Common use of Sale of Notes and Securitization Clause in Contracts

Sale of Notes and Securitization. Trustor acknowledges that Beneficiary and its successors and assigns may (i) sell this Deed of Trust, the Note and other Loan Documents to one or more investors as a whole loan, (ii) participate the Loan secured by this Deed of Trust to one or more investors, (iii) deposit this Deed of Trust, the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, or (iv) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses (i) through (iv) are hereinafter each referred to as "SECONDARY MARKET TRANSACTION"). Trustor shall cooperate with Beneficiary in effecting any such Secondary Market Transaction and shall cooperate to implement all requirements imposed by any Rating Agency involved in any Secondary Market Transaction. Trustor, however, shall not be required to modify any documents evidencing or securing the Loan which would modify (A) the interest rate payable under the Note, (B) the stated maturity of the Note, (C) the amortization of principal of the Note, (D) the non-recourse provisions of the Loan or (E) any other material economic term of the Loan. Trustor shall provide such information, legal opinions and documents relating to Trustor, Guarantor, if any, the Trust Property and any tenants of the Improvements as Beneficiary may reasonably request in connection with such Secondary Market Transaction. In addition, Trustor shall make available to Beneficiary all information concerning its business and operations that Beneficiary may reasonably request. Beneficiary shall be permitted to share all such information with the investment banking firms, Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction. It is understood that the information provided by Trustor to Beneficiary may ultimately be incorporated into the offering documents for the Secondary Market Transaction and thus various investors may also see some or all of the information. Beneficiary and all of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied by, or on behalf of, Trustor and Trustor indemnifies Beneficiary as to any losses, claims, damages or liabilities that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such information or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in such information or necessary in order to make the statements in such information, or in light of the circumstances under which they were made, not misleading. Beneficiary may publicize the existence of the Loan in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business development.

Sale of Notes and Securitization. Trustor Borrower acknowledges and agrees that Beneficiary and its successors and assigns Lender may (i) sell this Deed or otherwise transfer the Loan as a whole loan or sell or otherwise transfer or syndicate all or any portion of Trust, the Note Loan and other the Loan Documents to one (A) an Eligible Assignee, or more investors as a whole loan(B) any other Person reasonably approved by Borrower (such approval not to be unreasonably withheld, conditioned or delayed), (ii) participate sell or otherwise transfer the Loan secured as a whole loan or sell or otherwise transfer or syndicate all or any portion of the Loan and the Loan Documents to an Affiliate of a Lender (provided that such Affiliate is (A) an Eligible Assignee (other than the requirement to satisfy the economic threshold contained in clause (i) of the definition of the Eligibility Requirements) or (B) otherwise reasonably approved by this Deed of Trust Borrower (such approval not to one be unreasonably withheld, conditioned or more investorsdelayed)), (iii) deposit this Deed of Trust, the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest participation interests in the trust assets, Loan or (iv) otherwise sell the Loan consummate one or interest therein to investors more private or public securitizations of rated or unrated single class or multi class securities (the transactions referred to “Securities”) secured by or evidencing ownership interests in clauses (i) through (iv) are hereinafter each referred to as "SECONDARY MARKET TRANSACTION"). Trustor shall cooperate with Beneficiary in effecting all or any such Secondary Market Transaction and shall cooperate to implement all requirements imposed by any Rating Agency involved in any Secondary Market Transaction. Trustor, however, shall not be required to modify any documents evidencing or securing the Loan which would modify (A) the interest rate payable under the Note, (B) the stated maturity portion of the Note, (C) the amortization of principal of the Note, (D) the non-recourse provisions of the Loan or (E) any other material economic term of the Loan. Trustor shall provide such information, legal opinions and documents relating to Trustor, Guarantor, if any, the Trust Property and any tenants of the Improvements as Beneficiary may reasonably request in connection with such Secondary Market Transaction. In addition, Trustor shall make available to Beneficiary all information concerning its business and operations that Beneficiary may reasonably request. Beneficiary