Except as set forth in the immediately preceding sentence, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Seller in connection with the origination of the Mortgage

Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule attached as an exhibit to the related Mortgage Loan Purchase Agreement is true and correct in all material respects as of the Cut-off Date and contains all information required by the Pooling and Servicing Agreement to be contained in the Mortgage Loan Schedule.

Delayed Draw Term Loan. The undersigned Borrower on behalf of all Borrower hereby requests a Delayed Draw Term Loan under §2.8 of the Credit Agreement:

Invalidity of Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect with respect to any Loan Party; or any Loan Party other than the Administrative Agent or one of the Lenders contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or

Procedure for Loan Borrowing. The Company and any Subsidiary Borrower may borrow the Commitments during the Commitment Period on any Business Day, provided that the Company or the relevant Subsidiary Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) prior to # 12:00 Noon, New York City time, three Business Days prior to the requested Borrowing Date, in the case of RFR Loans, or # 12:00 Noon, New York City time, on the date of the proposed borrowing, in the case of ABR Loans, specifying # the amount and Type of Loans to be borrowed and # the requested Borrowing Date. If no election as to the Type of a Loan is specified in any such notice, then the requested borrowing shall be an ABR Loan. Each borrowing shall be in an amount equal to # the then aggregate Available Commitments or # $50,000,000 or a whole multiple of $10,000,000 in excess thereof. Upon receipt of any such notice from the Company or any Subsidiary Borrower, the Administrative Agent shall promptly notify each Lender of such notice. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Company or the relevant Subsidiary Borrower at the Funding Office prior to 2:00 P.M., New York City time, on the Borrowing Date requested by the Company or such Subsidiary Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Company or the relevant Subsidiary Borrower by the Administrative Agent crediting the account of the Company or the relevant Subsidiary Borrower on the books of such office or such other account as the Company or relevant Subsidiary Borrower may specify to the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

At least One # Business Day prior to the Warehousing Advance Date, Borrower will send to Lender, for receipt before 11:00 a.m. ([[Address A:Address]] time) the following Business Day, the following:

Upon receipt of Borrower’s letter required under this Section I, in form and substance satisfactory to Lender, Lender will issue its closing instructions letter to Borrower’s counsel and its escrow instructions letter to the settlement attorney involved with the transaction.

Proposed Allonge to Mortgage Note, as consented to by HUD, and

A sources and uses statement prepared by Borrower.

Incremental Term Loan Borrowings. Subject to the terms and conditions set forth herein and in an Incremental Term Loan Facility Amendment, each Incremental Term Loan Lender severally agrees to make a single Loan to the Borrower on the applicable Increase Effective Date in an amount equal to such Lender’s Incremental Term Loan Commitment. Each Incremental Term Loan Borrowing shall consist of Incremental Terms Loans made simultaneously by the Incremental Term Loan [[Loan Parties:Organization]] in accordance with their respective Applicable Percentages of such Incremental Term Loan Facility. Amounts borrowed under this Section 2.01(b) and the related Incremental Term Loan Facility Amendment and repaid or prepaid may not be reborrowed. Incremental Term Loans may be of such types as set forth in the related Incremental Term Loan Facility Amendment.