Future Loan Modification. If, after the date of this Agreement, Lender elects to modify, split and/or sever of any portion of the Loan as described in this Section (the “Loan Modification”), Borrowers shall cooperate, and cause Guarantor and the Borrower Control Persons to cooperate, with Lender (at Lender’s sole cost and expense, other than Borrowers’ legal fees in connection with review of any Loan Modification documents) to effectuate such Loan Modification and shall execute, acknowledge and deliver such documents as Lender may reasonably request to evidence the Loan Modification. Upon the election of Lender at any time, Lender may # cause this Agreement, the Note and the Mortgages to be split into a first and second mortgage loan, # create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure), # create multiple components of the Note or notes, and allocate or reallocate the principal balance of the Loan among such components, or # otherwise sever the Loan into two or more loans secured by mortgages and by a pledge of the direct or indirect partnership or membership interests of Borrowers (i.e., a senior loan/mezzanine loan structure), in each such case, in whatever proportion and whatever priority Lender determines; provided, however, that, in each such instance, immediately after the effective date of such Loan Modification # the outstanding principal balance of the Note or notes evidencing the Loan (or components of such notes) equals the outstanding principal balance of the Loan immediately prior to the Loan Modification, # the weighted average of the interest rates for the Note or notes evidencing the Loan (or components of such notes) equals the interest rate of the Note immediately prior to the Loan Modification, # there shall be no change to any other economic term of the Loan or to the rights, remedies or obligations of any Borrower or any Guarantor; and # the ownership structure of Borrower may be revised to effectuate a mezzanine loan structure under the Loan Documents provided that the beneficial ownership of Borrower remains unchanged.

Loan Modifications. Lender shall have the right, from time-to-time, to # sell, assign or transfer all or any portion of the Loan or any interest in the Loan, including participation interests in all or any portion of the Loan and # modify, split and/or sever any portion of the Loan (any such modification, split or severance of all or any portion of the Loan, a “Loan Modification”). Borrowers shall cooperate, and cause Guarantor and each of the Borrower Control Persons to cooperate, with Lender to effectuate such Loan Modification (including by providing updated representations and warranties regarding the Loan and the Property, providing updated legal opinions, and, if reasonably determined by Lender to be consistent with the market standards for such Loan Modifications, providing revised organizational documents for the Borrowers and/or Managing Member that provide for one (1) or more Independent Managers) and shall execute, acknowledge and deliver such documents as Lender may reasonably request to evidence such Loan Modification. Upon the election of Lender at any time to effectuate a Loan Modification, Lender may # cause the Notes, the Security Instruments and any of the other Loan Documents evidencing and securing the Loan to be split into two or more additional tranches of notes (i.e., an A-1/A-2 structure), # create two or more senior and subordinate notes (i.e., an A/B or A/B/C structure), # create multiple components of the Notes or notes, and/or # otherwise split or sever the Loan and the Notes into two or more loans and notes secured by mortgages or deeds of trust (as applicable) and, in each such case, allocate or reallocate the Principal Indebtedness among such split, severed or component loans and notes in whatever proportion and whatever priority Lender determines; provided, however, that, in each such instance, immediately after the effective date of such Loan Modification, # the outstanding principal balance of the note or notes evidencing the Loan (or split, severed or component notes evidencing the Loan) equals the Principal Indebtedness immediately prior to such Loan Modification, # the weighted average of the interest rates for the note or notes evidencing the Loan (or split, severed or component notes evidencing the Loan) equals the interest rate of the Notes immediately prior to such Loan Modification, and # there shall be no change to # the economic terms of the Loan Documents or # to the rights or obligations of Borrowers or Guarantor, other than de-minimis changes to reflect the revised structure of the Loan and the Notes (provided, that, Borrowers acknowledge and agree that in the event there is one or more senior/subordinate components of the Loan, “rate creep” will result from the application of prepayments in connection with a casualty or condemnation, application of payments during an Event of Default and/or voluntary partial prepayments to the extent permitted under the Loan Documents, and such “rate creep” will not be deemed a violation of [clause (2) above] or this clause (3) so long as Borrowers shall not pay in the aggregate more interest than Borrowers would have paid without such Loan Modification). Administrative Agent and/or Lender shall reimburse Borrowers for all actual documented out-of-pocket costs and expenses actually incurred by Borrowers in connection with the foregoing.