shall be permitted to share all such information with the investment banking firms, Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan and the Loan Documents or a pool of assets that include the applicable Secondary Market TransactionLoan and the Loan Documents (the transactions referred to in clause (iv) shall hereinafter be referred to as a “Securitization”). It is understood that For the information avoidance of doubt, in no instance shall the restriction on the sale, assignment, syndication or participation of the Loan or any portion thereof to an Eligible Assignee or to a Person otherwise reasonably approved by Borrower apply (1) to any Securitization or to any Securities issued in connection therewith, (2) to any sale or transfer of the Loan following an assumption of the Loan pursuant to Section 5.2.9(f) hereof or (3) during the continuance of an Event of Default. At the request of Lender, and to the extent not already provided by Trustor Borrower or any other Loan Party under this Agreement, Borrower shall use reasonable efforts to Beneficiary provide information in the possession or control of Borrower, any other Loan Party or any of their respective Affiliates and not in the possession of Lender or which may ultimately be incorporated into the offering documents for the Secondary Market Transaction and thus various investors may also see some or all of the information. Beneficiary and all of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied by, or on behalf of, Trustor and Trustor indemnifies Beneficiary as to any losses, claims, damages or liabilities that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such information or arise out of or are based upon the omission or alleged omission to state therein a material fact reasonably required to be stated in such information or necessary by Lender in order to make satisfy the statements in such informationmarket standards to which Lender customarily adheres or which may be reasonably required by prospective investors, or in light of financing sources and/or the circumstances under which they were made, not misleading. Beneficiary may publicize the existence of the Loan Rating Agencies in connection with its marketing for a Secondary Market Transaction any such sale, syndication, participation or otherwise as part of its business development.Securitization including, without limitation, to:

Sale of Notes and Securitization. Trustor Mortgagor acknowledges that Beneficiary Mortgagee and its successors and assigns may (i) sell this Deed of TrustMortgage, the Note and other Loan Documents to one or more investors as a whole loan, (ii) participate the Loan secured by this Deed of Trust Mortgage to one or more investors, (iii) deposit this Deed of TrustMortgage, the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, or (iv) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses (i) through (iv) are hereinafter each referred to as "SECONDARY MARKET TRANSACTION"). Trustor Mortgagor shall cooperate with Beneficiary Mortgage in effecting any such Secondary Market Transaction and shall cooperate to implement all requirements imposed by any Rating Agency involved in any Secondary Market Transaction. TrustorMortgagor, however, shall not be required to modify any documents evidencing or securing the Loan which would modify (A) the interest rate payable under the Note, (B) the stated maturity of the Note, (C) the amortization of principal of the Note, (D) the non-recourse provisions of the Loan loan or (E) any other material economic term of the Loanloan. Trustor Mortgagor shall provide such information, legal opinions and documents relating to TrustorMortgagor, Guarantor, if any, the Trust Mortgaged Property and any tenants of the Improvements as Beneficiary Mortgagee may reasonably request in connection with such Secondary Market Transaction. In addition, Trustor Mortgagor shall make available to Beneficiary Mortgagee all information concerning its business and operations that Beneficiary Mortgagee may reasonably request. Beneficiary Mortgagee shall be permitted to share all such information with the investment banking firms, Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction. It is understood that the information provided by Trustor Mortgagor to Beneficiary Mortgagee may ultimately be incorporated into the offering documents for the Secondary Market Transaction and thus various investors may also see some or all of the information. Beneficiary Mortgagee and all of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied by, or on behalf of, Trustor Mortgagor and Trustor Mortgagor indemnifies Beneficiary Mortgagee as to any losses, claims, damages or liabilities that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such information or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in such information or necessary in order to make the statements in such information, or in light of the circumstances under which they were made, not misleading. Beneficiary Mortgagee may publicize the existence of the Loan in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business development.

