Common use of Transfer of Loan Clause in Contracts

Transfer of Loan. (a) Lender may, at any time, sell, transfer or assign the Loan or any portion thereof (including, without limitation, this Agreement, the Note, the Security Instrument and the other Loan Documents, and any or all servicing rights with respect thereto), or 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 (such sales, transfers, assignments, participations, offerings and/or placements, collectively, a “Securitization”) (provided, however, that so long as no Event of Default has occurred and is continuing, no such Securitization shall be to a Prohibited Transferee). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more securitizations. Lender may forward to each purchaser, transferee, assignee, servicer, participant or investor in such participations or Securities (collectively, the “Investor”) or any Rating Agency rating such 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 hereafter acquire relating to the Loan or to Borrower, any Guarantor or the Property, whether furnished by Borrower, any Guarantor or otherwise, as Lender determines necessary or desirable, including, without limitation, financial statements relating to Borrower, Guarantor, the Property and any Tenant at the Property. Borrower irrevocably waives any and all rights it may have under law or in equity to prohibit such disclosure, including but not limited to any right of privacy. Any assignee shall be treated as a Lender for all purposes hereunder. Any purchaser of a participation interest shall be entitled to the benefits of Section 2.10.1 and Section 2.11 as if it were a Lender hereunder (subject to the requirements and limitations therein, including the requirements under Section 2.11(e) (it being understood that the documentation required under Section 2.11(e) shall be delivered to the participating Lender).

Transfer of Loan. (a) Lender may, at any time, sell, transfer or assign the Loan or any portion thereof (including, without limitationNote, this Agreement, the Note, the Security Instrument and the other Loan Other Security Documents, and any or all servicing rights with respect thereto), or grant participations therein or issue mortgage pass-through passthrough 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, a “Securitization”) (provided, however, that so long as no Event of Default has occurred and is continuing, no such Securitization shall be to a Prohibited Transfereethe "Securities"). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more securitizations. Lender may forward to each purchaser, transferee, assignee, servicer, participant or investor in such participations or Securities (collectively, the “Investor”) or any Rating Agency rating such SecuritiesSecurities (collectively, the "Investor") and 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 hereafter acquire relating to the Loan or Debt and to Borrower, any Guarantor or 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, financial statements relating to Borrowerthe delivery of an estoppel certificate in accordance therewith, Guarantor, the Property and any Tenant at the Propertysuch other documents as may be reasonably requested by Lender. Borrower irrevocably waives shall also furnish and Borrower consents to Lender furnishing to such Investors or such prospective Investors or Rating Agency any and all rights it information concerning the Property, the Leases, the financial condition of Borrower as may have under law be requested by Lender, any Investor or any prospective Investor or Rating Agency in equity 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 prohibit such disclosurea servicer including, 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 right of privacy. Any assignee shall be treated as a Lender for all purposes hereunder. Any purchaser of a participation interest shall be entitled such servicer to the benefits of Section 2.10.1 and Section 2.11 as if it were a Lender hereunder (subject to the requirements and limitations therein, including the requirements under Section 2.11(e) (it being understood that the documentation required under Section 2.11(e) shall be delivered to the participating Lender)extent applicable.

Transfer of Loan. (a) Lender may, at no cost or expense to Borrower or Indemnitor, at any time, sell, transfer transfer, encumber, pledge or assign the Loan Documents or any portion thereof (including, without limitation, this Agreement, the Note, the Security Instrument and the other Loan Documentsthereof, and any or all servicing rights with respect theretothereto (collectively, a “Transfer”), or 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 (such sales, transfers, assignments, participations, offerings and/or placements, collectively, a “Securitization”) (provided, however, that so long as no Event of Default has occurred and is continuing, no such Securitization shall be to a Prohibited Transferee). At In the case of a Transfer, the transferee shall have, to the extent of such Transfer, the rights, benefits and obligations of “Lender’s election, each note and/or component comprising ” under the Loan may be subject to one or more securitizationsDocuments. Lender may forward to each purchaser, transferee, assignee, servicer, participant or participant, investor in such participations Transfer, Participation or Securities Securitization or any Rating Agency rating such Securitization (collectively, the “Investor”) that executes and delivers Lender’s form of (or another customary) non-disclosure agreement and each prospective Investor or any Rating Agency rating such Securities, each prospective Investor, and any organization 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 Loan or to Loan, the Mortgaged Property, Borrower, any Guarantor or the PropertyPrincipal, and any Indemnitor, whether furnished provided by Borrower, any Guarantor Indemnitor, or otherwise, as Lender reasonably determines necessary or desirable, including, without limitation, financial statements relating to Borrower, Guarantor, the Property and any Tenant at the Property. Borrower irrevocably waives any and all rights it may have under applicable state or federal law or in equity to prohibit such disclosuredisclosure in accordance with the provisions of this Section 14.13, including but not limited to any right of privacy. Any assignee shall Further Borrower acknowledges that such information may be treated as a transmitted via the internet or by email. Lender for all purposes hereunder. Any purchaser will notify Borrower in writing of a participation interest shall be entitled any Transfer of the Loan or any portion thereof, to the benefits extent such Transfer occurs prior to Substantial Completion (but it shall not be a default hereunder or nullify such Transfer in the event that Lender fails to deliver such notice). As long as no Event of Section 2.10.1 and Section 2.11 as if it were a Default exists, at all times prior to the funding of the entire Loan, the initial named Lender hereunder (subject shall continue to remain liable with respect to any obligation to make additional Loan Advances to Borrower in accordance with the requirements and limitations therein, including the requirements under Section 2.11(e) (it being understood that the documentation required under Section 2.11(e) shall be delivered to the participating Lender)terms of this Agreement.

