsible for paying up to either thereof$25,000 of such costs, fees and expenses), or other disclosure document to be used that Borrower incurs in connection with complying with a request made by Lender or any affiliate thereof; and (g) supply under this Section 9.1 in connection with a Securitization. Upon Lender’s request, Borrower shall deliver to Lender such documentationevidence required by Lender demonstrating that Borrower has incurred such out-of-pocket costs, financial statements fees and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees)expenses, including, without limitationdelivery of bills and invoices reflecting such fees, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with expenses. Notwithstanding the foregoing, including, without limitation, legal fees the provisions of this paragraph shall in connection with no way limit or affect any of the foregoing matters; except that all Borrower obligation to pay any costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall expressly required to be paid solely by LenderBorrower pursuant to any other Sections of this Agreement.

Sale of Notes and Securitization. (a) Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or or securitizations, collectively, a “Securitization”). . (b) At the request of Lender, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Lender, in each case in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or or the Rating Agencies in connection with any such Securitization. Lender shall have the right to provide to prospective investors and the Rating Agencies any information in its possession, including financial statements relating to Borrower, Guarantor, if any, the Property and any Tenant of the Improvements. Borrower acknowledges that certain information regarding the Loan and the parties thereto and the Property may be included in a private placement memorandum, prospectus or other disclosure documents. Borrower agrees that each of Borrower, Principal, Guarantor and their respective officers and representatives, shall, at Lender’s request, cooperate with Lender’s efforts to arrange for a Securitization in accordance with the market standards to which Lender customarily adheres or which may be required by prospective investors or the Rating Agencies in connection with any such Securitization. Borrower, Principal and Guarantor agree to review, at Lender’s request in connection with the Securitization, the Disclosure Documents as such Disclosure Documents relate to Borrower, Principal, Master Tenant, Guarantor, the Property and the Loan, including, the sections entitled “Risk Factors,” “Special Considerations,” “Description of the Security Instrument,” “Description of the Mortgage Loan and Mortgaged Property,” “The Manager,” “The Borrower,” and “Certain Legal Aspects of the Mortgage Loan,” and shall confirm that the factual statements and representations contained in such sections and such other information in the Disclosure Documents (to the extent such information relates to, or is based on, or includes any information regarding the Property, Borrower, Master Tenant, Guarantor, Manager or the Loan) do not, to such Person’s knowledge, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. (c) Borrower agrees to make upon Lender’s written request, without limitation, to: (a) provide or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements structural or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments changes to the Loan Documents as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver (including delivery of one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan and such that new notes or modified note may have different interest rates and amortization schedules), modifications to any documents evidencing or securing the pricing and marketability Loan, creation of the Securities and the size one or more mezzanine loans (including amending Borrower’s organizational structure to provide for one or more mezzanine borrowers), delivery of each class opinions of Securities and the rating assigned counsel acceptable to each such class by the Rating Agencies shall provide or potential investors and addressing such matters as the most favorable rating levels and achieve the optimum rating levels for the LoanRating Agencies or potential investors may require; provided, provided thathowever, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that in creating such new notes or modified notes may, in connection with or mezzanine notes Borrower shall not be required to modify (i) the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the initial weighted average spread interest rate payable under the Note, (ii) the stated maturity of such new notes or modified notes to change and the Note, (iii) the provisions aggregate amortization of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any principal of the PropertiesNote, Borrower(iv) any other material economic term of the Loan, Mortgage Borrower, Senior Mezzanine Borrower, Principal, or (v) decrease the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and time periods during which Borrower is permitted to perform its obligations under the Loan which is contained in a preliminary or final private placement memorandumDocuments; and such modifications shall not, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession aggregate, have a material adverse effect on the economics of the Loan to Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in In connection with the foregoing, including, without limitation, legal fees in connection with any of Borrower covenants and agrees to modify the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of Cash Management Agreement to reflect the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lendernewly created components or mezzanine loans.

Sale of Notes and Securitization. Borrower acknowledges Lender may, at any time, sell, transfer or assign the Note, this Agreement, the Security Instruments and agrees that the Lender may sell all other Loan Documents or any portion of the Loan thereof, and the Loan Documentsany or all servicing rights with respect thereto, or grant participations therein or issue one mortgage pass-through certificates or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class other securities (the “Securities”) secured by evidencing a beneficial interest in a rated or evidencing ownership interests in all unrated public offering or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents private placement (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lenderthe holder of the Note and, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by prospective investors and/or the Rating Agencies in connection with any such a Securitization or the sale of the Note or the participations or Securities, including, without limitation, to: (a) (i) provide such financial and other information with respect to the Properties, Borrower, Guarantor and the Manager, (ii) provide budgets relating to the Properties and (iii) to perform or permit or cause Mortgage Borrower to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and Senior Mezzanine Borrower to provide additional and/or updated reports (Phase I’s and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the Properties, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization (the “Provided Information”), together together, if customary, with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of if required by the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated a revised Insolvency Opinion, (ii) revised opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings Guarantor Principal and their respective Affiliates and the Loan Documents, and (iiiii) revised organizational documents for Borrower, Guarantor and Principal (including, without limitation, such revisions as are necessary to comply with the provisions of Section 4.1.35 hereof), which counsel counsel, opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (dc) if required by any the Rating AgencyAgencies, use commercially reasonable best efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies;. (ed) execute such amendments to the Loan Documents and organizational documents as may be requested by Lender the holder of the Note or the Rating Agencies or otherwise to effect the Securitization and/or deliver one Securitization; provided, however, that Borrower shall not be required to modify or more new component notes amend any Loan Document if such modification or amendment would (except for modifications and amendments required to replace the original note or modify the original note be made pursuant to reflect multiple components of the Loan such that the pricing Section (e) and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, (f) below,) (i) change the aggregate interest rate, the stated maturity or the amortization of principal amount of set forth in the notesNote, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread modify or amend any other material economic term of the Loan. (e) if Lender elects, in its sole discretion, prior to or upon a Securitization, to split the Loan on into two or more parts, or the date of such amendment or delivery of new or Note into multiple component notes shall equal the weighted average spread or tranches which was applicable may have different interest rates, amortization payments, principal amounts, payment priorities, and maturities, Borrower agrees to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, cooperate with Lender in connection with the application of principal foregoing and to such new notes execute the required modifications and amendments to the Note, this Agreement and the Loan Documents and to provide opinions necessary to effectuate the same. Such Notes or modified note following the occurrence of an Event of Defaultcomponents may be assigned different interest rates, but not otherwise, subsequently cause so long as the weighted average spread of such new notes or modified notes to change and interest rates does not exceed the Applicable Interest Rate (iii) the provisions of Section 2.1.5 otherwise shall apply without giving effect to any such amendments and delivery deviation attributable to the imposition of new any rate of interest at the Default Rate or component notes (such provisions being incorporated herein by this referenceprepayments pursuant to Section 2.3.2 or 2.3.3 hereof); (f) if requested by Lenderexecute modifications to the Loan Documents changing the interest rate and/or the amortization payments for the Loan and the Mezzanine A Loan, review provided that the weighted average of the interest rate spreads for the Loan and the Mezzanine A Loan after such modification shall not exceed the weighted average of the interest rate spreads for the Loan and the Mezzanine A Loan immediately prior to such modification (without giving effect to any information regarding deviation attributable to the imposition of any rate of interest at the Default Rate or prepayments pursuant to Section 2.3.2 or 2.3.3 hereof). Borrower shall also provide opinions and title insurance reasonably necessary to effectuate the same; (g) make such representations and warranties as of the closing date of the Securitization with respect to the Properties, Borrower, Mortgage BorrowerGuarantor, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained Documents as are customarily provided in a preliminary securitization transactions and as may be reasonably requested by the holder of the Note or final private placement memorandumthe Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, prospectusincluding the representations and warranties made in the Loan Documents; (h) execute modifications to the Loan Documents changing the Allocated Loan Amounts for the Properties, prospectus supplement (including any amendment or supplement provided that the Total Allocated Loan Amount after such modification shall not exceed the Total Allocated Loan Amount immediately prior to either thereof), or other disclosure document to be used by Lender or any affiliate thereofsuch modification; and (gi) supply to Lender such documentation, financial statements and reports in form and substance required in order for Lender to comply with any applicable Regulations S-X and AB of the federal securities laws law, if applicable. All third party costs and expenses and out-of-pocket expenses incurred by Lender in connection with this Agreement and the Securitization shall be paid by Lender (to except as otherwise expressly set forth herein). Solely for the extent in Borrower’s possessionpurposes of this Section 9.1, or in Lender shall reimburse Borrower for all of its reasonable out-of-pocket costs and expenses (other than the possession fees and expenses of Borrower’s advisorscounsel and any title insurance premiums, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees issuance of the insurance policies and endorsements required to be delivered by Borrower pursuant to this Section 9.1) that Borrower incurs in connection with complying with a request made by Lender or any of the foregoing matters; except that all costs and expenses other Person acting on behalf of Lender and under this Section 9.1 in connection with a Securitization. Notwithstanding the foregoing, the provisions of this paragraph shall in no way limit or affect any Borrower associated with obligation to pay any restructuring of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall costs expressly required to be paid solely by LenderBorrower pursuant to any other Sections of this Agreement.

Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lenderthe holder of the Note and, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts cooperate with Lender to provide information not in the possession of allow Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by prospective investors and/or the Rating Agencies in connection with any the sale of the Note or participations therein or the first successful securitization (such Securitization includingsale and/or securitization, without limitation, tothe "SECURITIZATION") of rated single or multi-class securities (the "SECURITIES") secured by or evidencing ownership interests in the Note and the Mortgage. In this regard Borrower shall: (ai) provide such financial and other information with respect to the Property, Borrower and the Manager, (ii) provide budgets relating to the Property and (iii) to perform or permit or cause Mortgage Borrower to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and Senior Mezzanine Borrower to provide additional and/or updated Provided Informationreports (Phase I's and, together if appropriate, Phase II's), engineering reports and other due diligence investigations of the Property, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization (the "PROVIDED INFORMATION"), together, if customary, with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in cause counsel to render opinions, which may be relied upon by the preparation of descriptive materials for presentations to any or all holder of the Note, the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings Agencies and their respective affiliates counsel, agents and representatives, as to obtainnon-consolidation, collectfraudulent conveyance, and deliver information requested true sale and/or lease or required by Lender or any other opinion customary in securitization transactions, which counsel and opinions shall be reasonably satisfactory to the holder of the Note and the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions make such representations and warranties as of counsel as to non-consolidation, due execution and enforceability the closing date of the Securitization with respect to the PropertiesProperty, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents as are consistent with the representations and warranties made in the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies;; and (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments to the Loan Documents and organizational documents as may be reasonably requested by Lender the holder of the Note or the Rating Agencies or otherwise to effect the Securitization and/or deliver one Securitization; PROVIDED, HOWEVER, that Borrower shall not be required to modify or more new component notes to replace the original note amend any Loan Document if such modification or modify the original note to reflect multiple components of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, amendment would (i) change the aggregate interest rate, the stated maturity or the amortization of principal amount of set forth in the notesNote, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread modify or amend any other material economic term of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933Loan. Lender and Borrower each shall pay their respective All material out-of-pocket third party costs and expenses incurred by Borrower in connection with the foregoing, including, without limitation, legal fees in connection complying with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including requests made under Sections 2.1.5, 2.1.6 and 2.1.7, this Section 9.1 shall be paid solely by Lender.

Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lenderthe holder of the Note and, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by prospective investors and/or the Rating Agencies in connection with any the sale of the Note or participations therein or the first successful securitization (such Securitization sale and/or securitization, the “Securitization”) of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note and the Security Instruments, including, without limitation, to: (a) (i) provide such financial and other information with respect to the Properties, Borrower, Guarantor and the Manager, (ii) provide budgets relating to the Properties and (iii) at Lender’s cost, to perform or permit or cause Mortgage Borrower to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and Senior Mezzanine Borrower to provide additional and/or updated reports (Phase I’s and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the Properties, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization (the “Provided Information”), together together, if customary, with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of if required by the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated a revised Insolvency Opinion, (ii) revised or additional opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings any Guarantor and Manager and their respective Affiliates and the Loan Documents, and (iiiii) revised organizational documents for Borrower, any Guarantor and Manager and their respective Affiliates (including without limitation, such revisions as are necessary to comply with the provisions of Section 4.1.30 hereof, and if required by any Rating Agency, amend such organizational documents to require that there shall be two (2) Independent Directors serving in such capacity at all times), which counsel opinions counsel, opinions, and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (dc) if required by any Rating Agency, use commercially reasonable efforts make such representations and warranties as of the closing date of the Securitization with respect to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel lettersBorrower, subordination agreements or other agreements shall Guarantor, Manager and the Loan Documents as are customarily provided in securitization transactions and as may be reasonably satisfactory to Lender and requested by the holder of the Note or the Rating AgenciesAgencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (ed) execute such amendments to the Loan Documents and Borrower’s organizational documents as may be requested by Lender the holder of the Note or the Rating Agencies or otherwise to effect the Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, including (i) bifurcating the aggregate stated principal amount of Note into two or more notes and splitting the notesSecurity Instrument into two mortgages, following such amendments including a first priority mortgage or deliver of new otherwise as determined by and acceptable to Lender or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) dividing the weighted average spread Note into multiple components corresponding to tranches of certificates to be issued in a Securitization each having a notional balance and an interest rate determined by Lender; provided, however, that Borrower shall not be required to modify or amend any Loan Document if the overall effect of such modification or amendment would (i) change the interest rate, the stated maturity (as the same may be extended pursuant to this Agreement) or the amortization of principal set forth in the Note, or (ii) modify or amend any other material economic term of the Loan; (e) if Lender elects, in its sole discretion, prior to or upon a Securitization, to split the Loan on into two or more parts, or the date of such amendment or delivery of new or Note into multiple component notes shall equal the weighted average spread or tranches which was applicable may have different interest rates, amortization payments, principal amounts and maturities, Borrower agrees to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, cooperate with Lender in connection with the application of principal foregoing and to such new notes execute the required modifications and amendments to the Note, this Agreement and the Loan Documents and to provide opinions necessary to effectuate the same. Such Notes or modified note following components may be assigned different interest rates, so long as the occurrence of an Event of Default, but not otherwise, subsequently cause the initial weighted average spread of such new notes or modified notes to change and (iii) interest rates does not exceed the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference)Applicable Interest Rate ;and (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order for Lender to comply with any applicable the Federal securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitationlaw, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective All reasonable third party costs and expenses incurred by Lender or Borrower in connection with Borrower’s complying with requests made under this Section 9.1 shall be paid by Lender (other than the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by LenderBorrower’s counsel).

Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “"Securities”") secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “"Securitization”"). At the request of Lender, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Lender, in each case in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization including, without limitation, to: (a) provide or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate assist in good faith in the preparation of preparing descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by Lender Lender's prospective investors or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any prospective investor and/or any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the PropertiesProperty, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and Lender, prospective investors and/or the Rating Agencies; (ed) execute such certifications and/or amendments to the Loan Documents as may be requested by Lender or Lender, prospective investors and/or the Rating Agencies to effect the Securitization and/or deliver one Securitization, provided that Borrower shall not be required to modify or more new component notes to replace amend any Loan Document if such modification or amendment would (i) initially change the original note or modify the original note to reflect multiple components of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for weighted average interest rate on the Loan, provided that, (i) the aggregate stated maturity or the amortization of principal amount of set forth herein or in the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior theretoNote, (ii) the weighted average spread modify or amend any other material economic term of the Loan on the date of such amendment Loan, or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) materially increase the provisions obligations, or decrease the rights, of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference)Borrower under the Loan Documents; (fe) if requested by Lender, review any information regarding any of the PropertiesProperty, Borrower, Mortgage BorrowerGuarantor, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company Manager and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (gf) supply to Lender such documentation, financial statements and reports regarding the Property, Borrower, Guarantor, Manager and the Loan in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lenderlaws.

Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lender, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Lender, in each case in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization including, without limitation, to: (a) provide or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and Lender, prospective investors and/or the Rating Agencies; (b) cooperate assist in good faith in the preparation of preparing descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by BorrowerBorrower and approved by Lender, Holdings Principal and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or Lender, prospective investors and/or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) deliver revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and Lender, prospective investors and/or the Rating Agencies; (d) if required by any prospective investor and/or any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the PropertiesProperty, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and Lender, prospective investors and/or the Rating Agencies; (e) make such representations and warranties as of the closing date of the Securitization with respect to the Property, Borrower, Principal, Guarantor and the Loan Documents as may be reasonably requested by Lender, prospective investors and/or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (f) execute such amendments to the Loan Documents and organizational documents as may be reasonably requested by Lender the holder of the Note or the Rating Agencies or otherwise to effect the Securitization and/or deliver one Securitization; provided, however, that Borrower shall not be required to modify or more new component notes to replace the original note amend any Loan Document if such modification or modify the original note to reflect multiple components of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, amendment would (i) change the aggregate interest rate, the stated maturity or the amortization of principal amount of set forth in the notesNote, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread modify or amend any other material term of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference)Loan; (fg) if requested by Lender, review any information regarding any of the PropertiesProperty, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the CollateralGuarantor, the Senior Mezzanine Collateral, Holdings, the Operating Company Property Manager and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (gh) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lenderlaws.

Sale of Notes and Securitization. Borrower acknowledges and agrees that (a) Lender shall have the Lender may right, at any time, (i) to sell all or otherwise transfer the Loan (or any portion thereof and/or interest therein) and any or all servicing rights with respect thereto, (ii) to grant participation interests in the Loan (or any portion thereof and/or interest therein) or (iii) to securitize the Loan (or any portion thereof and/or interest therein) in a single asset securitization or pooled asset securitization. Each of the Loan transactions referred to in clauses (i), (ii) and (iii) above shall each hereinafter be referred to as a “Secondary Market Transaction” and the Loan Documentstransactions referred to in clause (iii) shall hereinafter be referred to as a “Securitization.” Any certificates, notes or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class other securities (the issued in connection with a Securitization are hereinafter referred to as “Securities”. (b) secured In each case, if requested by or evidencing ownership interests Lender in all or any portion writing (electronic mail addressed to Asset Manager at xxxxxxxxxxxxxxxxxx@xxxxxxxxxxxx.xxx, together with duplicate written notice provided in accordance with Section 10.6 hereof) setting forth reasonable detail of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lender, and to the extent not already required to be provided by Borrower under this Agreementrequest, Borrower and Guarantor shall use commercially reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by assist Lender in order to satisfy satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by prospective investors and/or the Rating Agencies in connection with any such Securitization includingSecondary Market Transaction, without limitation, including to: (ai) provide such financial and other information with respect to the Properties, Borrower, Guarantor and Manager, if any, not previously delivered to Lender and otherwise reasonably requested, (ii) provide budgets relating to the Properties not previously delivered to Lender and otherwise reasonably requested, and (iii) perform or permit or cause Mortgage Borrower to be performed or permitted site inspection, appraisals, market studies, environmental reviews and Senior Mezzanine Borrower reports (Phase I’s and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the Properties, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization (in each case of the foregoing (i), (ii) and (iii), to provide additional the extent relating to, based upon or including information regarding the Properties, Borrower, Guarantor, Manager, if any, and/or updated the Loan, the “Provided Information”), together together, if customary, with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (bii) cooperate if reasonably requested by Lender, participate in good faith in any meetings with Lender or any third parties related to the preparation of descriptive materials for presentations to any or all of Secondary Market Transaction (such as banks, investors and Rating Agencies); (iii) if required by the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated a revised Insolvency Opinion, (ii) revised opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine CollateralGuarantor, Principal, Holdings if any, and their respective Affiliates and the Loan Documents, and (iiiii) revised organizational documents for BorrowerBorrower and Principal, if any (including such revisions as are necessary to comply with the provisions of Section 4.1.36 hereof), which counsel counsel, opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (div) if required by any the Rating AgencyAgencies, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies, which shall be deemed satisfactory if any such third party complies with its contractual obligations to provide such agreements or estoppel in accordance with the applicable agreement; (ev) execute such amendments to the Loan Documents as may be reasonably requested by Lender the holder of the Note or the Rating Agencies or otherwise to effect the Securitization and/or deliver one applicable Secondary Market Transaction; provided, however, that Borrower or more new component notes Guarantor shall not be required to replace the original note modify or modify the original note amend any Loan Document if such modification or amendment would, except for modifications and amendments required to reflect multiple components of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned be made pursuant to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided thatsubsection (vi) below, (i) change the aggregate interest rate, the stated maturity or the amortization of principal set forth in the Note, or (ii) otherwise modify or amend any material term or obligation set forth in the Loan Documents; (vi) if Lender elects, in its sole discretion, prior to or upon a Secondary Market Transaction, to split the Loan into two or more parts (up to seven separate Mortgage Loans), or the Note into multiple component notes or tranches which may have different interest rates, amortization payments, principal amounts, payment priorities and maturities (provided, however, that the total of the Loan amount of the notes, following such amendments component notes or deliver of new or component notes, tranches immediately after such split shall equal the aggregate stated principal Loan amount of the Loan outstanding immediately prior theretoto such split, (ii) and the weighted average spread interest rate of the Loan on the date of all such amendment or delivery of new or component notes or tranches immediately after such split shall equal the weighted average spread which was applicable to the Loan interest rate immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes maysplit, provided any principal payment shall not result in connection with the application “rate creep” except for payments of principal to such new notes or modified note following made after the occurrence of an Event of Default, but not otherwiseor in connection with the application of any Net Proceeds after a Casualty or Condemnation), subsequently cause Borrower and Guarantor agree to cooperate with Lender in connection with the foregoing and to execute any reasonably required modifications and amendments to the Note, this Agreement and the Loan Documents and to provide opinions necessary to effectuate the same. The Note or its components may be assigned different interest rates, so long as the initial weighted average spread of such new notes or modified notes to change and (iii) interest rates does not exceed the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference)Applicable Interest Rate; (fvii) if requested by Lender, review any information regarding any make such representations and warranties as of the closing date of the Secondary Market Transaction with respect to the Properties, Borrower, Mortgage BorrowerGuarantor, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained Documents as are customarily provided in a preliminary such transactions and as may be reasonably requested by the holder of the Note or final private placement memorandumthe Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereofthe representations and warranties made in the Loan Documents; and (gviii) after receipt of written notice from Lender that the foregoing is required to comply with applicable Legal Requirements, supply to Lender such documentation, financial statements and reports in form and substance required in order for Lender to comply with any applicable Regulation AB of the federal securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitationlaw, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective . (c) All reasonable third party costs and expenses incurred by Lender or Borrower or Guarantor in connection with the foregoing, including, without limitation, legal fees in connection Borrower’s or Guarantor’s complying with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including requests made under Sections 2.1.5, 2.1.6 and 2.1.7, this Section 9.1 shall be paid solely by LenderBorrower and Guarantor.

