Common use of Transfer of Loan Clause in Contracts

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor in such Securities (collectively, “Investors”), to any Rating Agency (defined below) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section including the delivery of an estoppel certificate in accordance with Section 3.16 and such other documents as may be reasonably requested by Lender. Borrower shall also furnish consent of any borrower, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense, provided that such parties shall be subject to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lender.

Transfer of Loan. (a) Lender Indemnitee may, at any time, (i) sell, transfer transfer, pledge or assign the Note, the Loan Agreement, the Mortgage, this Agreement and the other Loan Documents to any Person, and any or all servicing rights with respect thereto thereto, or (ii) grant participations therein to any Person or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”). Lender Indemnitee may forward to any each purchaser, transferee, assignee, pledgee, servicer, participant, participant or investor in such Securities (collectively, “Investors”), to or any Rating Agency (defined below) credit rating agency rating such Securities (the foregoing entities hereinafter collectively referred to as the “Investor”) and to any each prospective Investor, all documents and information which Lender Indemnitee now has or may later hereafter acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases Indemnitor and the Property, whether furnished by BorrowerIndemnitor, any guarantor, any indemnitor(s) guarantor or otherwise, as Lender Indemnitee determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and necessary or desirable. Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree agrees to cooperate with Lender Indemnitee in connection with any transfer made or any Securities created pursuant to this Section including Section, including, without limitation, the delivery of an estoppel certificate required in accordance with Section 3.16 the Loan Agreement and such other documents as may be reasonably requested by LenderIndemnitee. Borrower shall also furnish furnish, and Borrower hereby consent of any borrower, any guarantor and any indemnitor in order to permit Lender Indemnitee furnishing to furnish such Investors or such prospective Investors or such Rating Agency with Investors, any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor the Indemnitor and any indemnitor, and all information concerning the Property and the Leases as may be reasonably requested by LenderIndemnitee, any Investor, Investor or any prospective Investor in connection with any sale, transfer or participation interest. (b) Upon any transfer or proposed transfer contemplated above and by Section 9.1 of the Loan Agreement, at Indemnitee’s request, Indemnitor shall provide an estoppel certificate to the Investor or any Rating Agency prospective Investor in such form, substance and which detail as Indemnitee, such Investor or prospective Investor may be complied with without undue expense, provided that such parties shall be subject to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lenderrequire.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents Note, this Security Instrument and the other Loan Documents, and any or all servicing rights with respect thereto thereto, or (ii) grant participations therein or issue mortgage pass-through certificates or other securities (the “Securities”) evidencing a beneficial interest in a rated or unrated public offering or private placement (collectivelysuch process, the a “SecuritiesSecuritization”). Lender may forward to any each purchaser, transferee, assignee, servicer, participant, or investor in such Securities or any rating agency (collectively, a “InvestorsRating Agency”), to any Rating Agency (defined below) rating such Securities (all of the foregoing entities collectively referred to as the “Investor”) and to any each prospective Investor, all documents and information which Lender now has or may later hereafter acquire relating to the Obligations, Debt and to Borrower, any guarantorGuarantor, any indemnitor(s), the Leases Indemnitor and the Property, whether furnished by Borrower, any guarantorGuarantor, any indemnitor(s) Indemnitor or otherwise, as Lender determines advisable, provided that such parties necessary or desirable. Borrower shall be subject to any Confidentiality Agreement then in effect between Lender promptly furnish and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor Guarantor and any indemnitor agree Indemnitor consent to cooperate with Lender in connection with any transfer made or any Securities created pursuant furnishing to this Section including the delivery of an estoppel certificate in accordance with Section 3.16 and such other documents as may be reasonably requested by Lender. Borrower shall also furnish consent of any borrower, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all available information concerning the Property, the Leases, the financial condition of Borrower, any guarantor Guarantor and any indemnitor, Indemnitor as may be reasonably requested by Lender, any Investor, Investor or any prospective Investor or any Rating Agency (including, but not limited to, copies of information previously supplied to Lender) in connection with any sale, transfer or participation interest. In addition to any other obligations Borrower may have under this Section 16.1, Borrower, SCOLP and any Guarantor or Indemnitor agree to cooperate with Lender and its Affiliates in connection with any transfer made or any Securities created pursuant to this Section, including: (a) making or causing to be made changes or modifications to (i) the Loan Documents, including (1) bifurcating the Note into two or more notes and/or splitting this Security Instrument into two or more mortgages, deeds of trust or deeds to secure debt (as the case may be) of the same or different priorities or otherwise as determined by and acceptable to Lender or (2) dividing 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, however, (1) in the event any new promissory notes evidencing the Loan are prepared and executed in connection with such a separation, Lender shall promptly return the original Note to Borrower and (2) Borrower shall not be required to modify or amend any Loan Document if the overall effect of such modification or amendment would (x) except as the result of an Event of Default and the acceleration of the Loan, change the weighted average interest rate, the maturity, the application of payments or the amortization of principal set forth in the Note, (y) modify or amend any other term of the Note or the other Loan Documents in a manner adverse to Borrower in any material respect, or (z) modify the manner in which Borrower and/or its Affiliates operate the Property or conduct their business operations, (ii) the organizational documents of Borrower and each Affiliate of Borrower required to be a Special Purpose Entity pursuant to the terms of this Security Instrument, (iii) any customary opinion letters, and (iv) other documentation as may be complied with without undue expenserequested by Lender or a Rating Agency; (b) obtaining ratings from two or more Rating Agencies; (c) reviewing sections specifically identified by Lender of prepared offering materials relating to the Property, provided that such parties shall Borrower, SCOLP, any Guarantor or Indemnitor, and making certain representations and warranties as may be subject to any Confidentiality Agreement that is entered into reasonably requested by Lender with regard to such specifically identified sections of offering materials, and consistent with the facts covered by such representations and warranties as they exist on the date thereof; provided, however, such obligation shall not create any such borrowerobligation on the part of Borrower to update the effective date of any representations made by Borrower in connection with the origination of the Loan; (d) promptly delivering updated information on Borrower, guarantor SCOLP, any Guarantor or indemnitor Indemnitor and the Property; (e) participating (including senior management of Borrower, SCOLP and any Guarantor or Indemnitor) in bank, Rating Agency or investor meetings if requested by Lender; and (f) providing Lender and its Affiliates with customary indemnifications regarding misstatements or omissions of material facts. Notwithstanding the foregoing, Borrower shall not be required to incur any costs of Lender or any other party that is specific to not an Affiliate of Borrower in connection with the cooperation of Borrower, SCOLP and any Guarantor or Indemnitor contemplated by this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by LenderSection 16.1.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor in such Securities (collectively, “Investors”), to any Rating Agency (defined below) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section including the delivery of an estoppel certificate in accordance with Section 3.16 and such other documents as may be reasonably requested by LenderXxxxxx. Borrower shall also furnish consent of any borrower, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may be reasonably requested by LenderXxxxxx, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense, provided that such parties shall be subject to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lender.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor in such Securities (collectively, “Investors”), to any Rating Agency (defined below) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases Leases, and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section including the delivery of an estoppel certificate in accordance with Section 3.16 and such other documents as may be reasonably requested by Lender. Borrower shall also furnish consent of any borrower, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense, provided that such parties shall be subject to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lender.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor in such Securities (collectively, “Investors”), to any Rating Agency (defined below) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases Leases, and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section including the delivery of an estoppel certificate in accordance with Section 3.16 and such other documents as may be reasonably requested by Lender. Borrower shall also furnish consent of any borrower, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense, provided that such parties shall be subject to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lender.. Prudential Loan 6 1xx xxx Xxxx (Second Funding)/ Mortgage

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor in such Securities (collectively, “Investors”), to any Rating Agency (defined below) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, any Borrower, any guarantorProperty Manager, any guarantor(s), any indemnitor(s), the Leases Leases, and the Property, whether furnished by any Borrower, any guarantorProperty Manager, any guarantor(s), any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. BorrowerBorrowers, any guarantor and any indemnitor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section 9.06 including the delivery of an estoppel certificate in accordance with Section 3.16 and such other documents as may be reasonably requested by Lender. Borrower Borrowers shall also furnish consent of any borrower, any property manager, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of any Borrower, any Property Manager, any guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense, provided that such parties shall be subject to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lender. Notwithstanding anything to the contrary contained in this Section 9.06, Borrowers shall not be required to pay any direct costs in connection with any transfer of the Loan by Lender other than nominal costs incurred by Borrowers in complying with any request for information made pursuant to this Section 9.06.

Transfer of Loan. (a) Lender Indemnitee may, at any time, (i) sell, transfer or assign the Documents Note, the Loan Agreement, the Security Instrument, this Agreement and the other Loan Documents, and any or all servicing rights with respect thereto thereto, or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”). Lender Indemnitee may forward to any each purchaser, transferee, assignee, servicer, participant, participant or investor in such Securities (collectively, “Investors”), to or any Rating Agency (defined below) credit rating agency rating such Securities (the foregoing entities hereinafter collectively referred to as the “Investor”) and to any each prospective Investor, all documents and information which Lender Indemnitee now has or may later hereafter acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases Indemnitor and the Property, whether furnished by BorrowerIndemnitor, any guarantor, any indemnitor(s) guarantor or otherwise, as Lender Indemnitee determines advisable, provided that necessary or desirable in connection with such parties shall be subject to any Confidentiality Agreement then in effect between Lender Securities. Indemnitor and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to cooperate with Lender Indemnitee in connection with any transfer made or any Securities created pursuant to as described in this Section including Section, including, without limitation, the delivery of an estoppel certificate required in accordance with Section 3.16 the Loan Agreement and such other documents as may be reasonably requested by LenderIndemnitee. Borrower In connection with such Securities, Indemnitor shall also furnish consent of any borrowerfurnish, and Indemnitor and any guarantor and any indemnitor in order hereby consent to permit Lender Indemnitee furnishing to furnish such Investors or such prospective Investors or such Rating Agency with Investors, any and all information concerning the Property, the Leases, the financial condition of Borrower, the Indemnitor and any guarantor and any indemnitor, and all information concerning the Property and the Leases as may be reasonably requested by LenderIndemnitee, any Investor, Investor or any prospective Investor in connection with any sale, transfer or participation interest, in each case, in connection with such Securities. (b) Upon any transfer or proposed transfer contemplated above and by Section 9.1 of the Loan Agreement, at Indemnitee’s request, Indemnitor shall provide an estoppel certificate to the Investor or any Rating Agency prospective Investor in such form, substance and which detail as Indemnitee, such Investor or prospective Investor may be complied with without undue expense, provided that such parties shall be subject to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lenderrequire.

Transfer of Loan. (a) Lender may, at any time, at its own expense (notwithstanding any provision to the contrary that may be contained in the Documents, subject however to the italicized sentence below in this Section 9.06) (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage or deed of trust pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor in such Securities (collectively, “Investors”), to any Rating Agency (defined below) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases Leases, and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to cooperate reasonably with Lender in connection with any transfer made or any Securities created pursuant to this Section including the delivery of an a Borrower’s estoppel certificate in accordance with Section 3.16 and such other documents as may be reasonably requested by LenderLender which do not materially adversely affect Borrower’s rights under the Documents. Any costs associated with the preparation and delivery of the information or items required under the previous sentence shall be borne by Borrower (except that the cost of any additional documents reasonably requested by Lender shall only be borne by Borrower if such documents can be obtained for deminimus cost). Notwithstanding the foregoing, Borrower shall only be required to communicate and correspond, at any one particular point in time, with one Noteholder or servicer with respect to consents or approvals provided for under the Documents; provided, however, the Noteholder or servicer with whom Borrower is required to communicate or correspond may change from time to time during the term of the Loan. Borrower shall also furnish consent of any borrower, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may be reasonably requested by LenderXxxxxx, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense, provided that such parties shall be subject to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loanexpense in excess of $1,000. “Rating Agency” shall mean any one or more credit rating agencies approved by Lender.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage or deed of trust pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor in such Securities (collectively, “Investors”), to any Rating Agency (defined below) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases Leases, and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section including the delivery of an estoppel certificate in accordance with Section 3.16 and such other documents as may be reasonably requested by LenderXxxxxx. Borrower shall also furnish consent of any borrower, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense, provided that such parties shall be subject to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lender.. Prudential Loan No. 706108495 Clarendon Center/Deed of Trust

Transfer of Loan. (a) Subject to the terms of the Loan Agreement, Lender may, at any time, (i) sell, transfer or assign the Documents Note, the Loan Agreement, the Security Instrument, this Agreement and the other Loan Documents, and any or all servicing rights with respect thereto thereto, or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”). Lender may forward to any each purchaser, transferee, assignee, servicer, participant, participant or investor in such Securities or any credit rating agency (collectively, the foregoing entities hereinafter collectively referred to as the “InvestorsInvestor”), to any Rating Agency (defined below) rating such Securities and to any each prospective Investor, all documents and information which Lender now has or may later hereafter acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases Guarantor and the Property, whether furnished by BorrowerGuarantor, any guarantor, any indemnitor(s) other guarantor or otherwise, as Lender determines advisablenecessary or desirable, provided that Lender shall direct the recipients to keep such parties shall be subject information confidential. Guarantor agrees to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to reasonably cooperate with any Lender in connection with any transfer made or any Securities created pursuant to this Section including Section, including, without limitation, the delivery of an estoppel certificate required in accordance with Section 3.16 the Loan Agreement and such other documents as may be reasonably requested by Lendersuch Xxxxxx. Borrower Guarantor shall also furnish consent of furnish, and Guarantor hereby consents to any borrower, any guarantor and any indemnitor in order Lender furnishing to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with Investors, any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor the Guarantor and any indemnitor, and all information concerning the Property and the Leases as may be reasonably requested by such Lender, any Investor, Investor or any prospective Investor in connection with any sale, transfer or any Rating Agency and which may be complied with without undue expenseparticipation interest, provided that Lender shall direct the recipients to keep such parties information confidential. Notwithstanding anything to the contrary contained herein, Guarantor shall not be required to incur any costs of expenses in connection with its obligations arising under this Section 26(a) except for di minimis costs, which costs shall be subject to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lenderincluded in the Borrower Transaction Cost Cap (as defined in Section 9.6 of the Loan Agreement).

