Common use of LENDER'S RIGHTS Clause in Contracts

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s 's expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s 's continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, and an assumption of the Note hereof and the other Loan Documents as so modified by the proposed Prohibited TransferTransfer to reflect any change in the ownership, directly and/or indirectly, of Borrower, Pledgor, Additional Obligor, any SPE Component Entity and/or the Property, (b) receipt of payment of (x) with respect to any Prohibited Transfer request that, if granted, would result in a change of Control of Borrower, Pledgor, Additional Obligor, and/or any SPE Component Entity, a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited TransferTransfer and (y) for any other request under this Section 6.5, a transfer fee of one percent (1%) of the Allocated Loan Amount for the Individual Property(ies) that is the subject of such request, (c) receipt of written confirmation from the a Rating Agencies that Agency Confirmation with respect to the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a SecuritizationTransfer, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (Agreement, including, without limitation, the covenants in Article 6) and the other Loan Documents5, (e) receipt of a New Non-Consolidation Opinion with respect to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and and/or (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine determine, acting in its reasonable discretion good faith, to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. If any Damage occurs and some or all of it is covered by insurance, then (i) Lender reserves may, but is not obligated to, make proof of loss if not made promptly by Borrower and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage [notwithstanding the foregoing provisions of this subsection (b)(i), so long as no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default) has occurred and is continuing at any time during such settlement, adjustment or compromise, Lender shall provide Borrower with written notice of any settlement, adjustment or compromise of such claim made solely by Xxxxxx]; (ii) each insurance company concerned is authorized and directed to make payment directly to Lender for the Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (2) subject to Section 3.07(c) and at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not be excused in the payment thereof); (B) the cure of any default under the Documents; or (C) the Restoration. Notwithstanding the foregoing, if there shall then be no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default), Borrower shall have the right to condition settle, adjust or compromise any claim for Damage if the consent to a Prohibited Transfer requested hereunder upon total amount of such claim is less than $130,000.00 (a) a modification the “Borrower Claim Threshold”), provided, that, Borrower promptly uses the full amount of such insurance proceeds for Restoration of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, Damage and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal provides evidence thereof to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result Lender in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory manner acceptable to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by held without the payment of interest thereon. If Borrower whether receives any insurance proceeds for the Damage, Borrower shall promptly deliver the proceeds to Lender. Notwithstanding anything in this Instrument or not Lender consents at law or in equity to the Prohibited Transfer. contrary, none of the insurance proceeds paid to Lender shall not be required to demonstrate any actual impairment deemed trust funds and Lender may dispose of its security or any increased these proceeds as provided in this Section. Borrower expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. If any Damage occurs and some or all of it is covered by insurance, then (i) Lender reserves may, but is not obligated to, make proof of loss if not made promptly by Borrower and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage [notwithstanding the foregoing provisions of this subsection (b)(i), so long as no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default) has occurred and is continuing at any time during such settlement, adjustment or compromise, Lender shall provide Borrower with written notice of any settlement, adjustment or compromise of such claim made solely by Lender]; (ii) each insurance company concerned is authorized and directed to make payment directly to Lender for the Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (2) subject to Section 3.07(c) and at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not be excused in the payment thereof); (B) the cure of any default under the Documents; or (C) the Restoration. Notwithstanding the foregoing, if there shall then be no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default), Borrower shall have the right to condition settle, adjust or compromise any claim for Damage if the consent to a Prohibited Transfer requested hereunder upon total amount of such claim is less than $122,500.00 (a) a modification the “Borrower Claim Threshold”), provided, that, Borrower promptly uses the full amount of such insurance proceeds for Restoration of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, Damage and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal provides evidence thereof to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result Lender in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory manner acceptable to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by held without the payment of interest thereon. If Borrower whether receives any insurance proceeds for the Damage, Borrower shall promptly deliver the proceeds to Lender. Notwithstanding anything in this Instrument or not Lender consents at law or in equity to the Prohibited Transfer. contrary, none of the insurance proceeds paid to Lender shall not be required to demonstrate any actual impairment deemed trust funds and Lender may dispose of its security or any increased these proceeds as provided in this Section. Borrower expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in In the event a an opinion letter pertaining to substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion letter to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter hereof (other than the basic economic terms of the Loan, terms) and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s 's expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s 's continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property being managed by a Qualified Manager and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Without obligating Lender to grant any consent under Section 6.2 hereof which Lender may grant or withhold in its sole discretion, Lender reserves the right to condition the consent to a Prohibited Transfer requested required hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms hereof and of the LoanLoan Agreement, and the Note or the other Loan Documents; (b) an assumption of the Note Loan Agreement, the Note, this Security Instrument and the other Loan Documents as so modified by the proposed Prohibited Transfertransferee, (b) receipt subject to the provisions of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance Section 11.22 of the Loan and Agreement; (c) payment of all of Lender’s 's reasonable expenses incurred in connection with such Prohibited Transfer, transfer; (cd) receipt of written the confirmation from in writing by the applicable Rating Agencies that the Prohibited Transfer proposed transfer will not not, in and of itself, result in a downgrade, qualification or withdrawal or qualification of the initial, or or, if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with any Securitization; (e) the delivery of a Securitization, nonconsolidation opinion reflecting the proposed transfer satisfactory in form and substance to Lender; (df) the proposed transferee’s 's continued compliance with the representations and covenants set forth in this Agreement Section 3.1.24 and 4.2.11 of the Loan Agreement; (including, without limitation, g) the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change delivery of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement evidence satisfactory to LenderLender that the single purpose nature and bankruptcy remoteness of Borrower, and its shareholders, partners or members, as the case may be, following such transfers are in accordance with the standards of the Rating Agencies; (fh) the satisfaction of proposed transferee's ability to satisfy Lender's then-current underwriting standards; or (i) such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents , including, without limitation, the creditworthiness, reputation and qualifications of the transferee with respect to the Prohibited TransferLoan and the Property. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfer, other than any Transfer permitted pursuant to the Loan Agreement, regardless of whether voluntary or not, or whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half quarter of one percent (0.50.25%) of the outstanding principal balance of the Loan and all of Lender’s 's expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s 's continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property Properties and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-one half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s 's expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s 's continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (ed) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principalor Mortgage Borrower, a new manager for the Property and a new management agreement satisfactory to Lender, (e) the satisfaction of all conditions set forth in Section 7.4 of the Mortgage Loan Agreement, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating AgenciesLender.

LENDER'S RIGHTS. If any Damage occurs and some or all of it is covered by insurance, then (i) Lender reserves may, but is not obligated to, make proof of loss if not made promptly by Borrower and/or Property Manager, and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage; (ii) each insurance company concerned is authorized and directed to make payment directly to Lender for such Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (A) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (B) subject to Section 3.07(c) and at Lender’s option, to (1) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that if any Obligations remain outstanding after this payment, then the unpaid Obligations shall continue in full force and effect, and Borrower shall not be excused in the payment thereof), (2) the cure of any default under the Documents, or (3) the Restoration. Notwithstanding the foregoing, if no Event of Default has occurred (and if there shall then be no event which with the passage of time and/or giving of notice would constitute an Event of Default), then Borrower shall have the right to condition settle, adjust or compromise any claim for Damage if the consent to a Prohibited Transfer requested hereunder upon total amount of such claim is less than the lesser of (a1) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, $500,000.00 and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b2) receipt of payment of a transfer fee equal to one-half of one two percent (0.52%) of the outstanding principal balance Allocated Loan Amount with respect to Borrower’s Individual Property, provided that Borrower promptly uses the full amount of such insurance proceeds for Restoration of the Loan Damage and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result provides evidence thereof to Lender in a downgrade, withdrawal or qualification of manner acceptable to Lender. If Borrower receives any insurance proceeds for the initial, or if higherDamage, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) Borrower shall promptly deliver the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory proceeds to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereofentire unpaid principal balance on this Note and all accrued unpaid interest immediately due, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanwithout notice, and an assumption then Borrower will pay that amount. Upon default, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, increase the variable interest rate on this Note 3.000 percentage points. The interest rate will not exceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's, costs of the Note collection, including court costs and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one fifteen percent (0.515%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transferplus accrued interest as attorneys' fees, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal it any sums owing under this Note are collected by or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All outthrough an attorney-ofat-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferlaw, whether or not Lender has consented there is a lawsuit, and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any previous Prohibited Transferautomatic stay or injunction), appeals, and any anticipated post-judgment collection services. Notwithstanding anything to the contrary contained in this Section 7.4If not prohibited by applicable law, Borrower also will pay any court costs, in the event addition to all other sums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF GEORGIA. SUBJECT TO THE PROVISIONS ON ARBITRATION, THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED in ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA. DISHONORED ITEM FEE. Borrower will pay a substantive non-consolidation opinion was delivered fee to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale twenty dollars ($20.00) or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine five percent (495%) of the ownership interests in face amount of the check, whichever is greater, if Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver makes a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender payment an Borrower's loan and the Rating Agenciescheck or preauthorized charge with which Borrower pays is later dishonored.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies (a “Rating Agency Confirmation”) that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement Security Instrument (including, without limitation, the covenants in Article 6Sections 4.2 and 4.3) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested required hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an on assumption of the Note Note, this Security Instrument and the other Loan Other Security Documents as so modified by the proposed Prohibited Transfertransferee, (b) receipt of payment of a transfer fee equal to one-half of not less than one percent (0.51%) of the outstanding principal balance of the Loan Note (the "Transfer Fee"), a $4,000 processing fee, and all of Lender’s 's expenses incurred in connection with such Prohibited Transfertransfer, (c) receipt the approval by a Rating Agency of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s , the proposed transferee's continued compliance with the covenants set forth in this Agreement (Security Instrument, including, without limitation, the covenants in Article 6) and the other Loan DocumentsSection 4.2 hereof, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of or such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. Notwithstanding the preceding sentence, (i) no Transfer Fee shall be payable in connection with any Permitted Transfer and (ii) in the event of any transfer of shareholder interests in Borrower other than a Permitted Transfer, the Transfer Fee equal to seventy-five hundredths of a percent (0.75%) of the principal balance of the Note. All out-of-pocket of Lender's expenses incurred by Lender and the $4,000 processing fee shall be payable by Borrower whether or not Lender consents to the Prohibited Transfertransfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made Borrower's sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfersale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property regardless of whether voluntary or not, or whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4sale, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating AgenciesProperty.