Sale of Notes and Securitization. Trustor acknowledges that Beneficiary and its successors and assigns may (a) Lender shall have the right, at any time, (i) to sell this Deed of Trust, or otherwise transfer the Note Loan (or any portion thereof and/or interest therein) and other Loan Documents to one any or more investors as a whole loanall servicing rights with respect thereto, (ii) participate to grant participation interests in the Loan secured by this Deed of Trust to one (or more investors, any portion thereof and/or interest therein) or (iii) deposit this Deed of Trust, the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, or (iv) otherwise sell securitize the Loan (or any portion thereof and/or interest therein to investors (therein) in a single asset securitization or pooled asset securitization. Each of the transactions referred to in clauses (i), (ii) through and (iviii) are above shall each hereinafter each be referred to as "SECONDARY MARKET TRANSACTION"). Trustor shall cooperate with Beneficiary in effecting any such a “Secondary Market Transaction Transaction” and the transactions referred to in clause (iii) shall cooperate hereinafter be referred to implement all requirements imposed as a “Securitization.” Any certificates, notes or other securities issued in connection with a Securitization are hereinafter referred to as “Securities”. (b) If requested by any Xxxxxx, Borrower and Guarantor shall assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agency involved Agencies in connection with any Secondary Market Transaction. Trustor, howeverincluding, shall not be required without limitation, to: (i) provide such financial and other information with respect to modify any documents evidencing or securing the Loan which would modify (A) the interest rate payable under the NoteProperty, Borrower, Guarantor and Manager, (Bii) provide budgets relating to the stated maturity Property and (iii) to perform or permit or cause to be performed or permitted site inspection, appraisals, market studies, environmental reviews and reports (Phase I’s and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the NoteProperty, (C) as may be reasonably requested by the amortization of principal holder of the NoteNote or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization (the “Provided Information”), (D) the non-recourse provisions together, if customary, with appropriate verification and/or consents of the Loan Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Xxxxxx and the Rating Agencies; (Eii) any other material economic term if required by the Rating Agencies, deliver (i) revised opinions of counsel as to due execution and enforceability with respect to the Loan. Trustor shall provide such informationProperty, legal opinions and documents relating to TrustorBorrower, Guarantor, if anySponsor, Principal and their respective Affiliates and the Trust Property Loan Documents, and any tenants (ii) revised organizational documents for Xxxxxxxx, Guarantor and Principal and their respective Affiliates (including, without limitation, such revisions as are necessary to comply with the provisions of the Improvements as Beneficiary may reasonably request in connection with such Secondary Market Transaction. In additionSection 4.1.36 hereof), Trustor shall make available to Beneficiary all information concerning its business which counsel, opinions and operations that Beneficiary may reasonably request. Beneficiary organizational documents shall be permitted satisfactory to share all such information with Lender and the investment banking firms, Rating Agencies; (iii) if required by the Rating Agencies, accounting firmsdeliver such additional tenant estoppel letters, law firms and subordination agreements or other third-party advisory firms involved with agreements from parties to agreements that affect the Loan Property, which estoppel letters, subordination agreements or other agreements shall be satisfactory to Lender and the Loan Documents or the applicable Secondary Market Transaction. It is understood that the information provided by Trustor to Beneficiary may ultimately be incorporated into the offering documents for the Secondary Market Transaction and thus various investors may also see some or all of the information. Beneficiary and all of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied by, or on behalf of, Trustor and Trustor indemnifies Beneficiary as to any losses, claims, damages or liabilities that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such information or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in such information or necessary in order to make the statements in such information, or in light of the circumstances under which they were made, not misleading. Beneficiary may publicize the existence of the Loan in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business development.Rating Agencies;

Sale of Notes and Securitization. Trustor acknowledges that Beneficiary and its successors and assigns may (i) sell Borrower agrees to cooperate with Lender in connection with a sale, transfer, pledge or assignment of the Note, this Deed of TrustAgreement, the Note Pledge Agreement and the other Loan Documents, and any or all servicing rights with respect thereto, or the granting of participations therein or the issuance of mortgage pass-through certificates or other securities (the “Securities”) evidencing a beneficial interest in a rated or unrated public offering or private placement (a “Securitization”), including, without limitation, (a) the delivery of an estoppel certificate and such other documents as may be reasonably requested by Lender, (b) the execution of such amendments to the Loan Documents as may be requested by the holder of the Note or otherwise to one effect the Securitization including, without limitation, bifurcation of the Loan into two or more investors as a whole loan, (ii) participate the Loan secured by this Deed of Trust to one or more investors, (iii) deposit this Deed of Trust, the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, or (iv) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses (i) through (iv) are