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor in such Securities (collectively, “Investors”), to any Rating Agency (defined below) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases Leases, and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable. Lender agrees to use good faith, provided that such parties shall be subject commercially reasonable efforts to any Confidentiality Agreement then in effect between Lender cause all third party Investors and Borrower or Guarantor potential Investors to sign Lender’s standard confidentiality agreement with respect to this Loan, if anysuch documents and information. Borrower, any guarantor and any indemnitor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section 9.06 including the delivery of an estoppel certificate in accordance with Section 3.16 and such other documents as may be reasonably requested by Lender. Borrower shall also furnish consent of any borrower, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense, provided that such parties shall be subject to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lender.

Transfer of Loan. (a) Lender may, at any timetime following the initial funding of the Loan, (i) enter into any Secondary Market Transaction, sell, transfer or assign the Documents and any or all servicing rights with respect thereto or (ii) grant participations therein to the Loan and/or or issue mortgage pass-through certificates or other securities evidencing a beneficial interest Securities (as defined below) in a rated or unrated public offering or private placement (collectively, the “Securities”)connection therewith. Lender may forward to any Rating Agency, each actual or potential purchaser, transferee, assignee, servicer, participant, participant or investor in such Securities any Secondary Market Transaction (collectively, the “Investor” and the “Investors”), to any Rating Agency (defined below) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later hereafter acquire relating to the ObligationsDebt, Sponsor, Indemnitor, Borrower, any guarantor, any indemnitor(s), the Leases and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject necessary or desirable. Subject to any Confidentiality Agreement then in effect between Lender and specific limitations contained herein, Borrower or Guarantor with respect agrees to this Loan, if any. Borrower, any guarantor and any indemnitor agree to reasonably cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section including Secondary Market Transaction, including, without limitation, the delivery of an estoppel certificate in accordance with Section 3.16 therewith, and such other documents as may be reasonably requested by Lender. Borrower shall also furnish consent of any borrower, any guarantor (and any indemnitor in order Borrower consents to permit Lender furnishing) to furnish such Investors or such prospective Investors or such Rating Agency with Agencies any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, Indemnitor or Sponsor as may be reasonably requested by Lender, any InvestorInvestor or Rating Agency in connection with any Secondary Market Transaction. Lender may, from time to time, retain or assign responsibility for servicing the Note, this Security Instrument, and the other Loan Documents, or may delegate some or all of such responsibility and/or obligations to a servicer including, but not limited to, any prospective Investor subservicer, special servicer or any Rating Agency master servicer (each of the forgoing, collectively and which may as applicable, “Servicer”); provided, however, that (I) Borrower shall only be complied required to deal with without undue expense, provided that such parties shall be subject one Servicer designated from time to time with respect to any Confidentiality Agreement consents, approvals, notices, required from, or to, Lender pursuant to the Loan Documents (it being understood that is entered into by Lender other Servicers may replace and/or otherwise succeed such Servicer and any Servicer may need to consult with other Persons that hold a portion of Lender's rights and obligations under the Loan or with the Rating Agencies in connection with any such borrowerconsent, guarantor approval or indemnitor that notice), (II) the time periods for Lender approvals under the Loan Documents (to the extent applicable) shall not be increased and Borrower shall not be required to pay multiple fees and expenses (or higher fees and expenses) if more than one Servicer is specific consulted by such Servicer and (III) other than Borrower’s right to refuse to deal with multiple Servicers and/or to pay the fees of multiple Servicers, in each case, in a manner consistent with the foregoing, the failure of Lender or any Servicer to comply with the provisions of this Loansentence shall not otherwise waive, abrogate or otherwise affect Borrower's other obligations hereunder or any of the other Loan Documents. “Rating Agency” Lender may make such assignment or delegation on behalf of the Investors if the Note is sold or this Security Instrument or the other Loan Documents are assigned. All references to Lender herein shall mean refer to and include any one or more credit rating agencies approved by Lendersuch servicer to the extent applicable.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage or deed of trust pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor in such Securities (collectively, “Investors”), to any Rating Agency (defined below) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases Leases, and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section including the delivery of an estoppel certificate in accordance with Section 3.16 and such other documents as may be reasonably requested by LenderLxxxxx. Borrower shall also furnish any consent of any borrowerBorrower, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor Guarantor and any indemnitor, as may be reasonably requested by LenderLxxxxx, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense. Lender shall require that such prospective Investors and Rating Agencies comply with reasonable confidentiality restrictions respecting the financial information concerning Guarantor and CNL HHC Partners, LP, provided that the subject financial information concerning Guarantor and CNL HHC Partners, LP, is not otherwise available to Lender or the public by electronic or hard copy publications, and Lender shall have no liability whatsoever for any claim or loss arising from and such parties shall be subject Investors or Rating Agencies failing to any Confidentiality Agreement that is entered into by Lender comply with any such borrower, guarantor or indemnitor that is specific to this Loanthe terms thereof. “Rating Agency” shall mean any one or ore more credit rating agencies approved by Lender.

Transfer of Loan. (a) Lender may, at any timetime and at no cost to Borrower, (i) sell, transfer or assign the Documents Note, this Security Instrument and the Other Loan Documents, and any or all servicing rights with respect thereto thereto, or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”). Lender may forward to any each purchaser, transferee, assignee, servicer, participant, or investor in such Securities or any Rating Agency (as hereinafter defined) rating such Securities (collectively, the “InvestorsInvestor”), to any Rating Agency (defined below) rating such Securities and to any each prospective Investor, all documents and information which Lender now has or may later hereafter acquire relating to the Obligations, Debt and to Borrower, any guarantorGuarantor, any indemnitor(s), the Leases and the Property, whether furnished by Borrower, any guarantorGuarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided necessary or desirable. The term “Rating Agency” shall mean each statistical rating agency that such parties shall be subject has assigned a rating to any Confidentiality Agreement then in effect between Lender the Securities. Borrower and Borrower or each Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to reasonably cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section including the delivery of an estoppel certificate in accordance with Section 3.16 and such other documents as may be reasonably requested by LenderSection. Borrower shall also promptly furnish and Borrower and each Guarantor consent of any borrower, any guarantor and any indemnitor in order to permit Lender furnishing to furnish such Investors or such prospective Investors or such Rating Agency with any and all available information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, Guarantor as may be reasonably requested by Lender, any Investor, Investor or any prospective Investor or any Rating Agency and which (including, but not limited to, copies of information previously supplied to Lender) in connection with any sale, transfer or participation interest. In addition to any other obligations Borrower may have under this Section 16.1, Borrower shall execute such amendments to the Loan Documents as may be complied reasonably requested by the holder of the Note or any Investor to effect the assignment of the Note and the other Loan Documents and/or issuance of Securities including (i) bifurcating the Note into two or more notes and/or splitting this Security Instrument into two or more mortgages, deeds of trust or deeds to secure debt (as the case may be) of the same or different priorities or otherwise as determined by and acceptable to Lender, or (ii) dividing 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, however, that 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 maturity or the amortization of principal set forth in the Note, or (z) modify or amend any other material terms of the Note or the other Loan Documents. Borrower shall deliver such additional opinions in form and substance substantially similar to the opinions delivered on the date hereof in connection with without undue expenseany transfer made or any Securities created pursuant to this Section. Nothing contained herein or in any other Loan Document shall be construed to obligate Lender to sell, transfer or assign the Loan in a securitization or otherwise. Lender may divulge to any Investor (as hereinafter defined) all such information, and furnish to such Investor copies of any such reports, financial statements, certificates, and documents obtained under any provision of this Agreement, or related agreements and documents, provided that such parties information shall be subject to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lenderprovided on a confidential basis.

Transfer of Loan. Borrower acknowledges that Lender and its successors and assigns may (ai) sell the Note, this Security Instrument and the other Loan Documents and any and all servicing rights thereto to one or more investors as a whole loan, (ii) participate the Loan to one or more investors, (iii) deposit the Note, this Security Instrument and the 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 herein each referred to as a “Secondary Market Transaction”). In connection with a Secondary Market Transaction, Lender and its successors and assigns may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-pass through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”). Lender may forward to any each purchaser, transferee, assignee, servicer, participant, or investor in such Securities (collectively, “Investors”), to or any Rating Agency (defined below) rating such Securities (all of the foregoing entities collectively referred to as the “investor”) and to any each prospective Investor, all documents and information which Lender now has or may later hereafter acquire relating to the Obligations, Debt and to Borrower, any guarantor, any indemnitor(s), the Leases Guarantor and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) Guarantor or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and necessary or desirable. Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree agrees to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section including the delivery of an estoppel certificate in accordance with Section 3.16 and such other documents as may be reasonably requested by Lender. Borrower shall also promptly furnish consent of any borrower, any guarantor and any indemnitor in order Borrower consents to permit Lender furnishing to furnish such Investors or such prospective Investors or such any Rating Agency with any and all available information concerning the Property, the Leases, the financial condition of Borrower, any guarantor Borrower and any indemnitor, Guarantor as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency (including, but not limited to, copies of information previously supplied to Lender) in connection with any sale, transfer or participation interest. In addition to any other obligations Borrower may have under this Section, Borrower shall execute such amendments to the Loan Documents and which Borrower’s organizational documents as may be complied with without undue expenserequested by the holder of the Note or any Investor to effect the assignment of the Note and the other Loan Documents and/or issuance of Securities; provided, provided however, that Borrower shall not be required to modify or amend any Loan Document if the overall effect of such parties shall be subject to modification or amendment would modify or amend any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor material economic term of the Note or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lender.the other Loan Documents

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest Securities (as defined in a rated or unrated public offering or private placement (collectively, the “Securities”Loan Agreement). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor Investors (as defined in such Securities (collectively, “Investors”the Loan Agreement), to any Rating Agency (as defined belowin the Loan Agreement) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, Property Manager, any guarantor, any indemnitor(s), the Leases Leases, and the Property, whether furnished by Borrower, Property Manager, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor of Borrower’s obligations under the Documents agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section 5.04 including the delivery of an estoppel certificate in accordance with Section 3.16 of the Loan Agreement and such other documents as may be reasonably requested by Lender. Borrower shall also furnish consent of any borrowerBorrower, any property manager, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense, provided that such parties shall be subject to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lender.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor in such Securities (collectively, “Investors”), to any Rating Agency (defined below) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section including the delivery of an estoppel certificate in accordance with Section 3.16 and such other documents as may be reasonably requested by Lender. Borrower shall also furnish consent of any borrower, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may be reasonably requested by LenderLexxxx, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense, provided that such parties shall be subject to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lender.

Transfer of Loan. (a) Lender may, at any time, (i1) sell, transfer or assign the Documents Loan or any portion thereof (including, without limitation, this Agreement, the Note, the Building Loan Mortgage and the other Loan Documents, and any or all servicing rights with respect thereto thereto), or (ii) grant participations therein (provided, however, that except during the occurrence and continuance of an Event of Default, any such sale, transfer, assignment or participation of the Loan or a portion thereof shall not be to a Prohibited Transferee or any Assignee of a Prohibited Transferee) or (2) issue mortgage pass-through pass‑through certificates or other securities (the “Securities”) evidencing a beneficial interest in a rated or unrated public offering or private placement (such sales, transfers, assignments, participations, offerings and/or placements, collectively, the a “SecuritiesSecuritization”). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more securitizations. Lender may forward to any each purchaser, transferee, assignee, servicer, participant, participant or investor in such participations or Securities (collectively, the “InvestorsInvestor”), to ) or any Rating Agency (defined below) rating such Securities and to any Securities, each prospective Investor, and any organization maintaining databases on the underwriting and performance of commercial mortgage loans, all documents and information which Lender now has or may later hereafter acquire relating to the Obligations, Loan or to Borrower, any guarantor, any indemnitor(s), the Leases and Guarantor or the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) Guarantor or otherwise, as Lender determines advisablenecessary or desirable, provided that such parties shall be subject including, without limitation, financial statements relating to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor Guarantor, the Property and any indemnitor agree Tenant at the Property provided, however, Lender shall not disclose any of Guarantor’s financial statements unless, Lender shall have first entered into a customary form of confidentiality agreement with the applicable recipient(s). Subject to cooperate Lender’s compliance with Lender in connection with any transfer made or any Securities created pursuant to this Section including the delivery of an estoppel certificate in accordance with Section 3.16 and such other documents as may be reasonably requested by Lender. foregoing confidentiality obligations, Borrower shall also furnish consent of any borrower, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with irrevocably waives any and all information concerning the Propertyrights it may have under law or in equity to prohibit such disclosure, the Leases, the financial condition including but not limited to any right of Borrowerprivacy. Subject to Section 9.1(b), any guarantor and any indemnitor, assignee shall be treated as may be reasonably requested by Lendera Lender for all purposes hereunder. Subject to Section 9.1(c), any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense, provided that such parties purchaser of a participation interest shall be subject entitled to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lender.the benefits of Section 2.10.1

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest Securities (as defined in a rated or unrated public offering or private placement (collectively, the “Securities”Loan Agreement). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor Investors (as defined in such Securities (collectively, “Investors”the Loan Agreement), to any Rating Agency (as defined belowin the Loan Agreement) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases Leases, and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable. Lender agrees to use good faith, provided that such parties shall be subject commercially reasonable efforts to any Confidentiality Agreement then in effect between Lender cause all third-party Investors and Borrower or Guarantor potential Investors to sign Lender’s standard confidentiality agreement with respect to this Loanall documents and information provided to such Investors relating to the Obligations, if anyBorrower, any guarantor, any indemnitor(s), the Leases, and the Property, which shall include market and customary exceptions and qualifications. Borrower, any guarantor and any indemnitor of 9 Borrower’s obligations under the Documents agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section 5.04 including the delivery of an estoppel certificate in accordance with Section 3.16 of the Loan Agreement and such other documents as may be reasonably requested by Lender. Borrower shall also furnish any consent of any borrowerBorrower, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense. (b) Borrower agrees that upon any assignment or transfer of the Documents by Lender to any third party, provided that Borrower hereby waiving prior notice of any such parties transfer, Lender shall have no obligations or liabilities under the Documents, such third party shall be subject substituted as the lender under the Documents for all purposes, and, following Borrower’s receipt of written notice of such transfer, Borrower shall look solely to such third party for the performance of any obligations under the Documents or with respect to the Loan. (c) Upon an assignment or other transfer of the Documents, Lender may, at its discretion, pay over the Deposits in its possession and deliver all other collateral mortgaged, granted, pledged or assigned pursuant to the Documents, or any part thereof, to the transferee who shall thereupon become vested with all the rights herein or under applicable law given to Lender with respect thereto, and Lender shall thereafter forever be relieved and fully discharged from any liability or responsibility in the matter; but Lender shall retain all rights hereby given to it with respect to any Confidentiality Agreement that is entered into by Lender liabilities and the collateral not so transferred to Borrower or to the assignee or transferee of the Documents. If the Deposits are transferred or assigned to the assignee or transferee, then Borrower shall then look solely to such assignee or transferee with respect thereto. This provision shall apply to every transfer of the Deposits and any such borrowerother collateral mortgaged, guarantor granted, pledged or indemnitor that is specific assigned pursuant to this Loanthe Documents, or any part thereof, to a new assignee or transferee. “Rating Agency” Subject to the provisions of Section 5.01 of the Loan Agreement, a transfer of title to the Land shall mean any one or more credit rating agencies approved by Lenderautomatically transfer to the new owner the beneficial interest in the Deposits.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest Securities (as defined in a rated or unrated public offering or private placement (collectively, the “Securities”Loan Agreement). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor Investors (as defined in such Securities (collectively, “Investors”the Loan Agreement), to any Rating Agency (as defined belowin the Loan Agreement) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, Property Manager, any guarantor, any indemnitor(s), the Leases Leases, and the Property, whether furnished by Borrower, Property Manager, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor of Borrower’s obligations under the Documents agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section 5.04 including the delivery of an estoppel certificate in accordance with Section 3.16 of the Loan Agreement and such other documents as may be reasonably requested by Lender. Borrower shall also furnish consent of any borrowerBorrower, any property manager, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense. (b) Borrower agrees that upon any assignment or transfer of the Documents by Lender to any third party, provided that Lender shall have no obligations or liabilities under the Documents for the period from and after such parties assignment or transfer, such third party shall be subject substituted as the lender under the Documents for all purposes, and Borrower shall look solely to such third party for the performance of any obligations under the Documents or with respect to the Other Loan arising from and after the date of such assignment or transfer. Prudential Loan No. 706109394 CNL BV Portfolio Deed of Trust, Security Agreement and Fixture Filing (West Hills - Second) (c) Upon an assignment or other transfer of the Documents, Lender may, at its discretion, pay over the Deposits in its possession and deliver all other collateral mortgaged, granted, pledged or assigned pursuant to the Documents, or any part thereof, to the transferee who shall thereupon become vested with all the rights herein or under applicable law given to Lender with respect thereto, and Lender shall thereafter forever be relieved and fully discharged from any liability or responsibility in the matter, but Lender shall retain all rights hereby given to it with respect to any Confidentiality Agreement that is entered into by Lender liabilities and the collateral not so transferred to Borrower or to the assignee or transferee of the Documents. If the Deposits are transferred or assigned to the assignee or transferee, then Borrower shall then look solely to such assignee or transferee with respect thereto. This provision shall apply to every transfer of the Deposits and any such borrowerother collateral mortgaged, guarantor granted, pledged or indemnitor that is specific assigned pursuant to this Loanthe Documents, or any part thereof, to a new assignee or transferee. “Rating Agency” Subject to the provisions of Section 5.01 of the Loan Agreement, a transfer of title to the Land shall mean any one or more credit rating agencies approved by Lenderautomatically transfer to the new owner the beneficial interest in the Deposits.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage or deed of trust pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor in such Securities (collectively, “Investors”), to any Rating Agency (defined below) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases Leases, and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section including the delivery of an estoppel certificate in accordance with Section 3.16 and such other documents as may be reasonably requested by Lender. Borrower shall also furnish any consent of any borrowerBorrower, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor Guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense. Lender shall require that such prospective Investors and Rating Agencies comply with reasonable confidentiality restrictions respecting the financial information concerning Guarantor and CNL HHC Partners, LP, provided that the subject financial information concerning Guarantor and CNL HHC Partners, LP is not otherwise available to Lender or the public by electronic or hard copy publications, and Lender shall have no liability whatsoever for any claim or loss arising from and such parties shall be subject Investors or Rating Agencies failing to any Confidentiality Agreement that is entered into by Lender comply with any such borrower, guarantor or indemnitor that is specific to this Loanthe terms thereof. “Rating Agency” shall mean any one or ore more credit rating agencies approved by Lender.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest Securities (as defined in a rated or unrated public offering or private placement (collectively, the “Securities”Loan Agreement). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor Investors (as defined in such Securities (collectively, “Investors”the Loan Agreement), to any Rating Agency (as defined belowin the Loan Agreement) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, Property Manager, any guarantor, any indemnitor(s), the Leases Leases, and the Property, whether furnished by Borrower, Property Manager, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor of Borrower’s obligations under the Documents agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section 5.04 including the delivery of an estoppel certificate in accordance with Section 3.16 of the Loan Agreement and such other documents as may be reasonably requested by Lender. Borrower shall also furnish consent of any borrowerBorrower, any property manager, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense. Prudential Loan No. 706109330 CNL BV Portfolio Deed of Trust and Security Agreement (with Fixture Filing) (Auburn Xxxxxxx - First) (b) Borrower agrees that upon any assignment or transfer of the Documents by Lender to any third party, provided that Lender shall have no obligations or liabilities under the Documents for the period from and after such parties assignment or transfer, such third party shall be subject substituted as the lender under the Documents for all purposes, and Borrower shall look solely to such third party for the performance of any obligations under the Documents or with respect to the Loan arising from and after the date of such assignment or transfer. (c) Upon an assignment or other transfer of the Documents, Lender may, at its discretion, pay over the Deposits in its possession and deliver all other collateral mortgaged, granted, pledged or assigned pursuant to the Documents, or any part thereof, to the transferee who shall thereupon become vested with all the rights herein or under applicable law given to Lender with respect thereto, and Lender shall thereafter forever be relieved and fully discharged from any liability or responsibility in the matter, but Lender shall retain all rights hereby given to it with respect to any Confidentiality Agreement that is entered into by Lender liabilities and the collateral not so transferred to Borrower or to the assignee or transferee of the Documents. If the Deposits are transferred or assigned to the assignee or transferee, then Borrower shall then look solely to such assignee or transferee with respect thereto. This provision shall apply to every transfer of the Deposits and any such borrowerother collateral mortgaged, guarantor granted, pledged or indemnitor that is specific assigned pursuant to this Loanthe Documents, or any part thereof, to a new assignee or transferee. “Rating Agency” Subject to the provisions of Section 5.01 of the Loan Agreement, a transfer of title to the Land shall mean any one or more credit rating agencies approved by Lenderautomatically transfer to the new owner the beneficial interest in the Deposits.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Loan, the Loan Documents and any or all servicing rights with respect thereto thereto, or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”) secured by or evidencing ownership interests in the Note and the Mortgage (each such sale, assignment, participation and/or securitization, a “Secondary Market Transaction”). Lender may forward to any each purchaser, transferee, assignee, servicer, participant, or investor in such Securities (collectively, “Investors”), to or any Rating Agency (defined belowall of the foregoing entities collectively referred to as the “Investor”) rating such Securities and to any each prospective Investor, all documents and information which Lender now has or may later hereafter acquire relating to the Obligations, Loan and to Borrower, any guarantor, any indemnitor(s), the Leases Borrower Representative and Guarantor and the Property, whether furnished by Borrower, any guarantorthe Borrower Representative, any indemnitor(s) Guarantor or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower necessary or Guarantor with respect to this Loan, if anyappropriate. Borrower, any guarantor the Borrower Representative and any indemnitor Guarantor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section including the delivery of an estoppel certificate in accordance with Section 3.16 and such other documents as may be reasonably requested by LenderSection. Borrower shall also promptly furnish and Borrower, the Borrower Representative, Guarantor consent of any borrower, any guarantor and any indemnitor in order to permit Lender furnishing to furnish such Investors or such prospective Investors or such Rating Agency with any and all available information concerning the Property, the Leases, the financial condition of Borrower, any guarantor the Borrower Representative and any indemnitor, Guarantor (the “Provided Information”) as may be reasonably requested by Lender, any Investor, Investor or any prospective Investor or any Rating Agency (including, but not limited to, copies of information previously supplied to Lender) in connection with any sale, transfer or participation interest. In addition to any other obligations Borrower may have hereunder, Borrower shall execute such amendments to the Loan Documents and which Borrower’s organizational documents as may be complied with without undue expense, provided that such parties shall be subject requested by the holder of the Note or any Investor to any Confidentiality Agreement that is entered effect the assignment of the Note and the other Loan Documents and/or issuance of Securities including (i) bifurcating the Note into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one two or more credit rating agencies approved notes and/or splitting the Mortgage into two or more mortgages of the same or different priorities or otherwise as determined by and acceptable to Lender or (ii) dividing the Note into multiple components corresponding to tranches of certificates to be issued in a Secondary Market Transaction 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 (y) change the initial weighted average interest rate, the maturity or the amortization of principal set forth in the Note, or (z) modify or amend any other material economic term of the Note or the other Loan Documents. Lender will pay all costs and expenses associated with a Secondary Market Transaction.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or ---------------- assign the Documents Note, this Security Instrument and the other Loan Documents, and any or all servicing rights with respect thereto thereto, or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “"Securities”"). Lender may forward to any each purchaser, transferee, assignee, servicer, participant, or investor in such Securities or any rating agency (collectively, “Investors”), to any a "Rating Agency (defined belowAgency") rating such Securities (all of the foregoing entities collectively referred to as the "Investor") and to any each prospective Investor, all documents and information which Lender now has or may later hereafter acquire relating to the Obligations, Debt and to Borrower, any guarantorGuarantor, any indemnitor(s), the Leases Indemnitor and the Property, whether furnished by Borrower, any guarantorGuarantor, any indemnitor(s) Indemnitor or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower necessary or Guarantor with respect to this Loan, if anydesirable. Borrower, any guarantor Guarantor and any indemnitor Indemnitor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section including the delivery of an estoppel certificate in accordance with Section 3.16 and Section, provided such other documents as may be reasonably requested by Lendercooperation does not require Borrower to incur any material cost or expense. Borrower shall also furnish consent of any borrowerand Borrower, any guarantor Guarantor and any indemnitor in order Indemnitor consent to permit Lender furnishing to furnish such Investors or such prospective Investors or such Rating Agency with any and all available information concerning the Property, the Leases, the financial condition of Borrower, any guarantor Guarantor and any indemnitorIndemnitor as may be requested by Lender, any Investor or any prospective Investor or Rating Agency in connection with any sale, transfer or participation interest. In addition to any other obligations Borrower may have under this Section 16.1, Borrower shall (a) execute such amendments to the Loan Documents and Borrower's organizational documents as may be requested by the holder of the Note or any Investor to effect the assignment of the Note and the other Loan Documents and/or issuance of Securities including (i) bifurcating the Note into two or more notes and/or splitting this Security Instrument into two or more mortgages, deeds of trust or deeds to secure debt (as the case may be) of the same or different priorities or otherwise as determined by and acceptable to Lender or (ii) dividing 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, however, that 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 interest rate, the maturity or the amortization of principal set forth in the Note, or (z) modify or amend any other material economic term of the Note or the other Loan Documents and (b) at Borrower's expense, cause counsel to render opinions which may be relied upon by the holder of the Note and the Rating Agency as to non-consolidation or any other opinion customary in securitization transactions or which otherwise may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency with respect to the Property or Borrower and its affiliates, which may be complied with without undue expense, provided that such parties counsel and opinions shall be subject reasonably satisfactory to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lenderthe Investor.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer transfer, encumber, pledge or assign the Loan Documents or any portion thereof, and any or all servicing rights with respect thereto (collectively, a “Transfer”), or (ii) grant participations therein (a “Participation”) or issue mortgage pass-through certificates or other securities (the “Securities”) evidencing a beneficial interest in a rated or unrated public offering or private placement (collectivelya “Securitization”). In the case of a Transfer, the transferee shall have, to the extent of such Transfer, the rights, benefits and obligations of “Securities”)Lender” under the Loan Documents. Lender may forward to any each purchaser, transferee, assignee, servicer, participant, or investor in such Securities Transfer, Participation or Securitization or any Rating Agency rating such Securitization (collectively, the “InvestorsInvestor”), to ) that executes and delivers Lender’s form of (or another customary) non-disclosure agreement and each prospective Investor or any Rating Agency (defined below) rating such Securities agency maintaining databases on the underwriting and to any prospective Investorperformance of commercial mortgage loans, all documents and information which Lender now has or may later hereafter acquire relating to the ObligationsLoan, the Mortgaged Property, Borrower, any guarantorPrincipal, and any indemnitor(s), the Leases and the PropertyIndemnitor, whether furnished provided by Borrower, any guarantorIndemnitor, any indemnitor(s) or otherwise, as Lender reasonably determines advisablenecessary or desirable. Borrower irrevocably waives any and all rights it may have under applicable state or federal law to prohibit disclosure in accordance with the provisions of this Section 14.13, including any right of privacy. Further Borrower acknowledges that such information may be transmitted via the internet or by email. Lender will notify Borrower in writing of any Transfer of the Loan or any portion thereof, to the extent such Transfer occurs prior to Completion. Notwithstanding anything to the contrary, provided that such parties no Event of Default exists and prior to Completion, Lender shall not resign as the Administrative Agent without Borrower’s consent, which consent shall not be subject unreasonably withheld, conditioned or delayed. As long as no Event of Default exists, at all times prior to any Confidentiality Agreement then in effect between the Completion of Construction Work and funding of the entire Loan (or if less than the Maximum Loan Amount has been funded on the date the Borrower achieves Completion, Lender and Borrower or Guarantor with respect having no further obligation to this Loanmake a Disbursement to Borrower), if any. Borrower, any guarantor and any indemnitor agree to cooperate with Lender shall: (i) in connection with any a Transfer of a fifty percent (50%) or less interest in the Loan, make such transfer made or any Securities created pursuant only to this Section an Institutional Real Estate Investor with a net worth of at least $500,000,000 and liquidity (including uncalled capital commitments, commitments from parent entities, and lines of credit) in an amount not less than the delivery lesser of (x) 125% of said entity’s pro-rata share of the then un-funded Loan amount, and (y) the sum of 100% of said entity’s pro-rata share of the then unfunded Loan amount and $10,000,000; and (ii) in connection with the Transfer of greater than a fifty percent (50%) interest in the Loan, make such Transfer only to an estoppel certificate Institutional Real Estate Investor with a net worth of at least $1,000,000,000 and liquidity (including uncalled capital commitments, commitments from parent entities, and lines of credit) in accordance with Section 3.16 an amount not less than the lesser of: (A) 125% of said entity’s pro-rata share of the then unfunded Loan amount, and such other documents as may be reasonably requested by Lender. Borrower shall also furnish consent (B) the sum of any borrower, any guarantor 100% of said entity’s pro-rata share of the unfunded Loan amount and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense, provided that such parties shall be subject to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lender$20,000,000.

Transfer of Loan. (a) Lender may, at any timetime following the initial funding of the Loan, (i) enter into any Secondary Market Transaction, sell, transfer or assign the Documents and any or all servicing rights with respect thereto or (ii) grant participations therein to the Loan and/or or issue mortgage pass-through certificates or other securities evidencing a beneficial interest Securities (as defined below) in a rated or unrated public offering or private placement (collectively, the “Securities”)connection therewith. Lender may forward to any Rating Agency, each actual or potential purchaser, transferee, assignee, servicer, participant, participant or investor in such Securities any Secondary Market Transaction (collectively, the “Investor” and the “Investors”), to any Rating Agency (defined below) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later hereafter acquire relating to the ObligationsDebt, Sponsor, Indemnitor, Borrower, any guarantor, any indemnitor(s), the Leases and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject necessary or desirable. Subject to any Confidentiality Agreement then in effect between Lender and specific limitations contained herein, Borrower or Guarantor with respect agrees to this Loan, if any. Borrower, any guarantor and any indemnitor agree to reasonably cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section including Secondary Market Transaction, including, without limitation, the delivery of an estoppel certificate in accordance with Section 3.16 therewith, and such other documents as may be reasonably requested by Lender. Borrower shall also furnish consent of any borrower, any guarantor (and any indemnitor in order Borrower consents to permit Lender furnishing) to furnish such Investors or such prospective Investors or such Rating Agency with Agencies any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, Indemnitor or Sponsor as may be reasonably requested by Lender, any InvestorInvestor or Rating Agency in connection with any Secondary Market Transaction. Lender may, from time to time, retain or assign responsibility for servicing the Note, this Security Instrument, and the other Loan Documents, or may delegate some or all of such responsibility and/or obligations to a servicer including, but not limited to, any prospective Investor subservicer, special servicer or any Rating Agency master servicer (each of the forgoing, collectively and which may as applicable, “Servicer”); provided, however, that (I) Borrower shall only be complied required to deal with without undue expense, provided that such parties shall be subject one Servicer designated from time to time with respect to any Confidentiality Agreement consents, approvals, notices, required from, or to, Lender pursuant to the Loan Documents (it being understood that is entered into by Lender other Servicers may replace and/or otherwise succeed such Servicer and any Servicer may need to consult with other Persons that hold a portion of Lender's rights and obligations under the Loan or with the Rating Agencies in connection with any such borrowerconsent, guarantor approval or indemnitor that notice), (II) the time 59 periods for Lender approvals under the Loan Documents (to the extent applicable) shall not be increased and Borrower shall not be required to pay multiple fees and expenses (or higher fees and expenses) if more than one Servicer is specific consulted by such Servicer and (III) other than Borrower’s right to refuse to deal with multiple Servicers and/or to pay the fees of multiple Servicers, in each case, in a manner consistent with the foregoing, the failure of Lender or any Servicer to comply with the provisions of this Loansentence shall not otherwise waive, abrogate or otherwise affect Borrower's other obligations hereunder or any of the other Loan Documents. “Rating Agency” Lender may make such assignment or delegation on behalf of the Investors if the Note is sold or this Security Instrument or the other Loan Documents are assigned. All references to Lender herein shall mean refer to and include any one or more credit rating agencies approved by Lendersuch servicer to the extent applicable.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Loan, the Loan Documents and any or all servicing rights with respect thereto thereto, or (ii) grant participations therein or issue mortgage pass-–through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”) secured by or evidencing ownership interests in the Note and the Security Instrument (each such sale, assignment, participation or securitization, a “Secondary Market Transaction”). Lender may forward to any each purchaser, transferee, assignee, servicer, participant, or investor in such Securities or any NRSRO (collectively, all of the foregoing entities collectively referred to as the “InvestorsInvestor”), to any Rating Agency (defined below) rating such Securities and to any each prospective Investor, all documents and information which Lender now has or may later hereafter acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases Loan and to Borrower and Guarantor and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) Guarantor or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender necessary or appropriate. (b) Borrower and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section including the delivery of an estoppel certificate in accordance with Section 3.16 and such other documents as may be reasonably requested by Lender9.1. Borrower shall also furnish promptly furnish, and Borrower and Guarantor consent of any borrowerto Lender furnishing, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all available information concerning the Property, the Leases, the financial condition of BorrowerBorrower and Guarantor as may be requested by Lender, any guarantor Investor or any prospective Investor or Rating Agency (including, but not limited to, copies of information previously supplied to Lender) in connection with any sale, transfer or participation interest. In addition to any other obligations Borrower may have hereunder, Borrower shall execute such amendments to the Loan Documents and any indemnitor, Borrower’s organizational documents as may be requested by the holder of the Note or any Investor to effect the assignment of the Note and the other Loan Documents or issuance of Securities including (i) bifurcating the Note into two or more notes or splitting the Security Instrument into two or more instruments of the same or different priorities or otherwise as determined by and acceptable to Lender or (ii) dividing the Note into multiple components corresponding to tranches of certificates to be issued in a Secondary Market Transaction 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 (y) change the initial weighted average interest rate, the maturity or the amortization of principal set forth in the Note, or (z) modify or amend any other material economic term of the Note or the other Loan Documents. Subject to Section 9.3, none of Borrower or Guarantor shall be required to reimburse Lender for any of Lender’s costs or expenses in connection with a Secondary Market Transaction. (c) If requested by Lender, Borrower shall provide Lender, promptly upon request, with any financial statements, financial, statistical or operating information or other information as Lender shall reasonably determine is necessary or appropriate (including items required (or items that would be required if the Securities issued in connection with a Secondary Market Transaction were offered publicly) to satisfy any and all disclosure requirements pursuant to the Securities Act (including, but not limited to, Regulation AB), the Exchange Act, any other applicable securities laws or any amendment, modification or replacement to any of the foregoing) or required by any other Legal Requirements, in each case, in connection with any Disclosure Document (as hereinafter defined) or any filings pursuant to the Exchange Act in connection with or relating to the Secondary Market Transaction (an “Exchange Act Filing”) or as may otherwise be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense, provided that such parties shall be subject to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lender.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor in such Securities (collectively, “Investors”), to any Rating Agency (defined below) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, Lessee, any guarantor, any indemnitor(s), the Leases Leases, and the Property, whether furnished by Borrower, Lessee, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable. As a precondition to the receipt of any non-public or otherwise confidential information about Borrower, provided that Lessee, any guarantor, any indemnitor(s), the Leases, and the Property, such parties Investors shall agree to be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loanbound by a confidentiality agreement. At the request of Lender, if any. Borrower, Lessee, any guarantor and any indemnitor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section including the delivery of an estoppel certificate in accordance with Section 3.16 4.16 of the Loan Agreement and such other representations, warranties, agreements and documents as are customary and usual in the marketplace or as may be reasonably requested required by Lender. Borrower shall also furnish consent of Lender or any borrower, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency in connection with any transfer made or any Securities created pursuant to this Section, and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor shall use diligent efforts to obtain such documents and any indemnitor, agreement from Tenants and other third parties as may be reasonably requested requested; provided, that Borrower shall not be required to incur (i) any liability beyond the scope of the Documents, or (ii) any material unreasonable expense (unless the same is reimbursed by Lender). For purposes of the preceding sentence, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense, provided that such parties expense in excess of $5,000 shall be subject to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loandeemed a “material unreasonable expense”. “Rating Agency” shall mean any one or more credit rating agencies approved by Lender.

Transfer of Loan. (a) Subject to the terms of the Loan Agreement, Lender may, at any time, (i) sell, transfer or assign the Documents Note, the Loan Agreement, the Security Instrument, this Agreement and the other Loan Documents, and any or all servicing rights with respect thereto thereto, or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”). Lender may forward to any each purchaser, transferee, assignee, servicer, participant, participant or investor in such Securities or any credit rating agency (collectively, the foregoing entities hereinafter collectively referred to as the “InvestorsInvestor”), to any Rating Agency (defined below) rating such Securities and to any each prospective Investor, all documents and information which Lender now has or may later hereafter acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases Guarantor and the Property, whether furnished by BorrowerGuarantor, any guarantor, any indemnitor(s) other guarantor or otherwise, as Lender determines advisablenecessary or desirable, provided that Lender shall direct the recipients to keep such parties shall be subject information confidential. Guarantor agrees to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to reasonably cooperate with any Lender in connection with any transfer made or any Securities created pursuant to this Section including Section, including, without limitation, the delivery of an estoppel certificate required in accordance with Section 3.16 the Loan Agreement and such other documents as may be reasonably requested by Lendersuch Xxxxxx. Borrower Guarantor shall also furnish consent of furnish, and Guarantor hereby consents to any borrower, any guarantor and any indemnitor in order Lender furnishing to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with Investors, any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor the Guarantor and any indemnitor, and all information concerning the Property and the Leases as may be reasonably requested by such Lender, any Investor, Investor or any prospective Investor in connection with any sale, transfer or any Rating Agency and which may be complied with without undue expenseparticipation interest, provided that Lender shall direct the recipients to keep such parties information confidential. Notwithstanding anything to the contrary contained herein, Guarantor shall not be required to incur any costs of expenses in connection with its obligations arising under this Section 27(a) except for di minimis costs, which costs shall be subject to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lenderincluded in the Borrower Transaction Cost Cap (as defined in Section 9.6 of the Loan Agreement).

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents Note, this Security Instrument and the Other Security Documents, and any or all servicing rights with respect thereto thereto, or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”). Lender may forward to any each purchaser, transferee, assignee, servicer, participant, participant or investor in such Securities or any Rating Agency rating such Securities (collectively, the “InvestorsInvestor”), to any Rating Agency (defined below) rating such Securities and to any each prospective Investor, all documents and information which Lender now has or may later hereafter acquire relating to the ObligationsDebt, Sponsor, Indemnitor and to Borrower, any guarantor, any indemnitor(s), the Leases and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject necessary or desirable. Borrower agrees to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to reasonably cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section including Security Instrument, including, without limitation, the delivery of an estoppel certificate in accordance with Section 3.16 therewith, and such other documents as may be reasonably requested by Lender. Borrower shall also furnish consent of any borrower, any guarantor and any indemnitor in order Borrower consents to permit Lender furnishing to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, Indemnitor or Sponsor as may be reasonably requested by Lender, any Investor, Investor or any prospective Investor or any Rating Agency in connection with any sale, transfer or participation interest. Lender may retain or assign responsibility for servicing the Note, this Security Instrument, and which the Other Security Documents, or may delegate some or all of such responsibility and/or obligations to a servicer including, but not limited to, any subservicer or master servicer; provided, however, in the event Lender exercises its right to split the Loan into parts as permitted hereunder and deposits such parts into more than one securitized pool, (I) Borrower shall only be complied required to deal with without undue expenseone primary servicer with respect to any consents, provided approvals, notices, required from, or to, Lender pursuant to the Loan Documents (it being understood that such parties shall be subject primary servicer may need to any Confidentiality Agreement consult with other persons that is entered into by Lender hold a portion of Lender’s rights and obligations under the Loan or with the Rating Agencies in connection with any such borrowerconsent, guarantor approval or indemnitor that notice), (II) the time periods for Lender approvals under the Loan Documents (to the extent applicable) shall not be increased and Borrower shall not be required to pay multiple fees and expenses if more than one servicer is specific consulted by the primary servicer and (III) other than Borrower’s right to refuse to deal with multiple servicers and/or to pay the fees of multiple servicers in accordance with the foregoing, the failure of Lender or any servicer to comply with the provisions of this Loansentence shall not otherwise waive, abrogate or otherwise effect Borrower’s other obligations hereunder or any of the other Loan Documents. “Rating Agency” Lender may make such assignment or delegation on behalf of the Investors if the Note is sold or this Security Instrument or the Other Security Documents are assigned. All references to Lender herein shall mean refer to and include any one or more credit rating agencies approved by Lendersuch servicer to the extent applicable.

Transfer of Loan. (a) Lender Indemnitee may, at any time, (i) sell, transfer transfer, pledge or assign its rights and obligations under the Notes, the Loan Agreement, the Security Instruments, this Agreement and the other Loan Documents to any Person, and any or all servicing rights with respect thereto thereto, or (ii) grant participations therein to any Person or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”)) to any Person. Lender Indemnitee may forward to any each purchaser, transferee, assignee, pledgee, servicer, participant, participant or investor in such Securities (collectively, “Investors”), to or any Rating Agency (defined below) credit rating agency rating such Securities (the foregoing entities hereinafter collectively referred to as the “Investor”) and to any each prospective Investor, all documents and information which Lender Indemnitee now has or may later hereafter acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases Indemnitor and the PropertyProperties, whether furnished by BorrowerIndemnitor, any guarantor, any indemnitor(s) guarantor or otherwise, as Lender Indemnitee determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender necessary or desirable. Indemnitor and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to cooperate with Lender Indemnitee in connection with any transfer made or any Securities created pursuant to this Section including Section, including, without limitation, the delivery of an estoppel certificate required in accordance with Section 3.16 the Loan Agreement and such other documents as may be reasonably requested by LenderIndemnitee. Borrower Indemnitor shall also furnish consent of any borrowerfurnish, and Indemnitor and any guarantor and any indemnitor in order hereby consent to permit Lender Indemnitee furnishing to furnish such Investors or such prospective Investors or such Rating Agency with Investors, any and all information concerning the Property, the Leases, the financial condition of Borrower, Indemnitor and any guarantor and any indemnitor, and all information concerning the Properties and the Leases as may be reasonably requested by LenderIndemnitee, any Investor, Investor or any prospective Investor in connection with any sale, transfer or participation interest. (b) Upon any transfer or proposed transfer contemplated above and by Section 9.1 of the Loan Agreement, at Indemnitee’s request, Indemnitor shall provide an estoppel certificate to the Investor or any Rating Agency prospective Investor in such form, substance and which detail as Indemnitee, such Investor or prospective Investor may be complied with without undue expense, provided that such parties shall be subject to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lenderrequire.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest Securities (as defined in a rated or unrated public offering or private placement (collectively, the “Securities”Loan Agreement). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor Investors (as defined in such Securities (collectively, “Investors”the Loan Agreement), to any Rating Agency (as defined belowin the Loan Agreement) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases Leases, and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor of Borrower’s obligations under the Documents agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section 5.04 including the delivery of an estoppel certificate in accordance with Section 3.16 of the Loan Agreement and such other documents as may be reasonably requested by Lender. Borrower shall also furnish consent of any borrowerBorrower, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense. (b) Borrower agrees that upon any assignment or transfer of the Documents by Lender to any third party, provided that Lender shall have no obligations or liabilities under the Documents for the period from and after such parties assignment or transfer, such third party shall be subject substituted as the lender under the Documents for all purposes, and Borrower shall look solely to such third party for the performance of any obligations under the Documents or with respect to the Other Loan arising from and after the date of such assignment or transfer. (c) Upon an assignment or other transfer of the Documents, Lender may, at its discretion, pay over the Deposits in its possession and deliver all other collateral mortgaged, granted, pledged or assigned pursuant to the Documents, or any part thereof, to the transferee who shall thereupon become vested with all the rights herein or under applicable law given to Lender with respect thereto, and Lender shall thereafter forever be relieved and fully discharged from any liability or responsibility in the matter; but Lender shall retain all rights hereby given to it with respect to any Confidentiality Agreement that is entered into by Lender liabilities and the collateral not so transferred to Borrower or to the assignee or transferee of the Documents. If the Deposits are transferred or assigned to the assignee or transferee, then Borrower shall then look solely to such assignee or transferee with respect thereto. This provision shall apply to every transfer of the Deposits and any such borrowerother collateral mortgaged, guarantor granted, pledged or indemnitor that is specific assigned pursuant to this Loanthe Documents, or any part thereof, to a new assignee or transferee. “Rating Agency” Subject to the provisions of Section 5.01 of the Loan Agreement, a transfer of title to the Land shall mean any one or more credit rating agencies approved by Lenderautomatically transfer to the new owner the beneficial interest in the Deposits.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest Securities (as defined in a rated or unrated public offering or private placement (collectively, the “Securities”Loan Agreement). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor Investors (as defined in such Securities (collectively, “Investors”the Loan Agreement), to any Rating Agency (as defined belowin the Loan Agreement) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, Property Manager, any guarantor, any indemnitor(s), the Leases Leases, and the Property, whether furnished by Borrower, Property Manager, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor of Borrower’s obligations under the Documents agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section 5.04 including the delivery of an estoppel certificate in accordance with Section 3.16 of the Loan Agreement and such other documents as may be reasonably requested by Lender. Borrower shall also furnish consent of any borrowerBorrower, any property manager, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense. Prudential Loan No. 706109394 CNL BV Portfolio Deed of Trust, provided Security Agreement and Fixture Filing (West Hills - First) (b) Borrower agrees that upon any assignment or transfer of the Documents by Lender to any third party, Lender shall have no obligations or liabilities under the Documents for the period from and after such parties assignment or transfer, such third party shall be subject substituted as the lender under the Documents for all purposes, and Borrower shall look solely to such third party for the performance of any obligations under the Documents or with respect to the Loan arising from and after the date of such assignment or transfer. (c) Upon an assignment or other transfer of the Documents, Lender may, at its discretion, pay over the Deposits in its possession and deliver all other collateral mortgaged, granted, pledged or assigned pursuant to the Documents, or any part thereof, to the transferee who shall thereupon become vested with all the rights herein or under applicable law given to Lender with respect thereto, and Lender shall thereafter forever be relieved and fully discharged from any liability or responsibility in the matter, but Lender shall retain all rights hereby given to it with respect to any Confidentiality Agreement that is entered into by Lender liabilities and the collateral not so transferred to Borrower or to the assignee or transferee of the Documents. If the Deposits are transferred or assigned to the assignee or transferee, then Borrower shall then look solely to such assignee or transferee with respect thereto. This provision shall apply to every transfer of the Deposits and any such borrowerother collateral mortgaged, guarantor granted, pledged or indemnitor that is specific assigned pursuant to this Loanthe Documents, or any part thereof, to a new assignee or transferee. “Rating Agency” Subject to the provisions of Section 5.01 of the Loan Agreement, a transfer of title to the Land shall mean any one or more credit rating agencies approved by Lenderautomatically transfer to the new owner the beneficial interest in the Deposits.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest Securities (as defined in a rated or unrated public offering or private placement (collectively, the “Securities”Loan Agreement). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor Investors (as defined in such Securities (collectively, “Investors”the Loan Agreement), to any Rating Agency (as defined belowin the Loan Agreement) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, Property Manager, any guarantor, any indemnitor(s), the Leases Leases, and the Property, whether furnished by Borrower, Property Manager, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section 5.04 including the delivery of an estoppel certificate in accordance with Section 3.16 of the Loan Agreement and such other documents as may be reasonably requested by Lender. Borrower shall also furnish consent of any borrower, any property manager, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense. (b) Borrower agrees that upon any assignment or transfer of the Documents by Lender to any third party, provided that Lender shall have no obligations or liabilities under the Documents for the period from and after such parties assignment or transfer, such third party shall be subject substituted as the lender under the Documents for all purposes, and Borrower shall look solely to such third party for the performance of any obligations under the Documents or with respect to the Loan arising from and after the date of such assignment or transfer. (c) Upon an assignment or other transfer of the Documents, Lender may, at its discretion, pay over the Deposits in its possession and deliver all other collateral mortgaged, granted, pledged or assigned pursuant to the Documents, or any part thereof, to the transferee who shall thereupon become vested with all the rights herein or under applicable law given to Lender with respect thereto, and Lender shall thereafter forever be relieved and fully discharged from any liability or responsibility in the matter; but Lender shall retain all rights hereby given to it with respect to any Confidentiality Agreement that is entered into by Lender liabilities and the collateral not so transferred to Borrower or to the assignee or transferee of the Documents. If the Deposits are transferred or assigned to the assignee or transferee, then Borrower shall then look solely to such assignee or transferee with respect thereto. This provision shall apply to every transfer of the Deposits and any such borrowerother collateral mortgaged, guarantor granted, pledged or indemnitor that is specific assigned pursuant to this Loanthe Documents, or any part thereof, to a new assignee or transferee. “Rating Agency” Subject to the provisions of Section 5.01 of the Loan Agreement, a transfer of title to the Land shall mean any one or more credit rating agencies approved by Lenderautomatically transfer to the new owner the beneficial interest in the Deposits.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage or deed of trust pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor in such Securities (collectively, “Investors”), to any Rating Agency (defined below) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases Leases, and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section including the delivery of an estoppel certificate in accordance with Section 3.16 and such other documents as may be reasonably requested by Lender. Borrower shall also furnish consent of any borrower, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense, provided that such parties shall be subject to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lender.. Prudential Loan No. 706108495 Clarendon Center/Deed of Trust

Transfer of Loan. (a) Any Lender may, at any time, (i) sell, transfer ---------------- or assign the Documents Note, the Loan Agreement, this Agreement and the other Loan Documents, and any or all servicing rights with respect thereto thereto, or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”)therein. Lender Administrative Agent may forward to any each purchaser, transferee, assignee, servicer, participant, servicer or investor in such Securities participant (collectively, “Investors”), the foregoing entities hereinafter collectively referred to any Rating Agency (defined belowas the "Investor") rating such Securities and to any each prospective Investor, all documents and information which Lender Administrative Agent now has or may later hereafter acquire relating to the Obligations, Borrower, any guarantor, Indemnitor and any indemnitor(s), the Leases and the Property, whether furnished by Borrowerany of the Indemnitors, any guarantor, any indemnitor(s) guarantor or otherwise, as Lender Administrative Agent determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender necessary or desirable. Each Indemnitor and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to cooperate with Lender Administrative Agent, at Administrative Agent's (or the applicable Lender's) sole cost and expense, in connection with any transfer made or any Securities created pursuant to this Section including Section, including, without limitation, the delivery of an estoppel certificate required in accordance with Section 3.16 the Loan Agreement and such other documents as may be reasonably requested by Administrative Agent. Each Indemnitor shall also, at Administrative Agent's (or the applicable Lender. Borrower shall also furnish consent of any borrower's) sole cost and expense, furnish, and each Indemnitor and any guarantor and any indemnitor in order hereby consent to permit Lender Administrative Agent's furnishing to furnish such Investors or such prospective Investors or such Rating Agency with Investors, any and all information concerning the Property, the Leases, the financial condition of Borrower, any Indemnitor and any guarantor and any indemnitor, and all information concerning any Property and the Leases as may be reasonably requested by LenderAdministrative Agent, any Investor, Investor or any prospective Investor or any Rating Agency and which may be complied with without undue expense, provided that such parties shall be subject to any Confidentiality Agreement that is entered into by Lender in connection with any such borrowersale, guarantor transfer or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lenderparticipation interest.

Transfer of Loan. (a) Lender Indemnitee may, at any time, (i) sell, transfer or assign the Documents Note, the Loan Agreement, the Mortgage, this Agreement and the other Loan Documents, and any or all servicing rights with respect thereto thereto, or (ii) grant participations therein or issue mortgage pass-pass through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “"Securities”"). Lender Indemnitee may forward to any each purchaser, transferee, assignee, servicer, participant, participant or investor in such Securities (collectively, “Investors”), to or any Rating Agency (defined below) credit rating agency rating such Securities (each of the foregoing entities hereinafter referred to as an "Investor") and to any each prospective Investor, Investor all documents and information which Lender Indemnitee now has or may later hereafter acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases each Indemnitor and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) Indemnitor or otherwise, as Lender Indemnitee determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower necessary or Guarantor with respect to this Loan, if anydesirable. Borrower, any guarantor and any indemnitor agree Each Indemnitor agrees to cooperate with Lender Indemnitee in connection with any transfer made or any Securities created pursuant to this Section including Section, including, without limitation, the delivery of an estoppel certificate required in accordance with Section 3.16 the Loan Agreement and such other documents as may be reasonably requested by LenderIndemnitee. Borrower Each Indemnitor shall also furnish consent of any borrowerfurnish, any guarantor and any indemnitor in order each Indemnitor hereby consents to permit Lender Indemnitee furnishing, to furnish such Investors or such prospective Investors or such Rating Agency with Investors, any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor such Indemnitor and any indemnitor, and all information concerning the Property and the Leases as may be reasonably requested by LenderIndemnitee, any Investor, Investor or any prospective Investor in connection with any sale, transfer or participation interest. (b) Upon any transfer or proposed transfer contemplated above and by Section 9.1 of the Loan Agreement, at Indemnitee' s request, each Indemnitor shall provide an estoppel certificate to any Investor or any Rating Agency prospective Investor in such form, substance and which detail as Indemnitee, such Investor or such prospective Investor may be complied with without undue expense, provided that such parties shall be subject to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lenderrequire.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest Securities (as defined in a rated or unrated public offering or private placement (collectively, the “Securities”Loan Agreement). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor Investors (as defined in such Securities (collectively, “Investors”the Loan Agreement), to any Rating Agency (as defined belowin the Loan Agreement) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, Property Manager, any guarantorguarantor(s), any indemnitor(s), the Leases Leases, and the Property, whether furnished by Borrower, Property Manager, any guarantorguarantor(s), any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section 5.04 including the Prudential Loan No. 706108866 CHT REIT Portfolio Deed of Trust and Security Agreement (Sunrise of Xxxxxxx – First) 14591237v.3 / 28227-001181 delivery of an estoppel certificate in accordance with Section 3.16 of the Loan Agreement and such other documents as may be reasonably requested by LenderXxxxxx. Borrower shall also furnish consent of any borrowerBorrower, Property Manager, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may be reasonably requested by LenderXxxxxx, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense. (b) Xxxxxxxx agrees that upon any assignment or transfer of the Documents by Xxxxxx to any third party, provided that Lender shall have no obligations or liabilities under the Documents for the period from and after such parties assignment or transfer, such third party shall be subject substituted as the lender under the Documents for all purposes, and Borrower shall look solely to such third party for the performance of any obligations under the Documents or with respect to the Loan arising from and after the date of such assignment or transfer. (c) Upon an assignment or other transfer of the Documents, Lender may, at its discretion, pay over the Deposits in its possession and deliver all other collateral mortgaged, granted, pledged or assigned pursuant to the Documents, or any part thereof, to the transferee who shall thereupon become vested with all the rights herein or under applicable law given to Lender with respect thereto, and Lender shall thereafter forever be relieved and fully discharged from any liability or responsibility in the matter; but Lender shall retain all rights hereby given to it with respect to any Confidentiality Agreement that is entered into liabilities and the collateral not so transferred to Borrower or to the assignee or transferee of the Documents. If the Deposits are transferred or assigned to the assignee or transferee, then Borrower shall then look solely to such assignee or transferee with respect thereto. This provision shall apply to every transfer of the Deposits and any other collateral mortgaged, granted, pledged or assigned pursuant to the Documents, or any part thereof, to a new assignee or transferee. Subject to the provisions of Section 5.01 of the Loan Agreement, a transfer of title to the Land shall automatically transfer to the new owner the beneficial interest in the Deposits. (d) Notwithstanding anything to the contrary contained in this Section 5.04, Borrower shall not be required to pay any direct costs in connection with any transfer of the Loan by Lender pursuant to the terms of this Section 5.04 other than any out-of-pocket expenses in an amount equal to or less than Two Thousand Five Hundred Dollars ($2,500) incurred by Borrower in complying with any such borrower, guarantor or indemnitor that is specific request for information made pursuant to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by LenderSection 5.04.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest Securities (as defined in a rated or unrated public offering or private placement (collectively, the “Securities”Loan Agreement). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor Investors (as defined in such Securities (collectively, “Investors”the Loan Agreement), to any Rating Agency (as defined belowin the Loan Agreement) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, Property Manager, any guarantor, any indemnitor(s), the Leases Leases, and the Property, whether furnished by Borrower, Property Manager, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor of Borrower’s obligations under the Documents agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section 5.04 including the delivery of an estoppel certificate in accordance with Section 3.16 of the Loan Agreement and such other documents as may be reasonably requested by Lender. Borrower shall also furnish consent of any borrowerBorrower, any property manager, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense. (b) Borrower agrees that upon any assignment or transfer of the Documents by Lender to any third party, provided that Lender shall have no obligations or liabilities under the Documents for the period from and after such parties assignment or transfer, such third party shall be subject substituted as the lender under the Documents for all purposes, and Borrower shall look solely to such third party for the performance of any obligations under the Documents or with respect to the Other Loan arising from and after the date of such assignment or transfer. Prudential Loan No. 706109330 CNL BV Portfolio Deed of Trust and Security Agreement (with Fixture Filing) (Auburn Xxxxxxx - Second) (c) Upon an assignment or other transfer of the Documents, Lender may, at its discretion, pay over the Deposits in its possession and deliver all other collateral mortgaged, granted, pledged or assigned pursuant to the Documents, or any part thereof, to the transferee who shall thereupon become vested with all the rights herein or under applicable law given to Lender with respect thereto, and Lender shall thereafter forever be relieved and fully discharged from any liability or responsibility in the matter, but Lender shall retain all rights hereby given to it with respect to any Confidentiality Agreement that is entered into by Lender liabilities and the collateral not so transferred to Borrower or to the assignee or transferee of the Documents. If the Deposits are transferred or assigned to the assignee or transferee, then Borrower shall then look solely to such assignee or transferee with respect thereto. This provision shall apply to every transfer of the Deposits and any such borrowerother collateral mortgaged, guarantor granted, pledged or indemnitor that is specific assigned pursuant to this Loanthe Documents, or any part thereof, to a new assignee or transferee. “Rating Agency” Subject to the provisions of Section 5.01 of the Loan Agreement, a transfer of title to the Land shall mean any one or more credit rating agencies approved by Lenderautomatically transfer to the new owner the beneficial interest in the Deposits.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest Securities (as defined in a rated or unrated public offering or private placement (collectively, the “Securities”Loan Agreement). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor Investors (as defined in such Securities (collectively, “Investors”the Loan Agreement), to any Rating Agency (as defined belowin the Loan Agreement) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases Leases, and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable. Lender agrees to use good faith, provided that such parties shall be subject commercially reasonable efforts to any Confidentiality Agreement then in effect between Lender cause all third-party Investors and Borrower or Guarantor potential Investors to sign Lender’s standard confidentiality agreement with respect to this Loanall documents and information provided to such Investors relating to the Obligations, if anyBorrower, any guarantor, any indemnitor(s), the Leases, and the Property, which shall include market and customary exceptions and qualifications. Borrower, any guarantor and any indemnitor of Borrower’s obligations under the Documents agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section 5.04 including the delivery of an estoppel certificate in accordance with Section 3.16 of the Loan Agreement and such other documents as may be reasonably requested by Lender. Borrower shall also furnish any consent of any borrowerBorrower, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense. (b) Borrower agrees that upon any assignment or transfer of the Documents by Lender to any third party, provided that Borrower hereby waiving prior notice of any such parties transfer, Lender shall have no obligations or liabilities under the Documents, such third party shall be subject substituted as the lender under the Documents for all purposes, and, following Borrower’s receipt of written notice of such transfer, Borrower shall look solely to such third party for the performance of any obligations under the Documents or with respect to the Loan. (c) Upon an assignment or other transfer of the Documents, Lender may, at its discretion, pay over the Deposits in its possession and deliver all other collateral mortgaged, granted, pledged or assigned pursuant to the Documents, or any part thereof, to the transferee who shall thereupon become vested with all the rights herein or under applicable law given to Lender with respect thereto, and Lender shall thereafter forever be relieved and fully discharged from any liability or responsibility in the matter; but Lender shall retain all rights hereby given to it with respect to any Confidentiality Agreement that is entered into by Lender liabilities and the collateral not so transferred to Borrower or to the assignee or transferee of the Documents. If the Deposits are transferred or assigned to the assignee or transferee, then Borrower shall then look solely to such assignee or transferee with respect thereto. This provision shall apply to every transfer of the Deposits and any such borrowerother collateral mortgaged, guarantor granted, pledged or indemnitor that is specific assigned pursuant to this Loanthe Documents, or any part thereof, to a new assignee or transferee. “Rating Agency” Subject to the provisions of Section 5.01 of the Loan Agreement, a transfer of title to the Land shall mean any one or more credit rating agencies approved by Lenderautomatically transfer to the new owner the beneficial interest in the Deposits.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor in such Securities (collectively, “Investors”), to any Rating Agency (defined below) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases Leases, and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section including the delivery of an estoppel certificate in accordance with Section 3.16 and such other documents as may be reasonably requested by LenderLxxxxx. Borrower shall also furnish any consent of any borrowerBorrower, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor Guarantor and any indemnitor, as may be reasonably requested by LenderLxxxxx, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense. Lender shall require that such prospective Investors and Rating Agencies comply with reasonable confidentiality restrictions respecting the financial information concerning Guarantor and CNL HHC Partners, LP, provided that the subject financial information concerning Guarantor and CNL HHC Partners, LP, is not otherwise available to Lender or the public by electronic or hard copy publications, and Lender shall have no liability whatsoever for any claim or loss arising from and such parties shall be subject Investors or Rating Agencies failing to any Confidentiality Agreement that is entered into by Lender comply with any such borrower, guarantor or indemnitor that is specific to this Loanthe terms thereof. “Rating Agency” shall mean any one or ore more credit rating agencies approved by Lender.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest Securities (as defined in a rated or unrated public offering or private placement (collectively, the “Securities”Loan Agreement). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor Investors (as defined in such Securities (collectively, “Investors”the Loan Agreement), to any Rating Agency (as defined belowin the Loan Agreement) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, Property Manager, any guarantor, any indemnitor(s), the Leases Leases, and the Property, whether furnished by Borrower, Property Manager, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor of Borrower’s obligations under the Documents agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section 5.04 including the delivery of an estoppel certificate in accordance with Section 3.16 of the Loan Agreement and such other documents as may be reasonably requested by Lender. Borrower shall also furnish consent of any borrowerBorrower, any property manager, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense. (b) Borrower agrees that upon any assignment or transfer of the Documents by Lender to any third party, provided that Lender shall have no obligations or liabilities under the Documents for the period from and after such parties assignment or transfer, such third party shall be subject substituted as the lender under the Documents for all purposes, and Borrower shall look solely to such third party for the performance of any Confidentiality Agreement that is entered into by Lender obligations under the Documents or with any respect to the Other Loan arising from and after the date of such borrower, guarantor assignment or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lendertransfer.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents Note, this Security Instrument and the Other Security Documents, and any or all servicing rights with respect thereto thereto, or (ii) grant participations therein or issue mortgage pass-through passthrough certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”). Lender may forward to any each purchaser, transferee, assignee, servicer, participant, participant or investor in such Securities or any Rating Agency rating such Securities (collectively, the “InvestorsInvestor”), to any Rating Agency (defined below) rating such Securities and to any each prospective Investor, all documents and information which Lender now has or may later hereafter acquire relating to the ObligationsDebt, Sponsor, Indemnitor and to Borrower, any guarantor, any indemnitor(s), the Leases and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject necessary or desirable. Borrower agrees to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to reasonably cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section including Security Instrument, including, without limitation, the delivery of an estoppel certificate in accordance with Section 3.16 therewith, and such other documents as may be reasonably requested by Lender. Borrower shall also furnish consent of any borrower, any guarantor and any indemnitor in order Borrower consents to permit Lender furnishing to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, Indemnitor or Sponsor as may be reasonably requested by Lender, any Investor, Investor or any prospective Investor or any Rating Agency in connection with any sale, transfer or participation interest. Lender may retain or assign responsibility for servicing the Note, this Security Instrument, and which the Other Security Documents, or may delegate some or all of such responsibility and/or obligations to a servicer including, but not limited to, any subservicer or master servicer; provided, however, in the event Lender exercises its right to split the Loan into parts as permitted hereunder and deposits such parts into more than one securitized pool, (I) Borrower shall only be complied required to deal with without undue expenseone primary servicer with respect to any consents, provided approvals, notices, required from, or to, Lender pursuant to the Loan Documents (it being understood that such parties shall be subject primary servicer may need to any Confidentiality Agreement consult with other persons that is entered into by Lender hold a portion of Lender’s rights and obligations under the Loan or with the Rating Agencies in connection with any such borrowerconsent, guarantor approval or indemnitor that notice), (II) the time periods for Lender approvals under the Loan Documents (to the extent applicable) shall not be increased and Borrower shall not be required to pay multiple fees and expenses if more than one servicer is specific consulted by the primary servicer and (III) other than Borrower’s right to refuse to deal with multiple servicers and/or to pay the fees of multiple servicers in accordance with the foregoing, the failure of Lender or any servicer to comply with the provisions of this Loansentence shall not otherwise waive, abrogate or otherwise effect Borrower’s other obligations hereunder or any of the other Loan Documents. “Rating Agency” Lender may make such assignment or delegation on behalf of the Investors if the Note is sold or this Security Instrument or the Other Security Documents are assigned. All references to Lender herein shall mean refer to and include any one or more credit rating agencies approved by Lendersuch servicer to the extent applicable.

Transfer of Loan. (a) Lender Indemnitee may, at any time, (i) sell, transfer or assign the Documents Note, the Loan Agreement, the Mortgage, this Agreement and the other Loan Documents, and any or all servicing rights with respect thereto thereto, or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “"Securities”"). Lender Indemnitee may forward to any each purchaser, transferee, assignee, servicer, participant, participant or investor in such Securities (collectively, “Investors”), to or any Rating Agency (defined below) credit rating agency rating such Securities (the foregoing entities hereinafter collectively referred to as the "Investor") and to any each prospective Investor, all documents and information which Lender Indemnitee now has or may later hereafter acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases Indemnitor and the Property, whether furnished by BorrowerIndemnitor, any guarantor, any indemnitor(s) guarantor or otherwise, as Lender Indemnitee determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender necessary or desirable. Indemnitor and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to cooperate with Lender Indemnitee in connection with any transfer made or any Securities created pursuant to this Section including Section, including, without limitation, the delivery of an estoppel certificate required in accordance with Section 3.16 the Loan Agreement and such other documents as may be reasonably requested by LenderIndemnitee. Borrower lndemnitor shall also furnish consent of any borrowerfurnish, and Indemnitor and any guarantor and any indemnitor in order hereby consent to permit Lender Indemnitee furnishing to furnish such Investors or such prospective Investors or such Rating Agency with Investors, any and all information concerning the Property, the Leases, the financial condition of Borrower, the Indemnitor and any guarantor and any indemnitor, and all information concerning the Property and the Leases as may be reasonably requested by LenderIndemnitee, any Investor, Investor or any prospective Investor in connection with any sale, transfer or participation interest. (b) Upon any transfer or proposed transfer contemplated above and by Section 9.1 of the Loan Agreement, at Indemnitee's request, Indemnitor shall provide an estoppel certificate to the Investor or any Rating Agency prospective Investor in such form, substance and which detail as Indemnitee, such Investor or prospective Investor may be complied with without undue expense, provided that such parties shall be subject to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lenderrequire.

Transfer of Loan. (a) Subject to the terms of the Loan Agreement, Lender may, at any time, (i) sell, transfer or assign the Documents Note, the Loan Agreement, the Security Instrument, this Agreement and the other Loan Documents, and any or all servicing rights with respect thereto thereto, or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”). Lender may forward to any each purchaser, transferee, assignee, servicer, participant, participant or investor in such Securities or any credit rating agency (collectively, the foregoing entities hereinafter collectively referred to as the “InvestorsInvestor”), to any Rating Agency (defined below) rating such Securities and to any each prospective Investor, all documents and information which Lender now has or may later hereafter acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases Guarantor and the Property, whether furnished by BorrowerGuarantor, any guarantor, any indemnitor(s) other guarantor or otherwise, as Lender determines advisablenecessary or desirable, provided that Lender shall direct the recipients to keep such parties shall be subject information confidential. Guarantor agrees to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to reasonably cooperate with any Lender in connection with any transfer made or any Securities created pursuant to this Section including Section, including, without limitation, the delivery of an estoppel certificate required in accordance with Section 3.16 the Loan Agreement and such other documents as may be reasonably requested by Lendersuch Xxxxxx. Borrower Guarantor shall also furnish consent of furnish, and Guarantor hereby consents to any borrower, any guarantor and any indemnitor in order Lender furnishing to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with Investors, any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor the Guarantor and any indemnitor, and all information concerning the Property and the Leases as may be reasonably requested by such Lender, any Investor, Investor or any prospective Investor in connection with any sale, transfer or any Rating Agency and which may be complied with without undue expenseparticipation interest, provided that Lender shall direct the recipients to keep such parties information confidential. Notwithstanding anything to the contrary contained herein, Guarantor shall not be required to incur any costs of expenses in connection with its obligations arising under this Section 26(a) except for di minimis costs, which costs shall be subject included in the Borrower Transaction Cost Cap (as defined in Section 9.6 of the Loan Agreement). (b) Upon any transfer or proposed transfer contemplated above and by Section 9.1 of the Loan Agreement, at Xxxxxx’s request, Guarantor shall provide an estoppel certificate to the Investor or any Confidentiality Agreement that is entered into by Lender with any prospective Investor in such borrowerform, guarantor substance and detail as Lender, such Investor or indemnitor that is specific to this Loanprospective Investor may require. “Rating Agency” shall mean any one or more credit rating agencies approved by Lender27.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Loan, the Loan Documents and any or all servicing rights with respect thereto thereto, or (ii) grant participations therein or issue mortgage pass-–through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”) secured by or evidencing ownership interests in the Note and the Security Instrument (each such sale, assignment, participation or securitization, a “Secondary Market Transaction”). Lender may forward to any each purchaser, transferee, assignee, servicer, participant, or investor in such Securities or any NRSRO (collectively, all of the foregoing entities collectively referred to as the “InvestorsInvestor”), to any Rating Agency (defined below) rating such Securities and to any each prospective Investor, all documents and information which Lender now has or may later hereafter acquire relating to the Obligations, Loan and to Borrower, any guarantor, any indemnitor(s), the Leases and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisablenecessary or appropriate. (b) If requested by Xxxxxx, provided that such parties Borrower shall assist Lender in satisfying the market standards to which Lender customarily adheres or which may be subject to any Confidentiality Agreement then reasonably required in effect between Lender and Borrower the marketplace or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to cooperate with Lender by the Rating Agencies or applicable Legal Requirements in connection with any transfer made Secondary Market Transactions, including to: (i) (A) provide updated financial and other information with respect to the Property, the business operated at the Property, Borrower, any Affiliate of Borrower, or Manager, (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each Tenant) relating to the Property, and (C) provide updated appraisals, market studies, environmental reviews (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of the Property (the information referred to in clauses (A), (B) and (C) shall hereinafter be referred to collectively as “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors, certificates of third party service providers or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide opinions of counsel, which may be relied upon by Xxxxxx and the NRSROs, and their respective counsel, agents and representatives, as to bankruptcy non-consolidation, fraudulent conveyance and true sale, or any Securities created other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Property, Borrower, and any Affiliate of Borrower, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (iii) provide updated (as of the closing date of any Secondary Market Transaction) representations and warranties made in the Loan Documents and such additional representations and warranties as Lender or the Rating Agencies may require; (iv) subject to Section 9.4 hereof, execute modifications and amendments to the Loan Documents and Xxxxxxxx’s organizational documents as Lender or the Rating Agencies may reasonably require, including, without limitation, the addition of one or more Independent Directors pursuant to this Section the terms and provisions of Schedule 3 attached hereto III attached hereto; provided, however, that no amendment to the Loan Documents shall materially increase Borrower’s obligations or materially decrease Borrower’s rights on the Loan Documents as in effect immediately prior to such amendment; (v) provide access to, and conduct tours of, the Property; and (vi) provide certifications or other evidence of reliance acceptable to Xxxxxx and the Rating Agencies with respect to third party reports and other information obtained in connection with the origination of the Loan or any Updated Information. (c) If requested by Lender, Borrower shall provide Lender, promptly upon request, with any financial statements, financial, statistical or operating information or other information as Lender shall reasonably determine is necessary or appropriate (including items required (or items that would be required if the delivery Securities issued in connection with a Secondary Market Transaction were offered publicly) to satisfy any and all disclosure requirements pursuant to the Securities Act (including, but not limited to, Regulation AB), the Exchange Act, any other applicable securities laws or any amendment, modification or replacement to any of the foregoing) or required by any other Legal Requirements, in each case, in connection with any Disclosure Document (as hereinafter defined) or any filings pursuant to the Exchange Act in connection with or relating to the Secondary Market Transaction (an estoppel certificate in accordance with Section 3.16 and such other documents “Exchange Act Filing”) or as may otherwise be reasonably requested by Lender. Borrower shall also furnish consent of any borrower, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense, provided that such parties shall be subject to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lender.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor in such Securities (collectively, “Investors”), to any Rating Agency (defined below) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases Leases, and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section including the delivery of an estoppel certificate in accordance with Section 3.16 and such other documents as may be reasonably requested by Lender. Borrower shall also furnish any consent of any borrowerBorrower, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor Guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense. Lender shall require that such prospective Investors and Rating Agencies comply with reasonable confidentiality restrictions respecting the financial information concerning Guarantor and CNL HHC Partners, LP, provided that the subject financial information concerning Guarantor and CNL HHC Partners, LP, is not otherwise available to Lender or the public by electronic or hard copy publications, and Lender shall have no liability whatsoever for any claim or loss arising from and such parties shall be subject Investors or Rating Agencies failing to any Confidentiality Agreement that is entered into by Lender comply with any such borrower, guarantor or indemnitor that is specific to this Loanthe terms thereof. “Rating Agency” shall mean any one or ore more credit rating agencies approved by Lender.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest Securities (as defined in a rated or unrated public offering or private placement (collectively, the “Securities”Loan Agreement). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor Investors (as defined in such Securities (collectively, “Investors”the Loan Agreement), to any Rating Agency (as defined belowin the Loan Agreement) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, Property Manager, any guarantor, any indemnitor(s), the Leases Leases, and the Property, whether furnished by Borrower, Property Manager, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor of Borrower’s obligations under the Documents agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section 5.04 including the delivery of an estoppel certificate in accordance with Section 3.16 of the Loan Agreement and such other documents as may be reasonably requested by Lender. Borrower shall also furnish consent of any borrowerBorrower, any property manager, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense. (b) Borrower agrees that upon any assignment or transfer of the Documents by Lender to any third party, provided that Lender shall have no obligations or liabilities under the Documents for the period from and after such parties assignment or transfer, such third party shall be subject substituted as the lender under the Documents for all purposes, and Borrower shall look solely to such third party for the performance of any obligations under the Documents or with respect to the Other Loan arising from and after the date of such assignment or transfer. Prudential Loan No. 706109322 CNL BV Portfolio Deed of Trust, Security Agreement and Fixture Filing (Huntington Terrace - Second) (c) Upon an assignment or other transfer of the Documents, Lender may, at its discretion, pay over the Deposits in its possession and deliver all other collateral mortgaged, granted, pledged or assigned pursuant to the Documents, or any part thereof, to the transferee who shall thereupon become vested with all the rights herein or under applicable law given to Lender with respect thereto, and Lender shall thereafter forever be relieved and fully discharged from any liability or responsibility in the matter, but Lender shall retain all rights hereby given to it with respect to any Confidentiality Agreement that is entered into by Lender liabilities and the collateral not so transferred to Borrower or to the assignee or transferee of the Documents. If the Deposits are transferred or assigned to the assignee or transferee, then Borrower shall then look solely to such assignee or transferee with respect thereto. This provision shall apply to every transfer of the Deposits and any such borrowerother collateral mortgaged, guarantor granted, pledged or indemnitor that is specific assigned pursuant to this Loanthe Documents, or any part thereof, to a new assignee or transferee. “Rating Agency” Subject to the provisions of Section 5.01 of the Loan Agreement, a transfer of title to the Land shall mean any one or more credit rating agencies approved by Lenderautomatically transfer to the new owner the beneficial interest in the Deposits.

Transfer of Loan. (a) Lender Indemnitee may, at any time, (i) sell, transfer or assign any or all of the Documents Mezzanine Notes, the Mezzanine Loan Agreement, any or all of the Pledges, this Agreement and the other Mezzanine Loan Documents, and any or all servicing rights with respect thereto thereto, or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”"SECURITIES"). Lender Indemnitee may forward to any each purchaser, transferee, assignee, servicer, participant, participant or investor in such Securities (collectively, “Investors”), to or any Rating Agency (defined below) credit rating agency rating such Securities (each of the foregoing entities hereinafter referred to as an "INVESTOR") and to any each prospective Investor, Investor all documents and information which Lender Indemnitee now has or may later hereafter acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s)each Indemnitor, the Leases Collateral and the any Individual Property, whether furnished by Borrower, any guarantor, any indemnitor(s) Indemnitor or otherwise, as Lender Indemnitee determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower necessary or Guarantor with respect to this Loan, if anydesirable. Borrower, any guarantor and any indemnitor agree Each Indemnitor agrees to cooperate with Lender Indemnitee in connection with any transfer made or any Securities created pursuant to this Section including Section, including, without limitation, the delivery of an estoppel certificate required in accordance with Section 3.16 the Mezzanine Loan Agreement and such other reasonable documents as may be reasonably requested by LenderIndemnitee. Borrower Each Indemnitor shall also furnish consent of any borrowerfurnish, any guarantor and any indemnitor in order each Indemnitor hereby consents to permit Lender Indemnitee furnishing, to furnish such Investors or such prospective Investors or such Rating Agency with Investors, any and all information concerning the Property, the Leases, the financial condition of Borrowersuch Indemnitor and any and all information concerning the Collateral, any guarantor Individual Property and any indemnitor, the Leases as may be reasonably requested by LenderIndemnitee, any Investor, Investor or any prospective Investor in connection with any sale, transfer or participation interest. (b) Upon any transfer or proposed transfer contemplated above and by Section 9.1 of the Mezzanine Loan Agreement, at Indemnitee's request, each Indemnitor shall provide an estoppel certificate to any Investor or any Rating Agency prospective Investor in such form, substance and which detail as Indemnitee, such Investor or such prospective Investor may be complied with without undue expense, provided that such parties shall be subject to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lenderreasonably require.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest Securities (as defined in a rated or unrated public offering or private placement (collectively, the “Securities”Loan Agreement). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor Investors (as defined in such Securities (collectively, “Investors”the Loan Agreement), to any Rating Agency (as defined belowin the Loan Agreement) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, Property Manager, any guarantor, any indemnitor(s), the Leases Leases, and the Property, whether furnished by Borrower, Property Manager, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section 5.04 including the delivery of an estoppel certificate in accordance with Section 3.16 of the Loan Agreement and such other documents as may be reasonably requested by Lender. Borrower shall also furnish consent of any borrower, any property manager, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense. (b) Borrower agrees that upon any assignment or transfer of the Documents by Lender to any third party, provided that Lender shall have no obligations or liabilities under the Documents for the period from and after such parties assignment or transfer, such third party shall be subject substituted as the lender under the Documents for all purposes, and Borrower shall look solely to such third party for the performance of any obligations under the Documents or with respect to the Other Loan arising from and after the date of such assignment or transfer. (c) Upon an assignment or other transfer of the Documents, Lender may, at its discretion, pay over the Deposits in its possession and deliver all other collateral mortgaged, granted, pledged or assigned pursuant to the Documents, or any part thereof, to the transferee who shall thereupon become vested with all the rights herein or under applicable law given to Lender with respect thereto, and Lender shall thereafter forever be relieved and fully discharged from any liability or responsibility in the matter; but Lender shall retain all rights hereby given to it with respect to any Confidentiality Agreement that is entered into by Lender liabilities and the collateral not so transferred to Borrower or to the assignee or transferee of the Documents. If the Deposits are transferred or assigned to the assignee or transferee, then Borrower shall then look solely to such assignee or transferee with respect thereto. This provision shall apply to every transfer of the Deposits and any such borrowerother collateral mortgaged, guarantor granted, pledged or indemnitor that is specific assigned pursuant to this Loanthe Documents, or any part thereof, to a new assignee or transferee. “Rating Agency” Subject to the provisions of Section 5.01 of the Loan Agreement, a transfer of title to the Land shall mean any one or more credit rating agencies approved by Lenderautomatically transfer to the new owner the beneficial interest in the Deposits.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest Securities (as defined in a rated or unrated public offering or private placement (collectively, the “Securities”Loan Agreement). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor Investors (as defined in such Securities (collectively, “Investors”the Loan Agreement), to any Rating Agency (as defined belowin the Loan Agreement) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, Property Manager, any guarantor, any indemnitor(s), the Leases Leases, and the Property, whether furnished by Borrower, Property Manager, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor of Borrower’s obligations under the Documents agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section 5.04 including the delivery of an estoppel certificate in accordance with Section 3.16 of the Loan Agreement and such other documents as may be reasonably requested by Lender. Borrower shall also furnish consent of any borrowerBorrower, any property manager, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense. (b) Borrower agrees that upon any assignment or transfer of the Documents by Lender to any third party, provided that Lender shall have no obligations or liabilities under the Documents for the period from and after such parties assignment or transfer, such third party shall be subject substituted as the lender under the Documents for all purposes, and Borrower shall look solely to such third party for the performance of any obligations under the Documents or with respect to the Loan arising from and after the date of such assignment or transfer. Prudential Loan No. 706109322 CNL BV Portfolio Deed of Trust, Security Agreement and Fixture Filing (Huntington Terrace - First) (c) Upon an assignment or other transfer of the Documents, Lender may, at its discretion, pay over the Deposits in its possession and deliver all other collateral mortgaged, granted, pledged or assigned pursuant to the Documents, or any part thereof, to the transferee who shall thereupon become vested with all the rights herein or under applicable law given to Lender with respect thereto, and Lender shall thereafter forever be relieved and fully discharged from any liability or responsibility in the matter, but Lender shall retain all rights hereby given to it with respect to any Confidentiality Agreement that is entered into by Lender liabilities and the collateral not so transferred to Borrower or to the assignee or transferee of the Documents. If the Deposits are transferred or assigned to the assignee or transferee, then Borrower shall then look solely to such assignee or transferee with respect thereto. This provision shall apply to every transfer of the Deposits and any such borrowerother collateral mortgaged, guarantor granted, pledged or indemnitor that is specific assigned pursuant to this Loanthe Documents, or any part thereof, to a new assignee or transferee. “Rating Agency” Subject to the provisions of Section 5.01 of the Loan Agreement, a transfer of title to the Land shall mean any one or more credit rating agencies approved by Lenderautomatically transfer to the new owner the beneficial interest in the Deposits.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Documents Note, this Security Instrument, the Loan Agreement and the Other Security Documents, and any or all servicing rights with respect thereto thereto, or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “"Securities”"). Lender may forward to any each purchaser, transferee, assignee, servicer, participant, or investor in such Securities (collectively, “Investors”), to or any Rating Agency (defined below) rating such Securities (all of the foregoing entities collectively referred to as the "Investor") and to any each prospective Investor, all documents and information which Lender now has or may later hereafter acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases Debt and to Borrower and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) Borrower or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and necessary or desirable. Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section including Section, including, without limitation, the delivery of an estoppel certificate required in accordance with Section 3.16 Subsection 7.4(c) hereof and such other documents as may be reasonably requested by Lender. Borrower shall also furnish and Borrower consent of any borrower, any guarantor and any indemnitor in order to permit Lender furnishing to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, Borrower as may be reasonably requested by Lender, any Investor, Investor or any prospective Investor or any Rating Agency and which may be complied with without undue expense, provided that such parties shall be subject to any Confidentiality Agreement that is entered into by Lender in connection with any such borrowersale, guarantor transfer or indemnitor that is specific to this Loan. “Rating Agency” participation interest and shall mean cooperate in any one or more credit rating agencies approved modification reasonably requested by Lender.

Transfer of Loan. (a) Lender Indemnitee may, at any time, (i) sell, transfer or assign the Documents Note, the Loan Agreement, the Pledge Agreement, this Agreement and the other Loan Documents, and any or all servicing rights with respect thereto thereto, or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated rate or unrated public offering or private placement (collectively, the “Securities”"SECURITIES"). Lender Indemnitee may forward to any each purchaser, transferee, assignee, servicer, participant, participant or investor in such Securities (collectively, “Investors”), to or any Rating Agency (defined below) credit rating agency rating such Securities (the foregoing entities hereinafter collectively referred to as the "INVESTOR") and to any each prospective Investor, all documents and information which Lender Indemnitee now has or may later hereafter acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases Indemnitor and the PropertyProperties, whether furnished by BorrowerIndemnitor, any guarantor, any indemnitor(s) guarantor or otherwise, as Lender Indemnitee determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender necessary or desirable. Indemnitor and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to cooperate with Lender Indemnitee in connection with any transfer made or any Securities created pursuant to this Section including Section, including, without limitation, the delivery of an estoppel certificate required in accordance with Section 3.16 the Loan Agreement and such other documents as may be reasonably requested by LenderIndemnitee without cost to Indemnitor except as otherwise provided in the Loan Agreement. Borrower Indemnitor shall also furnish consent of any borrowerfurnish, and Indemnitor and any guarantor and any indemnitor in order hereby consent to permit Lender Indemnitee furnishing to furnish such Investors or such prospective Investors or such Rating Agency with Investors, any and all information concerning the Property, the Leases, the financial condition of Borrower, the Indemnitor and any guarantor and any indemnitor, and all information concerning the Properties and the Leases as may be reasonably requested by LenderIndemnitee, any Investor, Investor or any prospective Investor in connection with any sale, transfer or participation interest. (b) Upon any transfer or proposed transfer contemplated above and by Section 9.1 of the Loan Agreement, at Indemnitee's request, Indemnitor shall provide an estoppel certificate to the Investor or any Rating Agency prospective Investor in such for, substance and which detail as Indemnitee, such Investor or prospective Investor may be complied reasonably require with without undue expense, provided that such parties shall be subject to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific respect to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by LenderAgreement.