LENDER'S RIGHTS. Lender reserves and any person designated by Lender may, upon reasonable prior notice to Borrower (except in an emergency or following an Event of Default, when no such prior notification will be required) and subject to the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification rights of the terms hereofresidents at Borrower’s Individual Property, in enter Borrower’s Individual Property to assess the environmental condition of such Individual Property and its use including (i) conducting any environmental assessment or audit (the scope of which shall be determined by Lender) and (ii) taking samples of soil, groundwater or other water, air, or building materials, and conducting other invasive testing at all reasonable times when (A) an Event of Default has occurred under the Documents (unless Lender has accepted cure of such Event of Default by specific written statement from Lender to Borrower acknowledging Lender’s reasonable discretion acceptance of such cure, and Borrower specifically understands and agrees that Lender shall have no obligation whatsoever to accept the cure of any Event of Default), (B) Lender reasonably believes that a Release has occurred or the Individual Property is not in compliance with all Environmental Laws, or (C) the Loan is being considered for sale (provided that such modifications shall not alter the basic economic terms of the Loan, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (bx) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing entry under clause (C) only shall be at Lender’s expense and (y) no Phase II testing shall be permitted solely pursuant to clause (C)), which entry under this clause (C) only (1) shall be limited to twice per year, (2) shall be limited to a Phase I environmental site assessment unless Phase II or other invasive testing is recommended by a reputable environmental consultant engaged by Lender (in which event, copies of such recommendations and supporting information will be provided to Borrower prior to entry by Lender or any such person designated by Lender for the Loanpurpose of conducting the Phase II or other invasive testing), and if (3) shall, in each instance, require at least seven (7) days’ prior written notice to Borrower for any Sale Phase I testing and at least five (5) days’ prior written notice to Borrower for any Phase II or Pledge permitted under this Article 7 results in other invasive testing. Borrower shall cooperate (and shall require Property Manager to cooperate) with and provide access to Lender and such person. Lender and any such person shall use reasonable efforts to minimize interference with the use or operation of Borrower’s Individual Property by Borrower, any Tenant or any other Person and user or occupant of Borrower’s Individual Property, and, following assessment, sampling or testing, Lender shall be required to restore Borrower’s Individual Property to substantially its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, condition prior to such transfer assessment, sampling or testing (and of required unless prohibited from doing so by LenderEnvironmental Laws), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves In the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification case of the terms hereofevents specified in items (i) and (ii) of Section 3.4.2 above, Lender shall promptly notify Borrower thereof. Upon the date as shall be specified in such notice, the obligation of Lender to make advances under any Borrowing Tranche(s) at the Base Rate shall be suspended until Lender shall have later notified Borrower of Lender’s reasonable discretion determination that the circumstances set forth in Section 3.4.2 no longer exist. If at any time Lender notifies Borrower that it has made a determination under Section 3.4.2, then with respect to any Loan Request previously submitted but not yet funded and with respect to each Borrowing Tranche on which an Interest Period shall thereafter expire, the applicable Borrowing Tranche(s) shall from and after the date specified in such notice be deemed to bear interest utilizing an index reasonably determined by Lender to reflect the cost to Lender of establishing and maintaining any Borrowing Tranche. Any determination of the resulting alternative interest rate shall be entitled to a presumption of correctness absent manifest error. Notwithstanding the foregoing, in such event Borrower may elect to terminate this Agreement and the parties’ obligations under the Loan Documents in accordance with the provisions of Section 2.14, provided that such modifications (i) Borrower’s obligations hereunder shall not alter the basic economic terms only terminate upon Borrower’s repayment of the LoanLoan (ii) in the event such election shall occur at any time at which any Rate Swap Agreement is in effect, and an assumption Borrower shall provide each counterparty with all necessary notice under each Qualified Rate Swap Agreement to terminate each Qualified Rate Swap Agreement as of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt date of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance repayment in full of the Loan and the Borrower shall deposit with the Lender for payment to the counterparty of each Qualified Rate Swap Agreement, any payments due under any Qualified Rate Swap Agreement and all Hedge Fees and (iii) in the event such election shall occur at any time at which any Borrowing Tranches then outstanding shall have accrued interest at the alternative interest rate by operation of Lender’s expenses incurred the provisions of this Section 3.4.3 for a period of at least thirty (30) consecutive days, Borrower shall not be obligated to pay the Prepayment Fee, liquidated Unused Facility Fee, liquidated Minimum Usage Fee, or liquidated Minimum Servicing Fee otherwise specified in Section 2.14.2 in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciestermination.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed transferee and a modification of the Loan Documents to the extent reasonably necessary to reflect the Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6VI) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager Qualified Manager for the each Individual Property and a new management agreement Management Agreement reasonably satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lenderreasonably require. All reasonable actual out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.47.04, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 VII results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance reasonably acceptable in all respects to Lender and acceptable in all respects to the Rating Agencies.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right entire unpaid principal balance on this Agreement and all accrued unpaid interest immediately due, without notice, and then Borrower will pay that amount. Upon default, including failure to condition pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, do one or both of the consent to a Prohibited Transfer requested hereunder upon following: (a) a modification of increase the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanvariable interest rate on this Agreement to 25.000% per annum, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal add any unpaid accrued interest to one-half of one percent (0.5%) of principal and such sum will bear interest therefrom until paid at the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth rate provided in this Agreement (includingincluding any increased rate). The interest rate will not exceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower also will pay Lender that amount. This includes, without limitationsubject to any limits under applicable law, the covenants in Article 6) Lender's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or 's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorney's fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of fortyanticipated post-nine percent (49%) of the ownership interests in Borrower or Borrower Principaljudgement collection services. If not prohibited by applicable law, Borrower shallalso will pay any court costs, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS AGREEMENT HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF COLORADO. IF THERE IS A LAWSUIT, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited TransferBORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF BOULDER COUNTY, which opinion shall be in formTHE STATE OF COLORADO. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, scope and substance acceptable in all respects to Lender and the Rating AgenciesPROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, If any Damage occurs and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and some or all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higherit is covered by insurance, then current ratings issued in connection with a Securitization(i) Lender may, or but is not obligated to, make proof of loss if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower made promptly by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to LenderBorrower, and (fA) provided that no Event of Default has occurred, Borrower may, subject to Lender’s prior written approval (not to be unreasonably withheld, conditioned or delayed), settle, adjust, or compromise any claims for the Damage, and (B) following an Event of Default, Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage; (ii) each insurance company concerned is authorized and directed to make payment of insurance proceeds in excess of $500,000 directly to Lender for the Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (2) subject to Section 3.07(c) and at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not be excused in the payment thereof); (B) the satisfaction cure of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in any default under the interest of LenderDocuments; or (C) the Restoration. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by held without the payment of interest thereon. If Borrower whether receives any insurance proceeds for the Damage, Borrower shall promptly deliver the proceeds to Lender. Notwithstanding anything in this Instrument or not Lender consents at law or in equity to the Prohibited Transfer. contrary, none of the insurance proceeds paid to Lender shall not be required to demonstrate any actual impairment deemed trust funds and Lender may dispose of its security or any increased these proceeds as provided in this Section. Borrower expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. Lender reserves If any Damage occurs and (i) the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, Restoration costs for which Damage equal or exceed $5,000,000 in Lender’s reasonable discretion determination (“Major Restoration”) or (ii) at any time following an Event of Default under the Documents, and some or all of the Damage is covered by insurance, then (i) Lender may, but is not obligated to, make proof of loss if not made promptly by Borrower and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage; (ii) each insurance company concerned is authorized and directed to make payment directly to Lender for the Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (2) subject to Section 3.07(c) and at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that such modifications if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not alter be excused in the basic economic terms of the Loan, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, payment thereof); (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (dB) the proposed transferee’s continued compliance with cure of any default under the covenants set forth in this Agreement Documents; or (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (fC) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of LenderRestoration. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by held without the payment of interest thereon. If Borrower whether receives any insurance proceeds for the Damage which constitutes a Major Restoration, or not Lender consents promptly upon Lender’s request following on Event of Default under the Documents, Borrower shall promptly deliver the proceeds to Lender. Notwithstanding anything in this Instrument or at law or in equity to the Prohibited Transfer. contrary, none of the insurance proceeds paid to Lender shall not be required to demonstrate any actual impairment deemed trust funds and Lender may dispose of its security or any increased these proceeds as provided in this Section. Borrower expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in In the event a an opinion letter pertaining to substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised opinion letter pertaining to substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon upon, among other things, (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter hereof (other than the basic economic terms of the Loan, terms) and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half one quarter of one percent (0.50.25%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property being managed by a Qualified Manager and a new management agreement satisfactory to Lender, (f) to the extent such transferee shall own twenty percent (20%) or more of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) of the direct or indirect ownership interests in Borrower as of the Closing Date), delivery by Borrower, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) acceptable to Lender with respect to such transferee, and (fg) the satisfaction of such other conditions and/or the provision of such legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket reasonable expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consentconsent in violation of the terms herein. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if If any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine forty‑nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, shall provide Lender with thirty (30) days prior to written notice of such transfer (and of required by Lender)proposed transfer, and in addition to any other requirement for Lender Lender’s consent contained herein, deliver a revised opinion letter pertaining to substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. The Judicial Council shall not take any action to terminate this SLA because of any default or breach by Licensee if any Lender, within thirty (30) calendar days after service of written notice that the Judicial Council (while not yet electing its remedies) believes it may terminate this SLA for such default, shall give the Judicial Council written notice that Lender reserves shall: Cure such default if the right same can be cured by the payment or expenditure of money required to condition be paid under this SLA. In the consent case of a default that cannot be cured unless and until the Lender has obtained possession, diligently pursue actions to a Prohibited Transfer requested hereunder upon (a) a modification obtain possession of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, and an assumption of the Note and the other Loan Documents as so modified System (including possession by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6receiver) and the other Loan Documents, (e) to the extent cure such default; that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate continue such foreclosure proceedings if Licensee has in the meanwhile cured such default. If such default is not curable under the foregoing subsections 13.5.1 and 13.5.2, shall institute and complete judicial or non-judicial foreclosure proceedings, or otherwise acquire Licensee’s interest hereunder with due diligence, and keep and perform all of the covenants and conditions of this SLA, including those requiring the payment or expenditure of money by Licensee, until such time as Lender shall have acquired Licensee’s interest in the System and this SLA. Have the right, but not the obligation, at any actual impairment time prior to termination of its security this SLA to pay any amounts due hereunder, to effect any insurance, to pay any taxes and assessments, to make any repairs, improvements, or to do any other act required of Licensee hereunder to prevent termination of this SLA. All payments so made, and all things so done and performed by any Lender shall be as effective to prevent a termination of this SLA as the same would have been if made, done, and performed by Licensee instead of Lender. If any Lender is prohibited by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceeding involving Licensee or by an automatic stay thereunder from commencing or prosecuting foreclosure or any increased risk unlawful detainer action, the time specified in section 13.5 for terminating this SLA shall be extended for the period of such prohibition; provided that Lender shall have fully cured any default hereunder in order of Licensee which it is obligated to declare cure under this SLA. In the Debt immediately due event that Xxxxxx fails or refuses to comply with the conditions of this subsection, the Judicial Council shall then and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to thereupon be released from the contrary covenant of forbearance contained in this Section 7.4subsection. Upon Lender’s acquisition or possession of the System by foreclosure or by transfer or assignment pursuant to or in lieu of foreclosure, the Judicial Council agrees to substitute the Lender or Xxxxxx’s nominee as the Substitute Licensee, provided that in the event a substantive non-consolidation opinion was delivered Judicial Council’s sole reasonable judgment, Lender or Xxxxxx’s nominee, as the case may be, has satisfied all of the conditions and requirements applicable to Lender or Xxxxxx’s nominee meeting the requirements to be the Substitute Licensee under section 5.6 of this SLA. This SLA shall continue in full force and effect for the Rating Agencies remainder of the Term hereof and shall be on the same terms and conditions contained in connection this SLA. If in the Judicial Council’s sole reasonable judgment, Lender or Xxxxxx’s nominee does not satisfy one or more of the requirements in section 5.6, the Judicial Council shall give Lender or Xxxxxx’s nominee written notice of such determination by the Judicial Council which notice shall describe the deficiencies. Lender or Xxxxxx’s nominee shall have sixty (60) calendar days after the receipt of such notice from the Judicial Council to cure the deficiencies noted by the Judicial Council. In the event Lender or Xxxxxx’s nominee does not comply with the closing provisions of this subsection within such sixty (60) calendar day period, the LoanJudicial Council may terminate this SLA without further obligation to Licensee, and if any Sale Lender or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies’s nominee.