Sale of Notes and Securitization. (a) Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”); provided that Lender may not sell all or any portion of the Loan and the Loan Documents, or issue any participation therein to any Person set forth in Schedule VIII hereto. At Lender shall promptly notify Borrower of any such sale of all or any portion of the request Loan. Lender or its designee, acting solely for this purpose as an agent of Borrower, shall maintain a register (“Register”) for the recordation of the names and addresses of the Lenders, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error. The Register shall be available for inspection by Borrower, at any reasonable time and from time to time upon reasonable prior notice. (b) If requested by Lender, and to the extent not already required to be provided by Borrower under this Agreementshall, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by assist Lender in order to satisfy satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by prospective investors and/or the Approved Rating Agencies in connection with any such Securitization Securitizations, including, without limitation, to: upon reasonable prior written notice from Lender: (ai) (A) provide or cause Mortgage updated financial and other information with respect to the Properties, Borrower and Senior Mezzanine Borrower other Relevant Parties, (B) provide updated budgets relating to the Properties and (C) provide additional and/or broker price opinions, property condition reports, an updated Provided data tape and other due diligence investigations of the Properties and delivering updated information on any Relevant Party and the Properties to Lender, Lender’s investors or potential purchasers of the Seller Financing, any rating agencies, and any third-party diligence providers retained by the Lender in connection therewith, including an updated tape of the Data Tape and such other information as Lender reasonably requests for inclusion in a private placement memorandum, prospectus, or similar offering memorandum with respect to the Seller Financing or any securities backed by the Seller Financing (the “Updated Information”) and reviewing and commenting on any fact in any prospectus, together prospectus supplement, offering circular, private placement memorandum or similar offering document used in connection with a securitization of the Seller Financing including those sections entitled “Risk Factors”, “Special Considerations”, “Description of the Loan Parties and the Parent”, “Description of the Loan”, “Description of the Properties”, “The Borrower”, “The Equity Owner”, “The Sponsor” and “Certain Legal Aspects of the Loan” (or sections similarly entitled or covering similar subject matters) in each case to extent such facts relate to the Relevant Parties or the Properties and are provided by the Parent or a Loan Party (the “Covered Disclosure Information”), together, if customary, with appropriate verification and/or consents related to of the Provided Updated Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (bii) cooperate provide opinions of counsel, which may be relied upon by Lender, the Approved Rating Agencies and placement agents, in good faith each case as is customary in the preparation of descriptive materials for presentations to any or all of the Rating Agenciessecuritization market, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution matters of Delaware and enforceability federal bankruptcy law relating to limited liability companies or any other opinion customary in Securitizations or required by the Approved Rating Agencies or placement agents with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings Properties and their respective Affiliates Borrower and the Loan Documents, and (ii) revised organizational documents for Borrowerother Relevant Parties, which counsel and opinions and organizational documents shall be reasonably satisfactory in form and substance to Lender Lender, the Approved Rating Agencies and the Rating Agenciesplacement agents; (diii) if required by provide updated, as of the closing date of any Rating AgencySecuritization, use commercially reasonable efforts to deliver representations and warranties made in the Loan Documents and such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of representations and warranties as the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender Approved Rating Agencies and the Rating Agencies;placement agents may require; and (eiv) execute such amendments to the Loan Documents and organizational documents of any Loan Party as may be reasonably requested by Lender or requested by the Approved Rating Agencies or otherwise to effect the Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, (i) bifurcating the Loan into separate loans (or conversely, consolidating separate mortgage loans made by Lender into a single mortgage loan that can be sold for securitization purposes) so long as each such interest rate remains a floating rate determined by reference to one-month LIBOR and the weighted average of the spreads for all such components in the aggregate does not exceed 328.5 bps; (ii) bifurcating the mortgage loan into one or more senior and subordinated or pari passu tranches or component notes and increasing or decreasing the interest rate for such tranches and components so long as each such interest rate remains a floating rate determined by reference to one-month LIBOR and the weighted average of the spreads for all such components in the aggregate immediately after the effective date of such modification does not exceed 328.5 bps; (iii) obtaining ratings from two or more rating agencies; (v) participate (including senior management of Borrower) in a bank or investor meeting if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. requested by Lender and Borrower each shall pay their respective costs in presentations to and expenses incurred meetings with rating agencies; (vi) otherwise reasonably cooperate with Lender in connection with the foregoingpreparation of marketing materials related to the Loan; and (vii) otherwise agree to any modifications that the Lender may request in order to satisfy marketing demand or rating agency requirements; provided in all cases Borrower shall not be obligated to agree to: (a) any principal amortization of the Loan (other than as otherwise contemplated by this Agreement); (b) any financial covenants of Parent that are more restrictive than those set forth herein and in the other Loan Documents; (c) any new guaranty not contemplated by the Loan Documents; (d) any change in the stated maturity or the amortization of principal of the Loan (provided that Borrower may extend the two-year maturity date and any extension thereof to the equivalent anniversary date of closing of any Securitization); (e) modify or amend any material economic term of the Loan (except as described in this Section 8.1.1; or (f) any modifications that are not customarily included in floating rate Securitizations for single family rental homes and which Borrower or Parent reasonably deem to be adverse to them in any material respect, including, including without limitation, legal fees in connection with materially increasing any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with or any restructuring of Affiliate’s obligations and/or liabilities or decreasing any such person’s rights under the Loan requested by Lender(provided, including under Sections 2.1.5further, 2.1.6 and 2.1.7that such changes, in the aggregate, shall be paid solely by Lendernot result in a material adverse economic effect to Borrower or any Affiliate).

Sale of Notes and Securitization. Borrower acknowledges and agrees that the that, subject to Article XV hereof, Lender may sell sell, transfer or assign all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lender, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Lender, in each case in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization including, without limitation, to: (a) (i) subject to Sections 11.2.3, 11.2.7 and 11.2.10 hereof, provide such financial and other information (but not projections) with respect to the Property, Borrower, Guarantor, Manager and Bank of America, N.A. to the extent such information is reasonably available to Borrower, Guarantor, or cause Mortgage Borrower Manager and Senior Mezzanine Borrower to provide additional and/or updated Provided Information(ii) cooperate with the holder of the Note (and its representatives) in obtaining such site inspection, together appraisals, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested by the holder of the Note or reasonably requested by the Rating Agencies together, if customary, with appropriate verification of and/or consents related to the Provided Information such information, through letters of auditors or opinions Opinions of counsel Counsel of independent attorneys reasonably acceptable to Lender Lender, prospective investors and the Rating AgenciesAgencies (all information provided pursuant to this Section 14.1 together with all other information heretofore provided to Lender in connection with the Loan, as such may be updated, at Lender’s request, in connection with a Securitization, or hereafter provided by or on behalf of Borrower to Lender in connection with the Loan or a Securitization, being herein collectively called the Provided Information); (b) cooperate in good faith in the preparation deliver (i) an Additional Non-Consolidation Opinion and such other customary Opinions of descriptive materials for presentations to any or all of Counsel as may be reasonably requested by Lender, prospective investors and/or the Rating Agencies, and work withincluding, and if requestedwithout limitation, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documentsa so called “10b-5” opinion, and (ii) revised organizational documents for BorrowerBorrower (which revised documents do not affect Borrower and its Affiliates in a material and adverse manner), which counsel opinions Opinions of Counsel and organizational documents shall be reasonably satisfactory to Lender and Lender, prospective investors and/or the Rating Agencies; (dc) if required requested by Lender, a Rating Agency or any prospective investor, provide estoppel certificates and other non-financial information and assurances in form and content satisfactory to Lender, the Rating AgencyAgencies and/or any prospective investor, use commercially reasonable efforts to deliver as applicable, and such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of and updated non-financial information on the Properties, which estoppel lettersBorrower, subordination agreements or other agreements shall be reasonably satisfactory to Lender and and/or Guarantor as Lender, the Rating AgenciesAgencies or any prospective investor may request; (ed) execute such amendments to the Loan Documents as may be reasonably requested by Lender or Lender, prospective investors and/or the Rating Agencies to effect the Securitization and/or deliver Securitization; provided that (i) such amendments will not increase Borrower’s obligations or decrease Borrower’s rights in any material respect or result in an increase in any monetary obligation of Borrower except as provided in Section 14.2) and (ii) to the extent that, pursuant to one or more new component notes to replace the original note or modify the original note to reflect multiple components Securitizations, Lender assigns portions of the Loan such that or issues participations in the pricing Loan to more than five (5) Persons, Borrower and marketability Lender shall cooperate to take all actions necessary to cause the Loan to be in registered form for purposes of Section 163(f) of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, Code (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable including effecting appropriate modifications to the Loan immediately prior or any Loan Document) unless Lender receives an opinion of counsel to such adjustment the effect that the Loan is not a “registration-required obligation” for purposes of Section 163(f) of the Code, it being understood that (1) causing the Loan to be in registered form for purposes of Section 163(f) of the Code shall not be deemed to have a materially adverse economic effect to Borrower acknowledging that such new notes or modified notes mayfor purposes of this Section 14.1(d) and (2) for purposes of the aforementioned determination of five (5) Persons, multiple investors in Securities issued in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise a single Securitization trust shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference)constitute one Person; (fe) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage BorrowerAmerican Financial Realty Trust, Senior Mezzanine BorrowerGuarantor, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company Manager and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document Disclosure Document to be used by Lender or any affiliate thereof; and (gf) supply subject to Section 5.1.23, update and/or restate Officer’s Certificates, title insurance and other items originally delivered to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to on the extent in Borrower’s possession, Closing Date or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any closing of the foregoing matters; except that all costs and expenses of Loan, as may be required by the Lender and Borrower associated with any restructuring of or the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by LenderRating Agencies.

Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). . (a) At the request of Lender, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Lender, in each case in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization Securitization. Lender shall have the right to provide to prospective investors and the Rating Agencies any information in its possession, including, without limitation, to: financial statements relating to Borrower, Guarantors, if any, the Property and any Tenant of the Improvements. Borrower acknowledges that certain information regarding the Loan and the parties thereto and the Property may be included in a private placement memorandum, prospectus or other disclosure documents. Borrower agrees that each of Borrower, Principal, Guarantor and their respective officers and representatives, shall, at Lender’s request, at its sole cost and expense, cooperate with Lender’s efforts to arrange for a Securitization in accordance with the market standards to which Lender customarily adheres and/or which may be required by prospective investors and/or the Rating Agencies in connection with any such Securitization. Borrower, Principal and Guarantor agree to review, at Lender’s request in connection with the Securitization, the Disclosure Documents as such Disclosure Documents relate to Borrower, Principal, Guarantor, the Property and the Loan, including without limitation, the sections entitled “Risk Factors,” “Special Considerations,” “Description of the Mortgage,” “Description of the Mortgage Loan and Mortgaged Property,” “The Manager,” “Borrower,” and “Certain Legal Aspects of the Mortgage Loan,” and shall confirm that the factual statements and representations contained in such sections and such other information in the Disclosure Documents (a) provide or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters extent such information relates to, or is based on, or includes any information regarding the Property, Borrower, Guarantor, Manager and/or the Loan) do not contain any untrue statement of auditors a material fact or opinions omit to state a material fact necessary in order to make the statements made, in the light of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies;circumstances under which they were made, not misleading. (b) cooperate in good faith in the preparation of descriptive materials for presentations Borrower agrees to any or make upon Lender’s written request, without limitation, all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements structural or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments changes to the Loan Documents as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver (including delivery of one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan and such that new notes or modified note may have different interest rates and amortization schedules), modifications to any documents evidencing or securing the pricing and marketability Loan, creation of the Securities and the size one or more mezzanine loans (including amending Borrower’s organizational structure to provide for one or more mezzanine borrowers), delivery of each class opinions of Securities and the rating assigned counsel acceptable to each such class by the Rating Agencies shall provide or potential investors and addressing such matters as the most favorable rating levels and achieve the optimum rating levels for the LoanRating Agencies or potential investors may require; provided, provided thathowever, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that in creating such new notes or modified notes may, in connection with or mezzanine notes Borrower shall not be required to modify (i) the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the initial weighted average spread interest rate payable under the Note, (ii) the stated maturity of such new notes or modified notes to change and the Note, (iii) the provisions aggregate amortization of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any principal of the PropertiesNote, Borrower(iv) any other material economic term of the Loan, Mortgage Borrower, Senior Mezzanine Borrower, Principal, or (v) decrease the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and time periods during which Borrower is permitted to perform its obligations under the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933Documents. Lender and Borrower each shall pay their respective costs and expenses incurred in In connection with the foregoing, including, without limitation, legal fees in connection with any of Borrower covenants and agrees to modify the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of Cash Management Agreement to reflect the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lendernewly created components and/or mezzanine loans.

Sale of Notes and Securitization. Borrower acknowledges and agrees that Lender may, at any time, sell, transfer or assign the Lender may sell all or any portion of Note, this Agreement, the Loan Security Instruments and the other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue one mortgage pass-through certificates or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class other securities (the “Securities”) secured by evidencing a beneficial interest in a rated or evidencing ownership interests in all unrated public offering or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents private placement (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lenderthe holder of the Note and, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of cooperate with Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by prospective investors and/or the Rating Agencies in connection with any such a Securitization or the sale of the Note or the participations or Securities, including, without limitation, to: (ai) provide such financial and other information with respect to the Properties, Borrower, Guarantor, the REIT, Operating Tenant, and the Manager, (ii) provide budgets relating to the Properties and (iii) to perform or permit or cause Mortgage Borrower to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and Senior Mezzanine Borrower to provide additional and/or updated reports (Phase I’s and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the Properties, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization (the “Provided Information”), together together, if customary, with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of if required by the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated a revised Insolvency Opinion, (ii) revised opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine CollateralGuarantor, Principal, Holdings and their respective Affiliates Operating Tenant and the Loan Documents, and (iiiii) revised organizational documents for Borrower, Guarantor, and Principal, and Operating Tenant (including, without limitation, such revisions as are necessary to comply with the provisions of Section 4.1.35 hereof), which counsel counsel, opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (ec) execute such amendments to the Loan Documents and organizational documents as may be requested by Lender the holder of the Note or the Rating Agencies or otherwise to effect the Securitization and/or deliver one Securitization; provided, however, that Borrower shall not be required to modify or more new component notes amend any Loan Document if such modification or amendment would (except for modifications and amendments required to replace the original note or modify the original note be made pursuant to reflect multiple components of the Loan such that the pricing Section (e) and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that(f) below), (i) change the aggregate interest rate, the stated maturity or the amortization of principal amount of set forth in the notesNote, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) modify or amend any other material term of the Loan; (d) if Lender elects, in its sole discretion, prior to or upon a Securitization, to split the Loan into two or more parts, or the Note into multiple component notes or tranches which may have different interest rates, amortization payments, principal amounts, payment priorities, and maturities, Borrower agrees to cooperate with Lender in connection with the foregoing and to execute the required modifications and amendments to the Note, this Agreement and the Loan Documents and to provide opinions necessary to effectuate the same. Such Notes or components may be assigned different interest rates, so long as the initial weighted average of such interest rates does not exceed the Applicable Interest Rate and the scheduled amortization payments do not exceed the Scheduled Amortization Payment; (e) execute modifications to the Loan Documents changing the interest rate and/or the amortization payments for the Loan and the Mezzanine Loan, provided that the initial weighted average of the interest rate spreads for the Loan and the Mezzanine Loan after such modification shall not exceed the weighted average spread of the interest rate spreads for the Loan on and the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Mezzanine Loan immediately prior to such adjustment (Borrower acknowledging that modification and the scheduled amortization payments after such new notes or modified notes maymodification will not exceed the Scheduled Amortization Payments, in connection with if any, due under the application of principal Loan Agreement and the Mezzanine Loan Agreement immediately prior to such new notes or modified note following modification and the occurrence of an Event of Default, but scheduled amortization payments after such modification will not otherwise, subsequently cause exceed the weighted average spread of Scheduled Amortization Payments due under the Loan Agreement and Mezzanine Loan Agreement immediately prior to such new notes or modified notes modification. The Borrower shall also provide opinions and title insurance reasonably necessary to change and (iii) effectuate the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference);same; and (f) if requested by Lender, review any information regarding any make such representations and warranties as of the closing date of the Securitization with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the CollateralOperating Tenant, the Senior Mezzanine CollateralGuarantor, Holdings, the Operating Company and the Loan which is contained Documents as are customarily provided in a preliminary securitization transactions and as may be reasonably requested by the holder of the Note or final private placement memorandumthe Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, prospectusincluding the representations and warranties made in the Loan Documents. All third party costs and expenses and out-of-pocket expenses incurred by Lender in connection with this Section 9.1 and the Securitization shall be paid by Lender (except as otherwise expressly set forth herein). These shall include, prospectus supplement but not be limited to, fees and disbursements of legal counsel, accountants, and other professionals retained by Lender and fees and expenses incurred for producing any offering documents or any other materials (including any amendment or supplement travel by Lender and its agents, design, printing, photograph and documents production costs). Solely for the purposes of this Section 9.1, Lender shall reimburse Borrower for all of its reasonable out-of-pocket costs and expenses, including the reasonable out-of-pocket fees and expenses of Borrower’s counsel in excess of $25,000 (it being understood that Borrower shall be responsible for paying up to either thereof$25,000 of such costs, fees and expenses), or other disclosure document to be used that Borrower incurs in connection with complying with a request made by Lender or any affiliate thereof; and (g) supply under this Section 9.1 in connection with a Securitization. Upon Lender’s request, Borrower shall deliver to Lender such documentationevidence required by Lender demonstrating that Borrower has incurred such out-of-pocket costs, financial statements fees and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees)expenses, including, without limitationdelivery of bills and invoices reflecting such fees, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with expenses. Notwithstanding the foregoing, including, without limitation, legal fees the provisions of this paragraph shall in connection with no way limit or affect any of the foregoing matters; except that all Borrower obligation to pay any costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall expressly required to be paid solely by LenderBorrower pursuant to any other Sections of this Agreement.

Sale of Notes and Securitization. (a) Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). . (b) At the request of Lender, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Lender, in each case in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization Securitization. Lender shall have the right to provide to prospective investors and the Rating Agencies any information in its possession, including, without limitation, to: (a) provide or cause Mortgage financial statements relating to Borrower, Guarantor, if any, mezzanine borrower, if any, the Property and any Tenant of the Improvements. Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to acknowledges that certain information regarding the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender Loan and the Rating Agencies; parties thereto and the Property may be included in a private placement memorandum, prospectus or other disclosure documents (b) cooperate in good faith in the preparation “Disclosure Documents”). Borrower agrees that each of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings Principal, Guarantor, and their respective affiliates officers and representatives, shall, at Lender’s request, at its sole cost and expense, cooperate with Lender’s efforts to obtain, collect, and deliver information requested or arrange for a Securitization in accordance with the market standards to which Lender customarily adheres and/or which may be required by Lender or prospective investors and/or the Rating Agencies;Agencies in connection with any such Securitization. Borrower, Principal, Guarantor and mezzanine borrower, if any, agree to review, at Lender’s request in connection with the Securitization, the Disclosure Documents as such Disclosure Documents relate to Borrower, Principal, Guarantor, the mezzanine borrower, if any, the Property and the Loan, including without limitation, the sections entitled “Risk Factors,” “Special Considerations,” “Description of the Mortgage,” “Description of the Mortgage Loan and Mortgaged Property,” “The Manager,” “The Borrower,” and “Certain Legal Aspects of the Mortgage Loan,” and at Lender’s request shall confirm that the factual statements and representations contained in such sections and such other information in the Disclosure Documents (to the extent such information relates to, or is based on, or includes any information regarding the Property, Borrower, Guarantor, the mezzanine borrower, if any, Manager and/or the Loan) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. (c) deliverBorrower agrees to make upon Lender’s written request, if required or requested by any Rating Agencywithout limitation, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements all structural or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments changes to the Loan Documents as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver (including delivery of one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan and such new notes or modified note may have different interest rates and amortization schedules), modifications to any documents evidencing or securing the Loan, creation of one or more mezzanine loans (including amending Borrower’s organizational structure to provide for one or more mezzanine borrowers), delivery of opinions of counsel acceptable to the Rating Agencies or potential investors and addressing such matters as the Rating Agencies or potential investors may require, and/or (prior to Securitization of the Loan) to cross-default and/or cross-collateralize the Loan with an Affiliate Loan; provided, however, that in creating such new notes or modified notes or mezzanine notes Borrower shall not be required to modify (i) the overall interest rate of the Note at the time of the creation of such new notes or modified notes or mezzanine notes (i.e. the initial weighted average interest rate payable under such new notes or modified notes or mezzanine notes shall equal the Applicable Interest Rate), (ii) the stated maturity of the Note, (iii) the aggregate amortization of principal of the Note, (iv) any other material economic term of the Loan, or (v) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents. Notwithstanding Lender’s agreement that the initial weighted average interest rate payable under the Note shall not change, Borrower acknowledges (1) that such new notes or modified notes or mezzanine notes may, in connection with the application of principal to such new notes or modified note, subsequently cause the weighted average coupon of such new notes or modified notes or mezzanine notes to change, and (2) that Lender may apply principal, interest rates and amortization of the Loan between such new components in a manner specified by Lender in its sole discretion such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels bond execution for the Loan, provided that, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in In connection with the foregoing, including, without limitation, legal fees in connection with any of Borrower covenants and agrees to modify the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of Cash Management Agreement to reflect the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lendernewly created components and/or mezzanine loans.

Sale of Notes and Securitization. Borrower acknowledges and agrees that Lender may, at any time, sell, transfer or assign the Lender may sell all or any portion of Note, this Agreement, the Loan Security Instruments and the other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue one mortgage pass-through certificates or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class other securities (the “Securities”) secured by evidencing a beneficial interest in a rated or evidencing ownership interests in all unrated public offering or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents private placement (such sales, participations and/or securitizations, collectively, a “Securitization”); provided that Lender shall not engage in any Securitization with respect to a portion of the Loan which exceeds ten percent (10%) of the original amount of such Securitization. At the request of Lenderthe holder of the Note and, and to the extent not already required to be provided by Borrower under this Agreement, Borrower Borrower, at Borrower’s expense (but subject to the last sentence of this Section 9.1), shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by prospective investors and/or the Rating Agencies in connection with any such a Securitization or the sale of the Note or the participations or Securities, including, without limitation, to: (a) (i) provide such financial and other information with respect to the Properties, Borrower, Tenants to the extent Borrower is entitled to such information under the Operating Lease, Guarantor, Indemnitor and the Manager, (ii) provide budgets relating to the Properties as may be provided by Tenants under the Leases, if any (but which shall not be required to be updated) and (iii) permit Lender to perform (at is own cost) such site inspection, appraisals, market studies, environmental reviews and reports (Phase I’s and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the Properties, as may be reasonably requested by the holder of the Note or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated the Rating Agencies or as may be necessary or appropriate in connection with the Securitization (the “Provided Information”), together together, if customary, with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; provided, however, other than as required pursuant to Section 5.1.10 hereof, that at no time shall Borrower, Guarantor, Indemnitor or Manager be required to provide information with respect to (i) anticipated store closures and (ii) individual retail store profitability (including but not limited to per-store sales or occupancy costs); (b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of If required by the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agencyas are necessary to comply with the provisions of Section 4.1.35 hereof, (i) updated a revised Insolvency Opinion, (ii) revised opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (iiiii) revised organizational documents for Borrower, and Principal, which counsel counsel, opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (dc) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating AgenciesIntentionally Omitted; (ed) execute such amendments to the Loan Documents and organizational documents as may be requested by Lender the holder of the Note or the Rating Agencies or otherwise to effect the Securitization and/or deliver one Securitization; provided, however, that Borrower shall not be required to modify or more new component notes amend any Loan Document or organizational documents if such modification or amendment would (except for modifications and amendments required to replace the original note or modify the original note be made pursuant to reflect multiple components of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, Section (e) below,) (i) change the aggregate interest rate, the stated maturity or the amortization of principal amount of set forth in the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior theretoNote, (ii) the weighted average spread modify or amend any other material economic term of the Loan on the date of such amendment (including any non-recourse carve-out provisions) or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender have an adverse economic impact on Borrower or any affiliate Affiliate thereof; and (ge) supply if Lender elects, in its sole discretion, prior to Lender such documentationor upon a Securitization, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to split the extent in Borrower’s possessionLoan into two or more parts, or in the possession of Borrower’s advisorsNote into multiple component notes or tranches which may have different interest rates, agents or employees)amortization payments, includingprincipal amounts, without limitationpayment priorities, if applicableand maturities, information necessary Borrower agrees to comply reasonably cooperate with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoingforegoing and to execute the required modifications and amendments to the Note, includingthis Agreement and the Loan Documents and to provide opinions reasonably necessary to effectuate the same so long as the initial principal amount of such multiple component notes or tranches does not exceed the outstanding principal amount of the Note immediately prior to such split. Such Notes or components may be assigned different interest rates, without limitationso long as the initial weighted average of such interest rates does not exceed the Applicable Interest Rate. Other than for legal counsel, legal fees accountants and other professionals engaged by Borrower, Borrower shall not be obligated to incur any cost or expense in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated Borrower’s complying with any restructuring of the Loan requested by Lender, including requests made under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lenderthis Section 9.1.

Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of the holder of the Note and at Lender’s sole cost and expense and, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender the holder of the Note or which may be reasonably required by Lender in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by prospective investors and/or the Rating Agencies in connection with any the sale of the Note or participations therein or the first successful securitization (such Securitization sale and/or securitization, the “Securitization”) of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note and the Mortgage, including, without limitation, to: (a) provide or cause Mortgage such financial and other information with respect to the Property, Borrower and Senior Mezzanine Borrower the Manager, if any, (ii) provide budgets relating to provide additional and/or updated the Property and (iii) in accordance with the terms of this Agreement, to permit to be performed such site inspection, appraisals, market studies, environmental reviews and reports (Phase I’s and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the Property, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or reasonably appropriate in connection with the Securitization (the “Provided Information”), together together, if customary, with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in at Lender’s expense, cause counsel to render opinions or update existing opinions, which may be relied upon by the preparation of descriptive materials for presentations to any or all holder of the Note, the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings Agencies and their respective affiliates counsel, agents and representatives, as to obtainnon-consolidation, collectfraudulent conveyance, and deliver information requested true sale and/or lease or required by Lender or any other opinion customary in securitization transactions, which counsel and opinions shall be reasonably satisfactory to the holder of the Note and the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions make such representations and warranties as of counsel as to non-consolidation, due execution and enforceability the closing date of the Securitization with respect to the PropertiesProperty, Borrower, Mortgage BorrowerOperating Lessee, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates Manager and the Loan Documents, Documents as are customarily provided in securitization transactions and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall as may be reasonably satisfactory to Lender and requested by the holder of the Note or the Rating Agencies;Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; and (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments to the Loan Documents and organizational documents as may be reasonably requested by Lender the holder of the Note or the Rating Agencies or otherwise to effect the Securitization and/or deliver one Securitization; provided, however, that Borrower shall not be required to modify or more new component notes to replace amend any Loan Document if such modification or amendment would (i) change the original note or modify the original note to reflect multiple components initial weighted average interest rate of the Loan such that (although, application of principal repayments or the pricing and marketability of Debt Service Payment Amount in a manner determined by Lender in its sole discretion may affect the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount actual weighted average interest rate of the Loan immediately prior theretosubsequent to such modification), the stated maturity or the required amortization set forth in the Note, (ii) the weighted average spread modify or amend any other material or economic term of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes mayLoan, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) modify Section 8.1.1 hereof, or (iv) in the provisions reasonable judgment of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage materially increase Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company ’s obligations and liabilities under the Loan which is contained in a preliminary Documents or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to materially decrease the extent in Borrower’s possession, or in the possession rights of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D Borrower under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by LenderDocuments.

Sale of Notes and Securitization. Borrower Trustor acknowledges that Beneficiary and agrees that its successors and assigns may (i) sell this Deed of Trust, the Lender Note and other Loan Documents to one or more investors as a whole loan, (ii) participate the Loan secured by this Deed of Trust to one or more investors, (iii) deposit this Deed of Trust, the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, or (iv) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses (i) through (iv) are hereinafter each referred to as "SECONDARY MARKET TRANSACTION"). Trustor shall cooperate with Beneficiary in effecting any such Secondary Market Transaction and shall cooperate to implement all requirements imposed by any Rating Agency involved in any Secondary Market Transaction. Trustor, however, shall not be required to modify any documents evidencing or any portion securing the Loan which would modify (A) the interest rate payable under the Note, (B) the stated maturity of the Note, (C) the amortization of principal of the Note, (D) the non-recourse provisions of the Loan or (E) any other material economic term of the Loan. Trustor shall provide such information, legal opinions and documents relating to Trustor, Guarantor, if any, the Loan DocumentsTrust Property and any tenants of the Improvements as Beneficiary may reasonably request in connection with such Secondary Market Transaction. In addition, or issue one or more participations thereinTrustor shall make available to Beneficiary all information concerning its business and operations that Beneficiary may reasonably request. Beneficiary shall be permitted to share all such information with the investment banking firms, or consummate one or more private or public securitizations of rated single- or multiRating Agencies, accounting firms, law firms and other third-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of party advisory firms involved with the Loan and the Loan Documents or a pool of assets the applicable Secondary Market Transaction. It is understood that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lender, and to the extent not already required to be information provided by Borrower under this Agreement, Borrower shall use reasonable efforts Trustor to provide information not in Beneficiary may ultimately be incorporated into the possession of Lender or which offering documents for the Secondary Market Transaction and thus various investors may be reasonably required by Lender in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization including, without limitation, to: (a) provide or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in the preparation of descriptive materials for presentations to any also see some or all of the Rating Agencies, information. Beneficiary and work with, and if requested, supervise, all of the aforesaid third-party service providers engaged by Borroweradvisors and professional firms shall be entitled to rely on the information supplied by, Holdings or on behalf of, Trustor and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel Trustor indemnifies Beneficiary as to non-consolidationany losses, due execution and enforceability with respect claims, damages or liabilities that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such information or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in such information or necessary in order to make the Propertiesstatements in such information, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any in light of the Propertiescircumstances under which they were made, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and not misleading. Beneficiary may publicize the Rating Agencies; (e) execute such amendments to the Loan Documents as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components existence of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application its marketing for a Secondary Market Transaction or otherwise as part of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lenderits business development.

Sale of Notes and Securitization. Borrower acknowledges and agrees that the each Lender may sell all or any portion of its Pro Rata Share of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations Securitizations (as hereinafter defined) of rated single- single or multi-class securities Securities (the “Securities”as hereinafter defined) secured by or evidencing ownership interests in all or any portion of its Pro Rata Share of the Loan and the Loan Documents or a pool of assets that include its Pro Rata Share of the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”)Documents. At the request of LenderLender and, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in satisfy the possession of Lender or market standards which may be reasonably required in the marketplace or by Lender in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any the sale of one or more of the Notes or a participation interest therein as part of a securitization (such Securitization includingsale and/or securitization, without limitationthe “Securitization”) of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the applicable Note or Notes and this Agreement, to: including using reasonable efforts to do (a) provide or cause Mortgage Borrower to be done) the following, at Borrower’s sole cost and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; expense (b) cooperate in good faith subject in the preparation case of descriptive materials for presentations Lender’s Securitization costs and expenses to any or all of the Rating AgenciesSection 14.5), and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, but (i) updated opinions of counsel in complying with this Section 14.1, Borrower shall not be required to incur, suffer or accept (except to a de minimis extent) any lesser rights or greater obligations or potential liabilities than as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and currently set forth in the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments to the Loan Documents as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of except after an Event of Default, but not otherwise, subsequently cause any increase in the weighted average spread interest rate of such new notes the Notes that may result after certain prepayments of the Loan have been made and applied in accordance with the terms hereof, (ii) in complying with this Section 14.1, Borrower shall not have to provide Regulation S-X compliant financials or modified notes to change auditors consents, and (iii) nothing contained in this Section 14.1 shall result in any economic change or other adverse change in the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new transaction contemplated by the Security Instruments or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which Documents (unless Borrower is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereofmade whole by the holder of Notes), other than to a de minimis extent, or other disclosure document to be used by Lender or result in any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (operational changes that are unduly burdensome to the extent in Property or Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lender.:

Sale of Notes and Securitization. (a) Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or or securitizations, collectively, a “Securitization”). . (b) At the request of Lender, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall at no additional cost or expense to Borrower (other than de minimis costs and expenses and costs of Borrower’s counsel), use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Lender, in each case in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization, other than an amendment to the Loan Document that would (i) increase Borrower’s or Guarantor’s obligations, (ii) diminish their respective rights, or (iii) otherwise adversely affect Borrower, Guarantor or any Affiliate of Borrower, except (in each case) to a de minimis extent. Lender shall have the right to provide to prospective investors and the Rating Agencies any information in its possession, including financial statements relating to Borrower, Guarantor, any mezzanine borrower, the Property and any Tenant of the Improvements. Borrower acknowledges that certain information regarding the Loan and the parties thereto and the Property may be included in a private placement memorandum, prospectus or other disclosure documents. Borrower agrees that each of Borrower, Principal, Guarantor and their respective officers and representatives, shall, at Lender’s request, at Lender’s cost and expense (other than for fees and expenses incurred by Borrower’s, Principal’s or Guarantor’s outside counsel, which shall be borne by Borrower, Principal or Guarantor, respectively), cooperate with Lender’s efforts to arrange for a Securitization in accordance with the market standards to which Lender customarily adheres and/or which may be required by prospective investors and/or the Rating Agencies in connection with any such Securitization. Borrower, Principal and Guarantor agree to review, at Lender’s request in connection with the Securitization, the Disclosure Documents as such Disclosure Documents relate to Borrower, Principal, Guarantor, any mezzanine borrower, the Property and the Loan, including, the sections entitled “Risk Factors,” “Special Considerations,” “Description of the Security Instrument,” “Description of the Mortgage Loan and Mortgaged Property,” “The Manager,” “The Borrower,” and “Certain Legal Aspects of the Mortgage Loan,” and shall confirm that the factual statements and representations contained in such sections and such other information in the Disclosure Documents (to the extent such information relates to, or is based on, or includes any information regarding the Property, Borrower, Guarantor, any mezzanine borrower, Manager and/or the Loan) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. For sake of clarity, none of Borrower, Guarantor or any of their respective Affiliates, shall be required to review, confirm the accuracy of, comment and/or approve (a) any general risk factors or disclosures which are not specific to the Property, Borrower, Principal or Guarantor, (b) any summary of the economic Loan terms, (c) any matters pertaining to the securities issued in connection with the Securitization or other disposition of the Loan (or any part thereof) or (d) any third party materials such as environmental or engineering reports, or summaries thereof or (e) any lease, easement or contract or other due diligence summaries not prepared by Borrower, an Affiliate of Borrower or their respective counsel, which are applicable to tenants or occupants of the Property, or (f) any information which is publicly available. (c) Borrower agrees to make upon Lender’s reasonable written request, without limitation, to: (a) provide or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements structural or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments changes to the Loan Documents as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver (including delivery of one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan and such that new notes or modified note may have different interest rates and amortization schedules), modifications to any documents evidencing or securing the pricing and marketability Loan, creation of the Securities and the size one or more mezzanine loans (including amending Borrower’s organizational structure to provide for one or more mezzanine borrowers), delivery of each class opinions of Securities and the rating assigned counsel acceptable to each such class by the Rating Agencies shall provide or potential investors and addressing such matters as the most favorable rating levels and achieve the optimum rating levels for the LoanRating Agencies or potential investors may require; provided, provided thathowever, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that in creating such new notes or modified notes may, in connection with or mezzanine notes Borrower shall not be required to modify (i) the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the overall weighted average spread interest rate of the Note at the time of the creation of such new notes or modified notes to or mezzanine notes or at any time thereafter (i.e. the weighted average interest rate payable under such new notes or modified notes or mezzanine notes shall at all times equal the Applicable Interest Rate), provided, however, that such weighted average interest rate may change and as a result of the non-pro-rata application of casualty or condemnation proceeds or principal following an Event of Default, (ii) the stated maturity of the Note, (iii) the provisions aggregate amortization of Section 2.1.5 principal of the Note, (iv) any other material economic term of the Loan, or (v) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents or, (vi) any other term that would not (i) increase Borrower’s or Guarantor’s obligations, (ii) diminish their respective rights, or (iii) otherwise shall apply adversely affect Borrower, Guarantor or any Affiliate of Borrower, except (in each case) to any such amendments a de minimis extent. In connection with the foregoing, Borrower covenants and delivery of new or component notes (such provisions being incorporated herein by this reference);agrees to modify the Cash Management Agreement to reflect the newly created components and/or mezzanine loans. (fd) if If requested by Lender, review Borrower shall provide Lender, promptly upon request, with any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof)financial statements, or other disclosure document financial, statistical or operating information, as Lender shall determine to be used by Lender or any affiliate thereof; and (g) supply required pursuant to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S AB under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred , as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any amendment, modification or replacement thereto or other legal requirements in connection with any private placement memorandum, prospectus or other disclosure documents or any filing pursuant to the Exchange Act in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan Securitization or as shall otherwise be reasonably requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, . (e) Borrower hereby appoints Lender its attorney-in-fact with full power of substitution (which appointment shall be deemed to be coupled with an interest and to be irrevocable until the Loan is paid solely and the Security Instrument is discharged of record, with Borrower hereby ratifying all that its said attorney shall do by virtue thereof) to execute and deliver all documents and do all other acts and things necessary or desirable to effect any Securitization authorized hereunder; provided, however, that unless an Event of Default exists, Lender shall not execute or deliver any such documents or do any such acts or things under such power until five (5) days after written notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Borrower’s failure to deliver any document or to take any other action Borrower is obligated to take hereunder with respect to any Securitization for a period of ten (10) Business Days after such notice by Lender shall, at Lender’s option, constitute an Event of Default hereunder. (f) For sake of clarity, so long as Borrower is marketing or has marketed (or intends to market) the sale of beneficial interests in Borrower as eligible replacement property for a tax-deferred exchange of property under Section 1031 of the Code, in complying with its obligations under this Section 9.1.1, Borrower shall not be required to undertake (nor may Lender, on behalf of Borrower, undertake) any action that could, in the reasonable judgment of Borrower’s counsel, adversely affect the ability to characterize beneficial interests in Borrower as qualified replacement property for purposes of a tax deferred exchange.