hereinafter each referred to as "SECONDARY MARKET TRANSACTION"). Trustor shall cooperate with Beneficiary in effecting any such Secondary Market Transaction and shall cooperate to implement all requirements imposed by any Rating Agency involved in any Secondary Market Transaction. Trustorseparate notes; provided, however, that Borrower shall not be required to modify or amend any documents evidencing Loan Document if such modification or securing the Loan which amendment would modify (Ai) change the interest rate payable under the Noterate, (B) the stated maturity of the Note, (C) or the amortization of principal of set forth in the Note, (D) the non-recourse provisions except in connection with a bifurcation of the Loan which may result in varying interest rates and amortization schedules on the component notes, but which shall have, in the aggregate, the same initial weighted average spread of the Note immediately prior to such componentization, or (Eii) in the reasonable judgment of Borrower, modify or amend any other material economic term of the Loan. Trustor shall provide such information, or (iii) in the reasonable judgment of Borrower, materially increase Borrower’s obligations and liabilities under the Loan Documents, and (c) make changes to the organizational documents of Borrower and its principals and/or use its best efforts to cause changes to the legal opinions and documents relating to Trustor, Guarantor, if any, the Trust Property and any tenants of the Improvements as Beneficiary may reasonably request delivered by Borrower in connection with the Loan, provided, that such Secondary Market Transactionchanges shall not result in a material adverse economic effect to Borrower. In addition, Trustor Borrower shall make available also furnish and Borrower consents to Beneficiary Lender furnishing to such investors or such prospective investors or such Rating Agency any and all information concerning its business and operations that Beneficiary the Properties, the Leases, the financial condition of Borrower as may reasonably request. Beneficiary shall be permitted to share all such information requested by Lender, any investor, any prospective investor or any Rating Agency in connection with the investment banking firms, Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan and the Loan Documents any sale or the applicable Secondary Market Transaction. It is understood that the information provided by Trustor to Beneficiary may ultimately be incorporated into the offering documents for the Secondary Market Transaction and thus various investors may also see some or all of the information. Beneficiary and all of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied by, or on behalf of, Trustor and Trustor indemnifies Beneficiary as to any losses, claims, damages or liabilities that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such information or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in such information or necessary in order to make the statements in such information, or in light of the circumstances under which they were made, not misleading. Beneficiary may publicize the existence transfer of the Loan or any Securities. All reasonable third party costs and expenses incurred by Lender in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business developmentBorrower’s complying with requests made under this Section 9.1 shall be paid by Borrower.

Sale of Notes and Securitization. Trustor Mortgagor acknowledges that Beneficiary Mortgagee and its successors and assigns may (i) sell this Deed of TrustMortgage, the Note and other Loan Documents to one or more investors as a whole loan, (ii) participate the Loan secured by this Deed of Trust Mortgage to one or more investors, (iii) deposit this Deed of TrustMortgage, the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, or (iv) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses (i) through (iv) are hereinafter each referred to as "SECONDARY MARKET TRANSACTIONSecondary Market Transaction"). Trustor Mortgagor shall cooperate with Beneficiary Mortgagee in effecting any such Secondary Market Transaction and shall cooperate to implement all requirements imposed by any Rating Agency involved in any Secondary Market Transaction. TrustorMortgagor, however, shall not be required to modify any documents evidencing or securing the Loan which would modify (A) the interest rate payable under the Note, (B) the stated maturity of the Note, (C) the amortization of principal of the Note, (D) the non-recourse provisions of the Loan or (E) any other material economic term of the Loan. Trustor Mortgagor shall provide such information, legal opinions and documents relating to TrustorMortgagor, Guarantor, if any, the Trust Mortgaged Property and any tenants of the Improvements as Beneficiary Mortgagee may reasonably request in connection with such Secondary Market Transaction. In addition, Trustor Mortgagor shall make available to Beneficiary Mortgagee all information concerning its business and operations that Beneficiary Mortgagee may reasonably request. Beneficiary Mortgagee shall be permitted to share all such information with the investment banking firms, Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction. It is understood that the information provided by Trustor Mortgagor to Beneficiary Mortgagee may ultimately be incorporated into the offering documents for the Secondary Market Transaction and thus various investors may also see some or all of the information. Beneficiary Mortgagee and all of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied by, or on behalf of, Trustor Mortgagor and Trustor Mortgagor indemnifies Beneficiary Mortgagee as to any losses, claims, damages or liabilities that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such information or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in such information or necessary in order to make the statements in such information, or in light of the circumstances under which they were made, not misleading. Beneficiary Mortgagee may publicize the existence of the Loan in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business development.