Transfer of Loan. (a) Lender Indemnitee may, at any time, sell, transfer or assign the Note, the Loan or any portion thereof (including, without limitation, this Agreement, the NoteMortgage, the Security Instrument this Agreement and the other Loan Documents, and any or all servicing rights with respect thereto), or grant participations therein or issue mortgage pass-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, a “Securitization”) (provided, however, that so long as no Event of Default has occurred and is continuing, no such Securitization shall be to a Prohibited Transfereethe "Securities"). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more securitizations. Lender Indemnitee may forward to each purchaser, transferee, assignee, servicer, participant or investor in such participations Securities or any credit rating agency rating such Securities (collectively, each of the “foregoing entities hereinafter referred to as an "Investor”") or any Rating Agency rating such Securities, and each prospective Investor, and any organization maintaining databases on the underwriting and performance of commercial mortgage loans, Investor all documents and information which Lender Indemnitee now has or may hereafter acquire relating to the Loan or to Borrower, any Guarantor or each Indemnitor and the Property, whether furnished by Borrower, any Guarantor Indemnitor or otherwise, as Lender Indemnitee determines necessary or desirable. Each Indemnitor agrees to cooperate with Indemnitee in connection with any transfer made or any Securities created pursuant to this Section, including, without limitation, the delivery of an estoppel certificate required in accordance with the Loan Agreement and such other documents as may be reasonably requested by Indemnitee. Each Indemnitor shall also furnish, and each Indemnitor hereby consents to Indemnitee furnishing, to such Investors or such prospective Investors, any and all information concerning the financial statements relating to Borrower, Guarantor, condition of such Indemnitor and any and all information concerning the Property and the Leases as may be requested by Indemnitee, any Tenant 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 the Property. Borrower irrevocably waives any and all rights it may have under law or in equity to prohibit such disclosureIndemnitee' s request, including but not limited each Indemnitor shall provide an estoppel certificate to any right of privacy. Any assignee shall be treated Investor or any prospective Investor in such form, substance and detail as a Lender for all purposes hereunder. Any purchaser of a participation interest shall be entitled to the benefits of Section 2.10.1 and Section 2.11 as if it were a Lender hereunder (subject to the requirements and limitations thereinIndemnitee, including the requirements under Section 2.11(e) (it being understood that the documentation required under Section 2.11(e) shall be delivered to the participating Lender)such Investor or such prospective Investor may require.

Transfer of Loan. (a) Lender may, at any time, sell, transfer transfer, encumber, pledge or assign the Loan Documents or any portion thereof (including, without limitation, this Agreement, the Note, the Security Instrument and the other Loan Documentsthereof, and any or all servicing rights with respect theretothereto (collectively, a “Transfer”), or 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 (such sales, transfers, assignments, participations, offerings and/or placements, collectively, a “Securitization”) (provided, however, that so long as no Event of Default has occurred and is continuing, no such Securitization shall be to a Prohibited Transferee). At In the case of a Transfer, the transferee shall have, to the extent of such Transfer, the rights, benefits and obligations of “Lender’s election, each note and/or component comprising ” under the Loan may be subject to one or more securitizationsDocuments. Lender may forward to each purchaser, transferee, assignee, servicer, participant or participant, investor in such participations Transfer, Participation or Securities Securitization or any Rating Agency rating such Securitization (collectively, the “Investor”) that executes and delivers Lender’s form of (or another customary) non-disclosure agreement and ​ ​ each prospective Investor or any Rating Agency rating such Securities, each prospective Investor, and any organization 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 Loan or to Loan, the Mortgaged Property, the Collateral, Borrower, Mortgage Borrower, Mortgage Pledgor, any Guarantor or the PropertyPrincipal, and any Indemnitor, whether furnished provided by Borrower, Mortgage Borrower, Mortgage Pledgor, any Guarantor Indemnitor, or otherwise, as Lender reasonably determines necessary or desirable, including, without limitation, financial statements relating to Borrower, Guarantor, the Property and any Tenant at the Property. Borrower irrevocably waives any and all rights it may have under applicable state or federal law or in equity to prohibit such disclosuredisclosure in accordance with the provisions of this Section 14.13, including but not limited to any right of privacy. Any assignee shall Further Borrower acknowledges that such information may be treated as a Lender for all purposes hereunder. Any purchaser of a participation interest shall be entitled to transmitted via the benefits of Section 2.10.1 and Section 2.11 as if it were a Lender hereunder (subject to the requirements and limitations therein, including the requirements under Section 2.11(e) (it being understood that the documentation required under Section 2.11(e) shall be delivered to the participating Lender)internet or by email.

Transfer of Loan. (a) Lender may, at any time, and without the consent of Borrower, but at Lender's sole cost and expense, sell, transfer or assign the Loan or any portion thereof (including, without limitationNote, this Agreement, the Note, the Security Instrument and the other Loan Other Security Documents, and any or all servicing rights with respect thereto), or 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 (such sales, transfers, assignments, participations, offerings and/or placements, collectively, a “Securitization”) (provided, however, that so long as no Event of Default has occurred and is continuing, no such Securitization shall be to a Prohibited Transfereethe "Securities"). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more securitizations. Lender may forward to each purchaser, transferee, assignee, servicer, participant or participant, investor in such participations or Securities (collectively, the “Investor”) or any Rating Agency rating such Securities, Securities (all of the foregoing entities collectively referred to as the "Investor") and 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 hereafter acquire relating to the Loan or Debt and to Borrower, any Guarantor or Guarantor, any Indemnitor and the Property, whether furnished by Borrower, any Guarantor Guarantor, any Indemnitor or otherwise, as Lender determines necessary or desirable. 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 19.1, including, without limitation, financial statements relating to the delivery of an estoppel certificate required in accordance with Subsection 7.4(c) hereof and such other documents as may be reasonably requested by Lender; provided that such cooperation shall not alter the monetary terms of the Note, this Security Instrument or the Other Security Documents, or increase the obligations, or decrease the rights, of Borrower, Guarantorany Guarantor or any Indemnitor hereunder or thereunder. Borrower shall also furnish and Borrower, the Property any Guarantor and any Tenant at the Property. Borrower irrevocably waives Indemnitor consent to Lender furnishing to such Investors or such prospective Investors or Rating Agency any and all rights it information concerning the Property, the Leases, the financial condition of Borrower, any Guarantor and any Indemnitor as may have under law be requested by Lender, any Investor or any prospective Investor or Rating Agency in equity to prohibit such disclosureconnection with any sale, including but not limited to any right of privacy. Any assignee shall be treated as a Lender for all purposes hereunder. Any purchaser of a transfer or participation interest shall be entitled to the benefits of Section 2.10.1 and Section 2.11 as if it were a Lender hereunder (subject to the requirements and limitations therein, including the requirements under Section 2.11(e) (it being understood that the documentation required under Section 2.11(e) shall be delivered to the participating Lender)interest.

