Common use of Transfer of Loan Clause in Contracts

Transfer of Loan. Lender may, at any time, sell, transfer or assign the Note, this Security Instrument and the Other Security Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue mortgage passthrough certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (the "Securities"). Lender may forward to each purchaser, transferee, assignee, servicer, participant or investor in such Securities or any Rating Agency rating such Securities (collectively, the "Investor") and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to the Debt and to Borrower, and the Property, whether furnished by Borrower, or otherwise, as Lender determines necessary or desirable. Borrower agrees to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Security Instrument, including, without limitation, the delivery of an estoppel certificate in accordance therewith, and such other documents as may be reasonably requested by Lender. Borrower shall also furnish and Borrower consents to Lender furnishing to such Investors or such prospective Investors or Rating Agency any and all information concerning the Property, the Leases, the financial condition of Borrower as may be requested by Lender, any Investor or any prospective Investor or 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 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. 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 refer to and include any such servicer to the extent applicable.

Transfer of Loan. Lender may, at any time, sell, transfer or assign the Note, this Security Instrument Deed of Trust and the Other Security Documentsother Loan Documents or any portion thereof, and any or all servicing rights with respect theretothereto (collectively, a “Transfer”), or grant participations therein (a “Participation”) or issue mortgage passthrough pass-through certificates or other securities (the “Securities”) evidencing a beneficial interest in a rated or unrated public offering or private placement (a “Securitization”). In the "Securities")case of a Transfer, the transferee shall have, to the extent of such Transfer, the rights, benefits and obligations of “Lender” hereunder and the other Loan Documents. Lender may forward to each purchaser, transferee, assignee, servicer, participant or participant, investor in such Securities Transfer, Participation or Securitization or any Rating Agency (as hereinafter defined) rating such Securities Securitization (collectively, the "“Investor"”) and each prospective InvestorInvestor or any agency maintaining databases on the underwriting and performance of commercial mortgage loans, all documents and information which Lender now has or may hereafter acquire relating to the Debt and to Loan, the Mortgaged Property, Borrower, any principal of Borrower, and any guarantor and indemnitor of the PropertyLoan, whether furnished by Borrower, any guarantor, indemnitor or otherwise, as Lender determines necessary or desirable. Borrower agrees to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Security Instrument, including, without limitation, the delivery of an estoppel certificate in accordance therewith, and such other documents as may be reasonably requested by Lender. Borrower shall also furnish and Borrower consents to Lender furnishing to such Investors or such prospective Investors or Rating Agency irrevocably waives any and all rights it may have under applicable state or federal law to prohibit disclosure, including any right of privacy. Further Borrower acknowledges that such information concerning the Property, the Leases, the financial condition of Borrower as may be requested transmitted via the internet or by Lender, any Investor or any prospective Investor or Rating Agency in connection with any sale, transfer or participation interestemail. Lender may retain or assign responsibility for servicing the Note, this Security Instrument, and the Other Security Documents, or may delegate some or all will notify Borrower in writing of such responsibility and/or obligations to a servicer including, but not limited to, any subservicer or master servicer. Lender may make such assignment or delegation on behalf Transfer of the Investors if Loan that results in Lender or its affiliates not retaining any ownership or servicing interest in the Note is sold or this Security Instrument or the Other Security Documents are assignedLoan. All references to Lender herein The term “Rating Agency” shall refer to and include any such servicer mean each statistical rating agency that has assigned a rating to the extent applicableSecurities.

Transfer of Loan. Lender may, at any time, sell, transfer or assign the Note, this Security Instrument and the Other Security Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue mortgage passthrough certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (the "Securities"). Lender may forward to each purchaser, transferee, assignee, servicer, participant or investor in such Securities or any Rating Agency rating such Securities (collectively, the "Investor") and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to the Debt and to Borrower, and the Property, whether furnished by Borrower, or otherwise, as Lender determines necessary or desirable. Borrower agrees to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Security Instrument, including, without limitation, the delivery of an estoppel certificate in accordance therewith, and such other documents as may be reasonably requested by Lender. Borrower shall also furnish and Borrower consents to Lender furnishing to such Investors or such prospective Investors or Rating Agency any and all information concerning the Property, the Leases, the financial condition of Borrower as may be requested by Lender, any Investor or any prospective Investor or 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 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. Lender may make such 165 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 refer to and include any such servicer to the extent applicable.