Sale of Notes and Securitization. Trustor (a) Mortgagor acknowledges that Beneficiary Mortgagee and its successors and assigns may (i) sell this Deed of TrustMortgage, the Note and other Loan Documents to one or more investors as a whole loan, (ii) participate the Loan secured by this Deed of Trust Mortgage to one or more investors, (iii) deposit this Deed of TrustMortgage, the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, or (iv) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses (i) through (iv) are hereinafter each referred to as "SECONDARY MARKET TRANSACTIONSecondary Market Transaction" or "Securitization"). Trustor Mortgagor shall cooperate with Beneficiary Mortgagee in effecting any such Secondary Market Transaction and shall cooperate to implement all requirements imposed by any Rating Agency involved in any Secondary Market Transaction. TrustorMortgagor, however, shall not be required to modify any documents evidencing or securing the Loan which would modify (A) the interest rate payable under the Note, (B) the stated maturity of the Note, (C) the amortization of principal of the Note, or (D) the non-recourse provisions of the Loan or (E) any other material economic term of the Loan. Trustor Mortgagor shall provide such information, legal opinions and documents relating to TrustorMortgagor, Guarantor, if any, the Trust Mortgaged Property and any tenants of the Improvements as Beneficiary Mortgagee may reasonably request in connection with such Secondary Market Transaction. In addition, Trustor Mortgagor shall make available to Beneficiary Mortgagee all information concerning its business and operations that Beneficiary Mortgagee may reasonably request, subject to applicable securities and other laws and regulations to which Mortgagor or any of its affiliates may be subject. Beneficiary Mortgagee shall be permitted to share all such information with the investment banking firms, Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction. It is understood that the information provided by Trustor Mortgagor to Beneficiary Mortgagee may ultimately be incorporated into the offering documents for the Secondary Market Transaction and thus various investors may also see some or all of the information. Beneficiary Mortgagee and all of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied by, or on behalf of, Trustor and Trustor Mortgagor and, subject to the terms of Paragraph 18 of the Note, Mortgagor indemnifies Beneficiary Mortgagee as to any losses, claims, damages or liabilities that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such information or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in such information or necessary in order to make the statements in such information, or in light of the circumstances under which they were made, not misleading. Beneficiary Mortgagee may publicize the existence of the Loan in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business development.

Sale of Notes and Securitization. Trustor acknowledges that Beneficiary Lender shall have the right to sell, assign or otherwise transfer the Loan or any portion thereof or interest therein held by Lender without the consent of Borrower or the satisfaction of any other requirement with respect to Borrower. Lender shall have the right to split the Loan obligations, all collateral for the Loan obligations and its successors all the Loan Documents to make a single asset loan or a pool or pools of loans with appropriate collateral attributable thereto. At the request of the holder of the Note and, to the extent not already required to be provided by Borrower under this Agreement, Borrower agrees to cooperate with all reasonable requests of Lender to satisfy the market standards to which the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the sale of the Note or participation therein or the first successful Securitization and assigns may any other device determined by Lender to be useful in placement of any portion of the Loan (such sale, splitting, and/or Securitization, the "Securitization") of rated single or multi-class securities (the "Securities") secured by or evidencing ownership interests in the Note and the Mortgages, including, without limitation, to: (a) (i) sell this Deed of Trustprovide such financial and other information with respect to the Properties, the Note Borrower, the Guarantor and other Loan Documents to one or more investors as a whole loanthe Manager including, without limitation, estoppels from tenants under Leases, (ii) participate provide Annual Budgets relating to the Loan secured by this Deed of Trust to one or more investors, Properties and (iii) deposit this Deed to perform or permit or cause to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and reports (Phase I reports and, if appropriate, Phase II reports), engineering or property condition reports and other due diligence investigations of Trustthe Properties, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization (the "Provided Information"), together, if customary, with appropriate verification and/or consents of the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to the Lender and the Rating Agencies; (b) at Borrower's expense, cause counsel to render opinions as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in securitization transactions with respect to the Properties and Borrower and its Affiliates, which counsel and opinions shall be reasonably satisfactory to the holder of the Note and other the Rating Agencies; (c) make such representations and warranties and agree to perform such covenants as of the closing date of the Securitization with respect to the Properties, Borrower, and the Loan Documents as are customarily provided in securitization transactions and as may be reasonably requested by the holder of the Note or the Rating Agencies and consistent with a trustthe facts covered by such representations and warranties as they exist on the date thereof, which trust may sell certificates to investors evidencing an ownership interest including the representations and warranties made in the trust assets, or Loan Documents; and (ivd) otherwise sell execute such amendments