Transfer of Loan. (a) Lender may, at any time, sell, transfer or assign the Loan or any portion thereof (including, without limitationNote, this Agreement, the Note, the Security Instrument and the other Loan Other Security Documents, and any or all servicing rights with respect thereto), or grant participations therein or issue mortgage pass-through passthrough 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, a “Securitization”) (provided, however, that so long as no Event of Default has occurred and is continuing, no such Securitization shall be to a Prohibited Transfereethe "Securities"). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more securitizations. Lender may forward to each purchaser, transferee, assignee, servicer, participant or investor in such participations or Securities (collectively, the “Investor”) or any Rating Agency rating such SecuritiesSecurities (collectively, the "Investor") and 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 hereafter acquire relating to the Loan or Debt and to Borrower, any Guarantor or 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, financial statements relating to Borrowerthe delivery of an estoppel certificate in accordance therewith, Guarantor, the Property and any Tenant at the Propertysuch other documents as may be reasonably requested by Lender. Borrower irrevocably waives shall also furnish and Borrower consents to Lender furnishing to such Investors or such prospective Investors or Rating Agency any and all rights it information concerning the Property, the Leases, the financial condition of Borrower as may have under law be requested by Lender, any Investor or any prospective Investor or Rating Agency in equity 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 prohibit such disclosurea servicer including, 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 right of privacy. Any assignee shall be treated as a Lender for all purposes hereunder. Any purchaser of a participation interest shall be entitled such servicer to the benefits of Section 2.10.1 and Section 2.11 as if it were a Lender hereunder (subject to the requirements and limitations therein, including the requirements under Section 2.11(e) (it being understood that the documentation required under Section 2.11(e) shall be delivered to the participating Lender)extent applicable.

Transfer of Loan. (a) Lender may, at any time, sell, transfer or assign the Loan Documents or any portion thereof (including, without limitation, this Agreement, the Note, the Security Instrument and the other Loan Documentsthereof, and any or all servicing rights with respect theretothereto (collectively, a “Transfer”), or 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 (such sales, transfers, assignments, participations, offerings and/or placements, collectively, a “Securitization”) (provided, however, that so long as no Event of Default has occurred and is continuing, no such Securitization shall be to a Prohibited Transferee). At In the case of a Transfer, the transferee shall have, to the extent of such Transfer, the rights, benefits and obligations of “Lender’s election, each note and/or component comprising ” under the Loan may be subject to one or more securitizationsDocuments. Lender may may, on a confidential basis, forward to each prospective purchaser, transferee, assignee, servicer, participant or participant, investor in such participations Transfer, Participation or Securities Securitization or any Rating Agency rating such Securitization (collectively, the “Investor”) and each prospective Investor or any Rating Agency rating such Securities, each prospective Investor, and any organization 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 Loan or to Loan, the Mortgaged Property, Borrower, and any Guarantor or the PropertyIndemnitor, whether furnished provided by Borrower, any Guarantor Indemnitor, or otherwise, as Lender determines (in its reasonable discretion) necessary or desirable, including, without limitation, financial statements relating to Borrower, Guarantor, the Property and any Tenant at the Property. Borrower irrevocably waives any and all rights it may have under applicable state or federal law or in equity to prohibit such disclosure, including but not limited to any right of privacy. Any assignee 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 that results in Lender or its affiliates not retaining any ownership or servicing interest in the Loan. Lender shall be treated reimburse Borrower for its reasonable out-of-pocket costs and expenses incurred in connection with this Section 12.13. Notwithstanding the foregoing, so long as a there is then no Event of Default outstanding, Lender for all purposes hereunder. Any purchaser of a participation interest shall be entitled not undertake any Transfer or grant any Participation to the benefits of Section 2.10.1 and Section 2.11 as if it were a Lender hereunder (subject to the requirements and limitations therein, including the requirements under Section 2.11(e) (it being understood that the documentation required under Section 2.11(e) shall be delivered to the participating Lender)any Competitor.

Transfer of Loan. (a) Lender may, at any time, sell, transfer or assign the Loan or any portion thereof (including, without limitationNote, this Agreement, the Note, the Security Instrument and the other Loan Documents, and any or all servicing rights with respect thereto), or grant participations therein or issue mortgage pass-through certificates or other securities (the “Securities”) evidencing a beneficial interest Interest in a rated or unrated public offering or private placement (such sales, transfers, assignments, participations, offerings and/or placements, collectively, a “Securitization”) (provided, however, that so long as no Event of Default has occurred and is continuing, no such Securitization shall be to a Prohibited Transfereethe securities"). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more securitizations. Lender may forward to each purchaser, transferee, assignee, servicer, participant or investor in such participations Securities or any rating agency ("Rating Agency") rating such Securities (collectively, the “'Investor”") or any Rating Agency rating such Securities, and 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 hereafter acquire relating to the Loan or and to Borrower, any Guarantor or and the Property, whether furnished by Borrower, any Guarantor or otherwise, as Lender determines necessary or desirable. Borrower shall cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Security Instrument, including, without limitation, financial statements relating to Borrowerthe delivery of an estoppel certificate in accordance therewith, Guarantor, the Property and any Tenant at the Propertysuch other documents as may be reasonably required by Lender. Borrower irrevocably waives shall also furnish and Borrower consents to Lender furnishing to such Investors or such prospective Investors or Rating Agency any and all rights it information concerning the Property, the Leases, the financial condition of Borrower as may have under law be requested by Xxxxxx, any Investor or any prospective Investor or Rating Agency in equity connection with any sale, transfer or participation interest. Lender may 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 prohibit a servicer (including, without limitation, any subservicer or master servicer) or agent. Lender may make such disclosureassignment 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" In the Loan Documents shall refer to and Include any such servicer or agent, including but not limited to any right of privacy. Any assignee shall be treated as a Lender for all purposes hereunder. Any purchaser of a participation interest shall be entitled to the benefits of Section 2.10.1 and Section 2.11 extent applicable, In each case as if it were a designated by Lender hereunder (subject from time to the requirements and limitations therein, including the requirements under Section 2.11(e) (it being understood that the documentation required under Section 2.11(e) shall be delivered to the participating Lender)time.

Transfer of Loan. (a) Lender may, at any time, (i) sell, transfer or assign the Loan or any portion thereof (including, without limitation, this Agreement, the Note, the Security Instrument and the other Loan Documents, 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 Securities (the “Securities”) evidencing a beneficial interest as defined in a rated or unrated public offering or private placement (such sales, transfers, assignments, participations, offerings and/or placements, collectively, a “Securitization”) (provided, however, that so long as no Event of Default has occurred and is continuing, no such Securitization shall be to a Prohibited Transferee). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more securitizationsAgreement). Lender may forward to each purchaserany Investors (as defined in the Loan Agreement), transferee, assignee, servicer, participant or investor in such participations or Securities (collectively, the “Investor”) or to any Rating Agency (as defined in the Loan Agreement) rating such Securities, each Securities and to any 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 hereafter later acquire relating to the Loan or to Obligations, Borrower, Property Manager, any Guarantor or guarantor, any indemnitor(s), the Leases, and the Property, whether furnished by Borrower, Property Manager, any Guarantor guarantor, any indemnitor(s) or otherwise, as Lender determines necessary or desirable, including, without limitation, financial statements relating to advisable. Borrower, Guarantor, the Property any guarantor and any Tenant at indemnitor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section 5.04 including the Propertydelivery 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 irrevocably waives 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 rights it information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may have under law be reasonably requested by Lender, any Investor, any prospective Investor or in equity to prohibit such disclosure, including but not limited 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 right of privacy. Any assignee third party, Lender shall have no obligations or liabilities under the Documents for the period from and after such assignment or transfer, such third party shall be treated substituted as a Lender the lender under the Documents for all purposes hereunder. Any purchaser purposes, and Borrower shall look solely to such third party for the performance of a participation interest shall be entitled any obligations under the Documents or with respect to the benefits 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 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 2.10.1 and Section 2.11 as if it were 5.01 of the Loan Agreement, a Lender hereunder (subject transfer of title to the requirements and limitations therein, including the requirements under Section 2.11(e) (it being understood that the documentation required under Section 2.11(e) Land shall be delivered automatically transfer to the participating Lender)new owner the beneficial interest in the Deposits.

Transfer of Loan. (a) Lender may, at any time, sell, transfer or assign the Loan Documents or any portion thereof (including, without limitation, this Agreement, the Note, the Security Instrument and the other Loan Documentsthereof, and any or all servicing rights with respect theretothereto (collectively, a "Transfer"), or 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 (such sales, transfers, assignments, participations, offerings and/or placements, collectively, a “"Securitization”) ("); provided, however, that so long as no Event of Default has occurred and is continuingsuch Transfer, no such Participation or Securitization shall be to a Prohibited Transfereenot increase the obligations of Borrower or any Indemnitor (other than administrative or ministerial burdens). At In the case of a Transfer, the transferee shall have, to the extent of such Transfer, the rights, benefits and obligations of "Lender’s election, each note and/or component comprising " under the Loan may be subject to one or more securitizationsDocuments. Lender may forward to each purchaser, transferee, assignee, servicer, participant or participant, investor in such participations Transfer, Participation or Securities (collectively, the “Investor”) Securitization or any Rating Agency rating such SecuritiesSecuritization (collectively, the "Investor") and each prospective Investor, and Investor or any organization 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 Loan or to Loan, the Mortgaged Property, Borrower, any Guarantor or the PropertyPrincipal, and any Indemnitor, whether furnished provided by Borrower, any Guarantor Indemnitor, or otherwise, as Lender determines necessary or desirable, including, without limitation, financial statements relating to Borrower, Guarantor, the Property and any Tenant at the Property. Borrower irrevocably waives any and all rights it may have under applicable state or federal law or in equity to prohibit such disclosure, including but not limited to any right of privacy. Any assignee shall Further Borrower acknowledges that such information may be treated as a transmitted via the internet or by email. Lender for all purposes hereunder. Any purchaser will notify Borrower in writing of a participation any Transfer of the Loan that results in Lender or its affiliates not retaining any ownership or servicing interest shall be entitled to in the benefits of Section 2.10.1 and Section 2.11 as if it were a Lender hereunder (subject to the requirements and limitations therein, including the requirements under Section 2.11(e) (it being understood that the documentation required under Section 2.11(e) shall be delivered to the participating Lender)Loan.

Transfer of Loan. (a) Any Lender may, at any time, sell, transfer ---------------- or assign the Loan or any portion thereof (including, without limitation, this Agreement, the Note, the Security Instrument Loan Agreement, this Agreement and the other Loan Documents, and any or all servicing rights with respect thereto), or 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 (such sales, transfers, assignments, participations, offerings and/or placements, collectively, a “Securitization”) (provided, however, that so long as no Event of Default has occurred and is continuing, no such Securitization shall be to a Prohibited Transferee)therein. At Lender’s election, each note and/or component comprising the Loan may be subject to one or more securitizations. Lender Administrative Agent may forward to each purchaser, transferee, assignee, servicer, servicer or participant or investor in such participations or Securities (collectively, the “foregoing entities hereinafter collectively referred to as the "Investor”") or any Rating Agency rating such Securities, and each prospective Investor, and any organization maintaining databases on the underwriting and performance of commercial mortgage loans, all documents and information which Lender Administrative Agent now has or may hereafter acquire relating to the Loan or to Borrower, any Guarantor or the Indemnitor and any Property, whether furnished by Borrowerany of the Indemnitors, any Guarantor guarantor or otherwise, as Lender Administrative Agent determines necessary or desirable. Each Indemnitor and any guarantor agree to cooperate with 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, without limitation, financial statements relating to Borrowerthe delivery of an estoppel certificate required in accordance with the Loan Agreement and such other documents as may be reasonably requested by Administrative Agent. Each Indemnitor shall also, Guarantorat Administrative Agent's (or the applicable Lender's) sole cost and expense, the Property furnish, and each Indemnitor and any Tenant at the Property. Borrower irrevocably waives guarantor hereby consent to Administrative Agent's furnishing to such Investors or such prospective Investors, any and all rights it information concerning the financial condition of any Indemnitor and any guarantor and any and all information concerning any Property and the Leases as may have under law be reasonably requested by Administrative Agent, any Investor or any prospective Investor in equity to prohibit such disclosureconnection with any sale, including but not limited to any right of privacy. Any assignee shall be treated as a Lender for all purposes hereunder. Any purchaser of a transfer or participation interest shall be entitled to the benefits of Section 2.10.1 and Section 2.11 as if it were a Lender hereunder (subject to the requirements and limitations therein, including the requirements under Section 2.11(e) (it being understood that the documentation required under Section 2.11(e) shall be delivered to the participating Lender)interest.

Transfer of Loan. (a) Lender may, at any time, sell, transfer or assign the Loan or any portion thereof (including, without limitationNote, this Agreement, the Note, the Security Instrument Deed of Trust and the other Loan DocumentsDocuments 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 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, a “Securitization”) (provided, however, that so long as no Event of Default has occurred and is continuing, no such Securitization shall be to a Prohibited Transferee). At In the case of a Transfer, the transferee shall have, to the extent of such Transfer, the rights, benefits and obligations of “Lender’s election, each note and/or component comprising ” hereunder and the other Loan may be subject to one or more securitizationsDocuments. Lender may forward to each purchaser, transferee, assignee, servicer, participant or participant, investor in such participations Transfer, Participation or Securities Securitization or any Rating Agency (as hereinafter defined) rating such Securitization (collectively, the “Investor”) and each prospective Investor or any Rating Agency rating such Securities, each prospective Investor, and any organization 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 Loan or to Loan, the Mortgaged Property, Borrower, any Guarantor or principal of Borrower, and any guarantor and indemnitor of the PropertyLoan, whether furnished by Borrower, any Guarantor guarantor, indemnitor or otherwise, as Lender determines necessary or desirable, including, without limitation, financial statements relating to Borrower, Guarantor, the Property and any Tenant at the Property. Borrower irrevocably waives any and all rights it may have under applicable state or federal law or in equity to prohibit such disclosure, including but not limited to any right of privacy. Any assignee 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 that results in Lender or its affiliates not retaining any ownership or servicing interest in the Loan. The term “Rating Agency” shall be treated as mean each statistical rating agency that has assigned a Lender for all purposes hereunder. Any purchaser of a participation interest shall be entitled rating to the benefits of Section 2.10.1 and Section 2.11 as if it were a Lender hereunder (subject to the requirements and limitations therein, including the requirements under Section 2.11(e) (it being understood that the documentation required under Section 2.11(e) shall be delivered to the participating Lender)Securities.

Transfer of Loan. (a) Lender Mortgagee may, at any time, sell, transfer or assign this Mortgage, the Loan Documents, or any portion thereof (including, without limitation, this Agreement, the Note, the Security Instrument and the other Loan Documentsof its interests therein, and any or all servicing rights with respect thereto), or 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 (such sales, transfers, assignments, participations, offerings and/or placements, collectively, a “Securitization”) (provided, however, that so long as no Event of Default has occurred and is continuing, no such Securitization shall be to a Prohibited Transfereethe "Securities"). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more securitizations. Lender Mortgagee may forward to each purchaser, transferee, assignee, servicer, participant or participant, investor in such participations Securities or any rating agency (a "Rating Agency") rating such Securities (collectively, all of the “foregoing entities collectively referred to as the "Investor”") or any Rating Agency rating such Securities, and each prospective Investor, and any organization maintaining databases on the underwriting and performance of commercial mortgage loans, all documents and information which Lender Mortgagee now has or may hereafter acquire relating to the Loan or to BorrowerSecured Obligations, any Guarantor or Mortgagor and the Mortgaged Property, whether furnished by Borrower, any Guarantor or otherwise, as Lender Mortgaged determines necessary or desirable. Mortgagor agrees to cooperate with Mortgagee in connection with any txxxxxxx xade or any Securities created pursuant to this Section 39, including, without limitation, financial statements relating provided such cooperation does not require Mortgagor to Borrower, Guarantor, the Property incur any material cost or expense. Mortgagor shall also furnish (and any Tenant at the Property. Borrower irrevocably waives Mortgagor consents to Mortgagee furnishing) to such Investors or such prospective Investors or Rating Agency any and all rights it available information concerning the Mortgaged Property, the Leases and/or the financial condition of Mortgagor as may be requested by Mortgagee, any Investor or any prospective Investor or Rating Agency in connection with any such sale, transfer or participation interest. In addition to any other obligations Mortgagor may have under law 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 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 equity to prohibit such disclosurethe Loan Agreement, including but not limited to or (z) modify or amend any right other material economic term of privacy. Any assignee shall be treated as a Lender for all purposes hereunder. Any purchaser of a participation interest shall be entitled to the benefits of Section 2.10.1 and Section 2.11 as if it were a Lender hereunder (subject to the requirements and limitations therein, including the requirements under Section 2.11(e) (it being understood that the documentation required under Section 2.11(e) shall be delivered to the participating Lender)Loan Documents.

Transfer of Loan. (a) Lender may, at any time, sell, transfer transfer, encumber, pledge or assign the Loan Documents or any portion thereof (including, without limitation, this Agreement, the Note, the Security Instrument and the other Loan Documentsthereof, and any or all servicing rights with respect theretothereto (collectively, a “Transfer”), or 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 (such sales, transfers, assignments, participations, offerings and/or placements, collectively, a “Securitization”) (provided, however, that so long as no Event of Default has occurred and is continuing, no such Securitization shall be to a Prohibited Transferee). At In the case of a Transfer, the transferee shall have, to the extent of such Transfer, the rights, benefits and obligations of “Lender’s election, each note and/or component comprising ” under the Loan may be subject to one or more securitizationsDocuments. Lender may forward to each purchaser, transferee, assignee, servicer, participant or participant, investor in such participations Transfer, Participation or Securities Securitization or any Rating Agency rating such Securitization (collectively, the “Investor”) that executes and delivers Lender’s form of (or another customary) non-disclosure agreement and each prospective Investor or any Rating Agency rating such Securities, each prospective Investor, and any organization 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 Loan or to Loan, the Mortgaged Property, Borrower, any Guarantor or the PropertyPrincipal, and any Indemnitor, whether furnished provided by Borrower, any Guarantor Indemnitor, or otherwise, as Lender reasonably determines necessary or desirable, including, without limitation, financial statements relating to Borrower, Guarantor, the Property and any Tenant at the Property. Borrower irrevocably waives any and all rights it may have under applicable state or federal law or in equity to prohibit such disclosuredisclosure in accordance with the provisions of this Section 14.13, including but not limited to any right of privacy. Any assignee 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 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 treated unreasonably withheld, conditioned or delayed. As long as no Event of Default exists, at all times prior to 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 having no further obligation to make a Disbursement to Borrower), Lender for all purposes hereunder. Any purchaser shall: (i) in connection with a Transfer of a participation fifty percent (50%) or less interest shall be entitled in the Loan, make such transfer only to 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 benefits lesser of Section 2.10.1 (x) 125% of said entity’s pro-rata share of the then un-funded Loan amount, and Section 2.11 as if it were (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 Lender hereunder fifty percent (subject 50%) interest in the Loan, make such Transfer only to an 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 an amount not less than the requirements lesser of: (A) 125% of said entity’s pro-rata share of the then unfunded Loan amount, and limitations therein, including (B) the requirements under Section 2.11(e) (it being understood that sum of 100% of said entity’s pro-rata share of the documentation required under Section 2.11(e) shall be delivered to the participating Lender)unfunded Loan amount and $20,000,000.

Transfer of Loan. (a) 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 Loan Documents or any portion thereof (including, without limitation, this Agreement, the Note, the Security Instrument and the other Loan Documentsthereof, and any or all servicing rights with respect theretothereto (collectively, a “Transfer”), or 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 (such sales, transfers, assignments, participations, offerings and/or placements, collectively, a “Securitization”) (provided, however, that so long as no Event of Default has occurred and is continuing, no such Securitization shall be to a Prohibited Transferee). At In the case of a Transfer, the transferee shall have, to the extent of such Transfer, the rights, benefits and obligations of “Lender’s election, each note and/or component comprising ” under the Loan may be subject to one or more securitizationsDocuments. Lender may forward to each purchaser, transferee, assignee, servicer, participant or participant, investor in such participations Transfer, Participation or Securities Securitization or any Rating Agency rating such Securitization (collectively, the “Investor”) that executes and delivers Lender’s form of (or another customary) non-disclosure agreement and each prospective Investor or any Rating Agency rating such Securities, each prospective Investor, and any organization 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 Loan or to Loan, the Mortgaged Property, the Collateral, Borrower, Mortgage Borrower, Additional Pledgor, any Guarantor or the PropertyPrincipal, and any Indemnitor, whether furnished provided by Borrower, Mortgage Borrower, Additional Pledgor, any Guarantor Indemnitor, or otherwise, as Lender reasonably determines necessary or desirable, including, without limitation, financial statements relating to Borrower, Guarantor, the Property and any Tenant at the Property. Borrower irrevocably waives any and all rights it may have under applicable state or federal law or in equity to prohibit such disclosuredisclosure in accordance with the provisions of this Section 14.13, including but not limited to any right of privacy. Any assignee shall Further Borrower acknowledges that such information may be treated as a Lender for all purposes hereunder. Any purchaser of a participation interest shall be entitled to transmitted via the benefits of Section 2.10.1 and Section 2.11 as if it were a Lender hereunder (subject to the requirements and limitations therein, including the requirements under Section 2.11(e) (it being understood that the documentation required under Section 2.11(e) shall be delivered to the participating Lender)internet or by email.

Transfer of Loan. (a) Lender may, at any time, sell, transfer or assign the Loan or any portion thereof (including, without limitation, this AgreementLoan, the Note, the Security Instrument and the other Loan Documents, Documents and any or all servicing rights with respect thereto), or 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 (the “Securities”) secured by or evidencing ownership interests in the Note and the Security Instrument (each such salessale, transfersassignment, assignments, participations, offerings and/or placements, collectivelyparticipation or securitization, a “SecuritizationSecondary Market Transaction”) (provided, however, that so long as no Event of Default has occurred and is continuing, no such Securitization shall be to a Prohibited Transferee). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more securitizations. Lender may forward to each purchaser, transferee, assignee, servicer, participant or participant, investor in such participations Securities or Securities any NRSRO (collectively, all of the foregoing entities collectively referred to as the “Investor”) or any Rating Agency rating such Securities, and 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 hereafter acquire relating to the Loan or and to Borrower, any Borrower Representative and Guarantor or and the Property, 88 Xxxxxxxx - Stamford whether furnished by Borrower, any Borrower Representative, Guarantor or otherwise, as Lender determines necessary or desirableappropriate. (b) If requested by Lender, Borrower shall assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies or applicable Legal Requirements in connection with any Secondary Market Transactions, including to: (i) (A) provide updated financial and other information with respect to the Property, the business operated at the Property, Borrower, Borrower Representative, Guarantor, any Affiliate of Borrower, Borrower Representative, Guarantor 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 Lender and the NRSROs, and their respective counsel, agents and representatives, as to bankruptcy non-consolidation, fraudulent conveyance and true sale, or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Property, Borrower, Borrower Representative, Guarantor and any Affiliate of Borrower, Borrower Representative or Guarantor, which counsel and opinions shall be 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 Borrower’s organizational documents as Lender or the Rating Agencies may require, including, without limitation, the addition of one or more Independent Directors pursuant to the terms and provisions of Schedule III attached hereto; (v) provide access to, and conduct tours of, the Property; and (vi) provide certifications or other evidence of reliance acceptable to Lender 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, at the time a Disclosure Document (as hereinafter defined) is being prepared for a Secondary Market Transaction, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower (including Guarantor or other Person that is directly or indirectly committed by contract or otherwise to make payments on all or a part of the Loan) collectively, or the Property alone or the Property and any Related Property collectively, will be a Significant Obligor, the Borrower shall furnish to Lender upon request the following financial information: (i) if Lender expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Secondary Market Transaction, may equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage 88 Xxxxxxxx - Stamford loans included or expected to be included in the Secondary Market Transaction, net operating income for the Property and any Related Property for the most recent fiscal year and interim period as required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of Regulation S-K and Item 1112(b)(1) of Regulation AB); or (ii) if Lender expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Secondary Market Transaction, may equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included in the Secondary Market Transaction, the financial statements required under Item 1112(b)(2) of Regulation AB (which includes, but may not be limited to, a balance sheet with respect to the entity that Lender determines to be a Significant Obligor for the two most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-01 of Regulation S-X (17 C.F.R. Part 210), and statements of income and statements of cash flows with respect to the Property for the three most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-02 of Regulation S-X (or if Lender determines that the Property is the Significant Obligor and the Property (other than properties that are hotels, nursing homes, or other properties that would be deemed to constitute a business and not real estate under Regulation S-X or other legal requirements) was acquired from an unaffiliated third party and the other conditions set forth in Rule 3-14 of Regulation S-X have been met, the financial statements required by Rule 3-14 of Regulation S-X)). (d) Further, if requested by Lender, Borrower shall, promptly upon Lender’s request, furnish to Lender financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, for any Tenant of the Property if, in connection with a Secondary Market Transaction, Lender expects there to be, as of the cutoff date for such Secondary Market Transaction, a concentration with respect to such Tenant or group of Affiliated Tenants within all of the mortgage loans included or expected to be included in the Secondary Market Transaction such that such Tenant or group of Affiliated Tenants would constitute a Significant Obligor. Subject to the right of Borrower to obtain and disclose such information pursuant to the terms and conditions of outstanding Leases or otherwise, Borrower shall furnish to Lender, in connection with the preparation of the Disclosure Documents and on an ongoing basis, financial data and/or financial statements with respect to such Tenants meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) filings pursuant to the Exchange Act in connection with or relating to the Secondary Market Transaction (an “Exchange Act Filing”) are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (e) If Lender determines that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Property alone or the Property and any Related Property collectively, are a Significant Obligor, then Borrower shall furnish to Lender, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) Exchange Act Filings are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (f) Any financial data or financial statements provided pursuant to this Section 9.1 shall be furnished to Lender within the following time periods: 88 Xxxxxxxx - Stamford (i) with respect to information requested in connection with the preparation of Disclosure Documents for a Secondary Market Transaction, within ten (10) Business Days after notice from Lender; and (ii) with respect to ongoing information required under Section 9.1(d) and (e) above, (A) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (B) not later than seventy-five (75) days after the end of each fiscal year of Borrower. (g) If requested by Lender, Borrower shall provide Lender, promptly, and in any event within three (3) Business Days following Lender’s request therefor, with any other or additional financial statements, or financial, statistical or operating information, as Lender shall reasonably determine to be required pursuant to Regulation S-K or Regulation S-X, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements relating to a Secondary Market Transaction or as shall otherwise be reasonably requested by the Lender. (h) If requested by Lender, whether in connection with a Secondary Market Transaction or at any time thereafter during which the Loan and any Related Loans are included in a Secondary Market Transaction, the Borrower shall provide Lender, promptly upon request, but subject to the limitations with respect to Tenant information described in Section 9.1(d), a list of Tenants (including all affiliates of such Tenants) that in the aggregate (1) occupy 10% or more (but less than 20%) of the total floor area of the improvements or represent 10% or more (but less than 20%) of aggregate base rent, and (2) occupy 20% or more of the total floor area of the Improvements or represent 20% or more of aggregate base. (i) All financial statements provided by Borrower pursuant to this Section 9.1(c), (d), (e) or (f) shall be prepared in accordance with GAAP and shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and other applicable Legal Requirements. All financial statements relating to a Fiscal Year shall be audited by independent accountants in accordance with generally accepted auditing standards, Regulation S-X or Regulation S-K, as applicable, Regulation AB, and all other applicable Legal Requirements, shall be accompanied by the manually executed report of the independent accountants thereon, which report shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and all other applicable Legal Requirements, and shall be further accompanied by a manually executed written consent of the independent accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such independent accountants and the reference to such independent accountants as “experts” in any Disclosure Document and Exchange Act Filing (or comparable information is required to otherwise be available to holders of the Securities under Regulation AB or applicable Legal Requirements), all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial statements shall be certified by the chief financial officer of Borrower, Guarantor, the Property and any Tenant at the Property. Borrower irrevocably waives any and all rights it may have under law or in equity to prohibit which certification shall state that such disclosure, including but not limited to any right of privacy. Any assignee shall be treated as a Lender for all purposes hereunder. Any purchaser of a participation interest shall be entitled to the benefits of Section 2.10.1 and Section 2.11 as if it were a Lender hereunder (subject to financial statements meet the requirements and limitations therein, including set forth in the requirements under Section 2.11(e) (it being understood that the documentation required under Section 2.11(e) shall be delivered to the participating Lender)first sentence of this paragraph.

Transfer of Loan. (a) Lender may, at any time, sell, transfer or assign the Loan or any portion thereof (including, without limitation, this AgreementLoan, the Note, the Security Instrument and the other Loan Documents, Documents and any or all servicing rights with respect thereto), or 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 (the “Securities”) secured by or evidencing ownership interests in the Note and the Security Instrument (each such salessale, transfersassignment, assignments, participations, offerings and/or placements, collectivelyparticipation or securitization, a “SecuritizationSecondary Market Transaction”) (provided, however, that so long as no Event of Default has occurred and is continuing, no such Securitization shall be to a Prohibited Transferee). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more securitizations. Lender may forward to each purchaser, transferee, assignee, servicer, participant or participant, investor in such participations Securities or Securities any NRSRO (collectively, all of the foregoing entities collectively referred to as the “Investor”) or any Rating Agency rating such Securities, and 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 hereafter acquire relating to the Loan or and to Borrower, any Borrower and Guarantor or and the Property, whether furnished by Borrower, any Guarantor or otherwise, as Lender determines necessary or desirable, including, without limitation, financial statements relating appropriate. (b) Borrower and Guarantor agree to Borrower, Guarantor, the Property and cooperate with Lender in connection with any Tenant at the Propertytransfer made or any Securities created pursuant to this Section 9.1. Borrower irrevocably waives shall also promptly furnish, and Borrower and Guarantor consent to Lender furnishing, to such Investors or such prospective Investors or Rating Agency any and all rights it available information concerning the Property, the Leases, the financial condition of Borrower and Guarantor as may have under law be requested by Lender, any Investor or in equity to prohibit such disclosureany prospective Investor or Rating Agency (including, 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 right 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 privacythe 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. Any assignee Subject to Section 9.3, none of Borrower or Guarantor shall be treated as a 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 purposes hereunder. Any purchaser of a participation interest shall be entitled disclosure requirements pursuant to the benefits 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 Section 2.10.1 and Section 2.11 the foregoing) or required by any other Legal Requirements, in each case, in connection with any Disclosure Document (as if it were a Lender hereunder (subject hereinafter defined) or any filings pursuant to the requirements and limitations therein, including the requirements under Section 2.11(e) (it being understood that the documentation required under Section 2.11(e) shall be delivered Exchange Act in connection with or relating to the participating Secondary Market Transaction (an “Exchange Act Filing”) or as may otherwise be reasonably requested by Lender).

Transfer of Loan. Subject to Article IX of the Loan Agreement, (a) Lender may, at any time, sell, transfer or assign the Note, the Loan or any portion thereof (including, without limitation, this Agreement, the NoteSecurity Instrument, the Security Instrument this Agreement and the other Loan Documents, and any or all servicing rights with respect thereto), or 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 (such sales, transfers, assignments, participations, offerings and/or placements, collectively, a the “SecuritizationSecurities”) (provided, however, that so long as no Event of Default has occurred and is continuing, no such Securitization shall be to a Prohibited Transferee). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more securitizations. Lender may forward to each purchaser, transferee, assignee, servicer, participant or investor in such participations Securities or Securities any credit rating agency (collectively, the foregoing entities hereinafter collectively referred to as the “Investor”) or any Rating Agency rating such Securities, and 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 hereafter acquire relating to the Loan or to Borrower, any Guarantor or and the Property, whether furnished by BorrowerGuarantor, any Guarantor other guarantor or otherwise, as Lender determines reasonably necessary or desirable. Guarantor agrees to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section, including, without limitation, the delivery of an estoppel certificate required in accordance with the Loan Agreement and such other documents as may be reasonably requested by Lender. Guarantor shall also furnish, and Guarantor and any other guarantor hereby consent to Lender furnishing to such Investors or such prospective Investors, any and all information concerning the financial statements relating to Borrower, Guarantor, condition of the Guarantor and any other guarantor and any and all information concerning the Property and the Leases as may be requested by Lender, any Tenant at the Property. Borrower irrevocably waives Investor or any and all rights it may have under law prospective Investor in connection with any sale, transfer or in equity to prohibit such disclosure, including but not limited to any right of privacy. Any assignee shall be treated as a Lender for all purposes hereunder. Any purchaser of a participation interest shall be entitled to the benefits of Section 2.10.1 and Section 2.11 as if it were a Lender hereunder (subject to the requirements and limitations therein, including the requirements under Section 2.11(e) (it being understood that the documentation required under Section 2.11(e) shall be delivered to the participating Lender)interest.