LENDER'S RIGHTS. Lender reserves If any Damage occurs and (i) the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, Restoration costs for which Damage equal or exceed $5,000,000 in Lender’s reasonable discretion determination (“Major Restoration”) or (ii) at any time following an Event of Default under the Documents, and some or all of the Damage is covered by insurance, then (i) Lender may, but is not obligated to, make proof of loss if not made promptly by Borrower and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage; (ii) each insurance company concerned is authorized and directed to make payment directly to Lender for the Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (2) subject to Section 3.07(c) and at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that such modifications if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not alter be excused in the basic economic terms of the Loan, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, payment thereof); (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (dB) the proposed transferee’s continued compliance with cure of any default under the covenants set forth in this Agreement Documents; or (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (fC) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of LenderRestoration. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by held without the payment of interest thereon. If Borrower whether receives any insurance proceeds for the Damage which constitutes a Major Restoration, or not Lender consents promptly upon Lxxxxx’s request following on Event of Default under the Documents, Borrower shall promptly deliver the proceeds to Lender. Notwithstanding anything in this Instrument or at law or in equity to the Prohibited Transfer. contrary, none of the insurance proceeds paid to Lender shall not be required to demonstrate any actual impairment deemed trust funds and Lender may dispose of its security or any increased these proceeds as provided in this Section. Borrower expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s 's reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s 's expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s 's continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower PrincipalBorrower, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower, Mezzanine Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, without notice, and then Borrower will pay that amount. Upon Borrower's failure to condition pay all amounts declared due pursuant to this section, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, do one or both of the consent to a Prohibited Transfer requested hereunder upon following: (a) a modification of increase the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter variable interest rate on this Note to 5.000 percentage points over the basic economic terms of the LoanIndex, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal add any unpaid accrued interest to one-half of one percent (0.5%) of principal and such sum will bear interest therefrom until paid at the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth rate provided in this Agreement Note (includingincluding any increased rate). Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, without limitationsubject to any limits under applicable law, the covenants in Article 6) Lender's reasonable attorney's fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or 's reasonable legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lenderinjunction), appeals and any anticipated post-judgment collection services. Borrower also will pay any court costs, in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA. IF THERE IS A LAWSUIT, deliver BORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF LOS ANGELES COUNTY, THE STATE OF CALIFORNIA. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. (INITIAL HERE ____) THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. DISHONORED ITEM FEE. Borrower will pay a revised substantive non-consolidation opinion fee to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender of $25.00 if Borrower makes a payment on Borrower's loan and the Rating Agenciescheck or preauthorized charge with which Borrower pays is later dishonored.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s out-of-pocket expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property Properties and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates not owning in excess of 49% of the ownership interest in a Restricted Party on the Closing Date owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. If any Damage occurs and some or all of it is covered by insurance, then (i) Lender reserves may, but is not obligated to, make proof of loss if not made promptly by Borrower and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage [notwithstanding the foregoing provisions of this subsection (b)(i), so long as no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default) has occurred and is continuing at any time during such settlement, adjustment or compromise, Lender shall provide Borrower with written notice of any settlement, adjustment or compromise of such claim made solely by Lender]; (ii) each insurance company concerned is authorized and directed to make payment directly to Lender for the Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (2) subject to Section 3.07(c) and at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not be excused in the payment thereof); (B) the cure of any default under the Documents; or (C) the Restoration. Notwithstanding the foregoing, if there shall then be no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default), Borrower shall have the right to condition settle, adjust or compromise any claim for Damage if the consent to a Prohibited Transfer requested hereunder upon total amount of such claim is less than $235,000.00 (a) a modification the “Borrower Claim Threshold”), provided, that, Borrower promptly uses the full amount of such insurance proceeds for Restoration of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, Damage and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal provides evidence thereof to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result Lender in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory manner acceptable to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by held without the payment of interest thereon. If Borrower whether receives any insurance proceeds for the Damage, Borrower shall promptly deliver the proceeds to Lender. Notwithstanding anything in this Instrument or not Lender consents at law or in equity to the Prohibited Transfer. contrary, none of the insurance proceeds paid to Lender shall not be required to demonstrate any actual impairment deemed trust funds and Lender may dispose of its security or any increased these proceeds as provided in this Section. Borrower expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. Borrower shall have the right to request Lender to consent to a Sale or Pledge that is a Prohibited Transfer, but Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon upon, among other things, (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change appointment of Control of Borrower by the Borrower Principal, a new manager Manager for the Property and under a new management agreement Management Agreement reasonably satisfactory to Lender, (f) to the extent such transferee shall own twenty percent (20%) or more of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) of the direct or indirect ownership interests in Borrower as of the Closing Date), delivery by Borrower, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) reasonably acceptable to Lender with respect to such transferee, and (fg) the satisfaction of such other customary and commercially reasonable conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if If any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised opinion letter pertaining to substantive non-consolidation opinion to Lender reflecting such Prohibited TransferLender, which opinion shall be in a customary and commercially reasonable form, scope and substance reasonably acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves Upon default, Lendxx xxx declare the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereofentire unpaid principal balance on this Note and all accrued unpaid interest immediately due, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanwithout notice, and an assumption of then I will pay that amount. Upon default, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, increase the variable interest rate on this Note and to 3.500 percentage points over the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer Index. The interest rate will not result in a downgradeexceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Note if I do not pay. I also will pay Lender that amount. This includes, withdrawal or qualification of the initialsubject to any limits under applicable law, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) Lendxx'x xttorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket Lendxx'x xegal expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in anticipated post-judgment collection services. If not prohibited by applicable law, I also will pay any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principalcourt costs, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDXX XX THE STATE OF ILLINOIS. IF THERE IS A LAWSUIT, deliver a revised substantive non-consolidation opinion I AGREE UPON LENDXX'X XEQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF COOK COUNTY, THE STATE OF ILLINOIS. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS. RIGHT OF SETOFF. I grant to Lender reflecting such Prohibited Transfera contractual possessory security interest in, which opinion shall be in formand hereby assign, scope convey, deliver, pledge, and substance acceptable in all respects transfer to Lender all my right, title and interest in and to, my accounts with Lendxx (whether checking, savings, or some other account), including without limitation all accounts held jointly with someone else and all accounts I may open in the Rating Agenciesfuture, excluding however all IRA and Keogx xxxounts, and all trust accounts for which the grant of a security interest would be prohibited by law. I authorize Lendxx, xx the extent permitted by applicable law, to charge or setoff all sums owing on this Note against any and all such accounts.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a upon, among other things, modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all Documents, payment of Lender’s expenses incurred in connection with such Prohibited Transfertransfer fees, (c) Rating Agency fees, receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to LenderRatings Confirmation, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall reasonably determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket reasonable expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.46.4, in the event a substantive non-consolidation opinion an Insolvency Opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 6 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender Lender's consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-one half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a if following such Prohibited Transfer would result in a change the property manager that is managing the Property prior to such Prohibited Transfer will not continue to be the property manager of Control of Borrower by the Borrower PrincipalProperty, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in In the event a an opinion letter pertaining to substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised opinion letter pertaining to substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereofentire unpaid principal balance on this Note and all accrued unpaid interest immediately due, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanwithout notice, and an assumption of the then Borrower and/or Guarantor will pay that amount. Lender may hire or pay someone else to help collect this Note upon default. Borrower and the other Loan Documents as so modified by the proposed Prohibited TransferGuarantor also will jointly and severally pay Lender that amount. This includes, (b) receipt of payment of a transfer fee equal subject to one-half of one percent (0.5%) of the outstanding principal balance of the Loan any limits under applicable law, Lender's attorneys' fees and all of Lender’s 's legal expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of fortyanticipated post-nine percent (49%) of the ownership interests in Borrower or Borrower Principaljudgment collections services. If not prohibited by applicable law, Borrower shalland Guarantor also will jointly and severally pay any court costs, prior to such transfer (and of required by Lender), and in addition to all other sums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF KENTUCKY. IF THERE IS A LAWSUIT, BORROWER AND GUARANTOR AGREE UPON LENDER'S REQUEST TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF KENTON COUNTY, THE STATE OF KENTUCKY AND WAIVE ANY DEFENSE THERETO. LENDER, BORROWER AND GUARANTOR HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER, BORROWER OR GUARANTOR AGAINST THE OTHER. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF KENTUCKY. FINANCIAL INFORMATION PROVISION. Borrower and Guarantor agrees to deliver any financial and other requirement for business information concerning such Borrower and Guarantor that Lender consent contained hereinmay request from time to time, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, as annual and interim financial statements (all of which opinion shall be prepared in form, scope accordance with generally accepted accounting principles) and substance acceptable in all respects to Lender and the Rating Agenciesfederal income tax returns.

LENDER'S RIGHTS. Lender reserves Upon default, Xxxxxx may declare the right entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, without notice, and then Borrower will pay that amount. Upon Borrower's failure to condition pay all amounts declared due pursuant to this section, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, do one or both of the consent to a Prohibited Transfer requested hereunder upon following: (a) a modification of increase the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter variable interest rate on this Note to 5.750 percentage points over the basic economic terms of the LoanIndex, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal add any unpaid accrued interest to one-half of one percent (0.5%) of principal and such sum will bear interest therefrom until paid at the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth rate provided in this Agreement Note (includingincluding any increased rate). Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Xxxxxxxx also will pay Lender that amount. This includes, without limitationsubject to any limits under applicable law, the covenants in Article 6) Xxxxxx's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or Xxxxxx's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in anticipated post-judgment collection services. Xxxxxxxx also will pay any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principalcourt costs, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY XXXXXX IN THE STATE OF CALIFORNIA. IF THERE IS A LAWSUIT, deliver XXXXXXXX AGREES UPON XXXXXX'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF LOS ANGELES COUNTY, THE STATE OF CALIFORNIA. XXXXXX AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER XXXXXX OR BORROWER AGAINST THE OTHER. (INITIAL HERE [ILLEGIBLE]/GB) THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. DISHONORED ITEM FEE. Borrower will pay a revised substantive non-consolidation opinion fee to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender of $25.00 if Borrower makes a payment on Borrower's loan and the Rating Agenciescheck or preauthorized charge with which Borrower pays is later dishonored.

LENDER'S RIGHTS. If any Damage occurs and some or all of it is covered by insurance, then (i) Lender reserves may, but is not obligated to, make proof of loss if not made promptly by Borrower and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage [notwithstanding the foregoing provisions of this subsection (b)(i), so long as no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default) has occurred and is continuing at any time during such settlement, adjustment or compromise, Lender shall provide Borrower with written notice of any settlement, adjustment or compromise of such claim made solely by Lender]; (ii) each insurance company concerned is authorized and directed to make payment directly to Lender for the Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (2) subject to Section 3.07(c) and at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not be excused in the payment thereof); (B) the cure of any default under the Documents; or (C) the Restoration. Notwithstanding the foregoing, if there shall then be no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default), Borrower shall have the right to condition settle, adjust or compromise any claim for Damage if the consent to a Prohibited Transfer requested hereunder upon total amount of such claim is less than $230,000.00 (a) a modification the “Borrower Claim Threshold”), provided, that, Borrower promptly uses the full amount of such insurance proceeds for Restoration of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, Damage and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal provides evidence thereof to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result Lender in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory manner acceptable to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by held without the payment of interest thereon. If Borrower whether receives any insurance proceeds for the Damage, Borrower shall promptly deliver the proceeds to Lender. Notwithstanding anything in this Instrument or not Lender consents at law or in equity to the Prohibited Transfer. contrary, none of the insurance proceeds paid to Lender shall not be required to demonstrate any actual impairment deemed trust funds and Lender may dispose of its security or any increased these proceeds as provided in this Section. Borrower expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. If any Damage occurs and some or all of it is covered by insurance, then (i) Lender reserves may, but is not obligated to, make proof of loss if not made promptly by Borrower and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage; (ii) each insurance company concerned is authorized and directed to make payment directly to Lender for the Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (2) subject to Section 3.07(c) and at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not be excused in the payment thereof); (B) the cure of any default under the Documents; or (C) the Restoration. Notwithstanding the foregoing, Borrower shall have the right to condition settle, adjust or compromise any claim for Damage (and to receive the consent to a Prohibited Transfer requested hereunder upon (aproceeds thereof) a modification if the total amount of such claim is less than $500,000, provided that Borrower promptly uses the full amount of such insurance proceeds for Restoration of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, Damage and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal provides evidence thereof to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result Lender in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory manner acceptable to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by held without the payment of interest thereon. If Borrower whether receives any insurance proceeds for the Damage, Borrower shall promptly deliver the proceeds to Lender. Notwithstanding anything in this Instrument or not Lender consents at law or in equity to the Prohibited Transfer. contrary, none of the insurance proceeds paid to Lender shall not be required to demonstrate any actual impairment deemed trust funds and Lender may dispose of its security or any increased these proceeds as provided in this Section. Borrower expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies (a “Rating Agency Confirmation”) that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement Security Instrument (including, without limitation, the covenants in Article 6Sections 4.2 , 4.3 and 5.9) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket reasonable expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent required pursuant to a Prohibited Transfer requested hereunder this Article 8 upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an on assumption of the Note Note, this Security Instrument and the other Loan Other Security Documents as so modified by the proposed Prohibited Transfertransferee, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses 's Expenses, incurred in connection with such Prohibited TransferTransfer (including, (c) receipt without limitation, Lender's reasonable attorneys' fees and expenses), payment, other than with respect to a transfer permitted pursuant to Section 8.5 hereof, of written a transfer fee in an amount equal to $40,000 and a $10,000 processing fee, the confirmation from the in writing by a Rating Agencies Agency that the Prohibited Transfer proposed transferee will not not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or or, if higher, then current ratings issued assigned in connection with a any Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) delivery of evidence that the proposed transferee’s continued compliance transferee continues to comply with the covenants set forth in this Agreement (Security Instrument, including, without limitation, the covenants in Article 6) and the other Loan Documents, Section 4.3 hereof (e) to the extent that which evidence shall include a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory legal non-consolidation opinion acceptable to Lender), and (f) the satisfaction of or such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket of Lender's expenses incurred by Lender and, except with respect to a Transfer pursuant to Section 8.5 hereof, the $10,000 processing fee shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer, excluding a Transfer pursuant to Section 8.5 hereof. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s 's consent. This provision shall apply to each and every Prohibited TransferTransfer regardless of whether voluntary or not, or whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Subject to Section 7.5 hereof, Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an on assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) 1% of the outstanding principal balance of the Loan and all of Lender’s 's reasonable out-of-pocket expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s 's continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) ), and the other Loan Documents, (e) unless the existing Manager continues to manage the extent that Property or a Prohibited Transfer would result Qualified Manager in a change of Control of Borrower by engaged to manage the Borrower PrincipalProperty, a new manager for the Property and a new management agreement reasonably satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All reasonable out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4Article 7, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 Prohibited Transfer results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance reasonably acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves Upon default, Lendxx xxx declare the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereofentire unpaid principal balance on this Note and all accrued unpaid interest immediately due, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanwithout notice, and an assumption of then Borrower will pay that amount. Upon default, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, increase the variable interest rate on this Note and to 4.250 percentage points over the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer Index. The interest rate will not result in a downgradeexceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrxxxx xxxo will pay Lender that amount. This includes, withdrawal or qualification of the initialsubject to any limits under applicable law, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) Lendxx'x xeasonable attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket Lendxx'x xegal expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in anticipated post-judgment collection services. If not prohibited by applicable law, Borrxxxx xxxo will pay any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principalcourt costs, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDXX XX THE STATE OF UTAH. IF THERE IS A LAWSUIT, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited TransferBORRXXXX XXXEES UPON LENDXX'X XEQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF UTAH COUNTY, which opinion shall be in formTHE STATE OF UTAH. SUBJECT TO THE PROVISIONS ON ARBITRATION, scope and substance acceptable in all respects to Lender and the Rating AgenciesTHIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF UTAH.

LENDER'S RIGHTS. Except as otherwise provided in Section 8 of the Loan Agreement, without obligating Lender to grant any consent under Section 6.2 hereof which Lender may grant or withhold in its sole discretion, Lender reserves the right to condition the consent to a Prohibited Transfer requested required hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms hereof and of the LoanLoan Agreement, and the Note or the other Loan Documents; (b) an assumption of the Note Loan Agreement, the Note, this Security Instrument and the other Loan Documents as so modified by the proposed Prohibited Transfertransferee, (b) receipt subject to the provisions of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance Section 11.22 of the Loan and Agreement; (c) payment of all of Lender’s expenses actually incurred in connection with such Prohibited Transfer, transfer; (cd) receipt of written the confirmation from in writing by the applicable Rating Agencies that the Prohibited Transfer proposed transfer will not not, in and of itself, result in a downgrade, qualification or withdrawal or qualification of the initial, or or, if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with any Securitization; (e) the delivery of a Securitization, nonconsolidation opinion reflecting the proposed transfer satisfactory in form and substance to Lender; (df) the proposed transferee’s continued compliance with the representations and covenants set forth in this Agreement Section 3.1.24 and 4.2.8 of the Loan Agreement; (including, without limitation, g) the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change delivery of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement evidence satisfactory to LenderLender that the single purpose nature and bankruptcy remoteness of Borrower, and its shareholders, partners or members, as the case may be, following such transfers are in accordance with the standards of the Rating Agencies; (fh) the satisfaction of proposed transferee’s ability to satisfy Lender’s then-current underwriting standards; or (i) such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents , including, without limitation, the creditworthiness, reputation and qualifications of the transferee with respect to the Prohibited TransferLoan and the Property. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, other than any Transfer permitted pursuant to the Loan Agreement, regardless of whether voluntary or not, or whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, without notice, and then Borrower will pay that amount. Upon default, including failure to condition pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, do one or both of the consent to a Prohibited Transfer requested hereunder upon following: (a) a modification increase the interest rate on this Note to five percentage (5.00%) points over the interest rate in effect at the time of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loandefault, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal add any unpaid accrued interest to one-half of one percent principal and such sum will bear interest therefrom until paid at the rate provided in this Note (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer including any increased rate). The interest rate will not result in a downgradeexceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, withdrawal or qualification of the initialsubject to any limits under applicable law, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) Lender's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for arbitration and bankruptcy proceedings (including efforts to the Prohibited Transfermodify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Lender shall If not be required prohibited by applicable law, Borrower also will pay any court costs, in addition to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consentall other sums provided by law. This provision shall apply to each and every Prohibited Transfer, whether or not Lender Note has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was been delivered to Lender and accepted by Lender in the Rating Agencies in connection with State of Oregon. IF THERE IS A LAWSUIT, BORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF MULTNOMAH COUNTY, THE STATE OF OREGON. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OREGON. RIGHT OF SETOFF. To the closing of the Loanextent any such accounts exist, Borrower grants to Lender a contractual possessory security interest in, and if any Sale hereby assigns, conveys, delivers, pledges, and transfers to Lender all Borrower's right, title and interest in and to, Borrower's accounts with Lender (whether checking, savings, or Pledge permitted under this Article 7 results in any some other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lenderaccount), including without limitation all accounts held jointly with someone else and all accounts Borrower may open in addition the future, excluding however all Xxxxx and trust accounts. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on this Note against any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting and all such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesaccounts.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, without notice, and then Borrower will pay that amount. Upon Borrower's failure to condition pay all amounts declared due pursuant to this section, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, do one or both of the consent to a Prohibited Transfer requested hereunder upon following: (a) a modification of increase the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter variable interest rate on this Note to 5.000 percentage points over the basic economic terms of the Loanindex, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal add any unpaid accrued interest to one-half of one percent (0.5%) of principal and such sum will bear interest therefrom until paid at the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth rate provided in this Agreement Note (includingincluding any increased rate). Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, without limitationsubject to any limits under applicable law, the covenants in Article 6) Lender's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or 's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in anticipated, post-judgment collection services. Borrower also will pay any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principalcourt costs, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA. IF THERE IS A LAWSUIT, deliver BORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF LOS ANGELES COUNTY, THE STATE OF CALIFORNIA. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. (INITIAL HERE [INITIAL]). THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. DISHONORED ITEM FEE. Borrower will pay a revised substantive non-consolidation opinion fee to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender of $25.00 if Borrower makes a payment on Borrower's loan and the Rating Agenciescheck or preauthorized charge with which Borrower pays is later dishonored.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s 's reasonable out-of-pocket expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a an impending Securitization, (d) the proposed transferee’s 's continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, if applicable, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lendermay reasonably request. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Upon the occurrence of an Event of Default, any commitment and obligation of Lender reserves under this Note or any other agreement immediately will terminate including any obligation to make further advances, and, at Lender's option, Lender may declaxx xxx entire unpaxx xxxncipal balance under this Note and all accrued unpaid interest immediately due and payable, all without notice of any kind to Borrower, except that in the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification case of an Event of Default of the terms hereoftype described in the "Dissolution or Bankruptcy" subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have all the rights and remedies provided in any documents relating to this Note or available at law, in equity, or otherwise. Upon the declaration that the entire unpaid principal balance and accrued interest shall be due and payable or upon the occurrence of an Event of Default of the type described in the "Dissolution or Bankruptcy" subsection above, the unpaid principal balance and accrued interest shall be due and payable hereunder and Borrower is obligated to pay that amount to Lender’s reasonable discretion provided that such modifications shall not alter . Notwithstanding any other provision of this Note, Lender shall, prior to exercising any other rights or remedies available to Lender, submit draws under the basic economic Letters of Credit in form Lender reasonably believes to be proper under the terms of the Loan, respective Letters of Credit and an assumption on a proportionate basis (76% of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the then outstanding principal balance of this Note together with all accrued and unpaid interest thereon with respect to the Loan Letter of Credit issued for the account of Bunge North America, Inc. and 20% xx the then outstanding principal balance of this Note together with all accrued and unpaid interest thereon with respect to the Letter of Lender’s expenses incurred in connection with such Prohibited TransferCredit issued for the account of ICM, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6Inc.) and the other Loan Documentscollect, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory if made available to Lender, and (f) the satisfaction proceeds of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest Letters of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents Credit and apply such proceeds to the Prohibited Transferamount due hereunder. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4agrees that, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing principal payment is made on this Note (other than as a result of a draw on one or more of the LoanLetters of Credits), upon the request of Borrower and if any Sale or Pledge upon Lenders' receipt of confirmation from AgStar Financial Services, PCA, as agent under the Bank Group Facility, that such principal payment is permitted under this Article 7 results the Bank Group Facility, Lender will consent to and acknowledge a reduction in any other Person and its Affiliates owning in excess the face amount of forty-nine percent such Letter of Credit by an amount equal to the applicable proportionate share of such principal payment (49%) 76% of the ownership interests in Borrower or Borrower Principalamount of such principal payment with respect to the Letter of Credit issued for the account of Bunge North America, Borrower shallInc. and 24% xx xxe amount of such principal payment with respect to the Letter of Credit issued for the account of ICM, prior to such transfer (and of required by LenderInc.), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Subject to the provisions of Section 7.5 hereof and without derogation of the rights of Borrower pursuant to Section 7.3 hereof, Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon upon, among other things, (a) a modification of the terms hereofhereof and, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanif applicable, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses reasonable out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees and actual out-of-pocket disbursements, incurred in connection with such Prohibited Transfer (which costs and expenses shall be paid by Borrower whether or not Lender consents to such Prohibited Transfer), (c) receipt of written confirmation from the a Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a SecuritizationAgency Confirmation, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) Intentionally Blank, (f) to the extent such transferee shall own ten percent (10%) or more of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than ten percent (10%) of the direct or indirect ownership interests in Borrower as of the Closing Date), delivery by Borrower, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) acceptable to Lender with respect to such transferee, (g) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower aggregating more than forty-nine percent (49%) (provided such transferee owned none of or less than forty nine percent (49%) of the direct or indirect equity interests in Borrower or any SPE Component Entity as of the Closing Date), or to increase its equity interests in Borrower from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), delivery of a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to LenderNew Non-Consolidation Opinion addressing such Transfer, and (fh) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All expenses, including, without limitation, reasonable attorneys’ fees and actual out-of-pocket expenses disbursements, incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested required hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an on assumption of the Note Note, this Security Instrument and the other Loan Documents as so modified by the proposed Prohibited Transfertransferee, (b) receipt of payment of a transfer fee equal to one-half of not more than one percent (0.51%) of the outstanding principal balance of the Loan Note and all of Lender’s 's expenses incurred in connection with such Prohibited Transfertransfer, (c) receipt the approval by Lender of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s , the proposed transferee's continued compliance with the representations, warranties and covenants set forth in this Agreement (includingSections 4.2 and 5.9 hereof, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of or such other conditions and/or legal opinions as Lender shall determine in its commercially reasonable discretion to be in necessary to ensure the interest continued enforceability and priority .of the interests of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made Borrower's sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfersale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the property regardless of whether voluntary or not, or whether or not Lender has consented to any previous Prohibited Transfersale, conveyance, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property. Notwithstanding anything the foregoing, Lender shall consent to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing one (1) time transfer of the Loan, Property and if any Sale or Pledge permitted under this Article 7 results assumption of the Loan by a transferee entity without payment of the (1 %) assumption fee provided the following conditions are met in any other Person and its Affiliates owning in excess of forty-nine full; (a) not less than fifty percent (4950%) of the ownership interests in the transferee are held by one or more of the current owners of Borrower, (2) Xxxxx X. P1otlin is, for the life of the Loan, the sole controlling principal of the transferee entity (3) transferee entity executes such documents as Lender shall reasonably require to effect the transfer of the Property and assumption of the Loan (4) Borrower or Borrower Principal, Borrower shall, prior has provided Lender with all organizational documents required to such evidence transferee's authority to effect the transfer (of the property and assumption of required by Lender)the Loan, and in addition to any other requirement for (5) all costs and expenses incurred by Lender consent contained hereinand all costs and expenses otherwise arising, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transferincluding without BOOK 3293 PAGE 254 limitation, which opinion reasonable attorneys’ fees, shall be in form, scope and substance acceptable in all respects borne by Borrower. Lender shall not condition its consent to Lender and the Rating Agenciestransfer permitted according to the preceding sentence upon a modification of the terms of any of the Loan Documents.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s out-of-pocket expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property Properties and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.47.5, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates not owning in excess of 49% of the Ownership Interest in a Restricted Party on the Closing Date owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder required under this Article 5 upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an on assumption of the Note Note, this Security Instrument and the other Loan Documents as so modified by the proposed Prohibited Transfertransferee, (b“Transferee”) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transferfurther described below. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made Borrower’s sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property without Lender’s consent. This provision shall apply to each every sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property regardless of whether voluntary or not, and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfersale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property. Notwithstanding anything Borrower agrees to the contrary contained in this Section 7.4bear and shall pay or reimburse Lender on demand for all reasonable expenses (including, in the event a substantive non-consolidation opinion was delivered to without limitation, reasonable attorneys’ fees and disbursements, title search costs and title insurance endorsement premiums and Rating Agency fees and expenses) incurred by Lender and the Rating Agencies in connection with the closing review, approval and documentation of any such sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the LoanProperty or any interest in Borrower. Lender’s consent to one such sale, and if conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer shall not be deemed to be a waiver of Lender’s light to require such consent to any Sale future occurrence of same. Any such sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or Pledge permitted under transfer of the Property or any interest in Borrower made in contravention of this Article 7 results in any other Person 5 shall be null and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (void and of required by Lender), no force and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencieseffect.

LENDER'S RIGHTS. Lender reserves the right to condition the any consent to a Prohibited Transfer requested required hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms hereof (excludin9 a modification of the Loaninterest rate, amortization term, maturity date, or payment schedule) and on an assumption of the Note Note, this Security Instrument and the other Loan Documents as so modified by in connection with the proposed Prohibited Transfer, (b) receipt of payment of a transfer an assumption fee equal to one-half (except with respect 10 Permitted Transfers) of one percent (0.51 %) of the outstanding principal balance of the Loan and all Note (the "Assumption Fee"), payment of Lender’s a $2,000.00 processing fee (the 'Processing Fee"), payment of expenses incurred in by Xxxxxx (Including attorneys' fees) In connection with such Prohibited Transferany proposed Transfer (the "Transfer Expenses"), the approval by a Rating Agency (cdefined below) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or and legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred If the holder of the Note shall be a "real estate mortgage investment conduit" or "REMIC' (as such terms are defined in Section 8600 of the United States Internal Revenue Code, as amended, and any related United States Treasury Department regulations) (the "REMIC Trust"), such opinions shall include, without limitation, an opinion of counsel In form and substance satisfactory to Lender, from counsel approved by Lender Xxxxxx, stating that the tax qualification and status of the REMIC Trust as a REMIC will not be adversely affected or impaired as a result of such modification or assumption. The Transfer Expenses and the processing Fee shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or Dr any increased risk of default hereunder in order to declare the Debt Secured Obligations immediately due and payable upon a Prohibited Transfer without Xxxxxx's consent. Any Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in contravention of this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.Section

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder under this Security Instrument upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, this Security Instrument and an on assumption of the Note Note, and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of [a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and ______, and] all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the approval by a Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification Agency of the initialproposed transferee, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (Security Instrument, including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of Section 4.3 or such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder under this Security Instrument in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. [Notwithstanding anything to the contrary contained in this Section 7.4Article 8, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 Prohibited Transfer results in any other Person and its Affiliates entity or party owning in excess of forty-forty nine percent (49%) of the ownership interests interest in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained hereintransfer, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited TransferLender, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.]

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, and (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an on assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the applicable Individual Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower Borrowers whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4Article 7, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale Sale, Pledge or Pledge other transfer of an interest in any Restricted Party (other than a transfer permitted under this Article 7 Section 7.3(a)(iii), (iv) or (v) or Section 7.3(c) results in any other Person and together with its Affiliates either having Control over any Restricted Party or owning an aggregated interest in excess of forty-nine percent (49%) of the ownership interests in Borrower a Restricted Party, whether such interest are direct or Borrower Principalindirect, Borrower Borrowers shall, prior to such transfer (and of required by Lender)Sale, pledge or other transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfertransfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, without notice, and then Borrower will pay that amount. Upon Borrower's failure to condition pay all amounts declared due pursuant to this section, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, do one or both of the consent to a Prohibited Transfer requested hereunder upon following: (a) a modification of increase the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter variable interest rate on this Note to 5.250 percentage points over the basic economic terms of the LoanIndex, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal add any unpaid accrued interest to one-half of one percent (0.5%) of principal and such sum will bear interest therefrom until paid at the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth rate provided in this Agreement Note (includingincluding any increased rate). Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, without limitationsubject to any limits under applicable law, the covenants in Article 6) Lender's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or 's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorney's fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in anticipated post-judgment collection services. Borrower also will pay any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principalcourt costs, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any all other requirement for sums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA. IF THERE IS A LAWSUIT, BORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF LOS ANGELES COUNTY, THE STATE OF CALIFORNIA. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. (INITIAL HERE MC/JJH) THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. DISHONORED ITEM FEE. Borrower will pay a fee to the Lender consent contained herein, deliver of $25.00 if Borrower makes a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender payment on Borrower's loan and the Rating Agenciescheck or preauthorized charge with which Borrower pays is later dishonored.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an on assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article ARTICLE 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion based on then current market conditions to be in the interest of Lender. All out-of-pocket reasonable expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a an opinion letter pertaining to substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised opinion letter pertaining to substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves Upon default, Xxxxxx may declare the right entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, without notice, and then Borrower will pay that amount. Upon Borrower's failure to condition pay all amounts declared due pursuant to this section, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, do one or both of the consent to a Prohibited Transfer requested hereunder upon following: (a) a modification of increase the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter variable interest rate on this Note to 5.000 percentage points over the basic economic terms of the Loanindex, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal add any unpaid accrued interest to one-half of one percent (0.5%) of principal and such sum will bear interest therefrom until paid at the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth rate provided in this Agreement Note (includingincluding any increased rate). Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Xxxxxxxx also will pay Lender that amount. This includes, without limitationsubject to any limits under applicable law, the covenants in Article 6) Xxxxxx's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or Xxxxxx's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in anticipated post-judgment collection services. Xxxxxxxx also will pay any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principalcourt costs, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY XXXXXX IN THE STATE OF CALIFORNIA. IF THERE IS A LAWSUIT, deliver XXXXXXXX AGREES UPON XXXXXX'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF LOS ANGELES COUNTY, THE STATE OF CALIFORNIA. XXXXXX AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER XXXXXX OR BORROWER AGAINST THE OTHER. (INITIAL HERE __HHB__) THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. DISHONORED ITEM FEE. Borrower will pay a revised substantive non-consolidation opinion fee to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender of $25.00 if Borrower makes a payment on Borrower's loan and the Rating Agenciescheck or preauthorized charge with which Borrower pays is later dishonored.

LENDER'S RIGHTS. Except as provided in subparagraph 15(c) above, Lender reserves the right to condition the consent to a Prohibited Transfer requested required hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an on assumption of the Note Note, this Mortgage and the other Loan Documents as so modified by the proposed Prohibited Transfer, transferee (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of such modification shall not increase the outstanding principal balance amount of the Loan or change the payment terms or interest rate), payment of an assumption fee, and all of Lender’s 's expenses incurred in connection with such Prohibited Transfertransfer, (c) receipt the approval by a rating agency of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s , the proposed transferee's continued compliance with the covenants set forth in this Agreement (Mortgage, including, without limitation, the covenants contained in Article 6) and the other Loan DocumentsParagraph 17, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of or such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All of Lender's out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited TransferAssumption. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt Note immediately due and payable upon a Prohibited Transfer made Borrower's prohibited sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfersale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property regardless of whether voluntary or not, or whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4sale, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating AgenciesProperty.

LENDER'S RIGHTS. If any Damage occurs and some or all of it is covered by insurance, then (i) Lender reserves may, but is not obligated to, make proof of loss if not made promptly by Borrower and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage [notwithstanding the foregoing provisions of this subsection (b)(i), so long as no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default) has occurred and is continuing at any time during such settlement, adjustment or compromise, Lender shall provide Borrower with written notice of any settlement, adjustment or compromise of such claim made solely by Lender]; (ii) each insurance company concerned is authorized and directed to make payment directly to Lender for the Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (2) subject to Section 3.07(c) and at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not be excused in the payment thereof); (B) the cure of any default under the Documents; or (C) the Restoration. Notwithstanding the foregoing, if there shall then be no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default), Borrower shall have the right to condition settle, adjust or compromise any claim for Damage if the consent to a Prohibited Transfer requested hereunder upon total amount of such claim is less than $240,000.00 (a) a modification the “Borrower Claim Threshold”), provided, that, Borrower promptly uses the full amount of such insurance proceeds for Restoration of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, Damage and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal provides evidence thereof to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result Lender in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory manner acceptable to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by held without the payment of interest thereon. If Borrower whether receives any insurance proceeds for the Damage, Borrower shall promptly deliver the proceeds to Lender. Notwithstanding anything in this Instrument or not Lender consents at law or in equity to the Prohibited Transfer. contrary, none of the insurance proceeds paid to Lender shall not be required to demonstrate any actual impairment deemed trust funds and Lender may dispose of its security or any increased these proceeds as provided in this Section. Borrower expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. Except for transfers permitted pursuant to Section 7.03 hereof, Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s reasonable and actual expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) the Manager continuing to manage the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, Property or a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket reasonable expenses actually incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.47.04, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereofentire unpaid principal balance on this Note and all accrued unpaid interest immediately due, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanwithout notice, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transferthen Borrower will pay that amount. Upon Borrower's failure to pay all amounts declared due pursuant to this section, (b) receipt of payment of a transfer fee equal including failure to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transferpay upon final maturity, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, at its option, may also, if permitted under applicable law, increase the variable interest rate on this Note to 6.500 percentage points over the Index. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and (f) the satisfaction of such other conditions and/or Lender's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in anticipated post-judgment collection services. Borrower also will pay any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principalcourt costs, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA. IF THERE IS A LAWSUIT, deliver BORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF LOS ANGELES COUNTY, THE STATE OF CALIFORNIA. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. DISHONORED ITEM FEE. Borrower will pay a revised substantive non-consolidation opinion fee to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender of $10.00 if Borrower makes a payment on Borrower's loan and the Rating Agenciescheck or preauthorized charge with which Borrower pays is later dishonored.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested required for assignment hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an on assumption of the Note Note, this Security Instrument and the other Loan Other Security Documents as so modified by the proposed Prohibited Transfertransferee, (b) receipt of on payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan Note at the time of assumption (the "Assumption Fee") and all of Lender’s 's expenses incurred in connection with such Prohibited Transfertransfer, the approval by each rating agency (ceach, a "Rating Agency") receipt that has rated the Securities (as defined in Section 19.1) of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s , the proposed transferee's continued compliance with the covenants set forth in this Agreement (includingSection 4.2 and Section 4.3 hereof, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of or such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made Borrower's sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property or any part thereof without Lender’s 's consent. This provision Article 8 shall apply to each and every Prohibited Transfersale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property or any part thereof after the date hereof regardless of whether voluntary or not, or whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4sale, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Loan, and if Property or any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciespart thereof.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an on assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) 1% of the outstanding principal balance of the Loan and all of Lender’s reasonable and actual expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article ARTICLE 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket reasonably expenses actually incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a an opinion letter pertaining to substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised opinion letter pertaining to substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon upon, among other things, (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter hereof (other than the basic economic terms of the Loan, terms) and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-one half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property being managed by a Qualified Manager and a new management agreement satisfactory to Lender, (f) to the extent such transferee shall own twenty percent (20%) or more of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) of the direct or indirect ownership interests in Borrower as of the Closing Date), delivery by Borrower, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) acceptable to Lender with respect to such transferee, and (fg) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consentconsent in violation of the terms herein. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in In the event a an opinion letter pertaining to substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, shall provide Lender with thirty (30) days prior to written notice of such transfer (and of required by Lender)proposed transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised opinion letter pertaining to substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. If any Damage occurs and some or all of it is covered by insurance, then (i) Lender reserves may, but is not obligated to, make proof of loss if not made promptly by Borrower, and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage; (ii) each insurance company concerned is authorized and directed to make payment directly to Lender for such Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (A) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (B) subject to Section 3.07(c) and at Lender’s option, to (1) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that if any Obligations remain outstanding after this payment, then the unpaid Obligations shall continue in full force and effect, and Borrower shall not be excused in the payment thereof), (2) the cure of any default under the Documents, or (3) the Restoration. Notwithstanding the foregoing, if no Event of Default has occurred (and if there shall then be no event which with the passage of time and/or giving of notice would constitute an Event of Default), then Borrower shall have the right to condition settle, adjust or compromise any claim for Damage if the consent to a Prohibited Transfer requested hereunder upon total amount of such claim is less than the lesser of (a1) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, $500,000.00 and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b2) receipt of payment of a transfer fee equal to one-half of one two percent (0.52%) of the outstanding principal balance Allocated Loan Amount with respect to Borrower’s Individual Property, provided that Borrower promptly uses the full amount of such insurance proceeds for Restoration of the Loan Damage and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result provides evidence thereof to Lender in a downgrade, withdrawal or qualification of manner acceptable to Lender. If Borrower receives any insurance proceeds for the initial, or if higherDamage, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) Borrower shall promptly deliver the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory proceeds to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon upon, among other things, (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, (f) to the extent such transferee shall own twenty percent (20%) or more of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) of the direct or indirect ownership interests in Borrower as of the Closing Date), delivery by Borrower, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) acceptable to Lender with respect to such transferee, and (fg) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereofentire unpaid principal balance on this Agreement and all accrued unpaid interest immediately due, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanwithout notice, and an assumption of then Borrower will pay that amount. Upon default, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, increase the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal variable interest rate on this Agreement to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer 24.000% per annum. The interest rate will not result in a downgrade, withdrawal exceed the maximum rate permitted by applicable law. Lender may hire or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings pay someone else to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in help collect this Agreement (includingif Borrower does not pay. Borrower also will pay Lender that amount. This includes, without limitationsubject to any limits under applicable law, the covenants in Article 6) Lender's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or 's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of fortyanticipated post-nine percent (49%) of the ownership interests in Borrower or Borrower Principaljudgment collection services. If not prohibited by applicable law, Borrower shallalso will pay any court costs, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS AGREEMENT HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF COLORADO. IF THERE IS A LAWSUIT, deliver BORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF EL PASO COUNTY, THE STATE OF COLORADO. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. (INITIAL HERE__________) SUBJECT TO THE PROVISIONS ON ARBITRATION, THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO. DISHONORED ITEM FEE. Borrower will pay a revised substantive non-consolidation opinion fee to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender of $17.00 if Borrower makes a payment on Borrower's loan and the Rating Agenciescheck or preauthorized charge with which Borrower pays is later dishonored.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited TransferTransfer provided, however, that Borrower, Borrower Principal and Master Lessee shall not be required to modify or amend any Loan Document if such modification or amendment would (i) change the interest rate, the stated maturity or the amortization of principal set forth in the Note, except in connection with a bifurcation of the Loan which may result in varying fixed interest rates and amortization schedules, but which shall have the same initial weighted average coupon of the original Note, or (ii) in the reasonable judgment of Borrower, modify or amend any other material economic term of the Loan, or (iii) in the reasonable judgment of Borrower, materially increase Borrower’s, Borrower Principal’s and/or Master Lessee’s obligations and liabilities under the Loan Documents, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s out-of-pocket expenses incurred in connection with such Prohibited Transfer, except to the extent of payment of all items required by Section 7.5(c) hereof,, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to if the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower PrincipalManager is being replaced, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an on assumption of the Note this Agreement and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan $250,000.00 and all of Lender’s reasonable out-of-pocket expenses incurred in connection with such Prohibited Transfer, (c) to the extent required by Lender, receipt of written confirmation from the a Rating Agencies that Agency Confirmation with respect to the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a SecuritizationTransfer, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (Agreement, including, without limitation, the covenants in Article 6) and the other Loan Documents5, (e) if such transfer results in any Person owning in excess of forty-nine percent (49%) of the direct or indirect interests in Borrower that did not own the same immediately prior to such Prohibited Transfer, receipt of a New Non-Consolidation Opinion with respect to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower PrincipalTransfer, a new manager for the Property and a new management agreement satisfactory to Lender, and and/or (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a SecuritizationSecuritization of the Loan, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, including the covenants in Article 6VI) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principalunless Lender waives such requirement, a new manager for the each Individual Property and a new management agreement satisfactory to Lender, (f) the satisfaction of all conditions set forth in Section 7.4 of the Mezzanine 3 Loan Agreement, (g) the satisfaction of all conditions set forth in Section 7.4 of the Mezzanine 2 Loan Agreement, (h) the satisfaction of all conditions set forth in Section 7.4 of the Mezzanine 1 Loan Agreement, (i) the satisfaction of all conditions set forth in Section 7.4 of the Xxxxx Fargo Mortgage Loan Agreement, and (fj) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. If any Damage occurs and some or all of it is covered by insurance, then (i) Lender reserves may, but is not obligated to, make proof of loss if not made promptly by Borrower and/or Property Manager, and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage; (ii) each insurance company concerned is authorized and directed to make payment directly to Lender for such Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (A) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (B) subject to Section 3.07(c) and at Lender’s option, to (1) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order Prudential Loan Nos. 706109321 - 706109336 and 706109394 CNL BV Portfolio Second Amended and Restated Loan Agreement determined by Lender (provided that if any Obligations remain outstanding after this payment, then the unpaid Obligations shall continue in full force and effect, and Borrower shall not be excused in the payment thereof), (2) the cure of any default under the Documents, or (3) the Restoration. Notwithstanding the foregoing, if no Event of Default has occurred (and if there shall then be no event which with the passage of time and/or giving of notice would constitute an Event of Default), then Borrower shall have the right to condition settle, adjust or compromise any claim for Damage if the consent to a Prohibited Transfer requested hereunder upon total amount of such claim is less than the lesser of (a1) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, $500,000.00 and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b2) receipt of payment of a transfer fee equal to one-half of one two percent (0.52%) of the outstanding principal balance Allocated Loan Amount with respect to Borrower’s Individual Property, provided that Borrower promptly uses the full amount of such insurance proceeds for Restoration of the Loan Damage and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result provides evidence thereof to Lender in a downgrade, withdrawal or qualification of manner acceptable to Lender. If Borrower receives any insurance proceeds for the initial, or if higherDamage, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) Borrower shall promptly deliver the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory proceeds to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan This Lease and all rights of Lender’s expenses incurred Tenant hereunder are and shall be subject and subordinate to any Mortgage and foreclosure of any Mortgage. If, in connection with foreclosure of a Mortgage or other taking of possession of the Premises pursuant to a Mortgage, a Lender (or a nominee of the Lender or other purchaser at foreclosure) shall elect to succeed to the rights of Landlord under this Lease, Tenant shall attorn to and recognize such Prohibited Transfersuccessor as landlord under this Lease, without change in the terms and provisions of this Lease, and shall promptly execute and deliver any instrument that may be reasonably required by such successor to evidence such attornment; provided, however, that such successor shall not be bound by (i) any payment of Base Rent or Additional Rent more than one month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease, and then only if such prepayments have been deposited with and are under the control of such successor, (cii) receipt any provision of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization any amendment to this Lease to which Lender has not occurred, any ratings to be assigned in connection with a Securitization, consented or (diii) the proposed transferee’s continued compliance with the covenants set forth in defaults of any prior landlord under this Agreement (Lease, including, without limitation, any offset against Rent arising out of the covenants defaults of any prior landlord under this Lease. Tenant shall, in Article 6) confirmation of the subordination and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained attornment set forth in this Section 7.422 and notwithstanding that such subordination and attornment is self-operative, in the event a substantive non-consolidation opinion was delivered upon written demand by Lxxxxxxx, execute and deliver to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale Landlord or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion any instrument reasonably requested by either of them to Lender reflecting evidence such Prohibited Transfer, which opinion shall be in form, scope subordination and substance acceptable in all respects to Lender and the Rating Agenciesattornment.

LENDER'S RIGHTS. Lender shall have the right to grant or withhold its consent to any Prohibited Transfer in its sole and absolute discretion. In furtherance, and not in limitation,of the foregoing, Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a SecuritizationSecuritization of the Loan, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, including the covenants in Article 6VI) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principalunless Lender waives such requirement, a new manager for the each Individual Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Except as provided in subparagraph 15(c), (d) and (e) above, Lender reserves the right to condition the consent to a Prohibited Transfer requested required hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an on assumption of the Note Note, this Mortgage and the other Loan Documents as so modified by the proposed Prohibited TransferTransferee, (b) receipt of payment of a transfer an assumption fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan Principal Amount, and all of Lender’s out of pocket expenses incurred in connection with such Prohibited Transfertransfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in approval by a downgrade, withdrawal or qualification rating agency of the initialproposed transferee, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (Mortgage, including, without limitation, the covenants contained in Article 6) and the other Loan DocumentsParagraph 17, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of or such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All of Lender’s out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfersuch assumption. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt Note immediately due and payable upon a Prohibited Transfer made Borrower’s prohibited sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property without Lender’s consent. This provision shall apply to each and every Prohibited Transfersale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property regardless of whether voluntary or not, or whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4sale, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating AgenciesProperty.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereofentire unpaid principal balance on this Agreement and all accrued unpaid interest immediately due, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loanwithout notice, and an assumption of then Borrower will pay that amount. Upon Borrower's failure to pay all amounts declared due pursuant to this section, including failure to pay upon final maturity, Lender, at its option, may also , if permitted under applicable law, increase the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in variable interest rate on this Agreement (includingto 5.500 percentage points over the Index. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower also will pay Lender that amount. This includes, without limitationsubject to any limits under applicable law, the covenants in Article 6) Lender's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or 's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in anticipated post-judgment collection services. Borrower also will pay any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principalcourt costs, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS AGREEMENT HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA. IF THERE IS A LAWSUIT, deliver BORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF ORANGE COUNTY, THE STATE OF CALIFORNIA. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. SUBJECT TO THE PROVISIONS ON ARBITRATION, THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. DISHONORED ITEM FEE. Borrower will pay a revised substantive non-consolidation opinion fee to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender of $16.00 if Borrower makes a payment on Borrower's loan and the Rating Agenciescheck or preauthorized charge with which Borrower pays is later dishonored.

LENDER'S RIGHTS. Lender shall have the right to grant or withhold its consent to any Prohibited Transfer in its sole and absolute discretion. In furtherance, and not in limitation, of the foregoing, Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a SecuritizationSecuritization of the Loan, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, including the covenants in Article 6VI) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principalunless Lender waives such requirement, a new manager for the each Individual Property and a new management agreement satisfactory to Lender, (f) the satisfaction of all conditions set forth in Section 7.4 of the Mezzanine 2 Loan Agreement, (g) the satisfaction of all conditions set forth in Section 7.4 of the Mezzanine 1 Loan Agreement, and (fh) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, without notice, and then Borrower will pay that amount. Upon Borrower's failure to condition pay all amounts declared due pursuant to this section, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, do one or both of the consent to a Prohibited Transfer requested hereunder upon following: (a) a modification of increase the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter variable interest rate on this Note to 5.000 percentage points over the basic economic terms of the Loanindex, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal add any unpaid accrued interest to one-half of one percent (0.5%) of principal and such sum will bear interest therefrom until paid at the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth rate provided in this Agreement Note (includingincluding any increased rate). Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, without limitationsubject to any limits under applicable law, the covenants in Article 6) Lender's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or 's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in anticipated post-judgment collection services. Borrower also will pay any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principalcourt costs, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA. IF THERE IS A LAWSUIT, deliver BORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF LOS ANGELES COUNTY, THE STATE OF CALIFORNIA. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OF BORROWER AGAINST THE OTHER. (INITIAL HERE SM/VAL) THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. DISHONORED ITEM FEE. Borrower will pay a revised substantive non-consolidation opinion fee to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender of $25.00 if Borrower makes a payment on Borrower's loan and the Rating Agenciescheck or preauthorized charge with which Borrower pays is later dishonored.

LENDER'S RIGHTS. If any Damage occurs and some or all of it is covered by insurance, then (i) Lender reserves may, but is not obligated to, make proof of loss if not made promptly by Borrower and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage [notwithstanding the foregoing provisions of this subsection (b)(i), so long as no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default) has occurred and is continuing at any time during such settlement, adjustment or compromise, Lender shall provide Borrower with written notice of any settlement, adjustment or compromise of such claim made solely by Lender]; (ii) each insurance company concerned is authorized and directed to make payment directly to Lender for the Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (2) subject to Section 3.07(c) and at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not be excused in the payment thereof); (B) the cure of any default under the Documents; or (C) the Restoration. Notwithstanding the foregoing, if there shall then be no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default), Borrower shall have the right to condition settle, adjust or compromise any claim for Damage if the consent to a Prohibited Transfer requested hereunder upon total amount of such claim is less than $420,000.00 (a) a modification the “Borrower Claim Threshold”), provided, that, Borrower promptly uses the full amount of such insurance proceeds for Restoration of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, Damage and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal provides evidence thereof to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result Lender in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory manner acceptable to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by held without the payment of interest thereon. If Borrower whether receives any insurance proceeds for the Damage, Borrower shall promptly deliver the proceeds to Lender. Notwithstanding anything in this Instrument or not Lender consents at law or in equity to the Prohibited Transfer. contrary, none of the insurance proceeds paid to Lender shall not be required to demonstrate any actual impairment deemed trust funds and Lender may dispose of its security or any increased these proceeds as provided in this Section. Borrower expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereofLender may, (i) at any time in Lender’s reasonable discretion provided 's own name or in the name of any Borrower, communicate with Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Lender's satisfaction, the existence, amount and terms of, and any other matter relating to, Accounts, Payment Intangibles, Instruments, Chattel Paper or other Collateral, and (ii) at any time after a Default has occurred and is continuing and without prior notice to any Borrower or any other Credit Party, notify Account Debtors and other Persons obligated on any Collateral that Lender has a security interest therein and that payments shall be made directly to Lender. Upon the request of Lender, each Borrower shall so notify such modifications Account Debtors and other Persons obligated on any Collateral. Once any such notice has been given to any Account Debtor or other Person obligated on any Collateral, the affected Credit Party shall not alter the basic economic terms of the Loangive any contrary instructions to such Account Debtor or such other Person without Lender's prior written consent. Each Borrower hereby constitutes Lender or Lender's designee as such Borrower's attorney with power to endorse such Borrower's name upon any notes, and an assumption of the Note and the acceptance drafts, money orders or other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt evidences of payment or Collateral. So long as no Event of a transfer fee equal Default has occurred and is continuing, Lender will use reasonable efforts to one-half notify Leading Borrower twenty four (24) hours in advance of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred communicating with Accounts Debtors in connection with clause (a)(i) above; provided, however, that Lender's failure to provide such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result notice in a downgrade, withdrawal advance or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender at all shall not be required to demonstrate deemed a breach by Lender of any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented obligation to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the LoanCredit Party, and if any Sale no Credit Party shall have a claim, cause of action or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver remedy as a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesresult thereof.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, without notice, and then Borrower will pay that amount. Upon Borrower's failure to condition pay all amounts declared due pursuant to this section, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, do one or both of the consent to a Prohibited Transfer requested hereunder upon following: (a) a modification of increase the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter variable interest rate on this Note to 5.000 percentage points over the basic economic terms of the LoanIndex, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal add any unpaid accrued interest to one-half of one percent (0.5%) of principal and such sum will bear Interest therefrom until paid at the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth rate provided in this Agreement Note (includingincluding any increased rate). Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, without limitationsubject to any limits under applicable law, the covenants in Article 6) Lender's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or 's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of fortyanticipated post-nine percent (49%) of the ownership interests in Borrower or Borrower Principaljudgment collection services, Borrower shallalso will pay any court costs, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA. IF THERE IS A LAWSUIT, deliver BORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF LOS ANGELES COUNTY, THE STATE OF CALIFORNIA. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. (INITIAL HERE [ILLEGIBLE]) THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH ------------ THE LAWS OF THE STATE OF CALIFORNIA. DISHONORED ITEM FEE. Borrower will pay a revised substantive non-consolidation opinion fee to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender of $25.00 if Borrower makes a payment on Borrower's loan and the Rating Agenciescheck or preauthorized charge with which Borrower pays is later dishonored.

LENDER'S RIGHTS. Lender reserves the right to condition the --------------- consent to a Prohibited Transfer requested required hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an on assumption of the Note Note, this Security Instrument and the other Loan Documents as so modified by the proposed Prohibited Transfertransferee, (bexcept with respect to a release under Section 8.2(b) receipt of above, payment of a transfer fee equal to one-half of not less than one percent (0.51%) of the outstanding principal balance of the Loan Note and all of Lender’s 's expenses incurred in connection with such Prohibited Transfertransfer, (c) receipt the approval by Lender of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s , the proposed transferee's continued compliance with the representations, warranties and covenants set forth in this Agreement (includingSections 4.1 and 5.9 hereof, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of or such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made Borrower's sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfersale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property regardless of whether voluntary or not, or whether or not Lender has consented to any previous Prohibited Transfersale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property. Notwithstanding anything to the contrary contained in this Section 7.4herein, provided no Event of Default, or event which, with the passage of time, the provision of notice or both, shall constitute an Event of Default, exists the Building Systems and Furniture (as such terms are defined in the event a substantive non-consolidation opinion was delivered to Lender Net Lease) shall automatically be released from the lien of this Security Instrument and the Rating Agencies in connection with other Loan Documents on the closing date the same become the property of the Loan, and if any Sale or Pledge permitted tenant under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) the Net Lease pursuant to Section 13.2 of the ownership interests Net Lease without the necessity of any further instrument evidencing such release. Notwithstanding the foregoing, at Borrower's sole cost and expense, Lender shall execute any necessary instruments requested by Borrower in Borrower or Borrower Principal, Borrower shall, prior order to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and evidence the Rating Agenciesforegoing release.

LENDER'S RIGHTS. Except as provided in SUBPARAGRAPH 15(C), (D) AND (E) above, Lender reserves the right to condition the consent to a Prohibited Transfer requested required hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an on assumption of the Note Note, this Mortgage and the other Loan Documents as so modified by the proposed Prohibited TransferTransferee, (b) receipt of payment of a transfer an assumption fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan Principal Amount, and all of Lender’s 's out of pocket expenses incurred in connection with such Prohibited Transfertransfer, (c) receipt the approval by a rating agency of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s , the proposed transferee's continued compliance with the covenants set forth in this Agreement (Mortgage, including, without limitation, the covenants contained in Article 6) and the other Loan DocumentsPARAGRAPH 17, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of or such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All of Lender's out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfersuch assumption. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt Note immediately due and payable upon a Prohibited Transfer made Borrower's prohibited sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfersale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property regardless of whether voluntary or not, or whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4sale, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating AgenciesProperty.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s 's reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s 's expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s 's continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower PrincipalBorrower, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower, Senior Mezzanine Borrower, Junior Mezzanine Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, If any Damage occurs and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and some or all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higherit is covered by insurance, then current ratings issued in connection with a Securitization(i) Lender may, or but is not obligated to, make proof of loss if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower made promptly by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to LenderBorrower, and (fA) provided that no Event of Default has occurred, Borrower may, subject to Lender’s prior written approval (not to be unreasonably withheld, conditioned or delayed), settle, adjust, or compromise any claims for the Damage, and (B) following an Event of Default, Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage; (ii) each insurance company concerned is authorized and directed to make payment of insurance proceeds in excess of $500,000 directly to Lender for the Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (2) subject to Section 3.07(c) and at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not be excused in the payment thereof); (B) the satisfaction cure of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in any default under the interest of LenderDocuments; or (C) the Restoration. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by held without the payment of interest thereon. If Borrower whether receives any insurance proceeds for the Damage, Borrower shall promptly deliver the proceeds to Lender. Notwithstanding anything in this Instrument or not Lender consents at law or in equity to the Prohibited Transfer. contrary, none of the insurance proceeds paid to Lender shall not be required to demonstrate any actual impairment deemed trust funds and Lender may dispose of its security or any increased these proceeds as provided in this Section. Borrower expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transferinsurable or insured against. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent Prudential Loan 6 1xx xxx Xxxx (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.Second Funding)/ Mortgage

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, without notice, and then Borrower will pay that amount. Upon Borrower's failure to condition pay all amounts declared due pursuant to this section, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, do one or both of the consent to a Prohibited Transfer requested hereunder upon following: (a) a modification of increase the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter variable interest rate on this Note to 5.000 percentage points over the basic economic terms of the Loanotherwise effective interest rate, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal add any unpaid accrued interest to one-half of one percent (0.5%) of principal and such sum will bear interest therefrom until paid at the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth rate provided in this Agreement Note (includingincluding any increased rate). Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, without limitationsubject to any limits under AMENDED AND RESTATED PROMISSORY NOTE (CONTINUED) applicable law, the covenants in Article 6) Lender's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or 's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in anticipated post-judgment collection services. Borrower also will pay any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principalcourt costs, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA. IF THERE IS A LAWSUIT, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited TransferBORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF SANTA XXXXX COUNTY, which opinion shall be in formTHE STATE OF CALIFORNIA. LENDER AND BORROWER HEREBY WAIVE RIGHT TO ANY JURY TRIAL IN ANY ACTION, scope and substance acceptable in all respects to Lender and the Rating AgenciesPROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. (INITIAL HERE _________) THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an on assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the applicable Individual Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4Article 7, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale Sale, Pledge or Pledge other transfer of an interest in any Restricted Party (other than a transfer permitted under this Article 7 Section 7.3(a)(iii) or (iv) or Section 7.3(c) results in any other Person and together with its Affiliates either having Control over any Restricted Party or owning an aggregated interest in excess of forty-nine percent (49%) of the ownership interests in Borrower a Restricted Party, whether such interest are direct or Borrower Principalindirect, Borrower shall, prior to such transfer (and of required by Lender)Sale, pledge or other transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfertransfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. If any Damage occurs and some or all of it is covered by insurance, then (A) Lender reserves may, but is not obligated to, make proof of loss if not made promptly by Borrower and Lender is authorized and empowered by Borrower in the right event the insurance claim exceeds One Million Dollars ($1,000,000) to condition settle, adjust, or compromise any claims for the consent Damage if Borrower fails to a Prohibited Transfer requested hereunder upon promptly do so or an Event of Default otherwise exists; (B) each insurance company concerned is authorized and directed to make payment directly to Lender for the Damage; and (C) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all costs related to collection of the proceeds and (2) subject to subpart (iii) of this Section and at Lender’s option, to (a) a modification payment of all or part of the terms hereofIndebtedness, whether or not then due and payable, in the order determined by Lender’s reasonable discretion , provided that such modifications that, if any portion of the Indebtedness remains outstanding after this payment, the unpaid portion of the Indebtedness shall continue in full force and effect and Borrower shall not alter be excused in the basic economic terms of the Loan, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, payment thereof; (b) receipt the cure of payment any Event of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of Default under the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, Documents; or (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of LenderRestoration. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by held without the payment of interest thereon. If Borrower whether receives any insurance proceeds for the Damage, Borrower shall promptly deliver the full amount of such proceeds to Lender, without deduction of any kind. Notwithstanding anything in the Loan Documents or not Lender consents at law or in equity to the Prohibited Transfer. contrary, none of the insurance proceeds paid to Lender shall not be required to demonstrate any actual impairment deemed trust funds and Lender may dispose of its security or any increased these proceeds as provided in this Section. Borrower expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. Lender shall have the right to grant or withhold its consent to any Prohibited Transfer in its sole and absolute discretion. In furtherance, and not in limitation, of the foregoing, Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a SecuritizationSecuritization of the Loan, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, including the covenants in Article 6VI) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principalunless Lender waives such requirement, a new manager for the each Individual Property and a new management agreement satisfactory to Lender, (f) the satisfaction of all conditions set forth in Section 7.4 of the Mezzanine 1 Loan Agreement, and (fg) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. If any Damage occurs and some or all of it is covered by insurance, then (i) Lender reserves may, but is not obligated to, make proof of loss if not made promptly by Borrower and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage [notwithstanding the foregoing provisions of this subsection (b)(i), so long as no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default) has occurred and is continuing at any time during such settlement, adjustment or compromise, Lender shall provide Borrower with written notice of any settlement, adjustment or compromise of such claim made solely by Lender]; (ii) each insurance company concerned is authorized and directed to make payment directly to Lender for the Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (2) subject to Section 3.07(c) and at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not be excused in the payment thereof); (B) the cure of any default under the Documents; or (C) the Restoration. Notwithstanding the foregoing, if there shall then be no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default), Borrower shall have the right to condition settle, adjust or compromise any claim for Damage if the consent to a Prohibited Transfer requested hereunder upon total amount of such claim is less than $130,000.00 (a) a modification the “Borrower Claim Threshold”), provided, that, Borrower promptly uses the full amount of such insurance proceeds for Restoration of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, Damage and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal provides evidence thereof to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result Lender in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory manner acceptable to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred Any insurance proceeds held by Lender shall be payable by held without the payment of interest thereon. If Borrower whether receives any insurance proceeds for the Damage, Borrower shall promptly deliver the proceeds to Lender. Notwithstanding anything in this Instrument or not Lender consents at law or in equity to the Prohibited Transfer. contrary, none of the insurance proceeds paid to Lender shall not be required to demonstrate any actual impairment deemed trust funds and Lender may dispose of its security or any increased these proceeds as provided in this Section. Borrower expressly assumes all risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferloss from any Damage, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale insurable or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-one half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s 's expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s 's continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (ed) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the or Mortgage Borrower Principalor Senior Mezzanine Borrower, a new manager for the Property and a new management agreement satisfactory to Lender, (e) the satisfaction of all conditions set forth in Section 7.4 of the Mortgage Loan Agreement, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating AgenciesLender.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an on assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the applicable Individual Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower Borrowers whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4Article 7, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale Sale, Pledge or Pledge other transfer of an interest in any Restricted Party (other than a transfer permitted under this Article 7 Section 7.3(a)(iii), (iv) or (v) or Section 7.3(c) results in any other Person and together with its Affiliates either having Control over any Restricted Party or owning an aggregated interest in excess of forty-nine percent (49%) of the ownership interests in Borrower a Restricted Party, whether such interest are direct or Borrower Principalindirect, Borrower Borrowers shall, prior to such transfer (and of required by Lender)Sale, pledge or other transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfertransfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating AgenciesAgencies .

LENDER'S RIGHTS. Lender reserves the right to condition the consent consent, to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.51%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (ec) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable sole discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in In the event a an opinion letter pertaining to substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion letter to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, hereof and an assumption of the Note and the other Loan Documents as so modified by to reflect the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-one half of one percent (0.50.50%) of the outstanding principal balance of the Loan and all of Lender’s 's expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s 's continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager Qualified Manager for the Property and a new management agreement agreement, if applicable, satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s 's consent. This provision shall apply to each and every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in In the event a an opinion letter pertaining to substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing Securitization of the Loan, and if any Sale or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principala Restricted Party, Borrower shall, prior to such transfer (and of required by Lender)transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised opinion letter pertaining to substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

LENDER'S RIGHTS. If any Damage occurs and some or all of it is covered by insurance, then (i) Lender reserves may, but is not obligated to, make proof of loss if not made promptly by Borrower and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the right Damage; (ii) each insurance company concerned is authorized and directed to condition make payment directly to Lender for the consent Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to a Prohibited Transfer requested hereunder upon reimburse Lender for all Costs (adefined below) a modification related to collection of the terms hereof, in proceeds and (2) subject to Section 3.07(c) at Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms option, to (A) payment (without any Prepayment Premium) of all or part of the Loan, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited TransferObligations, whether or not then due and payable, in the order determined by Lender has consented (provided that if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not be excused in the payment thereof); (B) the cure of any default under the Documents; or (C) the Restoration. Notwithstanding the foregoing, Borrower shall have the right to settle, adjust or compromise and receive payment for any previous Prohibited Transferclaim for Damage if the total amount of such claim is less than $2,820,000.00, provided, that, Borrower promptly uses the full amount of such insurance proceeds for Restoration of the Damage and provides evidence thereof to Lender in a manner acceptable to Lender. Any insurance proceeds held by Lender shall earn interest at the Bank Monitor Rate (defined below) and such interest shall be added to the proceeds and used in accordance with the terms of this Section. For purposes hereof, the term “Bank Monitor Rate” shall mean the average interest rate of money market accounts offered by banks located in 25 cities and/or metropolitan areas as published in the Bank Rate Monitor (referred to therein as the “Bank 25 Average”), as determined and reset by Lender on a monthly basis, or based on some similar interest rate indicator customarily used by Lender or its servicing agent as a standard upon which to base interest payment credits on reserves. Except as provided above, if Borrower receives any insurance proceeds for the Damage, Borrower shall promptly deliver the proceeds to Lender to be held in accordance with this Section. Notwithstanding anything in this Instrument or at law or in equity to the contrary contained contrary, none of the insurance proceeds paid to Lender shall be deemed trust funds and Lender may dispose of these proceeds as provided in this Section 7.4Section. Borrower expressly assumes all risk of loss from any Damage, in the event a substantive non-consolidation opinion was delivered to Lender as between Borrower and the Rating Agencies in connection with the closing of the LoanLender, and if any Sale whether or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower not insurable or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. If any Damage occurs and some or all of it is covered by insurance, then (i) Lender reserves may, but is not obligated to, make proof of loss if not made promptly by Borrower after reasonable notice (not less than five (5) Business Days) to Borrower of its intention to do so (except that shorter notice shall be permitted or no prior notice shall be required if Lender determines in its sole discretion [exercised in good faith] that immediate action is necessary for the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification protection or preservation of the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter the basic economic terms of the Loan, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal to one-half of one percent (0.5%) of the outstanding principal balance of the Loan and all Property or for protection of Lender’s expenses incurred security interest in connection with such Prohibited Transferthe Property or interest under the Documents), and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage; (cii) receipt of written confirmation from each insurance company concerned is authorized and directed to make payment directly to Lender for the Rating Agencies that Damage; and (iii) Lender may apply the Prohibited Transfer will not result insurance proceeds in a downgrade, withdrawal or qualification any order it determines (A) to reimburse Lender for all Costs (defined below) related to collection of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings proceeds and (B) subject to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement (including, without limitation, the covenants in Article 6Section 3.07(c) and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without at Lender’s consent. This provision shall apply option, to each and every Prohibited Transfer(1) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4then due and payable, in the order determined by Lender (provided that if any Obligations remain outstanding after this payment, then the unpaid Obligations shall continue in full force and effect, and Borrower shall not be excused in the payment thereof), (2) the cure of any default under the Documents, or (3) the Restoration. Notwithstanding the foregoing, if no Event of Default has occurred (and if there shall then be no event a substantive non-consolidation opinion was delivered which with the passage of time and/or giving of notice would constitute an Event of Default), then Borrower shall have the right to settle, adjust or compromise any claim for Damage if the total amount of such claim is less than $500,000, provided that Borrower promptly uses the full amount of such insurance proceeds for Restoration of the Damage and provides evidence thereof to Lender and in a manner acceptable to Lender. If Borrower receives any insurance proceeds for the Rating Agencies in connection with Damage, then Borrower shall promptly deliver the closing proceeds to Lender. Borrower expressly assumes all risk of the Loanloss from any Damage, and if any Sale whether or Pledge permitted under this Article 7 results in any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower not insurable or Borrower Principal, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited Transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agenciesinsured against.

LENDER'S RIGHTS. Upon default, Lender reserves may declare the right entire unpaid principal balance on this Agreement and all accrued unpaid interest immediately due, without notice, and then Borrower will pay that amount. Upon Borrower's failure to condition pay all amounts declared due pursuant to this section, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, do one or both of the consent to a Prohibited Transfer requested hereunder upon following: (a) a modification of increase the terms hereof, in Lender’s reasonable discretion provided that such modifications shall not alter variable interest rate on this Agreement to 6.500 percentage points over the basic economic terms of the LoanIndex, and an assumption of the Note and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) receipt of payment of a transfer fee equal add any unpaid accrued interest to one-half of one percent (0.5%) of principal and such sum will bear interest therefrom until paid at the outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (d) the proposed transferee’s continued compliance with the covenants set forth rate provided in this Agreement (includingincluding any increased rate). Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower also will pay Lender that amount. This includes, without limitationsubject to any limits under applicable law, the covenants in Article 6) Lender's attorneys' fees and the other Loan Documents, (e) to the extent that a Prohibited Transfer would result in a change of Control of Borrower by the Borrower Principal, a new manager for the Property and a new management agreement satisfactory to Lender, and (f) the satisfaction of such other conditions and/or 's legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All out-of-pocket expenses incurred by Lender shall be payable by Borrower whether or not Lender consents there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to the Prohibited Transfer. Lender shall not be required to demonstrate modify or vacate any actual impairment of its security automatic stay or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer made without Lender’s consent. This provision shall apply to each and every Prohibited Transferinjunction), whether or not Lender has consented to any previous Prohibited Transfer. Notwithstanding anything to the contrary contained in this Section 7.4, in the event a substantive non-consolidation opinion was delivered to Lender and the Rating Agencies in connection with the closing of the Loanappeals, and if any Sale or Pledge permitted under this Article 7 results in anticipated post-judgment collection services. Borrower also will pay any other Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower or Borrower Principalcourt costs, Borrower shall, prior to such transfer (and of required by Lender), and in addition to any all other requirement for Lender consent contained hereinsums provided by law. THIS AGREEMENT HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA. IF THERE IS A LAWSUIT, deliver a revised substantive non-consolidation opinion to Lender reflecting such Prohibited TransferBORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF ORANGE COUNTY, which opinion shall be in formTHE STATE OF CALIFORNIA. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, scope and substance acceptable in all respects to Lender and the Rating AgenciesPROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. (INITIAL HERE _________) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.