to the Loan Documents and organizational documents, enter into a lockbox or interest therein similar arrangement with respect to investors the Rents and establish and fund such reserve funds (including, without limitation, a Tax and Insurance Escrow Fund (without regard to whether an Event of Default exists), a Capital Expenditure Reserve Fund to be held by Lender or its successor, a Ground Lease Escrow Fund (without regard to whether an Event of Default exists), a rollover escrow fund for replacement Tenants and a fund for deferred maintenance and capital improvements) as may be requested by the transactions referred holder of the Note or the Rating Agencies or otherwise to in clauses (i) through (iv) are hereinafter each referred to as "SECONDARY MARKET TRANSACTION"). Trustor shall cooperate with Beneficiary in effecting any such Secondary Market Transaction and shall cooperate to implement all requirements imposed by any Rating Agency involved in any Secondary Market Transaction. Trustoreffect the Securitization; provided, however, that the Borrower shall not be required to modify or amend any documents evidencing Loan Document if such modification or securing the Loan which amendment would modify (Ai) change the interest rate payable under the Noterate, (B) the stated maturity of the Note, (C) or the amortization of principal of set forth in the Note, (D) the non-recourse provisions of the Loan or (Eii) modify or amend any other material economic term of the Loan. Trustor shall provide such informationNotwithstanding the foregoing, legal opinions and documents relating Lender may elect to Trustor, Guarantor, if any, change the Trust Property and any tenants of the Improvements as Beneficiary may reasonably request Maturity to a later date in connection with the Securitization and Borrower shall execute such Secondary Market Transaction. In addition, Trustor shall make available amendments to Beneficiary all information concerning its business and operations that Beneficiary may reasonably request. Beneficiary shall be permitted to share all such information with the investment banking firms, Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan and the Loan Documents as Lender shall determine are necessary to reflect such change. All reasonable third party costs and expenses incurred by Lender in connection with the Securitization or the applicable Secondary Market Transaction. It is understood that the information provided by Trustor to Beneficiary may ultimately be incorporated into the offering documents for the Secondary Market Transaction and thus various investors may also see some other sale or all of the information. Beneficiary and all of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied by, or on behalf of, Trustor and Trustor indemnifies Beneficiary as to any losses, claims, damages or liabilities that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such information or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in such information or necessary in order to make the statements in such information, or in light of the circumstances under which they were made, not misleading. Beneficiary may publicize the existence transfer of the Loan in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business development.shall be paid by Borrower. Section 9.2

Sale of Notes and Securitization. Trustor Borrower acknowledges and agrees that Beneficiary Lender may sell all or any portion of the Loan and its successors and assigns may (i) sell this Deed of Trustthe Loan Documents, the Note and other Loan Documents to or issue one or more investors as a whole loanparticipations therein, (ii) participate the Loan secured by this Deed of Trust to or consummate one or more investors, (iii) deposit this Deed private or public securitizations of Trust, the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, rated single- or (iv) otherwise sell the Loan or interest therein to investors multi-class securities (the transactions referred to “Securities”) secured by or evidencing ownership interests in clauses (i) through (iv) are hereinafter each referred to as "SECONDARY MARKET TRANSACTION"). Trustor shall cooperate with Beneficiary in effecting all or any such Secondary Market Transaction and shall cooperate to implement all requirements imposed by any Rating Agency involved in any Secondary Market Transaction. Trustor, however, shall not be required to modify any documents evidencing or securing the Loan which would modify (A) the interest rate payable under the Note, (B) the stated maturity portion of the Note, (C) the amortization of principal of the Note, (D) the non-recourse provisions of the Loan or (E) any other material economic term of the Loan. Trustor shall provide such information, legal opinions and documents relating to Trustor, Guarantor, if any, the Trust Property and any tenants of the Improvements as Beneficiary may reasonably request in connection with such Secondary Market Transaction. In addition, Trustor shall make available to Beneficiary all information concerning its business and operations that Beneficiary may reasonably request. Beneficiary shall be permitted to share all such information with the investment banking firms, Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan and the Loan Documents or a pool of assets that include the applicable Secondary Market TransactionLoan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). It is understood that Borrower irrevocably waives all rights, if any, to prohibit disclosures required by law or the information provided Rating Agencies or then current market standards as reasonably determined by Trustor to Beneficiary may ultimately be incorporated into the offering documents for the Secondary Market Transaction Lender in connection with any Securitization, including, without limitation, any right of privacy. Lender and thus various investors may also see some or all of the information. Beneficiary and all of the aforesaid third-party advisors and professional firms each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, Trustor Borrower and Trustor Borrower indemnifies Beneficiary and holds harmless the Indemnified