Sale of Notes and Securitization. (a) Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or or securitizations, collectively, a “Securitization”). . (b) At the request of Lender, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall at no additional cost or expense to Borrower (other than deminimis costs and expenses and costs of Borrower’s counsel), use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Lender, in each case in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization, other than an amendment to the Loan Document that would (i) increase Borrower’s or Guarantor’s obligations, (ii) diminish their respective rights, or (iii) otherwise adversely affect Borrower, Guarantor or any Affiliate of Borrower, except (in each case) to a deminimis extent. Lender shall have the right to provide to prospective investors and the Rating Agencies any information in its possession, including financial statements relating to Borrower, Guarantor, any mezzanine borrower, the Property and any Tenant of the Improvements. Borrower acknowledges that certain information regarding the Loan and the parties thereto and the Property may be included in a private placement memorandum, prospectus or other disclosure documents. Borrower agrees that each of Borrower, Principal, Guarantor and their respective officers and representatives, shall, at Lender’s request, at Lender’s cost and expense (other than for fees and expenses incurred by Borrower’s, Principal’s or Guarantor’s outside counsel, which shall be borne by Borrower, Principal or Guarantor, respectively), cooperate with Lender’s efforts to arrange for a Securitization in accordance with the market standards to which Lender customarily adheres and/or which may be required by prospective investors and/or the Rating Agencies in connection with any such Securitization. Borrower, Principal and Guarantor agree to review, at Lender’s request in connection with the Securitization, the Disclosure Documents as such Disclosure Documents relate to Borrower, Principal, Guarantor, any mezzanine borrower, the Property and the Loan, including, the sections entitled “Risk Factors,” “Special Considerations,” “Description of the Security Instrument,” “Description of the Mortgage Loan and Mortgaged Property,” “The Manager,” “The Borrower,” and “Certain Legal Aspects of the Mortgage Loan,” and shall confirm that the factual statements and representations contained in such sections and such other information in the Disclosure Documents (to the extent such information relates to, or is based on, or includes any information regarding the Property, Borrower, Guarantor, any mezzanine borrower, Manager and/or the Loan) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. For sake of clarity, none of Borrower, Guarantor or any of their respective Affiliates, shall be required to review, confirm the accuracy of, comment and/or approve (a) any general risk factors or disclosures which are not specific to the Property, Borrower, Principal or Guarantor, (b) any summary of the economic Loan terms, (c) any matters pertaining to the securities issued in connection with the Securitization or other disposition of the Loan (or any part thereof) or (d) any third party materials such as environmental or engineering reports, or summaries thereof or (e) any lease, easement or contract or other due diligence summaries not prepared by Borrower, an Affiliate of Borrower or their respective counsel, which are applicable to tenants or occupants of the Property, or (f) any information which is publicly available. (c) Borrower agrees to make upon Lender’s reasonable written request, without limitation, to: (a) provide or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements structural or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments changes to the Loan Documents as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver (including delivery of one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan and such that new notes or modified note may have different interest rates and amortization schedules), modifications to any documents evidencing or securing the pricing and marketability Loan, creation of the Securities and the size one or more mezzanine loans (including amending Borrower’s organizational structure to provide for one or more mezzanine borrowers), delivery of each class opinions of Securities and the rating assigned counsel acceptable to each such class by the Rating Agencies shall provide or potential investors and addressing such matters as the most favorable rating levels and achieve the optimum rating levels for the LoanRating Agencies or potential investors may require; provided, provided thathowever, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that in creating such new notes or modified notes may, in connection with or mezzanine notes Borrower shall not be required to modify (i) the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the overall weighted average spread interest rate of the Note at the time of the creation of such new notes or modified notes to or mezzanine notes or at any time thereafter (i.e. the weighted average interest rate payable under such new notes or modified notes or mezzanine notes shall at all times equal the Applicable Interest Rate), provided, however, that such weighted average interest rate may change and as a result of the non-pro-rata application of casualty or condemnation proceeds or principal following an Event of Default, (ii) the stated maturity of the Note, (iii) the provisions aggregate amortization of Section 2.1.5 principal of the Note, (iv) any other material economic term of the Loan, or (v) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents or, (vi) any other term that would not (i) increase Borrower’s or Guarantor’s obligations, (ii) diminish their respective rights, or (iii) otherwise shall apply adversely affect Borrower, Guarantor or any Affiliate of Borrower, except (in each case) to any such amendments a de minimis extent. In connection with the foregoing, Borrower covenants and delivery of new or component notes (such provisions being incorporated herein by this reference);agrees to modify the Cash Management Agreement to reflect the newly created components and/or mezzanine loans. (fd) if If requested by Lender, review Borrower shall provide Lender, promptly upon request, with any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof)financial statements, or other disclosure document financial, statistical or operating information, as Lender shall determine to be used by Lender or any affiliate thereof; and (g) supply required pursuant to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S AB under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred , as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any amendment, modification or replacement thereto or other legal requirements in connection with any private placement memorandum, prospectus or other disclosure documents or any filing pursuant to the Exchange Act in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan Securitization or as shall otherwise be reasonably requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, . (e) Borrower hereby appoints Lender its attorney-in-fact with full power of substitution (which appointment shall be deemed to be coupled with an interest and to be irrevocable until the Loan is paid solely and the Security Instrument is discharged of record, with Borrower hereby ratifying all that its said attorney shall do by virtue thereof) to execute and deliver all documents and do all other acts and things necessary or desirable to effect any Securitization authorized hereunder; provided, however, that unless an Event of Default exists, Lender shall not execute or deliver any such documents or do any such acts or things under such power until five (5) days after written notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Borrower’s failure to deliver any document or to take any other action Borrower is obligated to take hereunder with respect to any Securitization for a period of ten (10) Business Days after such notice by Lender shall, at Lender’s option, constitute an Event of Default hereunder. (f) For sake of clarity, so long as Borrower is marketing or has marketed (or intends to market) the sale of beneficial interests in Borrower as eligible replacement property for a tax-deferred exchange of property under Section 1031 of the Code, in complying with its obligations under this Section 9.1.1, Borrower shall not be required to undertake (nor may Lender, on behalf of Borrower, undertake) any action that could, in the reasonable judgment of Borrower’s counsel, adversely affect the ability to characterize beneficial interests in Borrower as qualified replacement property for purposes of a tax deferred exchange.

Sale of Notes and Securitization. Borrower acknowledges and agrees that Lender may, at any time, sell, transfer, pledge or assign the Lender may sell all or any portion of Note, this Agreement, the Loan Pledge Agreement and the other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue one mortgage pass-through certificates or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class other securities (the “Securities”) secured by evidencing a beneficial interest in a rated or evidencing ownership interests in all unrated public offering or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents private placement (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lenderthe holder of the Note and, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of cooperate with Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by prospective investors and/or the Rating Agencies in connection with any such a Securitization or the sale of the Note or the participations or Securities, including, without limitation, to: (a) (i) provide such financial and other information with respect to the Collateral, the Properties, Borrower, Mortgage Borrower, Guarantor, the REIT, Operating Tenant, and the Manager, (ii) provide budgets relating to the Properties and (iii) to perform or permit or cause Mortgage Borrower to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and Senior Mezzanine Borrower to provide additional and/or updated reports (Phase I’s and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the Properties, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization (the “Provided Information”), together together, if customary, with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of if required by the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated a revised Insolvency Opinion, (ii) revised opinions of counsel as to non-consolidation, due execution and enforceability with respect to the PropertiesCollateral, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine CollateralGuarantor, Principal, Holdings and their respective Affiliates Operating Tenant and the Loan Documents, and (iiiii) revised organizational documents for Borrower, Guarantor, and Principal, and Operating Tenant (including, without limitation, such revisions as are necessary to comply with the provisions of Section 4.1.36 hereof), which counsel counsel, opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (ec) execute such amendments to the Loan Documents and organizational documents as may be requested by Lender the holder of the Note or the Rating Agencies or otherwise to effect the Securitization and/or deliver one Securitization; provided, however, that Borrower shall not be required to modify or more new component notes amend any Loan Document if such modification or amendment would (except for modifications and amendments required to replace the original note or modify the original note be made pursuant to reflect multiple components of the Loan such that the pricing Section (e) and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that(f) below), (i) change the aggregate interest rate, the stated maturity or the amortization of principal amount of set forth in the notesNote, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) modify or amend any other material term of the Loan; (d) if Lender elects, in its sole discretion, prior to or upon a Securitization, to split the Loan into two or more parts, or the Note into multiple component notes or tranches which may have different interest rates, amortization payments, principal amounts, payment priorities, and maturities, Borrower agrees to cooperate with Lender in connection with the foregoing and to execute the required modifications and amendments to the Note, this Agreement and the Loan Documents and to provide opinions necessary to effectuate the same. Such Notes or components may be assigned different interest rates, so long as the initial weighted average of such interest rates does not exceed the Applicable Interest Rate and the scheduled amortization payments do not exceed the Scheduled Amortization Payment; (e) execute modifications to the Loan Documents changing the interest rate and/or the amortization payments for the Loan and the Mezzanine Loan, provided that the initial weighted average of the interest rate spreads for the Loan and the Mezzanine Loan after such modification shall not exceed the weighted average spread of the interest rate spreads for the Loan on and the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Mezzanine Loan immediately prior to such adjustment (Borrower acknowledging that modification and the scheduled amortization payments after such new notes or modified notes maymodification will not exceed the Scheduled Amortization Payments, in connection with if any, due under the application of principal Loan Agreement and the Mezzanine Loan Agreement immediately prior to such new notes or modified note following modification and the occurrence of an Event of Default, but scheduled amortization payments after such modification will not otherwise, subsequently cause exceed the weighted average spread of Scheduled Amortization Payments due under the Loan Agreement and Mezzanine Loan Agreement immediately prior to such new notes or modified notes modification. The Borrower shall also provide opinions and title insurance reasonably necessary to change and (iii) effectuate the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference);same; and (f) if requested by Lendermake such representations and warranties as of the closing date of the Securitization with respect to the Collateral, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the CollateralOperating Tenant, the Senior Mezzanine CollateralGuarantor, Holdings, the Operating Company and the Loan which is contained Documents as are customarily provided in a preliminary securitization transactions and as may be reasonably requested by the holder of the Note or final private placement memorandumthe Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, prospectusincluding the representations and warranties made in the Loan Documents. All third party costs and expenses and out-of-pocket expenses incurred by Lender in connection with this Section 9.1 and the Securitization shall be paid by Lender (except as otherwise expressly set forth herein). These shall include, prospectus supplement but not be limited to, fees and disbursements of legal counsel, accountants, and other professionals retained by Lender and fees and expenses incurred for producing any offering documents or any other materials (including any amendment or supplement travel by Lender and its agents, design, printing, photograph and documents production costs). Solely for the purposes of this Section 9.1, Lender shall reimburse Borrower for all of its reasonable out-of-pocket costs and expenses, including the reasonable out-of-pocket fees and expenses of Borrower’s counsel in excess of $25,000 (it being understood that Borrower shall be responsible for paying up to either thereof$25,000 of such costs, fees and expenses), or other disclosure document to be used that Borrower incurs in connection with complying with a request made by Lender or any affiliate thereof; and (g) supply under this Section 9.1 in connection with a Securitization. Upon Lender’s request, Borrower shall deliver to Lender such documentationevidence required by Lender demonstrating that Borrower has incurred such out-of-pocket costs, financial statements fees and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees)expenses, including, without limitationdelivery of bills and invoices reflecting such fees, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with expenses. Notwithstanding the foregoing, including, without limitation, legal fees the provisions of this paragraph shall in connection with no way limit or affect any of the foregoing matters; except that all Borrower obligation to pay any costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall expressly required to be paid solely by LenderBorrower pursuant to any other Sections of this Agreement.

Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lenderthe holder of the Note and, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by prospective investors and/or the Rating Agencies in connection with any the sale of the Note or participations therein or the first successful securitization (such Securitization sale and/or securitization, the "Securitization") of rated single or multi-class securities (the "Securities") secured by or evidencing ownership interests in the Note and the Mortgage, including, without limitation, to: (a) (i) provide such financial and other information with respect to the Property, Borrower and the Manager, (ii) provide budgets relating to the Property and (iii) to perform or permit or cause Mortgage Borrower to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and Senior Mezzanine Borrower to provide additional and/or updated reports (Phase I's and, if appropriate, Phase II's), engineering reports and other due diligence investigations of the Property, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization (the "Provided Information"), together together, if customary, with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in at Borrower's expense, cause counsel to render opinions, which may be relied upon by the preparation of descriptive materials for presentations to any or all holder of the Note, the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings Agencies and their respective affiliates counsel, agents and representatives, as to obtainnon-consolidation, collectfraudulent conveyance, and deliver information requested true sale and/or lease or required by Lender or any other opinion customary in securitization transactions, with respect to the Property and Borrower and its affiliates which counsel and opinions shall be reasonably satisfactory to the holder of the Note and the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions make such representations and warranties as of counsel as to non-consolidation, due execution and enforceability the closing date of the Securitization with respect to the PropertiesProperty, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, Documents as are customarily provided in securitization transactions and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall as may be reasonably satisfactory to Lender and requested by the holder of the Note or the Rating Agencies;Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; and (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments to the Loan Documents (including, without limitation, designating a new Determination Date) and organizational documents, enter into a lockbox or similar arrangement with respect to the Rents and establish and fund such reserve funds (including, without limitation, reserve funds for deferred maintenance and capital improvements) as may be requested by Lender the holder of the Note or the Rating Agencies or otherwise to effect the Securitization and/or deliver one Securitization; provided, however, that Borrower shall not be required to modify or more new component notes to replace the original note amend any Loan Document if such modification or modify the original note to reflect multiple components of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, amendment would (i) change the aggregate interest rate, the stated maturity or the amortization of principal amount of set forth in the notesNote, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread modify or amend any other material economic term of the Loan on Loan. Without limiting the date generality of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any of the Propertiesforegoing, BorrowerLender may in Lender's sole discretion, at any time following the date hereof, elect to (i) bifurcate the Note into two (2) or more notes and/or split the Mortgage Borrowerinto two (2) or more mortgages of the same or different priorities or otherwise as determined by and acceptable to Lender and/or (ii) divide the Note into multiple components corresponding to tranches of certificates to be issued in a Securitization each having a notional balance and an interest rate determined by Lender; provided, Senior Mezzanine Borrowerhowever, Principalthat Borrower shall not be required to modify or amend any Loan Document if the overall effect of such modification or amendment would (y) change the initial weighted average interest rate, the Collateral, maturity or amortization or principal set forth in the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof)Note, or (z) modify or amend any other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any material economic term of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of Note or the other Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by LenderDocuments.

Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, assignments, pledges, participations and/or securitizations, collectively, a “Securitization”). At the request of Lender, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts to provide information in the possession or control of Borrower or its Affiliates and not in the possession of Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors investors, financing sources and/or the Rating Agencies in connection with any such Securitization including, without limitation, to: (a) provide or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate and customary verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate assist in good faith in the preparation of preparing descriptive materials for presentations to any or all of the Rating Agencies, and prospective investors and/or financing sources, and, at no material cost to Borrower, work with, and if requested, supervise, in good faith with third-party service providers engaged by Borrower, Holdings and their respective affiliates Lender to obtain, collect, and deliver information requested or required by Lender or the Rating Agenciesinformation; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments to the Loan Documents as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lender.

Sale of Notes and Securitization. Borrower acknowledges and agrees that At the Lender may sell all or any portion request of the Loan and holder of the Loan DocumentsNote and, to the extent not already required to be provided by Borrower under this Agreement, Borrower shall cooperate with Lender to allow Lender to satisfy the market standards to which the holder of the Note customarily adheres or issue one which may be reasonably required in the marketplace or more by the Rating Agencies in connection with the sale of the Note or participations thereintherein or the first successful securitization (such sale and/or securitization, or consummate one or more private or public securitizations the “Securitization”) of rated single- single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all the Note and the Mortgage. In this regard Borrower shall; (i) provide such financial and other information with respect to the Property, Borrower and the Manager, (ii) provide budgets relating to the Property and (iii) to perform or any portion permit or cause to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and reports (Phase I’s and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such salesProperty, participations and/or securitizations, collectively, a “Securitization”). At the request of Lender, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which as may be reasonably required requested by Lender in order to satisfy the market standards to which Lender customarily adheres holder of the Note or which may be reasonably required by prospective investors and/or the Rating Agencies or as may be necessary or appropriate in connection with any such the Securitization including, without limitation, to: (a) provide or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated the “Provided Information”) together, together if customary, with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in cause counsel to render opinions, which may be relied upon by the preparation of descriptive materials for presentations to any or all holder of the Note, the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings Agencies and their respective affiliates counsel, agents and representatives, as to obtainnon-consolidation, collectfraudulent conveyance, and deliver information requested true sale and/or lease or required by Lender or any other opinion customary in securitization transactions, which counsel and opinions shall be reasonably satisfactory to the holder of the Note and the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions make such representations and warranties as of counsel as to non-consolidation, due execution and enforceability the closing date of the Securitization with respect to the PropertiesProperty, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents as are consistent with the representations and warranties made in the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies;; and (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments to the Loan Documents and organizational documents as may be reasonably requested by Lender the holder of the Note or the Rating Agencies or otherwise to effect the Securitization and/or deliver one Securitization; provided, however, that Borrower shall not be required to modify or more new component notes to replace the original note amend any Loan Document if such modification or modify the original note to reflect multiple components of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, amendment would (i) change the aggregate interest rate, the stated maturity or the amortization of principal amount of set forth in the notesNote, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread modify or amend any other material economic term of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933Loan. Lender and Borrower each shall pay their respective All material out-of-pocket third party costs and expenses incurred by Borrower in connection with the foregoing, including, without limitation, legal fees in connection complying with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including requests made under Sections 2.1.5, 2.1.6 and 2.1.7, this Section 9.1 shall be paid solely by Lender.

Sale of Notes and Securitization. (a) Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). . (b) At the request of Lender, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Lender, in each case in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization. Lender shall have the right to provide to prospective investors and the Rating Agencies any information in its possession, including financial statements relating to Borrower, Guarantors, if any, the Property and any Tenant of the Improvements. Borrower acknowledges that certain information regarding the Loan and the parties thereto and the Property may be included in a private placement memorandum, prospectus or other disclosure documents. Borrower agrees that each of Borrower, Guarantor and their respective officers and representatives, shall, at Lender’s request, at Lender’s sole cost and expense, cooperate with Lender’s efforts to arrange for a Securitization in accordance with the market standards to which Lender customarily adheres and/or which may be required by prospective investors and/or the Rating Agencies in connection with any such Securitization. Borrower and Guarantor agree to review, at Lender’s request in connection with the Securitization, the Disclosure Documents as such Disclosure Documents relate to Borrower, Guarantor, the Property and the Loan, including, the sections entitled “Risk Factors,” “Special Considerations,” “Description of the Security Instrument,” “Description of the Mortgage Loan and Mortgaged Property,” “The Manager,” “The Borrower,” and “Certain Legal Aspects of the Mortgage Loan,” and shall confirm that the factual statements and representations contained in such sections and such other information in the Disclosure Documents (to the extent such information relates to, or is based on, or includes any information regarding the Property, Borrower, Guarantor, Manager and/or the Loan) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. (c) Borrower agrees to make upon Lender’s written request, without limitation, to: (a) provide or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements structural or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments changes to the Loan Documents as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver (including delivery of one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan and such that new notes or modified note may have different interest rates and amortization schedules), modifications to any documents evidencing or securing the pricing and marketability Loan, creation of the Securities and the size one or more mezzanine loans (including amending Borrower’s organizational structure to provide for one or more mezzanine borrowers), delivery of each class opinions of Securities and the rating assigned counsel acceptable to each such class by the Rating Agencies shall provide or potential investors and addressing such matters as the most favorable rating levels and achieve the optimum rating levels for the LoanRating Agencies or potential investors may require; provided, provided thathowever, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that in creating such new notes or modified notes mayor mezzanine notes Borrower shall not be required to modify (i) the Interest Rate, in connection with (ii) the application stated maturity of principal to such new notes or modified note following the occurrence of an Event of DefaultNote, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions aggregate amortization of Section 2.1.5 otherwise shall apply to any such amendments and delivery principal of the Note (i.e., the scheduled debt service payments on all new or component modified notes shall in the aggregate equal the same debt service amount previously set forth in the Note), (such provisions being incorporated herein by this reference);iv) the economic term of the Loan, (v) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents, or (vi) the Loan Documents in any manner that would adversely affect the rights or obligations of Borrower or Guarantor under the Loan Documents. In connection with the foregoing, Borrower covenants and agrees to modify the Cash Management Agreement to reflect the newly created components and/or mezzanine loans. (fd) if If requested by Lender, review Borrower shall provide Lender, promptly upon request, with any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof)financial statements, or other disclosure document financial, statistical or operating information, as Lender shall reasonably determine to be used by Lender or any affiliate thereof; and (g) supply required pursuant to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S AB under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred , as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any amendment, modification or replacement thereto or other legal requirements in connection with any private placement memorandum, prospectus or other disclosure documents or any filing pursuant to the Exchange Act in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan Securitization or as shall otherwise be reasonably requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, . (e) Borrower hereby appoints Lender its attorney-in-fact with full power of substitution (which appointment shall be deemed to be coupled with an interest and to be irrevocable until the Loan is paid solely and the Security Instrument is discharged of record, with Borrower hereby ratifying all that its said attorney shall do by virtue thereof) to execute and deliver all documents and do all other acts and things necessary or desirable to effect any Securitization authorized hereunder; provided, however, that unless an Event of Default exists, Lender shall not execute or deliver any such documents or do any such acts or things under such power until five (5) days after written notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Borrower’s failure to deliver any document or to take any other action Borrower is obligated to take hereunder with respect to any Securitization for a period of ten (10) Business Days after such notice by Lender shall, at Lender’s option, constitute an Event of Default hereunder.

Sale of Notes and Securitization. (a) Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). . (b) At the request of Lender, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Lender, in each case in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization Securitization. Lender shall have the right to provide to prospective investors and the Rating Agencies any information in its possession, including, without limitation, to: (a) provide or cause Mortgage financial statements relating to Borrower, Guarantors, if any, the Property and any Tenant of the Improvements. Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to acknowledges that certain information regarding the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender Loan and the Rating Agencies; parties thereto and the Property may be included in a private placement memorandum, prospectus or other disclosure documents (b) cooperate in good faith in the preparation “Disclosure Documents”). Borrower agrees that each of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings Principal, Guarantor and their respective affiliates officers and representatives, shall, at Lender’s request, at its sole cost and expense, cooperate with Lender’s efforts to obtain, collect, and deliver information requested or arrange for a Securitization in accordance with the market standards to which Lender customarily adheres and/or which may be required by Lender or prospective investors and/or the Rating Agencies;Agencies in connection with any such Securitization. Borrower, Principal and Guarantor agree to review, at Lender’s request in connection with the Securitization, the Disclosure Documents as such Disclosure Documents relate to Borrower, Principal, Guarantor, the Property and the Loan, including without limitation, the sections entitled “Risk Factors,” “Special Considerations,” “Description of the Mortgage,” “Description of the Mortgage Loan and Mortgaged Property,” “The Manager,” “The Borrower,” and “Certain Legal Aspects of the Mortgage Loan,” and shall confirm that the factual statements and representations contained in such sections and such other information in the Disclosure Documents (to the extent such information relates to, or is based on, or includes any information regarding the Property, Borrower, Guarantor, Manager and/or the Loan) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Borrower's obligation to comply with the requirements of this Section 9.1.1(b) shall be at no out-of-pocket cost to Borrower. (c) deliverBorrower agrees to make upon Lender’s written request, if required or requested by any Rating Agencywithout limitation, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements all structural or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments changes to the Loan Documents as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver (including delivery of one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan and such new notes or modified note may have different interest rates and amortization schedules), modifications to any documents evidencing or securing the Loan, creation of one or more mezzanine loans (including amending Borrower’s organizational structure to provide for one or more mezzanine borrowers), delivery of opinions of counsel acceptable to the Rating Agencies or potential investors and addressing such matters as the Rating Agencies or potential investors may require; provided, however, that in creating such new notes or modified notes or mezzanine notes Borrower shall not be required to modify (i) the overall interest rate of the Note at the time of the creation of such new notes or modified notes or mezzanine notes (i.e., the initial weighted average interest rate payable under such new notes or modified notes or mezzanine notes shall equal the Interest Rate), (ii) the stated maturity of the Note, (iii) the aggregate amortization of principal of the Note, (iv) any other material economic term of the Loan, or (v) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents. Notwithstanding Lender’s agreement that the initial weighted average interest rate payable under the Note shall not change, Borrower acknowledges (1) that such new notes or modified notes or mezzanine notes may, in connection with the application of principal to such new notes or modified note, subsequently cause the weighted average coupon of such new notes or modified notes or mezzanine notes to change, and (2) that Lender may apply principal, interest rates and amortization of the Loan between such new components in a manner specified by Lender in its sole discretion such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels bond execution for the Loan, provided that, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in In connection with the foregoing, including, without limitation, legal fees in connection with any of Borrower covenants and agrees to modify the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of Cash Management Agreement to reflect the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lendernewly created components and/or mezzanine loans.

Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”"SECURITIES") secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”"SECURITIZATION"). At the request of Lender, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization including, without limitation, to: (a) provide or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate assist in good faith in the preparation of preparing descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings the Principal and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, deliver (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the PropertiesProperty, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings Principal and their respective Affiliates and the Loan Documents, including, without limitation, a so-called "10b-5" opinion and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements from commercial occupants of the Properties or other agreements from parties to agreements that affect any of the PropertiesProperty, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) make such representations and warranties as of the closing date of the Securitization with respect to the Property, Borrower, the Principal and the Loan Documents as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (f) execute such amendments to the Loan Documents as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan (and such new notes or modified note shall have the same initial weighted average coupon of the original note, but such new notes or modified note may change the interest rate and amortization of the Loan provided that the aggregate Debt Service payable each month under the new or modified notes shall not exceed the monthly Debt Service under the original note, absent an Event of Default), and modify the Cash Management Agreement with respect to the newly created components such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (fg) if requested by Lender, review any information regarding any of the PropertiesProperty, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company Principal and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (gh) supply to Lender such documentation, financial statements and reports in form and substance reasonably required in order to comply with any applicable securities laws laws. All reasonable third party costs and expenses incurred by Borrower or Lender in connection with Borrower's complying with requests made under this Section 9.1 (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, Rating Agencies) shall be paid solely by Lender.

Sale of Notes and Securitization. Borrower acknowledges and agrees that Lender may, at any time, sell, transfer or assign the Lender may sell all or any portion of Note, this Agreement, the Loan Security Instruments and the other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue one mortgage pass-through certificates or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class other securities (the “"Securities”") secured by evidencing a beneficial interest in a rated or evidencing ownership interests in all unrated public offering or any portion of the Loan and the Loan Documents or private placement (a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “"Securitization”"). At the request of Lenderthe holder of the Note and, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall shall, at Borrower's expense (subject to the limitations set forth below), use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by prospective investors and/or the Rating Agencies in connection with any such a Securitization or the sale of the Note or the participations or Securities, including, without limitation, to: (a) (i) provide such financial and other information with respect to the Properties, Borrower and the Manager, (ii) provide budgets relating to the Properties and (iii) to perform or permit or cause Mortgage Borrower to be performed or permitted, at Lender's expense, such site inspection, appraisals, market studies, environmental reviews and Senior Mezzanine Borrower to provide additional and/or updated reports (Phase I's and, if appropriate, Phase II's), engineering reports and other due diligence investigations of the Properties, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization (the "Provided Information"), together provided, however Phase II reports and other invasive testing may not be performed at any Individual Property unless Borrower has received evidence of insurance for any Person performing such testing, together, if customary, with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of if required by the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated revised opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage BorrowerGuarantor, Senior Mezzanine BorrowerIndemnitor, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings Principal and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for as they relate to the single purpose bankruptcy remoteness of Borrower and/or Principal, (provided, however, no such revisions to Borrower's or Principal's organizational documents shall have a material adverse effect on Borrower and/or Principal, as applicable) which counsel counsel, opinions and organizational documents shall be reasonably shall be satisfactory to Lender and the Rating Agencies; (dc) if required by any the Rating AgencyAgencies, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies;. (ed) execute such amendments to the Loan Documents and organizational documents, as may be requested by Lender the holder of the Note or the Rating Agencies or otherwise to effect the Securitization and/or deliver one Securitization; provided, however, that Borrower shall not be required to modify or amend any organizational document or Loan Document if such modification or amendment would (except for modifications and amendments required to be made pursuant to Section (e) below,) (i) change the interest rate, the stated maturity or the amortization of principal set forth in the Note, or (ii) modify or amend any other material economic or material non-economic term of the organizational documents or Loan Documents. (e) if Lender elects, in its sole discretion, prior to or upon a Securitization, to split the Loan into two or more new parts, or the Note into multiple component notes or tranches which may have different interest rates, amortization payments, principal amounts and maturities, Borrower agrees to replace cooperate with Lender in connection with the original note or modify foregoing and to execute the original note required modifications and amendments to reflect multiple components of the Note, this Agreement and the Loan such that Documents and to provide opinions necessary to effectuate the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned same; provided, however Borrower shall not be required to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, modify or amend any Loan Documents if (i) the aggregate stated principal amount initial weighted average interest rate of such split notes would be greater than the notes, following Applicable Interest Rate immediately preceding such amendments loan split or deliver of new (ii) such modification or component notes, shall equal amendment would (a) change the aggregate stated principal amount Maturity Date or Monthly Scheduled Amortization Payment or (b) modify or amend any other material economic or material non-economic term of the Loan immediately prior theretoDocuments, (ii) provided, that, notwithstanding the weighted average spread provisions below, Borrower shall not be responsible for the payment of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, any title insurance premiums required by Lender in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Defaultforegoing, but not otherwise, subsequently cause Borrower shall be responsible for all other cost and expenses (subject to the weighted average spread of such new notes or modified notes to change and (iiilimitations set forth below) the provisions of in complying with this Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference9.1(e);. (f) if requested by Lender, review any information regarding any make such representations and warranties as of the closing date of the Securitization with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained Documents as are customarily provided in a preliminary securitization transactions and as may be reasonably requested by the holder of the Note or final private placement memorandumthe Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereofthe representations and warranties made in the Loan Documents; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order for Lender to comply with any applicable Regulation S-X of the federal securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933law. Lender and Borrower each shall pay their respective All reasonable third party costs and expenses incurred by Lender in connection with the foregoingBorrower's complying with requests made under this Section 9.1 shall be paid by Borrower; provided, includinghowever, without limitationother than with respect to (i) items which Borrower, legal fees in connection with Principal, Wyndham and/or any Affiliate of any of the foregoing matters; except that all are otherwise required to deliver pursuant to the terms of the Loan Documents, (ii) the cost of agreed upon procedures and the cost of a wind storm analysis, if required by Lender and (iii) legal counsel employed by Borrower, Principal, Wyndham and/or any Affiliate of any of the foregoing, such costs and expenses of Lender and Borrower associated with any restructuring of shall not exceed $20,000.00 in the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lenderaggregate.

Sale of Notes and Securitization. (a) Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). . (b) At the request of Lender, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Lender, in each case in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization Securitization. Lender shall have the right to provide to prospective investors and the Rating Agencies any information in its possession, including, without limitation, to: (a) provide or cause Mortgage financial statements relating to Borrower, Mezzanine Borrower, Guarantors, if any, the Property and any Tenant of the Improvements. Borrower and Senior acknowledges that certain information regarding the Loan, the Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender Loan and the Rating Agencies; (b) cooperate parties thereto and the Property may be included in good faith in the preparation a private placement memorandum, prospectus or other disclosure documents. Borrower agrees that each of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings Mezzanine Borrower, Principal, Guarantor and their respective affiliates officers and representatives, shall, at Lender’s request, at its sole cost and expense, cooperate with Lender’s efforts to obtain, collect, and deliver information requested or arrange for a Securitization in accordance with the market standards to which Lender customarily adheres and/or which may be required by Lender or prospective investors and/or the Rating Agencies;Agencies in connection with any such Securitization. Borrower, Mezzanine Borrower, Principal and Guarantor agree to review, at Lender’s request in connection with the Securitization, the Disclosure Documents in connection with a Securitization as such Disclosure Documents relate to Borrower, Mezzanine Borrower, Principal, Guarantor, the Property, the Loan and the Mezzanine Loan, including without limitation, the sections entitled “Risk Factors,” “Special Considerations,” “Description of the Mortgage,” “Description of the Mortgage Loan and Mortgaged Property,” “The Manager,” “The Borrower,” and “Certain Legal Aspects of the Mortgage Loan,” and shall confirm that the factual statements and representations contained in such sections and such other information in the Disclosure Documents (to the extent such information relates to, or is based on, or includes any information regarding the Property, Borrower, Mezzanine Borrower, Guarantor, Manager, the Loan and/or the Mezzanine Loan) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. (c) deliverBorrower agrees to make upon Lender’s written request, if required or requested by any Rating Agencywithout limitation, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements all structural or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments changes to the Loan Documents as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver (including delivery of one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan and such that new notes or modified note may have different interest rates and amortization schedules), modifications to any documents evidencing or securing the pricing and marketability Loan, creation of additional mezzanine loans (including amending Borrower’s organizational structure to provide for one or more mezzanine borrowers), or reallocation of principal amounts or interest rates between the Securities Loan and the size Mezzanine Loan, delivery of each class opinions of Securities and the rating assigned counsel acceptable to each such class by the Rating Agencies shall provide or potential investors and addressing such matters as the most favorable rating levels and achieve the optimum rating levels for the LoanRating Agencies or potential investors may require; provided, provided thathowever, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that in creating such new notes or modified notes may, in connection with or mezzanine notes Borrower shall not be required to modify (i) the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the initial weighted average spread interest rate payable under the Note and/or the Mezzanine Note, (ii) the stated maturity of such new notes or modified notes to change and the Note, (iii) the provisions aggregate amortization of Section 2.1.5 otherwise shall apply principal of the Note, (iv) any other material economic term of the Loan, or (v) decrease the time periods during which Borrower is permitted to any such amendments perform its obligations under the Loan Documents. In connection with the foregoing, Borrower covenants and delivery of new or component notes (such provisions being incorporated herein by this reference);agrees to modify the Cash Management Agreement to reflect the newly created components and/or mezzanine loans. (fd) if [Intentionally Omitted]. (e) If requested by Lender, review Borrower shall provide Lender, promptly upon request, with any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof)financial statements, or other disclosure document financial, statistical or operating information, as Lender shall determine to be used by Lender or any affiliate thereof; and (g) supply required pursuant to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S AB under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred , as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any amendment, modification or replacement thereto or other legal requirements in connection with any private placement memorandum, prospectus or other disclosure documents or any filing pursuant to the Exchange Act in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan Securitization or as shall otherwise be reasonably requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lender.

Sale of Notes and Securitization. (a) Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, the cooperation covenants set forth in this Section 9.1 shall, in no event, result or require the Borrower to take any action which would result in any Borrower Adverse Change. (b) At the request of Lender, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall use reasonable efforts to provide any non-proprietary, non-confidential information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Lender, in each case in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization Securitization. Lender shall have the right to provide to prospective investors and the Rating Agencies any information in its possession, including, without limitation, to: (a) provide or cause Mortgage financial statements relating to Borrower, Guarantors, if any, the Property and any Tenant of the Improvements. Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to acknowledges that certain information regarding the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender Loan and the Rating Agencies; (b) cooperate parties thereto and the Property may be included in good faith in the preparation a private placement memorandum, prospectus or other disclosure documents. Borrower agrees that each of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings Principal, Guarantor and their respective affiliates to obtainofficers and representatives, collectshall, at Lender’s request, at Lender’s sole cost and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agencyexpense, use commercially reasonable efforts to deliver cooperate with Lender’s efforts to arrange for a Securitization in accordance with the market standards to which Lender customarily adheres and/or which may be required by prospective investors and/or the Rating Agencies in connection with any such additional tenant estoppel lettersSecuritization. Borrower, subordination agreements Principal and Guarantor agree to review, but without the making of any representation or warranty as to accuracy or completeness, at Lender’s request in connection with the Securitization, the Disclosure Documents as such Disclosure Documents relate to Borrower, Principal, Guarantor, the Property and the Loan, including without limitation, the sections entitled “Risk Factors,” “Special Considerations,” “Description of the Mortgage,” “Description of the Mortgage Loan and Mortgaged Property,” “The Manager,” “The Borrower,” and “Certain Legal Aspects of the Mortgage Loan,”. (c) Borrower agrees to make upon Lender’s written request, without limitation, all structural or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments changes to the Loan Documents as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver (including delivery of one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan and such that new notes or modified note may have different interest rates and amortization schedules), modifications to any documents evidencing or securing the pricing and marketability Loan, creation of the Securities and the size one or more mezzanine loans to newly formed mezzanine borrower(s) (including amending Borrower’s organizational structure to provide for one or more mezzanine borrowers), delivery of each class opinions of Securities and the rating assigned counsel acceptable to each such class by the Rating Agencies shall provide or potential investors and addressing such matters as the most favorable rating levels and achieve the optimum rating levels for the LoanRating Agencies or potential investors may require; provided, provided thathowever, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that in creating such new notes or modified notes may, in connection with or mezzanine notes Borrower shall not be required to modify (i) the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the initial weighted average spread interest rate payable under the Note, (ii) the stated maturity of such new notes or modified notes to change and the Note, (iii) the provisions aggregate amortization of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any principal of the PropertiesNote, Borrower(iv) any other material economic term of the Loan, Mortgage Borrower, Senior Mezzanine Borrower, Principal, (v) decrease the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and time periods during which Borrower is permitted to perform its obligations under the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof)Documents, or other disclosure document to be used by Lender or any affiliate thereof; and (gvi) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent not covered in clauses (i) through (v), inclusive, any other term, or to take any other action, which would result in a Borrower Adverse Change. In connection with the foregoing, Borrower covenants and agrees to modify the Cash Management Agreement to reflect the newly created components and/or mezzanine loans. Lender shall pay Borrower’s possession, or reasonable out-of-pocket costs for third parties that are not Affiliates of Borrower in connection with any structural changes to the possession of Borrower’s advisors, agents or employees), Loan pursuant to this Section 9.1.1(c) including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs mortgage recording taxes and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lendertitle insurance premiums.

Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lenderthe Lender and, and to the extent not already required to be provided by Borrower under this AgreementSecurity Deed, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender in order to satisfy the market standards to which the Lender customarily adheres or which may be reasonably required in the marketplace or by prospective investors and/or the Rating Agencies in connection with any such Securitization Secondary Market Transaction of rated single or multi-class securities (the "Securities") secured by or evidencing ownership interests in the Countryside Lake Lanier Xxxx and this Security Deed, including, without limitation, to: (a) i) provide such financial and other information with respect to the Property, the Borrower, its partners, shareholders or members and the Manager; (ii) provide budgets relating to the Property; (iii) perform or permit or cause Mortgage to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and reports (Phase I's and, if appropriate, Phase II's), engineering reports and other due diligence investigations of the Property, as may be reasonably requested by the Lender or the Rating Agencies or as may be necessary or appropriate in connection with the Secondary Market Transaction; and (iv) make such representations and warranties as of the closing date of the Secondary Market Transaction with respect to the Property, Borrower and Senior Mezzanine Borrower the Loan Documents as may be reasonably and specifically requested by the Lender or the Rating Agencies with respect to provide additional and/or updated matters specifically identified by Lender, and consistent with the facts covered by such representations and warranties as they exist on the date thereof (collectively, the "Provided Information"), together together, if customary, with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to the Lender and the Rating Agencies;; provided, however, such obligation does not create any obligation on the part of Borrower to update the effective date of any representations made by Borrower in connection with the origination of the Loan. (b) cooperate in good faith in cause its counsel to render opinions, which may be relied upon by the preparation of descriptive materials for presentations to any or all of Lender, the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings Agencies and their respective affiliates to obtaincounsel, collectagents and representatives, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution fraudulent conveyance, and enforceability true sale or any other opinion customary in securitization transactions with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings Property and their respective Affiliates Borrower and the Loan Documents, and (ii) revised organizational documents for Borrowerits affiliates, which counsel and opinions and organizational documents shall be reasonably satisfactory to the Lender and the Rating Agencies;; and (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (ec) execute such amendments to the Loan Documents as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan such and organizational documents; provided, however, that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned Borrower shall not be required to each modify or amend any Loan Document if such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, modification or amendment would (i) change the aggregate interest rate, the stated maturity, application of payments or the amortization of principal amount of set forth in the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, Countryside Lake Lanier Xxxx; (ii) the weighted average spread modify or amend any other term of the Loan on the date of such amendment Countryside Lake Lanier Xxxx in a manner adverse to Borrower; or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) modify the provisions manner in which Borrower and/or its affiliates operate the Property or conduct their business operations. Without limiting the foregoing, at Lender's request, Borrower shall cooperate in causing the Countryside Lake Lanier Xxxx and this Security Deed to be split into two or more notes, parts or interests, in whatever proportion Lender deems appropriate, which may be in the form of Section 2.1.5 otherwise shall apply to any such amendments pari passu interests, senior and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof)junior interests, or other disclosure document interests. Borrower agrees to be used by cooperate with Lender to facilitate any such action, the transfer or any affiliate thereof; and (g) supply to Lender such documentationdisposition of the Countryside Lake Lanier Xxxx, financial statements the rating of the Countryside Lake Lanier Xxxx or of a securitization in which the Countryside Lake Lanier Xxxx is included. Borrower's cooperation obligation shall continue until the Countryside Lake Lanier Xxxx has been repaid in full, and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), includingshall include, without limitation, if applicableall of the foregoing as each may be reasonably required from time to time by Lender, information necessary Servicer, or any Lender. For purposes hereof, a "Secondary Market Transaction" shall be (a) any sale or assignment of this Security Deed, the Notes and the other Loan Documents to comply one or more investors as a whole loan; (b) a participation of the Countryside Lake Lanier Xxxx to one or more investors; (c) any deposit of this Security Deed, the Notes and the other Loan Documents with a trust or other entity which may sell certificates or other instruments to investors evidencing an ownership interest in the assets of such trust or other entity or similar securitization; (d) any applicable reporting other sale, assignment or information requirements under Regulation D under transfer of the Securities Act Countryside Lake Lanier Xxxx or any interest therein to one or more investors; or (e) any securitization of 1933 all or Regulation S under any portion of Lender's interest in the Securities Act Countryside Lake Lanier Xxxx including a securitization where Lender causes the Countryside Lake Lanier Xxxx and this Security Deed to be split into two or more notes, parts or interests, in whatever proportion Lender deems appropriate, which may be in the form of 1933pari passu interests, senior and junior interests, or other interests, and thereafter sells, assigns, participates, syndicates or securitizes all or any part of either such severed or split note and deed of trust; provided, however, in the event any new promissory notes evidencing the Loan are prepared and executed in connection with such a splitting of the Countryside Lake Lanier Xxxx, Lender shall promptly return the original Countryside Lake Lanier Xxxx to Borrower. Lender and Borrower each At any time during which the Countryside Lake Lanier Xxxx is an asset of a securitization or is otherwise an asset of any rated transaction, "Rating Agency" shall pay their respective mean the rating agency or rating agencies that from time to time rate the Securities, certificates or other instruments issued in connection with such securitization or other transaction. All costs and expenses incurred by Lender and/or Borrower in connection with Borrower's complying with requests made under this Section shall be paid by Lender. In the foregoing, including, without limitation, legal fees in connection with event that the provisions of this Security Deed or any of the foregoing matters; except that other Loan Documents require the receipt of written confirmation from each Rating Agency with respect to the ratings on the Securities, or, in accordance with the terms of the transaction documents relating to a Secondary Market Transaction, such a rating confirmation is required in order for the consent of the Lender to be given, the Lender shall pay all of the costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Sections 2.1.5or its Servicer and each Rating Agency in connection therewith, 2.1.6 and 2.1.7and, if applicable, shall be paid solely pay any fees imposed by Lenderany Rating Agency as a condition to the delivery of such confirmation. Nothing in this Section 5.32 shall result in an economic change in the transaction, impose any legal obligations on Borrower or restrict Borrower in any material way.

Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lender, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization (provided, Lender shall not make requests under this Section 9.1 more than twice), including, without limitation, to: (a) provide or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate assist in good faith in the preparation of preparing descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings the Principal and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, deliver (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the PropertiesProperty, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings Principal and their respective Affiliates and the Loan Documents, including, without limitation, a so-called “10b-5” opinion and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the PropertiesProperty, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; provided, however, in connection with this Article IX, Borrower shall only be required to obtain such items once; (e) make such representations and warranties as of the closing date of the Securitization with respect to the Property, Borrower, the Principal and the Loan Documents as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (f) execute such amendments to the Loan Documents as may be reasonably requested by Lender or the Rating Agencies to effect the Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan (and such new notes or modified note shall have the same initial weighted average coupon of the original note, but such new notes or modified note may change the interest rate and amortization of the Loan), and modify the Cash Management Agreement with respect to the newly created components such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan. Notwithstanding the foregoing, provided that, Borrower shall not be required to modify any Loan Document which has the effect of (i) increasing the aggregate stated principal amount interest rate currently being paid pursuant to the Note, (ii) extending the Maturity Date, (iii) modifying the amortization of the notesscheduled Loan payments due under the Note, following such amendments or deliver of new or component notes, shall equal (iv) increasing the aggregate stated principal amount of the Loan immediately prior thereto, as reflected in the Note and (iiv) the weighted average spread materially adversely increasing any of Borrower’s rights and obligations under the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference)Documents; (fg) if requested by Lender, review any information regarding any of the PropertiesProperty, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company Manager and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (gh) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent laws. All reasonable third party costs and expenses incurred by Borrower or Lender in connection with Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), complying with requests made under this Section 9.1 (including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, Rating Agencies) shall be paid solely by LenderBorrower.

Sale of Notes and Securitization. Borrower acknowledges and agrees that At the Lender may sell all or any portion request of the holder of the Note and, to the extent not already required to be provided by Borrower under this Loan and Agreement, Borrower shall cooperate with Lender to allow Lender to satisfy the Loan Documentsmarket standards to which the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the sale of the Note or participations therein or the first successful securitization (such sale and/or securitization, or issue one or more participations therein, or consummate one or more private or public securitizations the “Securitization”) of rated single- single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all the Note and the Mortgage. In this regard Borrower shall: (i) provide such financial and other information with respect to the Property, Borrower and the Manager, (ii) provide budgets relating to the Property and (iii) to perform or any portion permit or cause to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and reports (Phase I’s and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such salesProperty, participations and/or securitizations, collectively, a “Securitization”). At the request of Lender, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which as may be reasonably required requested by Lender in order to satisfy the market standards to which Lender customarily adheres holder of the Note or which may be reasonably required by prospective investors and/or the Rating Agencies or as may be necessary or appropriate in connection with any such the Securitization including, without limitation, to: (a) provide or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated the “Provided Information”), together together, if customary, with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in cause counsel to render opinions, which may be relied upon by the preparation of descriptive materials for presentations to any or all holder of the Note, the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings Agencies and their respective affiliates counsel, agents and representatives, as to obtainnon-consolidation, collectfraudulent conveyance, and deliver information requested true sale and/or lease or required by Lender or any other opinion customary in securitization transactions, which counsel and opinions shall be reasonably satisfactory to the holder of the Note and the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions make such representations and warranties as of counsel as to non-consolidation, due execution and enforceability the closing date of the Securitization with respect to the PropertiesProperty, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents as are consistent with the representations and warranties made in the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies;; and (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments to the Loan Documents and organizational documents as may be reasonably requested by Lender the holder of the Note or the Rating Agencies or otherwise to effect the Securitization and/or deliver one Securitization; provided, however, that Borrower shall not be required to modify or more new component notes to replace the original note amend any Loan Document if such modification or modify the original note to reflect multiple components of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, amendment would (i) change the aggregate interest rate, the stated maturity or the amortization of principal amount of set forth in the notesNote, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread modify or amend any other material economic term of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933Loan. Lender and Borrower each shall pay their respective All material out-of-pocket third party costs and expenses incurred by Borrower in connection with the foregoing, including, without limitation, legal fees in connection complying with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including requests made under Sections 2.1.5, 2.1.6 and 2.1.7, this Section 9.1 shall be paid solely by Lender.

Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lenderthe holder of the Note and, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts cooperate with Lender to provide information not in the possession of allow Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by prospective investors and/or the Rating Agencies in connection with any the sale of the Note or participations therein or the first successful securitization (such Securitization includingsale and/or securitization, without limitation, tothe "SECURITIZATION") of rated single or multi-class securities (the "SECURITIES") secured by or evidencing ownership interests in the Note and the Mortgage. In this regard Borrower shall: (a) (i) provide such financial and other information with respect to the Property, Borrower and the Manager, (ii) provide budgets relating to the Property and (iii) to perform or permit or cause Mortgage Borrower to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and Senior Mezzanine Borrower to provide additional and/or updated Provided Informationreports (Phase I's and, together if appropriate, Phase II's), engineering reports and other due diligence investigations of the Property, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization (the "PROVIDED INFORMATION"), together, if customary, with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in cause counsel to render opinions, which may be relied upon by the preparation of descriptive materials for presentations to any or all holder of the Note, the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings Agencies and their respective affiliates counsel, agents and representatives, as to obtainnon-consolidation, collectfraudulent conveyance, and deliver information requested true sale and/or lease or required by Lender or any other opinion customary in securitization transactions, which counsel and opinions shall be reasonably satisfactory to the holder of the Note and the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions make such representations and warranties as of counsel as to non-consolidation, due execution and enforceability the closing date of the Securitization with respect to the PropertiesProperty, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents as are consistent with the representations and warranties made in the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies;; and (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments to the Loan Documents and organizational documents as may be reasonably requested by Lender the holder of the Note or the Rating Agencies or otherwise to effect the Securitization and/or deliver one Securitization; PROVIDED, HOWEVER, that Borrower shall not be required to modify or more new component notes to replace the original note amend any Loan Document if such modification or modify the original note to reflect multiple components of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, amendment would (i) change the aggregate interest rate, the stated maturity or the amortization of principal amount of set forth in the notesNote, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread modify or amend any other material economic term of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933Loan. Lender and Borrower each shall pay their respective All material out-of-pocket third party costs and expenses incurred by Borrower in connection with the foregoing, including, without limitation, legal fees in connection complying with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including requests made under Sections 2.1.5, 2.1.6 and 2.1.7, this Section 9.1 shall be paid solely by Lender.. 70

Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of LenderMortgagee -------------------------------- and, and to the extent not already required to be provided by Borrower Mortgagor under this AgreementMortgage, Borrower Xxxxxx shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or reasonable requirements of the Rating Agencies in connection with (x) any sale of Notes or participation therein or (y) any securitization of rated single or multi-class mortgage passthrough or other securities (the "Securities") secured by or evidencing ownership interests in any Note and this ------------- Mortgage or a participation interest in the Loan in a rated or unrated public offering or private placement (such Securitization sale and/or securitization, a "Securitization"), including, without limitation, to:: ----------------- (ai) (A) subject to the terms of the Ground Leases, the Management Agreements, and other agreements affecting the management or operation of the Property, provide such reasonable financial and other information with respect to the Property, Xxxxxx, the Management Companies (to the extent available) and any tenants under Leases (to the extent available) of the Property, (B) provide business plans and budgets relating to the Property and (C) permit such site inspection, appraisals, market studies, environmental reviews and reports (Phase I's and, if reasonably deemed appropriate by Mortgagee based on its review of the Xxxxx 0, Xxxxx H's), engineering reports and other due diligence investigations of the Property, as may be reasonably requested by Mortgagee or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated the Rating Agencies or as may be necessary or appropriate in connection with a Securitization (the "Provided Information"); Provided, together however, that no --------------------------------- ------- Constituent Members of Xxxxxx nor any principal or other affiliate or related person or entity of Xxxxxx or the Constituent Members of Xxxxxx, shall be required to make any representations, warranties or covenants in connection with appropriate verification and/or consents related a Securitization, nor shall such persons or entities be liable for any representations, warranties or covenants made by Xxxxxx except liability which is otherwise provided for in Section 1. 17(b) of the Mortgage or the other Loan Documents; and further provided that any such environmental reviews and reports and engineering reports shall be performed by reputable engineers that are licensed to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender practice in Massachusetts and the Rating Agenciesapproved by Xxxxxx; (bii) cooperate cause counsel to Xxxxxx to render a non-consolidation opinion in good faith substantially the same form as such opinion delivered on the date hereof; (iii) make such representations and warranties consistent to those made by Mortgagor in the preparation of descriptive materials for presentations to any or all this Mortgage as of the Rating Agenciesclosing date of a Securitization subject to necessary updates with respect to the Property, Mortgagor and work with, the Loan Documents and if requested, supervise, third-party service providers engaged as may be reasonably requested by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by Lender Mortgagee or the Rating Agencies;; and (c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (eiv) execute such amendments to the Loan Documents and Xxxxxx'x organizational documents, as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with achieve the required rating to effect a Securitization; provided, that nothing -------- contained in this subsection (iv) shall result in any applicable securities laws adverse economic or other adverse impact on Xxxxxx or its Constituent Members (as determined by Xxxxxx in its reasonable discretion) or result in any material liability or adverse tax impact to the extent in Borrower’s possession, Mortgagor or in the possession of Borrower’s advisors, agents its Constituent Members or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lenderaffiliates.

Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lender, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization including, without limitation, to: (a) provide or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments to the Loan Documents as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, that (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Sections Section 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lender.

Sale of Notes and Securitization. Borrower acknowledges and agrees that the each Lender may sell all or any portion of the Loan its Note and its interest in the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated or unrated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan its Note and its interest in the Loan Documents or a pool of assets that include the Loan its Note and interest in the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At Borrower agrees, upon the request of one or more Initial Lenders, to use commercially reasonable efforts to assist such Initial Lender in connection with one Assisted Securitization (per Initial Lender) with respect to each such Initial Lender and, and to the extent not already required to be provided by Borrower under this Agreementin connection therewith, Borrower shall use commercially reasonable efforts to provide information not in the possession of each such requesting Initial Lender or which may be reasonably required by each such requesting Initial Lender in order to satisfy the market standards to which such Initial Lender customarily adheres or which may be reasonably required by prospective purchasers, investors and/or the Rating Agencies in connection with any such Securitization Assisted Securitization, or which are required to comply with any applicable securities laws (provided that, notwithstanding anything to the contrary herein, nothing contained in this Section 9.9 shall contravene or diminish Borrower’s obligation to provide all information and other items otherwise required to be provided under any other provision of this Agreement), including, without limitation, to: (a) provide or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to the requesting Initial Lender and and, if applicable, the Rating Agencies; (b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by the requesting Initial Lender or or, if applicable, the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to the requesting Initial Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to the requesting Initial Lender and the Rating Agencies; (e) execute such amendments to the Loan Documents as may be requested by the requesting Initial Lender or and/or the Rating Agencies to effect the Assisted Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan Note such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the LoanNote in question, provided that, that (i) the aggregate stated principal amount of the notes, following such amendments or deliver delivery of new or component notes, shall equal the aggregate stated principal amount of the Loan Note immediately prior thereto, (ii) the weighted average interest rate spread of the Loan Note on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable not be modified, (iii) subject to the provisions of, and the prepayments as described in, the Note Sales Agreement, all payments of principal in respect of the Note and the Loan immediately prior (other than payments of principal on account of the Specified Mezzanine Notes) shall -187- be applied ratably to such adjustment (Borrower acknowledging that such all Notes and new notes or modified notes may(including in respect of any amortization payments and any applications of Net Proceeds or Net Sales Proceeds or otherwise), in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iiiiv) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by an Initial Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement the Disclosure Documents (including any amendment or supplement to either any thereof), or other disclosure document to be ) as are being used by the requesting Initial Lender or any affiliate thereof; and (g) supply to each requesting Initial Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation AB or Rule 144A, Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933, or the Exchange Act. Each Initial Lender engaging in an Assisted Securitization and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of each such Initial Lender and Borrower associated with any restructuring of the Loan requested by any such Initial Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by such Initial Lender.

Sale of Notes and Securitization. Borrower acknowledges and agrees that Lender shall have the Lender may sell all right to sell, assign or otherwise transfer the Loan or any portion thereof or interest therein held by Lender without the consent of Borrower or the satisfaction of any other requirement with respect to Borrower. Lender shall have the right to split the Loan and obligations, all collateral for the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in obligations and all or any portion of the Loan and the Loan Documents to make a single asset loan or a pool or pools of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”)loans with appropriate collateral attributable thereto. At the request of Lenderthe holder of the Note and, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use agrees to cooperate with all reasonable efforts to provide information not in the possession requests of Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by prospective investors and/or the Rating Agencies in connection with the sale of the Note or participation therein or the first successful Securitization and any other device determined by Lender to be useful in placement of any portion of the Loan (such Securitization sale, splitting, and/or Securitization, the "Securitization") of rated single or multi-class securities (the "Securities") secured by or evidencing ownership interests in the Note and the Mortgages, including, without limitation, to: : (a) (i) provide such financial and other information with respect to the Properties, the Borrower, the Guarantor and the Manager including, without limitation, estoppels from tenants under Leases, (ii) provide Annual Budgets relating to the Properties and (iii) to perform or permit or cause Mortgage Borrower to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and Senior Mezzanine Borrower to provide additional and/or updated reports (Phase I reports and, if appropriate, Phase II reports), engineering or property condition reports and other due diligence investigations of the Properties, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization (the "Provided Information"), together together, if customary, with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to the Lender and the Rating Agencies; ; (b) cooperate in good faith in the preparation of descriptive materials for presentations at Borrower's expense, cause counsel to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated render opinions of counsel as to non-consolidation, due execution fraudulent conveyance, and enforceability true sale or any other opinion customary in securitization transactions with respect to the Properties and Borrower and its Affiliates, which counsel and opinions shall be reasonably satisfactory to the holder of the Note and the Rating Agencies; (c) make such representations and warranties and agree to perform such covenants as of the closing date of the Securitization with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents as are customarily provided in securitization transactions and as may be reasonably requested by the holder of the Note or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents, ; and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments to the Loan Documents and organizational documents, enter into a lockbox or similar arrangement with respect to the Rents and establish and fund such reserve funds (including, without limitation, a Tax and Insurance Escrow Fund (without regard to whether an Event of Default exists), a Capital Expenditure Reserve Fund to be held by Lender or its successor, a Ground Lease Escrow Fund (without regard to whether an Event of Default exists), a rollover escrow fund for replacement Tenants and a fund for deferred maintenance and capital improvements) as may be requested by Lender the holder of the Note or the Rating Agencies or otherwise to effect the Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan such Securitization; provided, however, that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned Borrower shall not be required to each modify or amend any Loan Document if such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, modification or amendment would (i) change the aggregate interest rate, the stated maturity or the amortization of principal amount of set forth in the notesNote, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread modify or amend any other material economic term of the Loan on Loan. Notwithstanding the foregoing, Lender may elect to change the Maturity to a later date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change Securitization and (iii) the provisions of Section 2.1.5 otherwise Borrower shall apply to any execute such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and to the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Documents as Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information shall determine are necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933reflect such change. Lender and Borrower each shall pay their respective All reasonable third party costs and expenses incurred by Lender in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring Securitization or other sale or transfer of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by LenderBorrower.

Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of LenderLender and at its sole cost and expense, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts to provide information in the possession or control of Borrower or its Affiliates and not in the possession of Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors investors, financing sources and/or the Rating Agencies in connection with any such Securitization including, without limitation, to: (a) provide or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of the Rating Agenciesreview, and work with, and if requested, supervise, third-party service providers engaged by comment on the Disclosure Documents delivered to Borrower, Holdings which Disclosure Documents shall be delivered for review and their respective affiliates comment by Borrower not less than three (3) Business Days prior to obtain, collect, and deliver information requested or the date upon which Borrower is otherwise required by Lender or the Rating Agenciesto confirm such Disclosure Documents; (c) deliver, if required or requested by any Rating Agency, deliver an updated Insolvency Opinion; (id) updated opinions deliver an opinion of New York counsel as with respect to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and of the Loan DocumentsDocuments governed by New York law substantially the same as those delivered as of the Closing Date, and (ii) revised organizational documents which opinions shall be addressed, for Borrowerpurposes of reliance thereon, to each Person acquiring any interest in the Loan in connection with any Securitization, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Approved Rating Agencies; (e) execute such amendments subject to Section 9.3 hereof, confirm that the representations and warranties as set forth in the Loan Documents are true, complete and correct in all material respects as may be requested by Lender or of the Rating Agencies to effect closing date of the Securitization and/or deliver one or more new component notes with respect to replace the original note or modify Property, the original note to reflect multiple components of IP Collateral, the Pledged Collateral, Borrower, Mortgage Borrower, the Operating Lessee, the Mortgage Loan Documents and the Loan Documents (except to the extent that any such that the pricing representations and marketability warranties are and can only be made as of the Securities a specific date and the size facts and circumstances upon which such representation and warranty is based are specific solely to a certain date in which case confirmation as to truth, completeness and correctness shall be provided as of each class such specific date or to the extent such representations are no longer true and correct as a result of Securities and the rating assigned to each such class by the Rating Agencies subsequent events in which case Borrower shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, (i) the aggregate stated principal amount of the notes, following such amendments an updated representation or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this referencewarranty); (f) if requested by Lender, review any information regarding any the sections of the PropertiesDisclosure Document entitled “Risk Factors,” (solely to the extent “Risk Factors” relate to Borrower, Mezzanine A Borrower, Mortgage Borrower, Senior Mezzanine BorrowerOperating Lessee, PrincipalGuarantor, Manager, the IP Collateral, the Senior Management Agreement, the North Beach Property, the North Beach Property Documents, any Rental Management Program, any Mezzanine A Pledged Collateral, Holdingsthe Pledged Collateral and the Property), “Special Considerations,” “Description of the Mortgage,” “Description of the Pledge Agreement”, “Description of the Mortgage Loan and Mortgaged Property,” “Description of the Mezzanine Loan and Pledged Collateral”, “Description of the Mezzanine A Loan and Mezzanine A Pledged Collateral”, “Description of the Borrower,” “Description of the Operating Lease and Operating Lessee,” “Description of the Property Manager, Management Agreement and Assignment and Subordination of Management Agreement,” “Description of the Intellectual Property,” “Description of the Mezzanine Loan”, “Annex E – Representations and Warranties of the Borrowers”, “Certain Legal Aspects of the Mortgage Loan,” and “Certain Legal Aspects of the Mezzanine Loans” (or sections similarly titled or covering similar subject matters); (g) execute such amendments to the Loan Documents as may be reasonably necessary to reflect structural changes to the Loan that are requested in writing from Lender, from time to time, prior to a Securitization; provided that any such amendments (i) shall not increase (x) any monetary obligation of Borrower or any Guarantor, or (y) any other obligation or liability of Borrower under the Loan Documents in any material respect or (z) any other obligation or liability of Guarantor in any respect, (ii) shall not change the dates of the Interest Period, the Operating Company and Maturity Date or the Payment Date, (iii) shall not decrease any of Borrower’s rights or remedies under the Loan which is contained Documents in a preliminary or final private placement memorandum, prospectus, prospectus supplement any material respect and (including iv) any amendment or supplement to either thereof), or other disclosure document to such amendments shall be used by Lender or any affiliate thereofin substantially the same form as the Loan Agreement; and (gh) supply to Lender such documentationif reasonably requested by Lender, financial statements and reports in form and substance required in order to comply Borrower shall provide Lender, within a reasonable period of time following Lender’s request, with any applicable securities laws (to the extent in Borrower’s possessionfinancial statements, or in the possession of Borrower’s advisorsfinancial, agents statistical or employees)operating information, including, without limitation, if applicable, information necessary as Lender shall reasonably determine to comply with any applicable reporting or information requirements under be required pursuant to Regulation D under the Securities Act of 1933 or Regulation S AB under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred , as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any amendment, modification or replacement thereto or other legal requirements in connection with any Disclosure Documents or any filing pursuant to the Exchange Act in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan Securitization or as shall otherwise be reasonably requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lender.

Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “"Securities”") secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “"Securitization”"). At the request of Lender, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or and which may be reasonably required by Lender in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by prospective investors and/or the Rating Agencies in connection with any such Securitization including, without limitation, to: (ai) provide or cause Mortgage Borrower additional financial and Senior Mezzanine Borrower other information with respect to the Property, Borrower, the Principal, each Guarantor and the Manager, and (ii) provide additional and/or updated budgets relating to the Property (collectively, the "Provided Information"), together with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate assist in good faith in the preparation of preparing descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings the Principal and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, deliver (i) updated revised opinions of counsel as to non-consolidation, due execution and enforceability with respect to the PropertiesProperty, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings Principal and their respective Affiliates affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the PropertiesProperty, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) make such representations and warranties as of the closing date of the Securitization with respect to the Property, Borrower, the Principal, the Guarantor and the Loan Documents as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (f) execute such amendments to the Loan Documents as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan (and such new notes or modified note shall have the same initial weighted average coupon of the original note, but such new notes or modified note may change the interest rate and amortization of the Loan so long as the aggregate monthly payment of such note(s) shall be the same as the constant monthly payment due under the Note), and modify the cash management agreement with respect to the newly created components such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (fg) if requested by Lender, review any information regarding any of the PropertiesProperty, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Principal, the CollateralManager, the Senior Mezzanine Collateral, Holdings, the Operating Company Guarantor and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereofthe Disclosure Documents; and (gh) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws laws. All reasonable third party costs and expenses incurred by Borrower or Lender in connection with Borrower's compliance with requests made under this Section 9.1 (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, Rating Agencies) shall be paid solely by LenderBorrower; provided that Borrower shall not be required to pay more than $10,000 of such cost and expenses (exclusive of Borrower's legal fees) plus the fees and expenses of Rating Agencies.

Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lenderthe Lender and, and to the extent not already required to be provided by Borrower under this AgreementDeed of Trust, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender in order to satisfy the market standards to which the Lender customarily adheres or which may be reasonably required in the marketplace or by prospective investors and/or the Rating Agencies in connection with any such Securitization Secondary Market Transaction of rated single or multi-class securities (the "Securities") secured by or evidencing ownership interests in the Sun Villa Note and this Deed of Trust, including, without limitation, to: (a) (i) provide such financial and other information with respect to the Property, the Borrower, its partners, shareholders or members and the Manager; (ii) provide budgets relating to the Property; (iii) perform or permit or cause Mortgage to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and reports (Phase I's and, if appropriate, Phase II's), engineering reports and other due diligence investigations of the Property, as may be reasonably requested by the Lender or the Rating Agencies or as may be necessary or appropriate in connection with the Secondary Market Transaction; and (iv) make such representations and warranties as of the closing date of the Secondary Market Transaction with respect to the Property, Borrower and Senior Mezzanine Borrower the Loan Documents as may be reasonably and specifically requested by the Lender or the Rating Agencies with respect to provide additional and/or updated matters specifically identified by Lender, and consistent with the facts covered by such representations and warranties as they exist on the date thereof (collectively, the "Provided Information"), together together, if customary, with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to the Lender and the Rating Agencies;; provided, however, such obligation does not create any obligation on the part of Borrower to update the effective date of any representations made by Borrower in connection with the origination of the Loan. (b) cooperate in good faith in cause its counsel to render opinions, which may be relied upon by the preparation of descriptive materials for presentations to any or all of Lender, the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings Agencies and their respective affiliates to obtaincounsel, collectagents and representatives, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution fraudulent conveyance, and enforceability true sale or any other opinion customary in securitization transactions with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings Property and their respective Affiliates Borrower and the Loan Documents, and (ii) revised organizational documents for Borrowerits affiliates, which counsel and opinions and organizational documents shall be reasonably satisfactory to the Lender and the Rating Agencies;; and (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (ec) execute such amendments to the Loan Documents as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan such and organizational documents; provided, however, that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned Borrower shall not be required to each modify or amend any Loan Document if such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, modification or amendment would (i) change the aggregate interest rate, the stated maturity, application of payments or the amortization of principal amount of set forth in the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, Sun Villa Note; (ii) the weighted average spread modify or amend any other term of the Sun Villa Loan on the date of such amendment in a manner adverse to Borrower; or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) modify the provisions manner in which Borrower and/or its affiliates operate the Property or conduct their business operations. Without limiting the foregoing, at Lender's request, Borrower shall cooperate in causing the Sun Villa Note and Deed of Section 2.1.5 otherwise shall apply Trust to any such amendments be split into two or more notes, parts or interests, in whatever proportion Lender deems appropriate, which may be in the form of pari passu interests, senior and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof)junior interests, or other disclosure document interests. Borrower agrees to be used by cooperate with Lender to facilitate any such action, the transfer or any affiliate thereof; and (g) supply to Lender such documentationdisposition of the Sun Villa Loan, financial statements the rating of the Sun Villa Loan or of a securitization in which the Sun Villa Loan is included. Borrower's cooperation obligation shall continue until the Sun Villa Loan has been repaid in full, and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), includingshall include, without limitation, if applicableall of the foregoing as each may be reasonably required from time to time by Lender, information necessary Servicer, or any Lender. For purposes hereof, a "Secondary Market Transaction" shall be (a) any sale or assignment of this Deed of Trust, the Notes and the other Loan Documents to comply one or more investors as a whole loan; (b) a participation of the Sun Villa Loan to one or more investors; (c) any deposit of this Deed of Trust, the Notes and the other Loan Documents with a trust or other entity which may sell certificates or other instruments to investors evidencing an ownership interest in the assets of such trust or other entity or similar securitization; (d) any applicable reporting other sale, assignment or information requirements under Regulation D under transfer of the Securities Act Sun Villa Loan or any interest therein to one or more investors; or (e) any securitization of 1933 all or Regulation S under any portion of Lender's interest in the Securities Act Sun Villa Loan including a securitization where Lender causes the Sun Villa Note and Deed of 1933Trust to be split into two or more notes, parts or interests, in whatever proportion Lender deems appropriate, which may be in the form of pari passu interests, senior and junior interests, or other interests, and thereafter sells, assigns, participates, syndicates or securitizes all or any part of either such severed or split note and deed of trust; provided, however, in the event any new promissory notes evidencing the Loan are prepared and executed in connection with such a splitting of the Sun Villa Note, Lender shall promptly return the original Sun Villa Note to Borrower. Lender and Borrower each At any time during which the Sun Villa Loan is an asset of a securitization or is otherwise an asset of any rated transaction, "Rating Agency" shall pay their respective mean the rating agency or rating agencies that from time to time rate the Securities, certificates or other instruments issued in connection with such securitization or other transaction. All costs and expenses incurred by Lender and/or Borrower in connection with Borrower's complying with requests made under this Section shall be paid by Lender. In the foregoing, including, without limitation, legal fees in connection with event that the provisions of this Deed of Trust or any of the foregoing matters; except that other Loan Documents require the receipt of written confirmation from each Rating Agency with respect to the ratings on the Securities, or, in accordance with the terms of the transaction documents relating to a Secondary Market Transaction, such a rating confirmation is required in order for the consent of the Lender to be given, the Lender shall pay all of the costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Sections 2.1.5or its Servicer and each Rating Agency in connection therewith, 2.1.6 and 2.1.7and, if applicable, shall be paid solely pay any fees imposed by Lender.any Rating Agency as a condition to the delivery of such confirmation. Nothing in this Section 5.32 shall result in an economic change in the transaction, impose any legal obligations on Borrower or restrict Borrower in any material way. [No Further Text on this Page; Signature Page Follows]

Sale of Notes and Securitization. Borrower acknowledges and agrees that the each Lender may sell all or any portion of the Loan its Note and its interest in the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated or unrated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan its Note and its interest in the Loan Documents or a pool of assets that include the Loan its Note and interest in the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At Borrower agrees, upon the request of one or more Initial Lenders, to use commercially reasonable efforts to assist such Initial Lender in connection with one Assisted Securitization (per Initial Lender) with respect to each such Initial Lender and, and to the extent not already required to be provided by Borrower under this Agreementin connection therewith, Borrower shall use commercially reasonable efforts to provide information not in the possession of each such requesting Initial Lender or which may be reasonably required by each such requesting Initial Lender in order to satisfy the market standards to which such Initial Lender customarily adheres or which may be reasonably required by prospective purchasers, investors and/or the Rating Agencies in connection with any such Securitization Assisted Securitization, or which are required to comply with any applicable securities laws (provided that, notwithstanding anything to the contrary herein, nothing contained in this Section 9.9 shall contravene or diminish Borrower’s obligation to provide all information and other items otherwise required to be provided under any other provision of this Agreement), including, without limitation, to: (a) provide or and/or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to the requesting Initial Lender and, if applicable, and the Rating Agencies; (b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Mortgage Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by the requesting Initial Lender or or, if applicable, the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to the requesting Initial Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to the requesting Initial Lender and the Rating Agencies; (e) execute such amendments to the Loan Documents as may be requested by the requesting Initial Lender or and/or the Rating Agencies to effect the Assisted Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan Note such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the LoanNote in question, provided that, that (i) the aggregate stated principal amount of the notes, following such amendments or deliver delivery of new or component notes, shall equal the aggregate stated principal amount of the Loan Note immediately prior thereto, (ii) the weighted average interest rate spread of the Loan Note on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable not be modified, (iii) subject to the provisions of, and the prepayments as described in, the Note Sales Agreement, all payments of principal in respect of the Note and the Loan immediately prior (other than payments of principal on account of the Specified Mezzanine Notes) shall be applied ratably to such adjustment (Borrower acknowledging that such all Notes and new notes or modified notes may(including in respect of any applications of Net Proceeds or Net Sales Proceeds or otherwise), in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iiiiv) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by an Initial Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement the Disclosure Documents (including any amendment or supplement to either any thereof), or other disclosure document to be ) as are being used by the requesting Initial Lender or any affiliate thereof; and (g) supply to each requesting Initial Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation AB or Rule 144A, Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933, or the Exchange Act. Each Initial Lender engaging in an Assisted Securitization and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of each such Initial Lender and Borrower associated with any restructuring of the Loan requested by any such Initial Lender, including under Sections Section 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by such Initial Lender.

Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lenderthe holder of the Note and, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts cooperate with Lender to provide information not in the possession of allow Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably 66 required in the marketplace or by prospective investors and/or the Rating Agencies in connection with any the sale of the Note or participations therein or the first successful securitization (such Securitization includingsale and/or securitization, without limitation, tothe "SECURITIZATION") of rated single or multi-class securities (the "SECURITIES") secured by or evidencing ownership interests in the Note and the Mortgage. In this regard Borrower shall: (a) (i) provide such financial and other information with respect to the Property, Borrower and the Manager, (ii) provide budgets relating to the Property and (iii) to perform or permit or cause Mortgage Borrower to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and Senior Mezzanine Borrower to provide additional and/or updated Provided Informationreports (Phase I's and, together if appropriate, Phase II's), engineering reports and other due diligence investigations of the Property, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization (the "PROVIDED INFORMATION"), together, if customary, with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in cause counsel to render opinions, which may be relied upon by the preparation of descriptive materials for presentations to any or all holder of the Note, the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings Agencies and their respective affiliates counsel, agents and representatives, as to obtainnon-consolidation, collectfraudulent conveyance, and deliver information requested true sale and/or lease or required by Lender or any other opinion customary in securitization transactions, which counsel and opinions shall be reasonably satisfactory to the holder of the Note and the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions make such representations and warranties as of counsel as to non-consolidation, due execution and enforceability the closing date of the Securitization with respect to the PropertiesProperty, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents as are consistent with the representations and warranties made in the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies;; and (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments to the Loan Documents and organizational documents as may be reasonably requested by Lender the holder of the Note or the Rating Agencies or otherwise to effect the Securitization and/or deliver one Securitization; PROVIDED, HOWEVER, that Borrower shall not be required to modify or more new component notes to replace the original note amend any Loan Document if such modification or modify the original note to reflect multiple components of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, amendment would (i) change the aggregate interest rate, the stated maturity or the amortization of principal amount of set forth in the notesNote, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread modify or amend any other material economic term of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933Loan. Lender and Borrower each shall pay their respective All material out-of-pocket third party costs and expenses incurred by Borrower in connection with the foregoing, including, without limitation, legal fees in connection complying with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including requests made under Sections 2.1.5, 2.1.6 and 2.1.7, this Section 9.1 shall be paid solely by Lender.

Sale of Notes and Securitization. Borrower acknowledges and agrees that At the Lender may sell all or any portion request of the holder of the Notes, Borrower shall and Parent shall cause each Loan and Party to use reasonable efforts to facilitate the Loan Documentsconsummation of the sale of the Notes or participation therein or the securitization (such sale and/or securitization, or issue one or more participations therein, or consummate one or more private or public securitizations the "SECURITIZATION") of rated single- single or multi-class securities (the “Securities”"SECURITIES") secured by or evidencing ownership interests in all or any portion of the Loan Notes and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lendereach Mortgage, and shall cooperate with and, to the extent not already required to be provided by Borrower under this Agreement, provide Administrative Agent and Lenders with all information and materials obtainable by Borrower shall use reasonable efforts to provide information not in the possession of Lender or any Loan Party which may be reasonably required in the marketplace or by Lender in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization the Securitization, including, without limitation, to: (a) (i) provide such financial and other information with respect to the Property, the other Collateral, Borrower, the other Loan Parties and the Property Manager, (ii) provide budgets relating to each Asset or the Property, and (iii) to perform or permit or cause Mortgage Borrower to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and Senior Mezzanine Borrower to provide additional and/or updated Provided Informationreports (Phase I's and, if appropriate, Phase II's), engineering reports and other due diligence investigations of each Asset, as may be requested by the holders of the Notes or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization (the "PROVIDED INFORMATION"), together with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender Administrative Agent, Lenders and the Rating Agencies; (b) cooperate in good faith in the preparation of descriptive materials for presentations at Borrower's expense, cause counsel to any render or all of update opinions (which may be relied upon by the Rating Agencies) as to non-consolidation, or any other opinion customary in securitization transactions with respect to the Property and work withBorrower and its Affiliates (including without limitation the other Loan Parties), which counsel and if requested, supervise, third-party service providers engaged by Borrower, Holdings opinions shall be reasonably satisfactory to the holders of the Notes and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions make such representations and warranties as of counsel as to non-consolidation, due execution and enforceability the closing date of the Securitization with respect to the PropertiesProperty, the other Collateral, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates other Loan Parties and the Loan DocumentsDocuments as are customarily provided in securitization transactions and as may be reasonably requested by the holders of the Notes or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and (ii) revised organizational documents for Borrowerwarranties made in the Loan Documents but excluding any representations or warranties, if any, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and were made solely as of the Rating Agencies;Closing Date; and (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments to the Loan Documents and organizational documents, enter into a lockbox or similar arrangement with respect to the Rents and establish and fund such reserve funds (including, without limitation, reserve funds for deferred maintenance and capital improvements) as may be reasonably requested by Lender the holders of the Notes or the Rating Agencies or otherwise to effect the Securitization and/or deliver one Securitization; provided, however, that Borrower shall not be required to modify or more new component notes to replace amend any Loan Document if such modification or amendment would (i) change the original note interest rate, the stated maturity or the amortization of principal set forth in the Notes or (ii) modify the original note to reflect multiple components or amend any other material economic terms or conditions of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loanor rights or interests or Borrower, provided that, (i) the aggregate stated principal amount of the notes, following such amendments Parent or deliver of new or component notes, shall equal the aggregate stated principal amount of any other Loan Party under the Loan immediately prior theretoDocuments, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable except to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, a de-minimis extent. All reasonable third party costs and expenses incurred by Administrative Agent and Lenders in connection with the application of principal Securitization which are attributable to such new notes Borrower (or modified note following the occurrence of an Event of Default, but not otherwise, subsequently cause the weighted average spread of such new notes or modified notes to change and (iii) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this referenceother Loan Party); (f) if requested by Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the CollateralLoan Documents, the Senior Mezzanine Collateral, Holdings, Property or the Operating Company and the Loan which is contained in a preliminary other Collateral or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees)this Section 9.1, including, without limitation, if applicablefees charged by any Rating Agency (other than rating surveillance fees), information necessary to comply with any applicable reporting or information requirements under Regulation D under shall be paid by Borrower within ten (10) days after demand of Administrative Agent (the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each "SECURITIZATION EXPENSES"); provided, however, that in no event shall pay their respective such costs and expenses incurred exceed one half of one percent (.5%) of the original principal balance of the Loan. The Securitization Expenses shall be used by Administrative Agent to pay its costs and expenses as set forth above and any portion of the Securitization Expenses not expended in connection with the foregoingSecuritization shall be promptly returned to Borrower. Thirty (30) days prior to any Securitization, includingBorrower may require Administrative Agent to provide an accounting as to the amount and itemization of the Securitization Expense Administrative Agent and Lenders have already spent, without limitation, legal fees any additional amount required to be expended in connection with any such Securitization and the identity of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring purchaser of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by LenderResidual Amount.

Sale of Notes and Securitization. (a) Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or unrated single-class or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). . (b) At the request of LenderLender prior to a Securitization of the entire Loan, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall (i) use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or (ii) take other actions reasonably required by Lender, in each case, in order to (A) comply with disclosure laws applicable to any such Securitization, (B) satisfy inquiries from one or more Rating Agencies relating to any such Securitization, (C) satisfy requests from actual or potential investors or other interested parties (including any holder of an interest in a Mezzanine Loan or other loan subordinate to the Loan created or entered into in connection with any structural changes to the Loan and the Mezzanine Loan contemplated by this Section 9.1) in any such Securitization, or (D) satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization. Lender shall have the right to provide to prospective investors in any Securitization and the Rating Agencies any information in its possession (including, without limitation, to: (afinancial statements) provide or cause Mortgage relating to Borrower, any SPE Constituent Entity, Guarantor, Mezzanine Borrower, the Properties and any Tenant. Borrower acknowledges that certain information regarding the Loan and Senior the parties thereto and the Properties may be included in Disclosure Documents. Borrower agrees that each of Borrower, each SPE Constituent Entity, Guarantor, Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates officers and representatives, shall, at Lender’s request, cooperate with Lender’s efforts to obtain, collect, and deliver information requested or arrange for a Securitization in accordance with the market standards to which Lender customarily adheres and/or which may be required by Lender or prospective investors and/or the Rating Agencies;Agencies in connection with any such Securitization. (c) deliverLender shall cause to be delivered to Borrower the Disclosure Documents for review and comment by Borrower not less than five (5) Business Days prior to the date upon which Borrower is otherwise required to confirm such Disclosure Documents. Borrower agrees to provide, if required or requested by any Rating Agencyin connection with the Securitization, an indemnification agreement (i) updated opinions certifying that (A) each of Borrower, each SPE Constituent Entity and Guarantor has, at Lender’s request in connection with each Securitization, reviewed the sections of the Disclosure Documents entitled “Risk Factors,” “Description of the Properties,” “Description of the Borrowers,” “Description of the Management Agreements,” “Description of the Mortgage Loan,” “Description of the Mezzanine Loan,” and “Certain Legal Aspects of the Mortgage Loan” as the same relate to Borrower, each SPE Constituent Entity, Guarantor, Manager, Mezzanine Borrower (and/or the respective Affiliates of the foregoing), the Properties and the Loan (collectively with the Provided Information, the “Covered Disclosure Information”), and (B) the factual statements and representations contained in such sections do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (ii) jointly and severally indemnifying Lender, JPMorgan (whether or not it is the Lender), any Affiliate of JPMorgan that has filed any registration statement relating to the Securitization or has acted as the sponsor or depositor in connection with the Securitization, any Affiliate of JPMorgan that acts as an underwriter, placement agent or initial purchaser of Securities issued in the Securitization, any other co-underwriters, co-placement agents or co-initial purchasers of Securities issued in the Securitization, and each of their respective officers, directors, partners, employees, representatives, agents and Affiliates and each Person or entity who controls any such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Persons”), for any losses, claims, damages, liabilities, reasonable costs or expenses (including, without limitation, reasonable legal fees and expenses for enforcement of these obligations (collectively, the “Liabilities”)) to which any such Indemnified Person may become subject (whether or not arising from any third-party claim) insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Covered Disclosure Information or arise out of or are based upon the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading, and (iii) agreeing to reimburse each Indemnified Person for any reasonable legal or other expenses incurred by such Indemnified Person, as they are incurred, in connection with investigating or defending the Liabilities. This indemnity agreement will be in addition to any liability which Borrower may otherwise have. Moreover, the indemnification provided for in clauses (ii) and (iii) above shall be effective whether or not an indemnification agreement described in clause (i) above is provided. (d) In connection with filings under the Exchange Act, Borrower jointly and severally agrees to indemnify (i) the Indemnified Persons for Liabilities to which any such Indemnified Person may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact in the Covered Disclosure Information, or the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (ii) reimburse each Indemnified Person for any reasonable legal or other expenses incurred by such Indemnified Persons, as they are incurred, in connection with defending or investigating the Liabilities. (e) Promptly after receipt by an Indemnified Person of notice of any claim or the commencement of any action, the Indemnified Person shall, if a claim in respect thereof is to be made against any Borrower, notify such Borrower in writing of the claim or the commencement of that action; provided, however, that the failure to notify such Borrower shall not relieve it from any liability which it may have under the indemnification provisions of this Section 9.1 except to the extent that it has been materially prejudiced by such failure and, provided further that the failure to notify such Borrower shall not relieve it from any liability which it may have to an Indemnified Person otherwise than under the provisions of this Section 9.1. If any such claim or action shall be brought against an Indemnified Person, and it shall notify any Borrower thereof, such Borrower shall be entitled to participate therein and, to the extent that it wishes, assume the defense thereof with counsel reasonably satisfactory to the Indemnified Person. After notice from any Borrower to the Indemnified Person of its election to assume the defense of such claim or action, such Borrower shall not be liable to the Indemnified Person for any legal or other expenses subsequently incurred by the Indemnified Person in connection with the defense thereof. (f) Without the prior consent of JPMorgan (which consent shall not be unreasonably withheld), no Borrower shall settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such claim, action, suit or proceeding) unless such Borrower shall have given JPMorgan reasonable prior notice thereof and shall have obtained an unconditional release of each Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceedings. As long as Borrower has complied with its obligations to non-consolidationdefend and indemnify hereunder, due execution such Borrower shall not be liable for any settlement made by any Indemnified Person without the consent of such Borrower (which consent shall not be unreasonably withheld). (g) Borrower agrees that if any indemnification or reimbursement sought pursuant to this Section 9.1 is finally judicially determined to be unavailable for any reason or is insufficient to hold any Indemnified Person harmless (with respect only to the Liabilities that are the subject of this Section 9.1), then Borrower, on the one hand, and enforceability such Indemnified Person, on the other hand, shall contribute to the Liabilities for which such indemnification or reimbursement is held unavailable or is insufficient: (x) in such proportion as is appropriate to reflect the relative benefits to Borrower, on the one hand, and such Indemnified Person, on the other hand, from the transactions to which such indemnification or reimbursement relates; or (y) if the allocation provided by clause (x) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (x) but also the relative faults of Borrower, on the one hand, and all Indemnified Persons, on the other hand, as well as any other equitable considerations. Notwithstanding the provisions of this Section 9.1, no party found liable for a fraudulent misrepresentation shall be entitled to contribution from any other party who is not also found liable for such fraudulent misrepresentation. (h) Borrower agrees that the indemnification, contribution and reimbursement obligations set forth in this Section 9.1 shall apply whether or not any Indemnified Person is a formal party to any lawsuits, claims or other proceedings. Borrower further agrees that the Indemnified Persons are intended third party beneficiaries under this Section 9.1. (i) The liabilities and obligations of the Indemnified Persons and Borrower under this Section 9.1 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt. (j) Notwithstanding anything to the contrary contained herein, Borrower shall have no obligation to act as depositor with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Loan or an issuer or registrant with respect to the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies;Securities issued in any Securitization. (dk) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements Borrower shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments to the Loan Documents as may be are necessary to reflect any structural changes to the Loan that are requested by Lender or in writing from time to time prior to a Securitization. Such structural changes may involve, without limitation, (i) the Rating Agencies to effect the Securitization and/or deliver delivery by Borrower of one or more new component notes to replace the original note or modify the modification of the original note to reflect multiple components of the Loan such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, in connection with the application of principal to such new notes or modified note following may have different interest rates and amortization schedules), and (ii) the occurrence creation of an Event of Defaultone or more mezzanine loans (including amending Borrower’s organizational structure to provide for one or more mezzanine borrowers); provided, but not otherwisehowever, subsequently cause that (A) no amendment to the Loan Documents or new notes, modified notes or mezzanine notes shall (x) modify (1) the initial weighted average spread interest rate payable under the Note, (2) the stated maturity of such new notes the Note, (3) the aggregate amortization of principal of the Note, or modified notes (4) any other material economic term of the Loan, or (y) decrease the time periods during which Borrower is permitted to change perform its obligations under the Loan Documents and (iiiB) any documents evidencing any new mezzanine loans shall be substantially in the provisions form of Section 2.1.5 otherwise the Mezzanine Loan Documents. In connection with the foregoing, Borrower shall apply (1) modify the Cash Management Agreement to any reflect the newly created components and/or mezzanine loans and (2) deliver such amendments opinions of counsel reasonably acceptable to the Rating Agencies or potential investors in a Securitization and delivery of new addressing such matters as such Rating Agencies or component notes (such provisions being incorporated herein by this reference);potential investors may reasonably require. (fl) if If requested by Lender, review Borrower shall provide Lender, promptly upon request, with any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof)financial statements, or other disclosure document financial, statistical or operating information, as Lender shall determine to be used by Lender or any affiliate thereof; and (g) supply required pursuant to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S AB under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with , as amended, or the foregoingSecurities Exchange Act of 1934, includingas amended (as applicable, without limitationthe “Exchange Act”), or any amendment, modification or replacement thereto or other legal fees requirements in connection with any of Disclosure Documents or any filing pursuant to the foregoing matters; except that all costs and expenses of Lender and Borrower associated Exchange Act in connection with any restructuring of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lendera Securitization.

Sale of Notes and Securitization. Borrower Guarantor acknowledges that Lender and agrees that its successors and assigns shall have the Lender right to do any and all of the following: (i) sell the Security Instrument, the Note and other Loan Documents to one or more investors as a whole loan, (ii) participate the Loan secured by the Security Instrument to one or more investors, (iii) deposit the Security Instrument, the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, (iv) otherwise sell the Loan or interest therein to investors, or (v) cause the Note, the Security Instrument and the other Loan Documents to be split into two or more notes, parts or interests, in whatever proportion Lender deems appropriate, which may be in the form of pari passu interests, senior and junior interests, or other interests, and thereafter to sell, assign, participate, syndicate or securitize all or any portion part of the Loan either or both of such severed or split obligations and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities documents (the “Securities”transactions referred to in clauses (i) through (v) are hereinafter each referred to as "Secondary Market Transaction" or "Securitization", and any securities secured by or evidencing ownership interests in all or any portion of the Loan Note and the Loan Documents Security Instrument or otherwise issued in connection with a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”Secondary Market Transaction may be referred to as "Securities"). At GUARANTY - Page 13 Guarantor shall cooperate with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all requirements imposed by any Rating Agency involved in any Secondary Market Transaction. Without limitation, at the request of Lender, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization including, without limitation, toGuarantor shall: (a) (i) provide such financial and other information with respect to the Security Property, the Guarantor and (ii) make such representations and warranties as of the closing date of the Secondary Market Transaction with respect to the Guarantor as are customarily provided in securitization transactions and as may be reasonably requested by the holder of the Note or cause Mortgage Borrower the Rating Agencies and Senior Mezzanine Borrower to provide additional and/or updated consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents (collectively, the "Provided Information"), together together, if customary, with appropriate verification and/or consents related to of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to the Lender and the Rating Agencies; (b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments to the Loan Documents as may be requested by Lender the holder of the Note or the Rating Agencies or otherwise to effect the Securitization and/or deliver one Secondary Market Transaction. Guarantor shall not be required to modify any documents evidencing or more new component notes securing the Loan so as to replace modify (A) the original note or modify interest rate payable under the original note to reflect multiple components Note, (B) the stated maturity of the Note, (C) the amortization of principal of the Note, (D) the non-recourse provisions of the Loan such that the pricing and marketability or (E) any other material economic term of the Securities Loan. However, in the case of split notes, the interest rate and principal amortization may be changed, provided that for the size combined obligations taken as an aggregate, the over-all interest rate and amortization of each class principal shall remain the same; and (c) to the extent not already required to be provided by Guarantor under this Agreement, Guarantor shall use reasonable efforts to satisfy the market standards to which the holder of Securities and the rating assigned to each such class Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies shall provide the most favorable rating levels in connection with any Secondary Market Transaction. All reasonable third party costs and achieve the optimum rating levels for the Loan, provided that, expenses incurred by Lender in connection with Guarantor’s complying with requests made under Section 5.14 (i) and (iv) shall be paid by the aggregate stated principal amount of the notes, following such amendments Guarantor. All reasonable actual third party costs and expenses incurred by Lender or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that such new notes or modified notes may, Guarantor in connection with Guarantor's complying with the application of principal to such new notes or modified note following requests made under Section 5.14(v) shall be paid by the occurrence of an Event of Default, but not otherwise, subsequently cause Lender In the weighted average spread of such new notes or modified notes to change and (iii) event that the provisions of Section 2.1.5 otherwise shall apply the Security Instrument or any Loan Documents require the receipt of written confirmation from each Rating Agency with respect to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference); (f) if requested by Lenderthe ratings on the Certificates, review any information regarding any or, in accordance with the terms of the Propertiestransaction documents relating to a Secondary Market Transaction, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which such a rating confirmation is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and (g) supply to Lender such documentation, financial statements and reports in form and substance required in order for the consent of the Lender to comply with any applicable securities laws (to be given, the extent Guarantor shall pay all of the costs and expenses of the Lender, Servicer and each Rating Agency in Borrower’s possessionconnection therewith, or in the possession of Borrower’s advisors, agents or employees), including, without limitationand, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with any fees imposed by any Rating Agency as a condition to the foregoing, including, without limitation, legal fees in connection with any delivery of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lender.such confirmation. GUARANTY - Page 14

Sale of Notes and Securitization. (a) Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or or securitizations, collectively, a “Securitization”). . (b) At the request of Lender, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall shall, at no cost or expenses to Borrower, use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Lender, in each case in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or or the Rating Agencies in connection with any such Securitization. Lender shall have the right to provide to prospective investors and the Rating Agencies any information in its possession, including financial statements relating to Borrower, Guarantor, if any, the Property and, if not subject to a confidentiality agreement, any Tenant of the Improvements. Borrower acknowledges that certain information regarding the Loan and the parties thereto and the Property may be included in a private placement memorandum, prospectus or other disclosure documents. Borrower agrees that each of Borrower, Guarantor and their respective officers and representatives, shall, at no cost or expense to Borrower at Lender’s request, cooperate with Lender’s efforts to arrange for a Securitization in accordance with the market standards to which Lender customarily adheres and/or which may be required by prospective investors or the Rating Agencies in connection with any such Securitization, provided that Borrower shall not be required to increase in any manner Borrower’s obligations, decrease Borrower’s rights or modify in a manner adverse to Borrower any financial obligations of Borrower. Borrower and Guarantor agree to review, at Lender’s request in connection with the Securitization, the Disclosure Documents as such Disclosure Documents relate to Borrower, Guarantor, the Property and the Loan, including, the sections entitled “Risk Factors,” “Special Considerations,” “Description of the Security Instrument,” “Description of the Mortgage Loan and Mortgaged Property,” “The Manager,” “The Borrower,” and “Certain Legal Aspects of the Mortgage Loan,” and shall confirm that the factual statements and representations contained in such sections and such other information in the Disclosure Documents (to the extent such information relates to, or is based on, or includes any information regarding the Property, Borrower, Guarantor, Manager or the Loan) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. (i) Borrower agrees to make upon Lender’s written request, without limitation, to: (a) provide or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies; (c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies; (d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements structural or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies; (e) execute such amendments changes to the Loan Documents as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver (including delivery of one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan and such that new notes or modified note may have different interest rates and amortization schedules), modifications to any documents evidencing or securing the pricing and marketability Loan, creation of the Securities and the size one or more mezzanine loans (including amending Borrower’s organizational structure to provide for one or more mezzanine borrowers), delivery of each class opinions of Securities and the rating assigned counsel acceptable to each such class by the Rating Agencies shall provide or potential investors and addressing such matters as the most favorable rating levels and achieve the optimum rating levels for the LoanRating Agencies or potential investors may require; provided, provided thathowever, (i) the aggregate stated principal amount of the notes, following such amendments or deliver of new or component notes, shall equal the aggregate stated principal amount of the Loan immediately prior thereto, (ii) the weighted average spread of the Loan on the date of such amendment or delivery of new or component notes shall equal the weighted average spread which was applicable to the Loan immediately prior to such adjustment (Borrower acknowledging that in creating such new notes or modified notes may, or mezzanine notes Borrower shall not be required to modify (A) the initial weighted average interest rate payable under the Note (and the weighted average interest rate shall only change in connection with the application of principal to such new notes or modified note following the occurrence event of an Event of DefaultDefault or the application of any Insurance Proceeds or Condemnation Proceeds to the Debt), but (B) the stated maturity of the Note, (C) the aggregate amortization of principal of the Note, (D) any other material economic term of the Loan, (E) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents, or (F) any other term contained in the Loan Documents, the effect of which would be to increase Borrower’s obligations or decrease Borrower’s rights. In connection with the foregoing, Borrower covenants and agrees to modify the Cash Management Agreement to reflect the newly created components or mezzanine loans. (ii) Without limiting the foregoing, Borrower agrees that upon Lender’s request that the respective original principal amounts of Note A-1 and Note A-2 be revised in connection with a Securitization (provided that such revisions shall not otherwise, subsequently cause change the weighted average spread aggregate principal balance of such new notes Notes or modified notes to change and modify any of its terms set forth in clauses (iiic)(i)(A) – (F) above), Borrower shall complete the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes following actions within five (such provisions being incorporated herein by this reference);5) Business Days following Lender’s written request therefore: (fA) if Borrower shall execute and deliver a replacement for each of Note A-1 and Note A-2 with such revised original principal amounts, such replacement Notes to be in the forms executed and delivered as of the closing of the Loan, and upon such execution and delivery, such replacement Notes shall be the Note A-1 and Note A-2 defined herein; and (B) If requested by Lender, review any information regarding any Borrower shall cause its respective counsel to issue supplemental or replacement legal opinions in the form of such counsel’s opinion delivered as of the Propertiesclosing of the Loan with respect to the replacement Notes. (d) If requested by Lender, Borrower shall provide, at no additional cost to Borrower, Mortgage BorrowerLender, Senior Mezzanine Borrowerpromptly upon request, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including with any amendment or supplement to either thereof)financial statements, or other disclosure document financial, statistical or operating information, as Lender reasonably shall determine to be used by Lender or any affiliate thereof; and (g) supply required pursuant to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation D under the Securities Act of 1933 or Regulation S AB under the Securities Act of 1933. Lender and Borrower each shall pay their respective costs and expenses incurred , as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any amendment, modification or replacement thereto or other legal requirements in connection with any private placement memorandum, prospectus or other disclosure documents or any filing pursuant to the Exchange Act in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan Securitization or as shall otherwise be reasonably requested by Lender, including under Sections 2.1.5, 2.1.6 and 2.1.7, . (e) Borrower hereby appoints Lender its attorney-in-fact with full power of substitution (which appointment shall be deemed to be coupled with an interest and to be irrevocable until the Loan is paid solely and the Security Instrument is discharged of record, with Borrower hereby ratifying all that its said attorney shall do by Lendervirtue thereof) to execute and deliver all documents and do all other acts and things necessary or desirable to effect any Securitization authorized hereunder; provided, however, that unless an Event of Default exists, Lender shall not execute or deliver any such documents or do any such acts or things under such power.