Transfer of Loan. Lender may, at any timetime following the initial funding of the Loan, enter into any Secondary Market Transaction, sell, transfer or assign the Note, this Security Instrument and the Other Security Documents, and any or all servicing rights with respect thereto, or grant participations therein to the Loan and/or or issue mortgage passthrough certificates or other securities evidencing a beneficial interest Securities (as defined below) in a rated or unrated public offering or private placement (the "Securities")connection therewith. Lender may forward to any Rating Agency, each actual or potential purchaser, transferee, assignee, servicer, participant or investor in such Securities or any Rating Agency rating such Securities Secondary Market Transaction (collectively, the "“Investor") ” and each prospective Investorthe “Investors”), all documents and information which Lender now has or may hereafter acquire relating to the Debt and to Debt, Sponsor, Indemnitor, Borrower, and the Property, whether furnished by Borrower, or otherwise, as Lender determines necessary or desirable. Subject to any specific limitations contained herein, Borrower agrees to reasonably cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Security InstrumentSecondary Market Transaction, including, without limitation, the delivery of an estoppel certificate in accordance therewith, and such other documents as may be reasonably requested by Lender. Borrower shall also furnish (and Borrower consents to Lender furnishing furnishing) to such Investors or such prospective Investors or Rating Agency Agencies any and all information concerning the Property, the Leases, the financial condition of Borrower Borrower, Indemnitor or Sponsor as may be requested by Lender, any Investor or any prospective Investor or Rating Agency in connection with any sale, transfer or participation interestSecondary Market Transaction. Lender may may, from time to time, retain or assign responsibility for servicing the Note, this Security Instrument, and the Other Security other Loan Documents, or may delegate some or all of such responsibility and/or obligations to a servicer including, but not limited to, any subservicer subservicer, special servicer or master servicerservicer (each of the forgoing, collectively and as applicable, “Servicer”); provided, however, that (I) Borrower shall only be required to deal with one Servicer designated from time to time with respect to any consents, approvals, notices, required from, or to, Lender pursuant to the Loan Documents (it being understood that 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 consent, approval or 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 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 sentence shall not otherwise waive, abrogate or otherwise affect Borrower’s other obligations hereunder or any of the other Loan Documents. 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 other Loan Documents are assigned. All references to Lender herein shall refer to and include any such servicer to the extent applicable.

Transfer of Loan. Lender may, at any time, (i) sell, transfer or assign the Note, this Security Instrument and the Other Security Documents, Documents and any or all servicing rights with respect thereto, thereto or (ii) grant participations therein or issue mortgage passthrough 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 each any purchaser, transferee, assignee, servicer, participant participant, or investor in such Securities or (collectively, “Investors”), to any Rating Agency (defined below) rating such Securities (collectively, the "Investor") and each to any prospective Investor, all documents and information which Lender now has or may hereafter later acquire relating to the Debt and to 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 necessary or desirableadvisable. Borrower agrees Borrower, any guarantor and any indemnitor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Security Instrument, including, without limitation, Section including the delivery of an estoppel certificate in accordance therewith, with Section 3.16 and such other documents as may be reasonably requested by Lender. Borrower shall also furnish any consent of Borrower, any guarantor and Borrower consents 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 Borrower, any Guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor or Investor, any prospective Investor or any Rating Agency in connection and which may be complied with any sale, transfer or participation interestwithout undue expense. Lender may retain 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 the subject financial information concerning Guarantor and CNL HHC Partners, LP, is not otherwise available to Lender or assign responsibility for servicing the Note, this Security Instrumentpublic by electronic or hard copy publications, and Lender shall have no liability whatsoever for any claim or loss arising from and such Investors or Rating Agencies failing to comply with the Other Security Documents, or may delegate some or all of such responsibility and/or obligations to a servicer including, but not limited to, terms thereof. “Rating Agency” shall mean any subservicer or master servicer. 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 refer to and include any such servicer to the extent applicableone ore more credit rating agencies approved by Lender.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Note, this Security Instrument and the Other Security Documents, Documents and any or all servicing rights with respect thereto, thereto or (ii) grant participations therein or issue mortgage passthrough certificates or other securities evidencing a beneficial interest Securities (as defined in a rated or unrated public offering or private placement (the "Securities"Loan Agreement). Lender may forward to each purchaserany Investors (as defined in the Loan Agreement), transferee, assignee, servicer, participant or investor in such Securities or to any Rating Agency (as defined in the Loan Agreement) rating such Securities (collectively, the "Investor") and each to any prospective Investor, all documents and information which Lender now has or may hereafter later acquire relating to the Debt and to 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 necessary or desirableadvisable. Borrower Lender agrees to use good faith, commercially reasonable efforts to cause all third-party Investors and potential Investors to sign Lender’s standard confidentiality agreement with respect to all documents and information provided to such Investors relating to the Obligations, Borrower, 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 Security Instrument, including, without limitation, Section 5.04 including the delivery of an estoppel certificate in accordance therewith, 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 Borrower, any guarantor and Borrower consents 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 Borrower, any guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor or Investor, any prospective Investor or any Rating Agency in connection and which may be complied with any sale, transfer or participation interest. Lender may retain or assign responsibility for servicing the Note, this Security Instrument, and 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. 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 refer to and include any such servicer to the extent applicablewithout undue expense.

Transfer of Loan. Lender may, at any time, sell, transfer or assign the Note, this Security Instrument and the Other Security other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue mortgage passthrough pass-through certificates or other securities (the “Securities”) evidencing a beneficial interest in a rated or unrated public offering or private placement (the "Securities"such process, a “Securitization”). Lender may forward to each purchaser, transferee, assignee, servicer, participant or participant, investor in such Securities or any rating agency (a “Rating Agency Agency”) rating such Securities (collectively, all of the "foregoing entities collectively referred to as the “Investor"”) and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to the Debt and to Borrower, any Guarantor, any Indemnitor and the Property, whether furnished by Borrower, any Guarantor, any Indemnitor or otherwise, as Lender determines necessary or desirable. Borrower agrees to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Security Instrument, including, without limitation, the delivery of an estoppel certificate in accordance therewith, and such other documents as may be reasonably requested by Lender. Borrower shall also promptly furnish and Borrower consents Borrower, any Guarantor and any Indemnitor consent to Lender furnishing to such Investors or such prospective Investors or Rating Agency any and all available information concerning the Property, the Leases, the financial condition of Borrower Borrower, any Guarantor and any Indemnitor as may be reasonably requested by Lender, any 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 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 retain be) of the same or assign responsibility for servicing 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 requested 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, Borrower, SCOLP, any Guarantor or Indemnitor, and making certain representations and warranties as may be 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 obligation on the part of Borrower to update the effective date of any representations made by Borrower in connection with the origination of the Loan; (d) promptly delivering updated information on Borrower, SCOLP, any Guarantor or Indemnitor and the Other Security DocumentsProperty; (e) participating (including senior management of Borrower, SCOLP and any Guarantor or may delegate some Indemnitor) in bank, Rating Agency or all investor meetings if requested by Lxxxxx; and (f) providing Lender and its Affiliates with customary indemnifications regarding misstatements or omissions of such responsibility and/or obligations material facts. Notwithstanding the foregoing, Borrower shall not be required to a servicer includingincur any costs of Lender or any other party that is not an Affiliate of Borrower in connection with the cooperation of Borrower, but not limited to, SCOLP and any subservicer Guarantor or master servicer. Lender may make such assignment or delegation on behalf of the Investors if the Note is sold or Indemnitor contemplated by this Security Instrument or the Other Security Documents are assigned. All references to Lender herein shall refer to and include any such servicer to the extent applicableSection 16.1.

Transfer of Loan. Lender may, at any time, sell, transfer or assign the Note, this Security Instrument and the Other Security Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue mortgage passthrough pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (the "“Securities"”). Lender may forward to each purchaser, transferee, assignee, servicer, participant or investor in such Securities or any Rating Agency rating such Securities (collectively, the "“Investor"”) and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to the Debt Debt, Sponsor, Indemnitor and to Borrower, and the Property, whether furnished by Borrower, or otherwise, as Lender determines necessary or desirable. Borrower agrees to reasonably cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Security Instrument, including, without limitation, the delivery of an estoppel certificate in accordance therewith, and such other documents as may be reasonably requested by Lender. Borrower shall also furnish and Borrower consents to Lender furnishing to such Investors or such prospective Investors or Rating Agency any and all information concerning the Property, the Leases, the financial condition of Borrower Borrower, Indemnitor or Sponsor as may be requested by Lender, any Investor or any prospective Investor or 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 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 required to deal with one primary servicer with respect to any consents, approvals, notices, required from, or to, Lender pursuant to the Loan Documents (it being understood that such primary 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 consent, approval or 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 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 sentence shall not otherwise waive, abrogate or otherwise effect Borrower’s other obligations hereunder or any of the other Loan Documents. 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 refer to and include any such servicer to the extent applicable.

Transfer of Loan. Lender may, at any time, sell, transfer or assign the Note, this Security Instrument and the Other Security DocumentsLoan Documents or any portion thereof, and any or all servicing rights with respect theretothereto (collectively, a "Transfer"), or grant participations therein (a "Participation") or issue mortgage passthrough pass-through certificates or other securities (the "Securities") evidencing a beneficial interest in a rated or unrated public offering or private placement (the a "SecuritiesSecuritization"); provided, however, such Transfer, Participation or Securitization shall not increase the obligations of Borrower or any Indemnitor (other than administrative or ministerial burdens). In the case of a Transfer, the transferee shall have, to the extent of such Transfer, the rights, benefits and obligations of "Lender" under the Loan Documents. Lender may forward to each purchaser, transferee, assignee, servicer, participant or participant, investor in such Securities Transfer, Participation or Securitization or any Rating Agency rating such Securities Securitization (collectively, the "Investor") and each prospective InvestorInvestor or any agency maintaining databases on the underwriting and performance of commercial mortgage loans, all documents and information which Lender now has or may hereafter acquire relating to the Debt and to Loan, the Mortgaged Property, Borrower, any Principal, and the Propertyany Indemnitor, whether furnished provided by Borrower, any Indemnitor, or otherwise, as Lender determines necessary or desirable. Borrower agrees to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Security Instrument, including, without limitation, the delivery of an estoppel certificate in accordance therewith, and such other documents as may be reasonably requested by Lender. Borrower shall also furnish and Borrower consents to Lender furnishing to such Investors or such prospective Investors or Rating Agency irrevocably waives any and all rights it may have under applicable state or federal law to prohibit disclosure, including any right of privacy. Further Borrower acknowledges that such information concerning the Property, the Leases, the financial condition of Borrower as may be requested transmitted via the internet or by Lender, any Investor or any prospective Investor or Rating Agency in connection with any sale, transfer or participation interestemail. Lender may retain or assign responsibility for servicing the Note, this Security Instrument, and the Other Security Documents, or may delegate some or all will notify Borrower in writing of such responsibility and/or obligations to a servicer including, but not limited to, any subservicer or master servicer. Lender may make such assignment or delegation on behalf Transfer of the Investors if Loan that results in Lender or its affiliates not retaining any ownership or servicing interest in the Note is sold or this Security Instrument or the Other Security Documents are assigned. All references to Lender herein shall refer to and include any such servicer to the extent applicableLoan.

Transfer of Loan. Lender may, at any time, sell, transfer or assign the Note, this Security Instrument and the Other Security other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue mortgage passthrough pass-through certificates or other securities evidencing a beneficial interest Interest in a rated or unrated public offering or private placement (the "Securitiessecurities"). Lender may forward to each purchaser, transferee, assignee, servicer, participant or investor in such Securities or any rating agency ("Rating Agency Agency") rating such Securities (collectively, the "'Investor") and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to the Debt Loan and to Borrower, and the Property, whether furnished by Borrower, or otherwise, as Lender determines necessary or desirable. Borrower agrees to shall cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Security Instrument, including, without limitation, the delivery of an estoppel certificate in accordance therewith, and such other documents as may be reasonably requested required by Lender. Borrower shall also furnish and Borrower consents to Lender furnishing to such Investors or such prospective Investors or Rating Agency any and all information concerning the Property, the Leases, the financial condition of Borrower as may be requested by LenderXxxxxx, any Investor or any prospective Investor or 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 the Other Security other Loan Documents, or may delegate some or all of such responsibility and/or obligations to a servicer (including, but not limited towithout limitation, any subservicer or master servicer) or agent. 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 other Loan Documents are assigned. All references to Lender herein "Lender" In the Loan Documents shall refer to and include Include any such servicer or agent, to the extent applicable, In each case as designated by Lender from time to time.

Transfer of Loan. Lender may, at any time, sell, transfer or assign the Note, this Security Instrument and the Other Security Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue mortgage passthrough certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (the "“Securities"”). Lender may forward to each purchaser, transferee, assignee, servicer, participant or investor in such Securities or any Rating Agency rating such Securities (collectively, the "“Investor"”) and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to the Debt Debt, Sponsor, Indemnitor and to Borrower, and the Property, whether furnished by Borrower, or otherwise, as Lender determines necessary or desirable. Borrower agrees to reasonably cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Security Instrument, including, without limitation, the delivery of an estoppel certificate in accordance therewith, and such other documents as may be reasonably requested by Lender. Borrower shall also furnish and Borrower consents to Lender furnishing to such Investors or such prospective Investors or Rating Agency any and all information concerning the Property, the Leases, the financial condition of Borrower Borrower, Indemnitor or Sponsor as may be requested by Lender, any Investor or any prospective Investor or 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 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 required to deal with one primary servicer with respect to any consents, approvals, notices, required from, or to, Lender pursuant to the Loan Documents (it being understood that such primary 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 consent, approval or 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 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 sentence shall not otherwise waive, abrogate or otherwise effect Borrower’s other obligations hereunder or any of the other Loan Documents. 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 refer to and include any such servicer to the extent applicable.

Transfer of Loan. Lender may, at any time, sell, transfer or assign the Note, this Security Instrument and the Other Security other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue mortgage passthrough pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (the "“Securities"”). Lender may forward to each purchaser, transferee, assignee, servicer, participant or participant, investor in such Securities or any rating agency (a “Rating Agency Agency”) rating such Securities (collectively, all of the "foregoing entities collectively referred to as the “Investor"”) and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to the Debt and to Borrower, any Guarantor, any Indemnitor and the Property, whether furnished by Borrower, any Guarantor, any Indemnitor or otherwise, as Lender determines necessary or desirable. Borrower agrees Borrower, any Guarantor and any Indemnitor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Security Instrument, including, without limitation, the delivery of an estoppel certificate in accordance therewith, 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 promptly furnish and Borrower consents Borrower, any Guarantor and any Indemnitor consent to Lender furnishing to such Investors or such prospective Investors or Rating Agency any and all available information concerning the Property, the Leases, the financial condition of Borrower Borrower, any Guarantor and any Indemnitor as may be requested by Lender, any 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 under this Section 16.1, Borrower shall 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 an/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 may retain or assign responsibility for servicing (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, this Security Instrument, and the Other Security Documents, or may delegate some (z) modify or all of such responsibility and/or obligations to a servicer including, but not limited to, amend any subservicer or master servicer. Lender may make such assignment or delegation on behalf other material economic term 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 refer to and include any such servicer to the extent applicableother Loan Documents.

Transfer of Loan. Lender may, at no cost to Borrower or Indemnitor (other than Borrower’s and Indemnitor’s attorneys’ fees and expenses, which shall be paid for by Borrower or Indemnitor), at any time, sell, transfer transfer, encumber, pledge or assign the Note, this Security Instrument and the Other Security DocumentsLoan Documents or any portion thereof, and any or all servicing rights with respect theretothereto (collectively, a “Transfer”), or grant participations therein (a “Participation”) or issue mortgage passthrough pass-through certificates or other securities (the “Securities”) evidencing a beneficial interest in a rated or unrated public offering or private placement (a “Securitization”). In the "Securities")case of a Transfer, the transferee shall have, to the extent of such Transfer, the rights, benefits and obligations of “Lender” under the Loan Documents. Lender may forward to each purchaser, transferee, assignee, servicer, participant or participant, investor in such Securities Transfer, Participation or Securitization or any Rating Agency rating such Securities Securitization (collectively, the "“Investor"”) that executes and delivers Lender’s form of (or another customary) non-disclosure agreement and each prospective InvestorInvestor or any agency maintaining databases on the underwriting and performance of commercial mortgage loans, all documents and information which Lender now has or may hereafter acquire relating to the Debt and to Loan, the Mortgaged Property, the Collateral, Borrower, Mortgage Borrower, Additional Pledgor, any Principal, and the Propertyany Indemnitor, whether furnished provided by Borrower, Mortgage Borrower, Additional Pledgor, any Indemnitor, or otherwise, as Lender reasonably determines necessary or desirable. Borrower agrees to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Security Instrument, including, without limitation, the delivery of an estoppel certificate in accordance therewith, and such other documents as may be reasonably requested by Lender. Borrower shall also furnish and Borrower consents to Lender furnishing to such Investors or such prospective Investors or Rating Agency 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 concerning the Property, the Leases, the financial condition of Borrower as may be requested transmitted via the internet or by Lender, any Investor or any prospective Investor or 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 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. 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 refer to and include any such servicer to the extent applicableemail.

Transfer of Loan. Lender may, at any time, sell, transfer or assign the Note, this Security Instrument and the Other Security Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue mortgage passthrough pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (the "Securities"). Lender may forward to each purchaser, transferee, assignee, servicer, participant or investor in such Securities or any Rating Agency rating such Securities (collectively, the "Investor") and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to the Debt and to Borrower, and the Property, whether furnished by Borrower, or otherwise, as Lender determines necessary or desirable. Borrower agrees to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Security Instrument, including, without limitation, the delivery of an estoppel certificate in accordance therewith, and such other documents as may be reasonably requested by Lender. Borrower shall also furnish and Borrower consents to Lender furnishing to such Investors or such prospective Investors or Rating Agency any and all information concerning the Property, the Leases, the financial condition of Borrower as may be requested by Lender, any Investor or any prospective Investor or Rating Agency in connection with any sale, transfer or participation interest, subject to the confidentiality provisions contained herein. Lender may retain or assign responsibility for servicing the Note, this Security Instrument, and 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. 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 refer to and include any such servicer to the extent applicable.

Transfer of Loan. Lender may, at any time, sell, transfer or assign the NoteLoan, this Security Instrument and the Other Security Documents, Loan Documents and any or all servicing rights with respect thereto, or grant participations therein or issue mortgage passthrough pass through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (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 each purchaser, transferee, assignee, servicer, participant or participant, investor in such Securities or any Rating Agency rating such Securities (collectively, all of the "foregoing entities collectively referred to as the “Investor"”) and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to the Debt Loan and to Borrower, the Borrower Representative and Guarantor and the Property, whether furnished by Borrower, the Borrower Representative, Guarantor or otherwise, as Lender determines necessary or desirableappropriate. Borrower, the Borrower agrees Representative and Guarantor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Security Instrument, including, without limitation, the delivery of an estoppel certificate in accordance therewith, and such other documents as may be reasonably requested by LenderSection. Borrower shall also promptly furnish and Borrower, the Borrower consents Representative, Guarantor consent to Lender furnishing to such Investors or such prospective Investors or Rating Agency any and all available information concerning the Property, the Leases, the financial condition of Borrower, the Borrower Representative and Guarantor (the “Provided Information”) as may be requested by Lender, any 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 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 the Mortgage into two or more mortgages of the same or different priorities or otherwise as determined by and acceptable to Lender may retain or assign responsibility for servicing (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, this Security Instrument, and or (z) modify or amend any other material economic term of the Other Security Note or 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 subservicer or master servicer. 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 refer to will pay all costs and include any such servicer to the extent applicableexpenses associated with a Secondary Market Transaction.

Transfer of Loan. Borrower acknowledges that Lender may, at any time, sell, transfer or assign and its successors and assigns may (i) sell the Note, this Security Instrument and the Other Security Documents, other Loan Documents and any or 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 respect theretoa trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, or grant participations (iv) otherwise sell the Loan or interest therein or 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, issue mortgage passthrough pass through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (the "“Securities"”). Lender may forward to each purchaser, transferee, assignee, servicer, participant or participant, investor in such Securities or any Rating Agency rating such Securities (collectively, all of the "Investor"foregoing entities collectively referred to as the “investor”) and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to the Debt and to Borrower, any Guarantor and the Property, whether furnished by Borrower, any Guarantor or otherwise, as Lender determines necessary or desirable. Borrower agrees to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Security Instrument, including, without limitation, the delivery of an estoppel certificate in accordance therewith, and such other documents as may be reasonably requested by Lender. Section Borrower shall also promptly furnish and Borrower consents to Lender furnishing to such Investors or such prospective Investors or any Rating Agency any and all available information concerning the Property, the Leases, the financial condition of Borrower and any Guarantor as may be requested by Lender, any Investor or 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. Lender In addition to any other obligations Borrower may retain have under this Section, Borrower shall execute such amendments to the Loan Documents and Borrower’s organizational documents as may be requested by the holder of the Note or assign responsibility for servicing any Investor to effect the Note, this Security Instrument, assignment of the Note and the Other Security Documentsother Loan Documents and/or issuance of Securities; provided, however, that Borrower shall not be required to modify or may delegate some or all amend any Loan Document if the overall effect of such responsibility and/or obligations to a servicer including, but not limited to, modification or amendment would modify or amend any subservicer or master servicer. Lender may make such assignment or delegation on behalf material economic term 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 refer to and include any such servicer to the extent applicable.other Loan Documents

Transfer of Loan. Lender may, at any time, sell, transfer or assign the NoteLoan, this Security Instrument and the Other Security Documents, Loan Documents and any or all servicing rights with respect thereto, or grant participations therein or issue mortgage passthrough pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (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 each purchaser, transferee, assignee, servicer, participant or participant, investor in such Securities or any Rating Agency rating such Securities (collectively, all of the "foregoing entities collectively referred to as the “Investor"”) and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to the Debt Loan and to Borrower, the Borrower Representative and Guarantor and the Property, whether furnished by Borrower, the Borrower Representative, Guarantor or otherwise, as Lender determines necessary or desirableappropriate. Borrower, the Borrower agrees Representative and Guarantor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Security Instrument, including, without limitation, the delivery of an estoppel certificate in accordance therewith, and such other documents as may be reasonably requested by LenderSection. Borrower shall also promptly furnish and Borrower, the Borrower consents Representative, Guarantor consent to Lender furnishing to such Investors or such prospective Investors or Rating Agency any and all available information concerning the Property, the Leases, the financial condition of Borrower, the Borrower Representative and Guarantor (the “Provided Information”) as may be requested by Lender, any 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 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 the Mortgage into two or more mortgages of the same or different priorities or otherwise as determined by and acceptable to Lender may retain or assign responsibility for servicing (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, this Security Instrument, and or (z) modify or amend any other material economic term of the Other Security Note or 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 subservicer or master servicer. 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 refer to will pay all costs and include any such servicer to the extent applicableexpenses associated with a Secondary Market Transaction.

Transfer of Loan. Lender may, at any time, sell, transfer or ---------------- assign the Note, this Security Instrument and the Other Security other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue mortgage passthrough pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (the "Securities"). Lender may forward to each purchaser, transferee, assignee, servicer, participant or participant, investor in such Securities or any rating agency (a "Rating Agency Agency") rating such Securities (collectively, all of the foregoing entities collectively referred to as the "Investor") and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to the Debt and to Borrower, any Guarantor, any Indemnitor and the Property, whether furnished by Borrower, any Guarantor, any Indemnitor or otherwise, as Lender determines necessary or desirable. Borrower agrees Borrower, any Guarantor and any Indemnitor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Security InstrumentSection, including, without limitation, the delivery of an estoppel certificate in accordance therewith, and 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 and Borrower consents Borrower, any Guarantor and any Indemnitor consent to Lender furnishing to such Investors or such prospective Investors or Rating Agency any and all available information concerning the Property, the Leases, the financial condition of Borrower Borrower, any Guarantor and any Indemnitor 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 may retain or assign responsibility for servicing (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, this Security Instrumentor (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 Other Security Documents, Rating Agency as to non-consolidation or any other opinion customary in securitization transactions or which otherwise may delegate some or all of such responsibility and/or obligations to a servicer including, but not limited to, be reasonably requested by any subservicer or master servicer. 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 refer to and include any such servicer Rating Agency with respect to the extent applicableProperty or Borrower and its affiliates, which counsel and opinions shall be reasonably satisfactory to the Investor.

Transfer of Loan. Lender may, at any timetime following the initial funding of the Loan, sell, transfer or assign the Note, this Security Instrument and the Other Security other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue mortgage passthrough pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (the "“Securities"”). Lender may forward to each purchaser, transferee, assignee, servicer, participant or investor in such Securities or any Rating Agency rating such Securities (collectively, the "“Investor"”) and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to the Debt and to Debt, Sponsor, Indemnitor, Borrower, and the Property, whether furnished by Borrower, or otherwise, as Lender determines necessary or desirable. Borrower agrees to reasonably cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Security Instrument, including, without limitation, the delivery of an estoppel certificate in accordance therewith, and such other documents as may be reasonably requested by Lender. Borrower shall also furnish and Borrower consents to Lender furnishing to such Investors or such prospective Investors or Rating Agency any and all information concerning the Property, the Leases, the financial condition of Borrower Borrower, Indemnitor or Sponsor as may be requested by Lender, any Investor or any prospective Investor or Rating Agency in connection with any sale, transfer or participation interest. Lender may may, from time to time, retain or assign responsibility for servicing the Note, this Security Instrument, and the Other Security other Loan Documents, or may delegate some or all of such responsibility and/or obligations to a servicer including, but not limited to, any subservicer subservicer, special servicer or master servicer; provided, however, that (I) Borrower shall only be required to deal with one servicer designated from time to time with respect to any consents, approvals, notices, required from, or to, Lender pursuant to the Loan Documents (it being understood that such 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 consent, approval or 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 consulted by the 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, the failure of Lender or any servicer to comply with the provisions of this sentence shall not otherwise waive, abrogate or otherwise affect Borrower’s other obligations hereunder or any of the other Loan Documents. 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 other Loan Documents are assigned. All references to Lender herein shall refer to and include any such servicer to the extent applicable.

Transfer of Loan. Lender may, at any timetime following the initial funding of the Loan, enter into any Secondary Market Transaction, sell, transfer or assign the Note, this Security Instrument and the Other Security Documents, and any or all servicing rights with respect thereto, or grant participations therein to the Loan and/or or issue mortgage passthrough certificates or other securities evidencing a beneficial interest Securities (as defined below) in a rated or unrated public offering or private placement (the "Securities")connection therewith. Lender may forward to any Rating Agency, each actual or potential purchaser, transferee, assignee, servicer, participant or investor in such Securities or any Rating Agency rating such Securities Secondary Market Transaction (collectively, the "“Investor") ” and each prospective Investorthe “Investors”), all documents and information which Lender now has or may hereafter acquire relating to the Debt and to Debt, Sponsor, Indemnitor, Borrower, and the Property, whether furnished by Borrower, or otherwise, as Lender determines necessary or desirable. Subject to any specific limitations contained herein, Borrower agrees to reasonably cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Security InstrumentSecondary Market Transaction, including, without limitation, the delivery of an estoppel certificate in accordance therewith, and such other documents as may be reasonably requested by Lender. Borrower shall also furnish (and Borrower consents to Lender furnishing furnishing) to such Investors or such prospective Investors or Rating Agency Agencies any and all information concerning the Property, the Leases, the financial condition of Borrower Borrower, Indemnitor or Sponsor as may be requested by Lender, any Investor or any prospective Investor or Rating Agency in connection with any sale, transfer or participation interestSecondary Market Transaction. Lender may may, from time to time, retain or assign responsibility for servicing the Note, this Security Instrument, and the Other Security other Loan Documents, or may delegate some or all of such responsibility and/or obligations to a servicer including, but not limited to, any subservicer subservicer, special servicer or master servicerservicer (each of the forgoing, collectively and as applicable, “Servicer”); provided, however, that (I) Borrower shall only be required to deal with one Servicer designated from time to time with respect to any consents, approvals, notices, required from, or to, Lender pursuant to the Loan Documents (it being understood that 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 consent, approval or 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 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 sentence shall not otherwise waive, abrogate or otherwise affect Borrower's other obligations hereunder or any of the other Loan Documents. 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 other Loan Documents are assigned. All references to Lender herein shall refer to and include any such servicer to the extent applicable.

Transfer of Loan. Lender may(a) Maker acknowledges that Payee may (i) sell or transfer interests in the Loan and Loan Documents to one or more participants or special purpose entities, at any time, sell, transfer or assign (ii) pledge Payee's interests in the Note, this Security Instrument Loan and the Other Security Documents, and any Loan Documents as security for one or all servicing rights with respect theretomore loans obtained by Payee, or (iii) sell the Loan evidenced by the Note and the Loan Docxxxxxs to a party who may pool the Loan with a number of other loans and to have the holder of such loans grant participations therein or issue mortgage passthrough certificates one or more classes of Mortgage-Backed, Pass-Through Certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (the "Securities"). Lender The Securities may be rated by one or more national rating agencies. Maker acknowledges and agrees that Payee may, at any time, sell, transfer or assign this Note, the Mortgages and the other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue Securities evidencing a beneficial interest in a rated or unrated public offering or private placement. In this regard, Maker agrees to make available to Payee all information concerning its business and operations which Payee reasonably requests. Payee may share such information with the investment banking firms, rating agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan or the Securities; provided, however, that Payee shall take such reasonable steps to obtain from any such reviewing party assurances it will keep such information strictly confidential to itself and its advisors and review such information in confidence. Payee may forward to each purchaser, transferee, assignee, servicer, participant or investor in such Securities securities or any Rating Agency credit rating agency rating such Securities (collectively, the "Investor") and each prospective Investor, all documents and information which Lender Payee now has or may hereafter acquire relating to the Debt and to Borrower, Maker and the Property, whether furnished by Borrower, Maker or otherwise, as Lender Payee determines necessary or desirabledesirable consistent with full disclosure for purposes of marketing and underwriting the Loan; provided, however, that Payee shall take such reasonable steps to obtain from any such reviewing party assurances it will keep such information strictly confidential to itself and its advisors and review such information in confidence. Borrower agrees Maker shall furnish and hereby consents to cooperate with Lender in connection with Payee furnishing to such Investor or such prospective Investor any transfer made or any Securities created pursuant to this Security Instrument, including, without limitation, and all information concerning Maker and the delivery of an estoppel certificate in accordance therewith, and such other documents Properties as may be reasonably requested by Lender. Borrower shall also furnish and Borrower consents to Lender furnishing to such Investors or such prospective Investors or Rating Agency any and all information concerning the Property, the Leases, the financial condition of Borrower as may be requested by LenderPayee, any Investor or any prospective Investor or Rating Agency in connection with any saleaxx xxle, transfer or participation interest, provided that Payee shall promptly reimburse Maker any material costs and expense incurred by Maker in connection therewith. Lender It is understood that the information provided by Maker to Payee may retain ultimately be incorporated into the offering documents for the Securities and thus such information may be disclosed to Investor and prospective Investor. Payee and all of the aforesaid third-party advisors and professional xxxxs shall be entitled to rely on the information supplied by, or assign responsibility for servicing on behalf of, Maker. Upon any transfer or proposed transfer contemplated above and by the Note, this Security Instrument, and the Other Security Loan Documents, or may delegate some or all of such responsibility and/or obligations to a servicer includingat Payee's request, but not limited to, any subservicer or master servicer. 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 Maker shall refer to and include any such servicer provide an estoppel certificate to the extent applicableXxxxxtor or any prospective Investor in such form, substance and detail as Payee may reasonably require.

Transfer of Loan. Lender Mortgagee may, at any time, sell, transfer or assign this Mortgage, the NoteLoan Documents, this Security Instrument and the Other Security Documentsor any of its interests therein, and any or all servicing rights with respect thereto, or grant participations therein or issue mortgage passthrough pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (the "Securities"). Lender Mortgagee may forward to each purchaser, transferee, assignee, servicer, participant or participant, investor in such Securities or any rating agency (a "Rating Agency Agency") rating such Securities (collectively, all of the foregoing entities collectively referred to as the "Investor") and each prospective Investor, all documents and information which Lender Mortgagee now has or may hereafter acquire relating to the Debt and to BorrowerSecured Obligations, Mortgagor and the Mortgaged Property, whether furnished by Borrower, or otherwise, as Lender Mortgaged determines necessary or desirable. Borrower Mortgagor agrees to cooperate with Lender Mortgagee in connection with any transfer made txxxxxxx xade or any Securities created pursuant to this Security InstrumentSection 39, including, without limitation, the delivery of an estoppel certificate in accordance therewith, and provided such other documents as may be reasonably requested by Lendercooperation does not require Mortgagor to incur any material cost or expense. Borrower Mortgagor shall also furnish (and Borrower Mortgagor consents to Lender furnishing Mortgagee furnishing) to such Investors or such prospective Investors or Rating Agency any and all available information concerning the Mortgaged Property, the Leases, Leases and/or the financial condition of Borrower Mortgagor as may be requested by LenderMortgagee, any Investor or any prospective Investor or Rating Agency in connection with any such sale, transfer or participation interest. Lender In addition to any other obligations Mortgagor may retain have under this Section 39, Mortgagor shall execute such amendments to this Mortgage, the Loan Documents and Mortgagor's organizational documents as may be requested by Mortgagee to effect the assignment of this Mortgage and/or the Loan Documents; provided, however, that Mortgagor shall not be required to modify or assign responsibility for servicing amend any Loan Document if the Noteoverall effect of such modification or amendment would (y) change the interest rate, this Security Instrument, and the Other Security Documentsmaturity or the amortization of principal set forth in the Loan Agreement, or may delegate some (z) modify or all of such responsibility and/or obligations to a servicer including, but not limited to, amend any subservicer or master servicer. Lender may make such assignment or delegation on behalf other material economic term 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 refer to and include any such servicer to the extent applicableLoan Documents.

Transfer of Loan. Each Lender may, at any time, sell, transfer or assign the Noteits Debenture, its interest in this Security Instrument and the Other Security any other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue mortgage passthrough pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (the "Securities"). Each Lender may forward to each purchaser, transferee, assignee, servicer, participant or participant, investor in such Securities or any rating agency (a "Rating Agency Agency") rating such Securities (collectively, all of the foregoing entities collectively referred to as the "Investor") and each prospective Investor, all documents and information which such Lender now has or may hereafter acquire relating to the Debt and to BorrowerDebts, Borrower and the Property, whether furnished by Borrower, or otherwise, as such Lender determines necessary or desirable. Borrower agrees to cooperate with each Lender in connection with any transfer made or any Securities created pursuant to this Security InstrumentSection, including, without limitation, the delivery of an estoppel certificate in accordance therewith, and 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 and Borrower consents to each Lender furnishing to such Investors or such prospective Investors or Rating Agency any and all available information concerning the Property, the Leases, Leases and/or the financial condition of Borrower as may be requested by such Lender, any Investor or any prospective Investor or Rating Agency in connection with any sale, transfer or participation interest. Lender In addition to any other obligations Borrower may retain have under this Section 16.1, Borrower shall execute such amendments to the Loan Documents and Borrower's organizational documents as may be requested by any holder of a Debenture or assign responsibility for servicing any Investor to effect the Note, this Security Instrument, assignment of a Debenture and the Other Security Documents, other Loan Documents and/or issuance of Securities including (i) bifurcating a Debenture into two or may delegate some or all of such responsibility more debentures and/or obligations to a servicer including, but not limited to, any subservicer or master servicer. Lender may make such assignment or delegation on behalf of the Investors if the Note is sold 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 each Lender or (ii) dividing either Debenture 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 the applicable 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 Other Security Documents are assigned. All references to Lender herein shall refer to and include amortization of principal set forth in either Debenture, or (z) modify or amend any such servicer to other material economic term of either Debenture or the extent applicableother Loan Documents.