Parties, their Affiliates and each Person who controls such Persons within the meaning of Section 15 of the Securities Act of 1933, as amended from time to time, or Section 20 of the Securities Exchange Act of 1934, as same may be amended from time to time, for, from and against any losses, claims, damages demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or liabilities nature, known or unknown, contingent or otherwise, whether incurred or imposed within or outside the judicial process, including, without limitation, reasonable attorneys’ fees and disbursements that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such information or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in such information or necessary in order to make the statements in such information, or in light of the circumstances under which they were made, not misleading. Beneficiary may publicize misleading (Borrower’s indemnity under this Section 9.1.1, with respect to third party information and/or reports, shall be limited to the existence extent of Borrower’s Knowledge that such information and/or reports to be untrue or inaccurate as of the Loan time such information and/or reports are delivered to Lender). At the request of Lender, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Lender, in each case in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business development.any such Securitization including, without limitation, to:

Sale of Notes and Securitization. Trustor Borrower acknowledges and agrees that Beneficiary each Lender may sell all or any portion of its Pro Rata Share of the Loan and its successors and assigns may (i) sell this Deed of Trustthe Loan Documents, the Note and other Loan Documents to or issue one or more investors as a whole loanparticipations therein, (ii) participate the Loan secured by this Deed of Trust to or consummate one or more investors, private or public Securitizations (iiias hereinafter defined) deposit this Deed of Trust, the Note and other Loan Documents with a trust, which trust may sell certificates to investors rated single or multi-class Securities (as hereinafter defined) secured by or evidencing an ownership interest interests in the trust assets, all or (iv) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses (i) through (iv) are hereinafter each referred to as "SECONDARY MARKET TRANSACTION"). Trustor shall cooperate with Beneficiary in effecting any such Secondary Market Transaction and shall cooperate to implement all requirements imposed by any Rating Agency involved in any Secondary Market Transaction. Trustor, however, shall not be required to modify any documents evidencing or securing the Loan which would modify (A) the interest rate payable under the Note, (B) the stated maturity portion of the Note, (C) the amortization its Pro Rata Share of principal of the Note, (D) the non-recourse provisions of the Loan or (E) any other material economic term of the Loan. Trustor shall provide such information, legal opinions and documents relating to Trustor, Guarantor, if any, the Trust Property and any tenants of the Improvements as Beneficiary may reasonably request in connection with such Secondary Market Transaction. In addition, Trustor shall make available to Beneficiary all information concerning its business and operations that Beneficiary may reasonably request. Beneficiary shall be permitted to share all such information with the investment banking firms, Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction. It is understood a pool of assets that the information provided by Trustor to Beneficiary may ultimately be incorporated into the offering documents for the Secondary Market Transaction and thus various investors may also see some or all include its Pro Rata Share of the informationLoan and the Loan Documents. Beneficiary and all At the request of Lender and, to the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied by, or on behalf of, Trustor and Trustor indemnifies Beneficiary as to any losses, claims, damages or liabilities that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such information or arise out of or are based upon the omission or alleged omission to state therein a material fact extent not already required to be stated provided by Borrower under this Agreement, Borrower shall use reasonable efforts to satisfy the market standards which may be reasonably required in such information the marketplace or necessary by the 124 Rating Agencies in order to make connection with the statements in such information, sale of one or in light more of the circumstances under which they were madeNotes or a participation interest therein as part of a securitization (such sale and/or securitization, the “Securitization”) of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the applicable Note or Notes and this Agreement, including using reasonable efforts to do (or cause to be done) the following, at Borrower’s sole cost and expense (subject in the case of Lender’s Securitization costs and expenses to Section 14.5), but (i) in complying with this Section 14.1, Borrower shall not misleading. Beneficiary be required to incur, suffer or accept (except to a de minimis extent) any lesser rights or greater obligations or potential liabilities than as currently set forth in the Loan Documents, except after an Event of Default, any increase in the weighted average interest rate of the Notes that may publicize the existence result after certain prepayments of the Loan have been made and applied in connection accordance with its marketing for the terms hereof, (ii) in complying with this Section 14.1, Borrower shall not have to provide Regulation S-X compliant financials or auditors consents, and (iii) nothing contained in this Section 14.1 shall result in any economic change or other adverse change in the transaction contemplated by the Security Instruments or the Loan Documents (unless Borrower is made whole by the holder of Notes), other than to a Secondary Market Transaction de minimis extent, or otherwise as part of its business development.result in any operational changes that are unduly burdensome to the Property or Borrower: