Common use of Secondary Market Transactions Clause in Contracts

Secondary Market Transactions. (a) Each Borrower hereby acknowledges that Lender may in one or more transactions (i) sell or securitize the Loan or portions thereof in one or more transactions through the issuance of securities, which securities may be rated by one or more of the Rating Agencies, (ii) sell or otherwise transfer the Loan or any portion thereof one or more times, (iii) sell participation interests (including without limitation, senior and subordinate participation interests) in the Loan one or more times, (iv) re-securitize the securities issued in connection with any securitization, or (v) further divide the Loan into more separate notes, loans or components or change the principal balances (but not increase the aggregate principal balance) or interest rates of the Notes (including, without limitation, senior and subordinate notes or components) (the transactions referred to in clauses (i) through (v), each a “Secondary Market Transaction” and collectively “Secondary Market Transactions”). (b) With respect to any Secondary Market Transaction described in Section 2.13(a)(v) above, such notes or note components may be assigned different interest rates, so long as, at such time the weighted average of the relevant interest rates equals the Interest Rate; provided, that after an Event of Default each Borrower recognizes that, in the case of prepayments, the weighted average interest rate of the Loan may increase because Lender shall have the right to apply principal payments to one or more notes or components with lower rates of interest before applying principal payments to one or more notes or components with higher rates of interest; and provided, further, that the principal balance of the Note shall not change. Lender shall have the same rights to sell or otherwise transfer, participate or securitize one or more of the divided, amended, modified or otherwise changed notes or components, individually or collectively, as Lender has with respect to the Loan. (c) Each Borrower agrees that it shall cooperate with Lender and use such Borrower’s commercially reasonably efforts to facilitate the consummation of each Secondary Market Transaction including, without limitation, by: (i) amending or causing the amendment of this Agreement and the other Loan Documents, and executing such additional documents, instruments and agreements including amendments to such Borrower’s organizational documents and preparing financial statements as requested by the Rating Agencies to conform the terms of the Loan to the terms of similar loans underlying completed or pending secondary market transactions having or seeking ratings similar to those then being sought in connection with the relevant Secondary Market Transaction; (ii) promptly and reasonably providing such information (including, without limitation, financial information) as may be requested in connection with the preparation of a private placement memorandum, prospectus or a registration statement required to privately place or publicly distribute the securities in a manner which does not conflict with federal or state securities laws; (iii) providing in connection with each of (A) a preliminary and a final private placement memorandum or other offering documents or (B) a preliminary and final prospectus, as applicable, an indemnification certificate (x) certifying that such Borrower has carefully examined such private placement memorandum, prospectus, registration statement or other offering document, as applicable, including, without limitation, the sections entitled “Special Considerations,” “Description of the Mortgage Loan,” “The Underlying Mortgaged Property,” “The Manager,” “Borrower” and “Certain Legal Aspects of the Mortgage Loan,” and such sections (and any other sections requested) insofar as they relate to a Borrower, its Affiliates, the Loan or any Individual Property does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; provided, however, that such Borrower shall not be required to indemnify Lender for any losses relating to untrue statements or omissions which such Borrower identified to Lender in writing at the time of such Borrower’s examination of such memorandum or prospectus, as applicable, and (y) indemnifying (i) Lender and each of its affiliates and their respective successors and assigns (including their respective officers, directors, partners, employees, attorneys, accountants, professionals and agents and each other person, if any, controlling Lender or any of its affiliates within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, including Lender, an “Indemnified Party”) and the (ii) party that has filed the registration statement relating to the Secondary Market Transaction (the “Registration Statement”), each of its directors and officers who have signed the Registration Statement and each Person that controls such Party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collective, the “Underwriter Group”), for any losses, claims, damages, costs, expenses or liabilities (including, without limitation, all liabilities under all applicable federal and state securities laws) (collectively, the “Liabilities”) to which any of them may become subject (a) insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact relating to any Borrower, its Affiliates, the Loan, any Individual Property, any Manager and the Operating Lessee contained in such sections 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 sections or necessary in order to make the statements in such sections, in light of the circumstances under which they were made, not misleading or (b) as a result of any untrue statement of material fact in any of the financial statements of any Borrower incorporated into any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities or the failure to include in such financial statements or in any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities any material fact relating to any Borrower, its Affiliates, any Individual Property, the Loan, any Manager and the Operating Lessee necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (z) agreeing to reimburse the Indemnified Party and the Underwriter Group for any legal or other expenses reasonably incurred by the Indemnified Party and the Underwriter Group in connection with investigating or defending the Liabilities; (iv) causing to be rendered such customary opinion letters as shall be requested by the Rating Agencies for other secondary market or transactions having or seeking ratings comparable to that then being sought for the relevant Secondary Market Transaction; (v) making such representations, warranties and covenants, as may be reasonably requested by the Rating Agencies and comparable to those required in other secondary market transactions having or seeking the same rating as is then being sought for the Secondary Market Transaction; (vi) providing such information regarding the Collateral as may be reasonably requested by the Rating Agencies or otherwise required in connection with the formation of a REMIC; and (vii) providing any other information and materials required in the Secondary Market Transaction. (d) Each Borrower agrees to participate and cooperate in any meetings with the Rating Agencies or Investors, and providing any other information and materials reasonably required in the Secondary Market Transaction to make the certificates offered in such Secondary Market Transaction saleable in the secondary market and to obtain ratings from two or more rating agencies. (e) Each Borrower acknowledges and agrees that the Lender may, at any time on or after the Closing Date, assign its duties, rights or obligations hereunder or under any Loan Document in whole, or in part, to a servicer and/or a trustee in Lender’s discretion. Nothing herein shall in any way limit Lender’s right to sell all or a portion of the Loan in a transaction which is not a Secondary Market Transaction. (f) Liability for costs and expenses relating to any transaction described in this Section 2.13 shall be governed by Section 12 of the Cooperation Agreement. (g) Notwithstanding anything to the contrary contained herein or in any other Loan Document, Lender reserves the right to increase, decrease, or otherwise re-allocate the outstanding principal balance of the Note, and each Borrower and Operating Lessee covenants and agrees to execute amendments to the Note, this Agreement, and the other Loan Documents and the Borrowers’ or Operating Lessee’s organizational documents reasonably requested by Lender in connection with any such re-allocation, provided that such modification shall not (a) increase the aggregate outstanding principal balance of the Note, (b) change the stated maturity date of the Loan as set forth herein, or (c) modify or amend any other economic or other term of the Loan.

Secondary Market Transactions. (a) Each Borrower hereby acknowledges that Lender may in one or more transactions (i) sell or securitize the Loan or portions thereof in one or more transactions through the issuance of securities, which securities may be rated by one or more of the Rating Agencies, (ii) sell or otherwise transfer the Loan or any portion thereof one or more times, (iii) sell participation interests (including without limitation, senior and subordinate participation interests) in the Loan one or more times, (iv) re-securitize the securities issued in connection with any securitization, or (v) further divide the Loan into more separate notes, loans notes or components or change the principal balances (but not increase the aggregate principal balance) or interest rates of the Notes (including, without limitation, senior and subordinate notes or components) (the transactions referred to in clauses (i) through (v), each a “"Secondary Market Transaction” " and collectively “"Secondary Market Transactions”"). (b) With respect to any Secondary Market Transaction described in Section 2.13(a)(v) above, such notes or note components may be assigned different interest rates, so long as, at such time the weighted average of the relevant interest rates equals the Interest Rate; provided, that after an Event of Default each Borrower recognizes that, in the case of prepayments, the weighted average interest rate of the Loan may increase because Lender shall have the right to apply principal payments to one or more notes or components with lower rates of interest before applying principal payments to one or more notes or components with higher rates of interest; and provided, further, that the principal balance of the Note shall not change. Lender shall have the same rights to sell or otherwise transfer, participate or securitize one or more of the divided, amended, modified or otherwise changed notes or components, individually or collectively, as Lender has with respect to the Loan. (c) Each Borrower agrees that it shall cooperate with Lender and use such Borrower’s 's commercially reasonably efforts to facilitate the consummation of each Secondary Market Transaction including, without limitation, by: (i) amending or causing the amendment of this Agreement and the other Loan Documents, and executing such additional documents, instruments and agreements including amendments to such Borrower’s 's organizational documents and preparing financial statements as requested by the Rating Agencies to conform the terms of the Loan to the terms of similar loans underlying completed or pending secondary market transactions having or seeking ratings similar to those then being sought in connection with the relevant Secondary Market Transaction; (ii) promptly and reasonably providing such information (including, without limitation, financial information) as may be requested in connection with the preparation of a private placement memorandum, prospectus or a registration statement required to privately place or publicly distribute the securities in a manner which does not conflict with federal or state securities laws; (iii) providing in connection with each of (A) a preliminary and a final private placement memorandum or other offering documents or (B) a preliminary and final prospectus, as applicable, an indemnification certificate (x) certifying that such Borrower has carefully examined such private placement memorandum, prospectus, registration statement or other offering document, as applicable, including, without limitation, the sections entitled “Special Considerations,” “Description of the Mortgage Loan,” “The Underlying Mortgaged Property,” “The Manager,” “Borrower” and “Certain Legal Aspects of the Mortgage Loan,” and such sections (and any other sections requested) insofar as they relate to a Borrower, its Affiliates, the Loan or any Individual Property does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; provided, however, that such Borrower shall not be required to indemnify Lender for any losses relating to untrue statements or omissions which such Borrower identified to Lender in writing at the time of such Borrower’s examination of such memorandum or prospectus, as applicable, and (y) indemnifying (i) Lender and each of its affiliates and their respective successors and assigns (including their respective officers, directors, partners, employees, attorneys, accountants, professionals and agents and each other person, if any, controlling Lender or any of its affiliates within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, including Lender, an “Indemnified Party”) and the (ii) party that has filed the registration statement relating to the Secondary Market Transaction (the “Registration Statement”), each of its directors and officers who have signed the Registration Statement and each Person that controls such Party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collective, the “Underwriter Group”), for any losses, claims, damages, costs, expenses or liabilities (including, without limitation, all liabilities under all applicable federal and state securities laws) (collectively, the “Liabilities”) to which any of them may become subject (a) insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact relating to any Borrower, its Affiliates, the Loan, any Individual Property, any Manager and the Operating Lessee contained in such sections 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 sections or necessary in order to make the statements in such sections, in light of the circumstances under which they were made, not misleading or (b) as a result of any untrue statement of material fact in any of the financial statements of any Borrower incorporated into any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities or the failure to include in such financial statements or in any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities any material fact relating to any Borrower, its Affiliates, any Individual Property, the Loan, any Manager and the Operating Lessee necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (z) agreeing to reimburse the Indemnified Party and the Underwriter Group for any legal or other expenses reasonably incurred by the Indemnified Party and the Underwriter Group in connection with investigating or defending the Liabilities; (iv) causing to be rendered such customary opinion letters as shall be requested by the Rating Agencies for other secondary market or transactions having or seeking ratings comparable to that then being sought for the relevant Secondary Market Transaction; (v) making such representations, warranties and covenants, as may be reasonably requested by the Rating Agencies and comparable to those required in other secondary market transactions having or seeking the same rating as is then being sought for the Secondary Market Transaction; (vi) providing such information regarding the Collateral as may be reasonably requested by the Rating Agencies or otherwise required in connection with the formation of a REMIC; and (vii) providing any other information and materials required in the Secondary Market Transaction. (d) Each Borrower agrees to participate and cooperate in any meetings with the Rating Agencies or Investors, and providing any other information and materials reasonably required in the Secondary Market Transaction to make the certificates offered in such Secondary Market Transaction saleable in the secondary market and to obtain ratings from two or more rating agencies. (e) Each Borrower acknowledges and agrees that the Lender may, at any time on or after the Closing Date, assign its duties, rights or obligations hereunder or under any Loan Document in whole, or in part, to a servicer and/or a trustee in Lender’s discretion. Nothing herein shall in any way limit Lender’s right to sell all or a portion of the Loan in a transaction which is not a Secondary Market Transaction. (f) Liability for costs and expenses relating to any transaction described in this Section 2.13 shall be governed by Section 12 of the Cooperation Agreement. (g) Notwithstanding anything to the contrary contained herein or in any other Loan Document, Lender reserves the right to increase, decrease, or otherwise re-allocate the outstanding principal balance of the Note, and each Borrower and Operating Lessee covenants and agrees to execute amendments to the Note, this Agreement, and the other Loan Documents and the Borrowers’ or Operating Lessee’s organizational documents reasonably requested by Lender in connection with any such re-allocation, provided that such modification shall not (a) increase the aggregate outstanding principal balance of the Note, (b) change the stated maturity date of the Loan as set forth herein, or (c) modify or amend any other economic or other term of the Loan.in

Secondary Market Transactions. (a) Each Borrower hereby acknowledges that Lender may in one or more transactions (i) sell or securitize the Loan or portions thereof in one or more transactions through the issuance of securities, which securities may be rated by one or more of the Rating Agencies, (ii) sell or otherwise transfer the Loan or any portion thereof one or more times, (iii) sell participation interests (including without limitation, senior and subordinate participation interests) in the Loan one or more times, (iv) re-securitize the securities issued in connection with any securitization, or (v) further divide the Loan into more separate notes, loans notes or components or change the principal balances (but not increase the aggregate principal balance) or interest rates of the Notes (including, without limitation, senior and subordinate notes or components) (the transactions referred to in clauses (i) through (v), each a “"Secondary Market Transaction” " and collectively “"Secondary Market Transactions”"). (b) With respect to any Secondary Market Transaction described in Section 2.13(a)(v) above, such notes or note components may be assigned different interest rates, so long as, at such time the weighted average of the relevant interest rates equals the Interest Rate; provided, that after an Event of Default each Borrower recognizes that, in the case of prepayments, the weighted average interest rate of the Loan may increase because Lender shall have the right to apply principal payments to one or more notes or components with lower rates of interest before applying principal payments to one or more notes or components with higher rates of interest; and provided, further, that the principal balance of the Note shall not change. Lender shall have the same rights to sell or otherwise transfer, participate or securitize one or more of the divided, amended, modified or otherwise changed notes or components, individually or collectively, as Lender has with respect to the Loan. (c) Each Borrower agrees that it shall cooperate with Lender and use such Borrower’s 's commercially reasonably efforts to facilitate the consummation of each Secondary Market Transaction including, without limitation, by: (i) amending or causing the amendment of this Agreement and the other Loan Documents, and executing such additional documents, instruments and agreements including amendments to such Borrower’s 's organizational documents and preparing financial statements as requested by the Rating Agencies to conform the terms of the Loan to the terms of similar loans underlying completed or pending secondary market transactions having or seeking ratings similar to those then being sought in connection with the relevant Secondary Market Transaction; (ii) promptly and reasonably providing such information (including, without limitation, financial information) as may be requested in connection with the preparation of a private placement memorandum, prospectus or a registration statement required to privately place or publicly distribute the securities in a manner which does not conflict with federal or state securities laws; (iii) providing in connection with each of (A) a preliminary and a final private placement memorandum or other offering documents or (B) a preliminary and final prospectus, as applicable, an indemnification certificate (x) certifying that such Borrower has carefully examined such private placement memorandum, prospectus, registration statement or other offering document, as applicable, including, without limitation, the sections entitled “"Special Considerations,” “" "Description of the Mortgage Loan,” “" "The Underlying Mortgaged Property,” “" "The Manager,” “" "Borrower” " and “"Certain Legal Aspects of the Mortgage Loan,” " and such sections (and any other sections requested) insofar as they relate to a Borrower, its Affiliates, the Loan or any Individual Property does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; provided, however, that such Borrower shall not be required to indemnify Lender for any losses relating to untrue statements or omissions which such Borrower identified to Lender in writing at the time of such Borrower’s 's examination of such memorandum or prospectus, as applicable, and (y) indemnifying (i) Lender and each of its affiliates and their respective successors and assigns (including their respective officers, directors, partners, employees, attorneys, accountants, professionals and agents and each other person, if any, controlling Lender or any of its affiliates within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “"Securities Act”"), or Section 20 of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (each, including Lender, an “"Indemnified Party”") and the (ii) party that has filed the registration statement relating to the Secondary Market Transaction (the “"Registration Statement”"), each of its directors and officers who have signed the Registration Statement and each Person that controls such Party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collective, the “Underwriter Group”), for any losses, claims, damages, costs, expenses or liabilities (including, without limitation, all liabilities under all applicable federal and state securities laws) (collectively, the “Liabilities”) to which any of them may become subject (a) insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact relating to any Borrower, its Affiliates, the Loan, any Individual Property, any Manager and the Operating Lessee contained in such sections 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 sections or necessary in order to make the statements in such sections, in light of the circumstances under which they were made, not misleading or (b) as a result of any untrue statement of material fact in any of the financial statements of any Borrower incorporated into any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities or the failure to include in such financial statements or in any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities any material fact relating to any Borrower, its Affiliates, any Individual Property, the Loan, any Manager and the Operating Lessee necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (z) agreeing to reimburse the Indemnified Party and the Underwriter Group for any legal or other expenses reasonably incurred by the Indemnified Party and the Underwriter Group in connection with investigating or defending the Liabilities; (iv) causing to be rendered such customary opinion letters as shall be requested by the Rating Agencies for other secondary market or transactions having or seeking ratings comparable to that then being sought for the relevant Secondary Market Transaction; (v) making such representations, warranties and covenants, as may be reasonably requested by the Rating Agencies and comparable to those required in other secondary market transactions having or seeking the same rating as is then being sought for the Secondary Market Transaction; (vi) providing such information regarding the Collateral as may be reasonably requested by the Rating Agencies or otherwise required in connection with the formation of a REMIC; and (vii) providing any other information and materials required in the Secondary Market Transaction. (d) Each Borrower agrees to participate and cooperate in any meetings with the Rating Agencies or Investors, and providing any other information and materials reasonably required in the Secondary Market Transaction to make the certificates offered in such Secondary Market Transaction saleable in the secondary market and to obtain ratings from two or more rating agencies. (e) Each Borrower acknowledges and agrees that the Lender may, at any time on or after the Closing Date, assign its duties, rights or obligations hereunder or under any Loan Document in whole, or in part, to a servicer and/or a trustee in Lender’s discretion. Nothing herein shall in any way limit Lender’s right to sell all or a portion of the Loan in a transaction which is not a Secondary Market Transaction. (f) Liability for costs and expenses relating to any transaction described in this Section 2.13 shall be governed by Section 12 of the Cooperation Agreement. (g) Notwithstanding anything to the contrary contained herein or in any other Loan Document, Lender reserves the right to increase, decrease, or otherwise re-allocate the outstanding principal balance of the Note, and each Borrower and Operating Lessee covenants and agrees to execute amendments to the Note, this Agreement, and the other Loan Documents and the Borrowers’ or Operating Lessee’s organizational documents reasonably requested by Lender in connection with any such re-allocation, provided that such modification shall not (a) increase the aggregate outstanding principal balance of the Note, (b) change the stated maturity date of the Loan as set forth herein, or (c) modify or amend any other economic or other term of the Loan.or

Secondary Market Transactions. (a) Each Borrower hereby acknowledges that Lender may in one agrees to cooperate with Lender, at no cost, expense or more transactions (i) sell liability to Borrower, Guarantor or securitize the Loan or portions thereof in one or more transactions through the issuance any of securitiestheir respective Affiliates, which securities may be rated by one or more of the Rating Agenciesto sell, (ii) sell assign, participate or otherwise transfer its beneficial interest in the Loan, the Note, the Loan or Documents and/or Lender’s rights, title, obligations and interests therein to any portion thereof one or more times, (iii) sell participation interests Person (including without limitationto a Securitization vehicle) pursuant to Section 15.1 (such sale, senior and subordinate assignment, participation interests) in the Loan one or more timesother transfer, (iv) re-securitize the securities issued in connection with any securitization, or (v) further divide the Loan into more separate notes, loans or components or change the principal balances (but not increase the aggregate principal balance) or interest rates of the Notes (including, without limitation, senior and subordinate notes or components) (the transactions referred to in clauses (i) through (v), each a “Secondary Market Transaction” and collectively “Secondary Market Transactions”).. For clarity, such cooperation shall not require Borrower to (i) make or re-make any representations or warranties, (ii) provide any updated or new opinions of counsel, (iii) agree to any additional or larger reserves, (iv) cooperate or assist Lender or any other Person with a securitization of, the creation of CDOs secured by, or a participation or financing through an “owner trust” of, the Loan (or any interest therein) (each, a “Securitization”) (other than Borrower’s cooperation in the transfer of the Loan itself into the Securitization vehicle on the terms set forth in this Section 14.1), (v) undertake any action requested under this Section 14.1 that would interfere with the ordinary course day-to-day operation of Borrower, Guarantor or any of their respective Affiliates in any material respect or (vi) agree to any amendments, modifications or supplementations of the Loan Documents that would increase Borrower’s monetary obligations (or potential liability therefor) or increase in any respect Borrower’s obligations or liabilities or decrease Borrower’s rights (other than, in each case, to a de minimis degree); provided, that Borrower, at Lender’s request, will execute and deliver “component” notes, so long as: (a) the aggregate principal amount of such component notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such component notes, (b) With respect to any Secondary Market Transaction described in Section 2.13(a)(v) above, such notes or note components may be assigned different interest rates, so long as, at such time the weighted average of the relevant interest rates equals the Interest Rate; provided, that after an Event of Default each Borrower recognizes that, in the case of prepayments, the weighted average interest rate of all such component notes shall on the date created and at all times thereafter equal the interest rate which was applicable to the Loan may increase because Lender shall have the right to apply principal payments to one or more notes or components with lower rates of interest before applying principal payments to one or more notes or components with higher rates of interest; and provided, further, that the principal balance of the Note shall not change. Lender shall have the same rights to sell or otherwise transfer, participate or securitize one or more of the divided, amended, modified or otherwise changed notes or components, individually or collectively, as Lender has with respect immediately prior to the Loan.creation of such component notes (i.e., under this clause (b) and the immediately following clause (c), the component notes may not effectuate a loan structure that could result in “rate creep”), (c) Each Borrower agrees that it the debt service payments on all such component notes shall cooperate with Lender on the date created and use at all times thereafter equal the debt service payment which was due under the Loan immediately prior to the creation of such Borrower’s commercially reasonably efforts to facilitate component notes, (d) the consummation other terms and provisions of each Secondary Market Transaction including, without limitation, by: (i) amending or causing of the amendment of this Agreement component notes shall be identical in substance and substantially similar in form to the other Loan Documents, and (e) the maturity date of any such component note shall be the same as the Scheduled Maturity Date of the Note immediately prior to the issuance of such component notes, except that in the case of clauses (b), (c) and executing such additional documents(d) above, instruments after an Event of Default, an increase in the weighted average interest rate of one or more component notes may result after certain applications of principal to the Obligations have been made and agreements including amendments to such Borrower’s organizational documents and preparing financial statements as requested by the Rating Agencies to conform applied in accordance with the terms of the Loan to the terms of similar loans underlying completed or pending secondary market transactions having or seeking ratings similar to those then being sought in connection with the relevant Secondary Market Transaction; (ii) promptly this Agreement. Lender shall reimburse Borrower for all invoiced costs and reasonably providing such information (including, without limitation, financial information) as may be requested in connection with the preparation of a private placement memorandum, prospectus or a registration statement required to privately place or publicly distribute the securities in a manner which does not conflict with federal or state securities laws; (iii) providing in connection with each of (A) a preliminary and a final private placement memorandum or other offering documents or (B) a preliminary and final prospectus, as applicable, an indemnification certificate (x) certifying that such Borrower has carefully examined such private placement memorandum, prospectus, registration statement or other offering document, as applicable, including, without limitation, the sections entitled “Special Considerations,” “Description of the Mortgage Loan,” “The Underlying Mortgaged Property,” “The Manager,” “Borrower” and “Certain Legal Aspects of the Mortgage Loan,” and such sections (and any other sections requested) insofar as they relate to a Borrower, its Affiliates, the Loan or any Individual Property does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; provided, however, that such Borrower shall not be required to indemnify Lender for any losses relating to untrue statements or omissions which such Borrower identified to Lender in writing at the time of such Borrower’s examination of such memorandum or prospectus, as applicable, and (y) indemnifying (i) Lender and each of its affiliates and their respective successors and assigns (including their respective officers, directors, partners, employees, attorneys, accountants, professionals and agents and each other person, if any, controlling Lender or any of its affiliates within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, including Lender, an “Indemnified Party”) and the (ii) party that has filed the registration statement relating to the Secondary Market Transaction (the “Registration Statement”), each of its directors and officers who have signed the Registration Statement and each Person that controls such Party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collective, the “Underwriter Group”), for any losses, claims, damages, costs, expenses or liabilities (including, without limitation, all liabilities under all applicable federal and state securities laws) (collectively, the “Liabilities”) to which any of them may become subject (a) insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact relating to any Borrower, its Affiliates, the Loan, any Individual Property, any Manager and the Operating Lessee contained in such sections 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 sections or necessary in order to make the statements in such sections, in light of the circumstances under which they were made, not misleading or (b) as a result of any untrue statement of material fact in any of the financial statements of any Borrower incorporated into any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities or the failure to include in such financial statements or in any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities any material fact relating to any Borrower, its Affiliates, any Individual Property, the Loan, any Manager and the Operating Lessee necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (z) agreeing to reimburse the Indemnified Party and the Underwriter Group for any legal or other expenses reasonably incurred by the Indemnified Party and the Underwriter Group or on behalf of Borrower in connection with investigating or defending Borrower’s complying with requests made under this Section 14.1, regardless whether the Liabilities; (iv) causing to be rendered such customary opinion letters as shall be requested by the Rating Agencies for other secondary market or transactions having or seeking ratings comparable to that then being sought for the relevant Secondary Market Transaction; (v) making such representations, warranties and covenants, as may be reasonably requested by the Rating Agencies and comparable to those required in other secondary market transactions having or seeking the same rating as is then being sought for the Secondary Market Transaction; (vi) providing such information regarding the Collateral as may be reasonably requested by the Rating Agencies or otherwise required in connection with the formation of a REMIC; and (vii) providing any other information and materials required in the Secondary Market Transaction. (d) Each Borrower agrees to participate and cooperate in any meetings with the Rating Agencies or Investors, and providing any other information and materials reasonably required in the proposed Secondary Market Transaction to make the certificates offered in such Secondary Market Transaction saleable in the secondary market and to obtain ratings from two or more rating agenciesis effected. (e) Each Borrower acknowledges and agrees that the Lender may, at any time on or after the Closing Date, assign its duties, rights or obligations hereunder or under any Loan Document in whole, or in part, to a servicer and/or a trustee in Lender’s discretion. Nothing herein shall in any way limit Lender’s right to sell all or a portion of the Loan in a transaction which is not a Secondary Market Transaction. (f) Liability for costs and expenses relating to any transaction described in this Section 2.13 shall be governed by Section 12 of the Cooperation Agreement. (g) Notwithstanding anything to the contrary contained herein or in any other Loan Document, Lender reserves the right to increase, decrease, or otherwise re-allocate the outstanding principal balance of the Note, and each Borrower and Operating Lessee covenants and agrees to execute amendments to the Note, this Agreement, and the other Loan Documents and the Borrowers’ or Operating Lessee’s organizational documents reasonably requested by Lender in connection with any such re-allocation, provided that such modification shall not (a) increase the aggregate outstanding principal balance of the Note, (b) change the stated maturity date of the Loan as set forth herein, or (c) modify or amend any other economic or other term of the Loan.

Secondary Market Transactions. (a) Each Borrower hereby acknowledges that Lender may in one or more transactions (i) sell or securitize the Loan or portions thereof in one or more transactions through the issuance of securities, which securities may be rated by one or more of the Rating Agencies, (ii) sell or otherwise transfer the Loan or any portion thereof one or more times, (iii) sell participation interests (including without limitation, senior and subordinate participation interests) in the Loan one or more times, (iv) re-securitize the securities issued in connection with any securitization, or (v) further divide the Loan into more separate notes, loans notes or components and/or reallocate a portion of the Loan to a mezzanine loan to be secured by direct and/or indirect equity interests in Borrowers or change the principal balances (but not increase the aggregate principal balance) or interest rates of the Notes Note (including, without limitation, senior and subordinate notes or components) (the transactions referred to in clauses (i) through (v), each a “Secondary Market Transaction” and collectively “Secondary Market Transactions”). (b) With respect to any Secondary Market Transaction described in Section 2.13(a)(v) above, such notes or note components and mezzanine loans may be assigned different principal amounts and interest rates, so long as, the aggregate amount of such notes or note components and mezzanine loans at such time equals the Loan Amount, and at such time the weighted average of the relevant interest rates equals the LIBOR Interest RateRate for the Note; provided, that after an Event of Default each Borrower recognizes that, in the case of prepayments, the weighted average interest rate of the Loan may increase because Lender shall have the right to apply principal payments to one or more notes or components with lower rates of interest before applying principal payments to one or more notes or components with higher rates of interest; interest and provided, further, that the aggregate principal balance of the Note shall not change. Lender shall have the same rights to sell or otherwise transfer, participate or securitize one or more of the divided, amended, modified or otherwise changed notes or components, individually or collectively, as Lender has with respect to the Loan. At Lender’s sole cost, Borrower agrees to (A) modify its organizational structure to create one or more new Single-Purpose Entities to be the mezzanine borrower(s) (and to be otherwise satisfactory to Lender) and cause the same and any other owners of direct or indirect Equity Interests in Borrower to enter into such agreements deemed reasonably necessary by Lender to evidence and secure such mezzanine loan, and (B) execute and deliver to Lender such amendments to the Loan Documents, title insurance endorsements, legal opinions and other customary loan documentation as Lender may reasonably require in connection therewith). (c) Each Borrower and Operating Lessee agrees that it shall cooperate with Lender and use such Borrower’s commercially reasonably efforts to facilitate the consummation of each Secondary Market Transaction including, without limitation, by: (i) amending or causing the amendment of this Agreement and the other Loan Documents, and executing such additional documents, instruments and agreements including amendments to such Borrower’s organizational documents and preparing financial statements as requested by the Rating Agencies to conform the terms of the Loan to the terms of similar loans underlying completed or pending secondary market transactions having or seeking ratings similar to those then being sought in connection with the relevant Secondary Market Transaction; (ii) promptly and reasonably providing such information (including, without limitation, financial information) as may be requested in connection with the preparation of a private placement memorandum, prospectus or a registration statement required to privately place or publicly distribute the securities in a manner which does not conflict with federal or state securities laws; (iii) providing in connection with each of (A) a preliminary and a final private placement memorandum or other offering documents or (B) a preliminary and final prospectus, as applicable, an indemnification certificate (x) certifying that such Borrower has carefully examined such private placement memorandum, prospectus, registration statement or other offering document, as applicable, including, without limitation, the sections entitled “Special Considerations,” “Description of the Mortgage Loan,” “The Underlying Mortgaged Property,” “The Manager,” “Borrower” and “Certain Legal Aspects of the Mortgage Loan,” and such sections (and any other sections requested) insofar as they relate to a Borrower, its Affiliates, the Loan or any Individual Property does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; provided, however, that such Borrower shall not be required to indemnify Lender for any losses relating to untrue statements or omissions which such Borrower identified to Lender in writing at the time of such Borrower’s examination of such memorandum or prospectus, as applicable, and (y) indemnifying (i) Lender and each of its affiliates and their respective successors and assigns (including their respective officers, directors, partners, employees, attorneys, accountants, professionals and agents and each other person, if any, controlling Lender or any of its affiliates within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “Securities Act”)), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, including Lender, an “Indemnified Party”) and the (ii) party that has filed the registration statement relating to the Secondary Market Transaction (the “Registration Statement”), each of its directors and officers who have signed the Registration Statement and each Person that controls such Party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collective, the “Underwriter Group”), for any losses, claims, damages, costs, expenses or liabilities (including, without limitation, all liabilities under all applicable federal and state securities laws) (collectively, the “Liabilities”) to which any of them may become subject (a) insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact relating to any Borrower, its Affiliates, the Loan, any Individual Property, any Manager Manager, and the Operating Lessee contained in such sections 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 sections or necessary in order to make the statements in such sections, in light of the circumstances under which they were made, not misleading or (b) as a result of any untrue statement of material fact in any of the financial statements of any Borrower incorporated into any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities or the failure to include in such financial statements or in any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities any material fact relating to any Borrower, its Affiliates, any Individual Property, the Loan, any Manager Manager, and the Operating Lessee necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (z) agreeing to reimburse the Indemnified Party and the Underwriter Group for any legal or other expenses reasonably incurred by the Indemnified Party and the Underwriter Group in connection with investigating or defending the Liabilities; and notwithstanding anything contained in this clause (iii) to the contrary, Borrower shall not be required to indemnify Lender for any losses relating to projections made in good faith by Borrower or untrue statements or omissions which such Borrower identified to Lender in writing at the time of such Borrower’s examination of such memorandum or prospectus, as applicable, and statements or misstatements made in Borrower’s good faith reliance upon the reports of third parties that do not, to the best of Borrower’s knowledge, contain any untrue statement or misstatement of a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (iv) causing to be rendered such customary opinion letters as shall be requested by the Rating Agencies for other secondary market or transactions having or seeking ratings comparable to that then being sought for the relevant Secondary Market Transaction; (v) making such representations, warranties and covenants, as may be reasonably requested by the Rating Agencies and comparable to those required in other secondary market transactions having or seeking the same rating as is then being sought for the Secondary Market Transaction; (vi) providing such information regarding the Collateral as may be reasonably requested by the Rating Agencies or otherwise required in connection with the formation of a REMIC; and (vii) providing any other reasonable information and materials required in the Secondary Market Transaction. (d) Each Borrower agrees to participate and cooperate in any meetings with the Rating Agencies or Investors, and providing any other information and materials reasonably required in the Secondary Market Transaction to make the certificates offered in such Secondary Market Transaction saleable in the secondary market and to obtain ratings from two or more rating agencies. (e) Each Borrower acknowledges and agrees that the Lender may, at any time on or after the Closing Date, assign its duties, rights or obligations hereunder or under any Loan Document in whole, or in part, to a servicer and/or a trustee in Lender’s discretion. Nothing herein shall in any way limit Lender’s right to sell all or a portion of the Loan in a transaction which is not a Secondary Market Transaction. (f) Liability Lender shall reimburse the Borrowers for all reasonable out-of-pocket costs and expenses relating to any transaction described incurred by the Borrowers in connection with complying with their obligations set forth in this Section 2.13 2.13; provided, however, that the Borrowers shall be governed remain responsible for all of Borrower’s reasonable and customary legal and accounting fees not to exceed $10,000 and all indemnity and related obligations incurred by Section 12 of the Cooperation AgreementBorrowers or its Affiliates. (g) Notwithstanding anything If Lender determines at any time to participate in a Secondary Market Transaction, Lender may forward to each purchaser, transferee, assignee, servicer, participant or investor in such securities, any Rating Agency rating such securities, any organization maintaining databases on the underwriting and performance of commercial loans, trustee, counsel, accountant, and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to the contrary contained herein Loan, Borrower, any direct or in indirect equity owner of Borrowers, any other guarantor, any indemnitor and the Individual Properties, which shall have been furnished by Borrowers, any Affiliate of Borrowers, any guarantor, any indemnitor, or any party to any Loan Document, Lender reserves the right to increase, decrease, or otherwise re-allocate the outstanding principal balance of the Note, and each Borrower and Operating Lessee covenants and agrees to execute amendments to the Note, this Agreement, and the other Loan Documents and the Borrowers’ or Operating Lessee’s organizational documents reasonably requested by Lender furnished in connection with any such re-allocation, provided that such modification shall not (a) increase the aggregate outstanding principal balance of the Note, (b) change the stated maturity date of the Loan as set forth herein, or (c) modify or amend any other economic or other term of the Loan, as Lender in its discretion determines necessary or desirable.

Secondary Market Transactions. Each Borrower acknowledges that (a) Each Borrower hereby acknowledges that each Lender may without the consent from such Borrower or prior notice to such Borrower (i) sell all or a portion of its Notes together with its rights as a Lender with respect to such Type of Notes under this Agreement and the other Loan Documents as set forth herein to one or more Institutional Investors, (ii) participate and/or syndicate the Loans, subject to Section 11.22 hereof, to one or more Institutional Investors, or (iii) otherwise sell, transfer or assign the Loans or interests therein to Institutional Investors in one or more transactions (ithe transactions referred to in clause (a) are hereinafter also each referred to as a “Secondary Market Transaction”), (b) the Administrative Agent may without the consent of such Borrower or notice to such Borrower sell or securitize the Loan or portions thereof in one or more transactions through the issuance of securities, which securities may be rated by one or more of the Rating Agencies, (ii) sell or otherwise transfer the Loan all or any portion thereof one of its rights and obligations as administrative agent hereunder or more timesunder any of the other Loan Documents as permitted in Section 13.8 hereof, and/or (iiic) the Administrative Agent may without the consent of such Borrower or notice to such Borrower sell participation interests or transfer all or any portion of its rights and obligations as administrative agent hereunder if (including without limitation, senior and subordinate participation interestsi) in the Loan one Administrative Agent is required to resign or more times, (iv) re-securitize is removed by the securities issued Lenders in connection with any securitizationsyndication, participation or (v) further divide other agreement governing co-investment in the Loan into more separate notesand/or (ii) the Administrative Agent is exiting the business of serving as administrative agent on commercial loans similar to the Loans. Each Borrower shall reasonably cooperate with the Administrative Agent and each Lender in effecting any such Secondary Market Transaction and shall reasonably cooperate and use all reasonable efforts to satisfy the market standards to which the Administrative Agent and each Lender customarily adheres or which may be reasonably required by any participant, loans investor, purchaser or components or change the principal balances (but not increase the aggregate principal balance) or interest rates of the Notes any Rating Agency involved in any Secondary Market Transaction (including, without limitation, senior delivery of opinions of counsel in form and subordinate notes or components) (substance similar to the transactions referred opinions of counsel delivered to in clauses (i) through (v)the Administrative Agent on the date hereof and delivery of estoppel certificates of each Borrower, each a “Borrower Party and each Manager). Each Borrower shall provide such information and documents relating to the Borrowers and the Properties as the Administrative Agent and each Lender may reasonably request in connection with such Secondary Market Transaction” . In addition, each Borrower shall make available to the Administrative Agent and collectively “the Lenders all information concerning the Properties, its business and operations that the Administrative Agent and the Lenders may reasonably request. The Administrative Agent and the Lenders shall be permitted to share all information with the participants, investors, purchasers, investment banking firms, Rating Agencies, accounting firms, law firms and third-party advisory firms involved with the Loans and Loan Documents or the applicable Secondary Market Transactions”). (b) With respect to any Secondary Market Transaction described in Section 2.13(a)(v) above, such notes or note components may be assigned different interest rates, so long as, at such time Transaction. The Administrative Agent and the weighted average Lenders and all of the relevant interest rates equals aforesaid participants, investors, purchasers, advisors, Rating Agencies and professional firms shall be entitled to rely on the Interest Rate; provided, that after an Event of Default each Borrower recognizes that, in the case of prepayments, the weighted average interest rate information supplied by or on behalf of the Loan may increase because Lender shall have the right to apply principal payments to one or more notes or components with lower rates of interest before applying principal payments to one or more notes or components with higher rates of interest; and provided, further, that the principal balance of the Note shall not changeBorrowers. Lender shall have the same rights to sell or otherwise transfer, participate or securitize one or more of the divided, amended, modified or otherwise changed notes or components, individually or collectively, as Lender has with respect to the Loan. (c) Each Borrower also agrees that it shall cooperate with Lender and use such Borrower’s commercially reasonably efforts to facilitate the consummation of each Secondary Market Transaction including, without limitation, by: (i) amending or causing the execute any amendment of or supplement to this Agreement and the other Loan Documents, and executing such additional documents, instruments and agreements including amendments to such Borrower’s organizational documents and preparing financial statements Documents as requested by the Rating Agencies to conform the terms of the Loan to the terms of similar loans underlying completed or pending secondary market transactions having or seeking ratings similar to those then being sought in connection with the relevant Secondary Market Transaction; (ii) promptly and reasonably providing such information (including, without limitation, financial information) as may be requested in connection with the preparation of a private placement memorandum, prospectus or a registration statement required to privately place or publicly distribute the securities in a manner which does not conflict with federal or state securities laws; (iii) providing in connection with each of (A) a preliminary and a final private placement memorandum or other offering documents or (B) a preliminary and final prospectus, as applicable, an indemnification certificate (x) certifying that such Borrower has carefully examined such private placement memorandum, prospectus, registration statement or other offering document, as applicable, including, without limitation, the sections entitled “Special Considerations,” “Description of the Mortgage Loan,” “The Underlying Mortgaged Property,” “The Manager,” “Borrower” and “Certain Legal Aspects of the Mortgage Loan,” and such sections (and any other sections requested) insofar as they relate to a Borrower, its Affiliates, the Loan or any Individual Property does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; provided, however, that such Borrower shall not be required to indemnify Lender for any losses relating to untrue statements or omissions which such Borrower identified to Lender in writing at the time of such Borrower’s examination of such memorandum or prospectus, as applicable, and (y) indemnifying (i) Lender and each of its affiliates and their respective successors and assigns (including their respective officers, directors, partners, employees, attorneys, accountants, professionals and agents and each other person, if any, controlling Lender or any of its affiliates within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, including Lender, an “Indemnified Party”) Administrative Agent and the (ii) party that has filed the registration statement relating to the Secondary Market Transaction (the “Registration Statement”), each of its directors and officers who have signed the Registration Statement and each Person that controls such Party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collective, the “Underwriter Group”), for any losses, claims, damages, costs, expenses or liabilities (including, without limitation, all liabilities under all applicable federal and state securities laws) (collectively, the “Liabilities”) to which any of them Lenders may become subject (a) insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact relating to any Borrower, its Affiliates, the Loan, any Individual Property, any Manager and the Operating Lessee contained in such sections 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 sections or necessary in order to make the statements in such sections, in light of the circumstances under which they were made, not misleading or (b) as a result of any untrue statement of material fact in any of the financial statements of any Borrower incorporated into any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities or the failure to include in such financial statements or in any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities any material fact relating to any Borrower, its Affiliates, any Individual Property, the Loan, any Manager and the Operating Lessee necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (z) agreeing to reimburse the Indemnified Party and the Underwriter Group for any legal or other expenses reasonably incurred by the Indemnified Party and the Underwriter Group in connection with investigating or defending the Liabilities; (iv) causing to be rendered such customary opinion letters as shall be requested by the Rating Agencies for other secondary market or transactions having or seeking ratings comparable to that then being sought for the relevant Secondary Market Transaction; (v) making such representations, warranties and covenants, as may be reasonably requested by the Rating Agencies and comparable to those required in other secondary market transactions having or seeking the same rating as is then being sought for the Secondary Market Transaction; (vi) providing such information regarding the Collateral as may be reasonably requested by the Rating Agencies or otherwise required in connection with the formation of a REMIC; and (vii) providing any other information and materials required in the Secondary Market Transaction. (d) Each Borrower agrees to participate and cooperate in any meetings with the Rating Agencies or Investors, and providing any other information and materials reasonably required in the Secondary Market Transaction to make the certificates offered in such Secondary Market Transaction saleable in the secondary market and to obtain ratings from two or more rating agencies. (e) Each Borrower acknowledges and agrees that the Lender may, at any time on or after the Closing Date, assign its duties, rights or obligations hereunder or under any Loan Document in whole, or in part, to a servicer and/or a trustee in Lender’s discretion. Nothing herein shall in any way limit Lender’s right to sell all or a portion of the Loan in a transaction which is not a Secondary Market Transaction. (f) Liability for costs and expenses relating to any transaction described in this Section 2.13 shall be governed by Section 12 of the Cooperation Agreement. (g) Notwithstanding anything to the contrary contained herein or in any other Loan Document, Lender reserves the right to increase, decrease, or otherwise re-allocate the outstanding principal balance of the Note, and each Borrower and Operating Lessee covenants and agrees to execute amendments to the Note, this Agreement, and the other Loan Documents and the Borrowers’ or Operating Lessee’s organizational documents reasonably requested by Lender request in connection with any such re-allocationSecondary Market Transaction, provided that such modification shall amendment or supplement does not (a) increase the aggregate outstanding principal balance of the Note, (bi) change the interest rate, the stated maturity date or the amortization of the Loan as principal set forth hereinin the Notes, or (cii) modify or amend any other economic or other term of the LoanLoans or (iii) materially increase any Borrower’s obligations or materially diminish any Borrower’s rights under the Loan Documents.

Secondary Market Transactions. (a) Each Borrower hereby acknowledges that Lender may in one or more transactions (i) sell or securitize the Loan or portions thereof in one or more transactions through the issuance of securities, which securities may be rated by one or more of the Rating Agencies, (ii) sell or otherwise transfer the Loan or any portion thereof one or more times, (iii) sell participation interests (including without limitation, senior and subordinate participation interests) in the Loan one or more times, (iv) re-securitize the securities issued in connection with any securitization, or (v) further divide the Loan into more separate notes, loans notes or components and/or reallocate a portion of the Loan to a mezzanine loan to be secured by direct and/or indirect equity interests in Borrowers or change the principal balances (but not increase the aggregate principal balance) or interest rates of the Notes Note (including, without limitation, senior and subordinate notes or components) (the transactions referred to in clauses (i) through (v), each a “Secondary Market Transaction” and collectively “Secondary Market Transactions”). (b) With respect to any Secondary Market Transaction described in Section 2.13(a)(v) above, such notes or note components and mezzanine loans may be assigned different principal amounts and interest rates, so long as, the aggregate amount of such notes or note components and mezzanine loans at such time equals the Loan Amount, and at such time the weighted average of the relevant interest rates equals the LIBOR Interest RateRate for the Note; provided, that after an Event of Default each Borrower recognizes that, in the case of prepayments, the weighted average interest rate of the Loan may increase because Lender shall have the right to apply principal payments to one or more notes or components with lower rates of interest before applying principal payments to one or more notes or components with higher rates of interest; interest and provided, further, that the aggregate principal balance of the Note shall not change. Lender shall have the same rights to sell or otherwise transfer, participate or securitize one or more of the divided, amended, modified or otherwise changed notes or components, individually or collectively, as Lender has with respect to the Loan. At Lender’s sole cost, Borrower agrees to (A) modify its organizational structure to create one or more new Single-Purpose Entities to be the mezzanine borrower(s) (and to be otherwise satisfactory to Lender) and cause the same and any other owners of direct or indirect Equity Interests in Borrower to enter into such agreements deemed reasonably necessary by Lender to evidence and secure such mezzanine loan, and (B) execute and deliver to Lender such amendments to the Loan Documents, title insurance endorsements, legal opinions and other customary loan documentation as Lender may reasonably require in connection therewith). (c) Each Borrower and Operating Lessee agrees that it shall cooperate with Lender and use such Borrower’s commercially reasonably efforts to facilitate the consummation of each Secondary Market Transaction including, without limitation, by: (i) amending or causing the amendment of this Agreement and the other Loan Documents, and executing such additional documents, instruments and agreements including amendments to such Borrower’s organizational documents and preparing financial statements as requested by the Rating Agencies to conform the terms of the Loan to the terms of similar loans underlying completed or pending secondary market transactions having or seeking ratings similar to those then being sought in connection with the relevant Secondary Market Transaction; (ii) promptly and reasonably providing such information (including, without limitation, financial information) as may be requested in connection with the preparation of a private placement memorandum, prospectus or a registration statement required to privately place or publicly distribute the securities in a manner which does not conflict with federal or state securities laws; (iii) providing in connection with each of (A) a preliminary and a final private placement memorandum or other offering documents or (B) a preliminary and final prospectus, as applicable, an indemnification certificate (x) certifying that such Borrower has carefully examined such private placement memorandum, prospectus, registration statement or other offering document, as applicable, including, without limitation, the sections entitled “Special Considerations,” “Description of the Mortgage Loan,” “The Underlying Mortgaged Property,” “The Manager,” “Borrower” and “Certain Legal Aspects of the Mortgage Loan,” and such sections (and any other sections requested) insofar as they relate to a Borrower, its Affiliates, the Loan or any Individual Property does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; provided, however, that such Borrower shall not be required to indemnify Lender for any losses relating to untrue statements or omissions which such Borrower identified to Lender in writing at the time of such Borrower’s examination of such memorandum or prospectus, as applicable, and (y) indemnifying (i) Lender and each of its affiliates and their respective successors and assigns (including their respective officers, directors, partners, employees, attorneys, accountants, professionals and agents and each other person, if any, controlling Lender or any of its affiliates within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, including Lender, an “Indemnified Party”) and the (ii) party that has filed the registration statement relating to the Secondary Market Transaction (the “Registration Statement”), each of its directors and officers who have signed the Registration Statement and each Person that controls such Party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collective, the “Underwriter Group”), for any losses, claims, damages, costs, expenses or liabilities (including, without limitation, all liabilities under all applicable federal and state securities laws) (collectively, the “Liabilities”) to which any of them may become subject (a) insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact relating to any Borrower, its Affiliates, the Loan, any Individual Property, any Manager and the Operating Lessee contained in such sections 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 sections or necessary in order to make the statements in such sections, in light of the circumstances under which they were made, not misleading or (b) as a result of any untrue statement of material fact in any of the financial statements of any Borrower incorporated into any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities or the failure to include in such financial statements or in any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities any material fact relating to any Borrower, its Affiliates, any Individual Property, the Loan, any Manager and the Operating Lessee necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (z) agreeing to reimburse the Indemnified Party and the Underwriter Group for any legal or other expenses reasonably incurred by the Indemnified Party and the Underwriter Group in connection with investigating or defending the Liabilities; (iv) causing to be rendered such customary opinion letters as shall be requested by the Rating Agencies for other secondary market or transactions having or seeking ratings comparable to that then being sought for the relevant Secondary Market Transaction; (v) making such representations, warranties and covenants, as may be reasonably requested by the Rating Agencies and comparable to those required in other secondary market transactions having or seeking the same rating as is then being sought for the Secondary Market Transaction; (vi) providing such information regarding the Collateral as may be reasonably requested by the Rating Agencies or otherwise required in connection with the formation of a REMIC; and (vii) providing any other information and materials required in the Secondary Market Transaction. (d) Each Borrower agrees to participate and cooperate in any meetings with the Rating Agencies or Investors, and providing any other information and materials reasonably required in the Secondary Market Transaction to make the certificates offered in such Secondary Market Transaction saleable in the secondary market and to obtain ratings from two or more rating agencies. (e) Each Borrower acknowledges and agrees that the Lender may, at any time on or after the Closing Date, assign its duties, rights or obligations hereunder or under any Loan Document in whole, or in part, to a servicer and/or a trustee in Lender’s discretion. Nothing herein shall in any way limit Lender’s right to sell all or a portion of the Loan in a transaction which is not a Secondary Market Transaction. (f) Liability for costs and expenses relating to any transaction described in this Section 2.13 shall be governed by Section 12 of the Cooperation Agreement. (g) Notwithstanding anything to the contrary contained herein or in any other Loan Document, Lender reserves the right to increase, decrease, or otherwise re-allocate the outstanding principal balance of the Note, and each Borrower and Operating Lessee covenants and agrees to execute amendments to the Note, this Agreement, and the other Loan Documents and the Borrowers’ or Operating Lessee’s organizational documents reasonably requested by Lender in connection with any such re-allocation, provided that such modification shall not (a) increase the aggregate outstanding principal balance of the Note, (b) change the stated maturity date of the Loan as set forth herein, or (c) modify or amend any other economic or other term of the Loan.

Secondary Market Transactions. (a) Each Borrower hereby acknowledges that Lender may in one or more transactions (i) sell or securitize the Loan or portions thereof in one or more transactions through the issuance of securities, which securities may be rated by one or more of the Rating Agencies, (ii) sell or otherwise transfer the Loan or any portion thereof one or more times, (iii) sell participation interests (including without limitation, senior and subordinate participation interests) in the Loan one or more times, (iv) re-securitize the securities issued in connection with any securitization, or (v) further divide the Loan into more separate notesnotes or components, loans or components or change the principal balances (but not increase the aggregate principal balance) or interest rates of the Notes such notes (including, without limitation, senior and subordinate notes or components) (the transactions referred to in clauses (i) through (v), each a “"Secondary Market Transaction” " and collectively “"Secondary Market Transactions”"). (b) With respect to any Secondary Market Transaction described in Section 2.13(a)(v) above, such notes or note components may be assigned different interest rates, so long as, at such time the weighted average of the relevant interest rates equals the LIBOR Interest Rate; provided, that after an Event of Default each Borrower recognizes that, in the case of prepayments, the weighted average interest rate of the Loan may increase because Lender shall have the right to apply principal payments to one or more notes or components with lower rates of interest before applying principal payments to one or more notes or components with higher rates of interest; interest and provided, further, that the principal balance of the Note shall not change. Lender shall have the same rights to sell or otherwise transfer, participate or securitize one or more of the divided, amended, modified or otherwise changed notes or components, individually or collectively, as Lender has with respect to the Loan. (c) Each Borrower agrees that it shall cooperate with Lender and use such Borrower’s 's commercially reasonably reasonable efforts to facilitate the consummation of each Secondary Market Transaction including, without limitation, by: (i) amending or causing the amendment of this Agreement and the other Loan Documents, and executing such additional documents, instruments and agreements including amendments to such Borrower’s 's organizational documents and preparing financial statements as requested by the Rating Agencies to conform the terms of the Loan to the terms of similar loans underlying completed or pending secondary market transactions having or seeking ratings similar to those then being sought in connection with the relevant Secondary Market Transaction; (ii) promptly and reasonably providing such information (including, without limitation, financial information) as may be requested in connection with the preparation of a private placement memorandum, prospectus or a registration statement required to privately place or publicly distribute the securities in a manner which does not conflict with federal or state securities laws; (iii) providing in connection with each of (A) a preliminary and a final private placement memorandum or other offering documents or (B) a preliminary and final prospectus, as applicable, an indemnification certificate (x) certifying that such Borrower has carefully examined such private placement memorandum, prospectus, registration statement or other offering document, as applicable, including, without limitation, the sections entitled “"Special Considerations,” “" "Description of the Mortgage Loan,” “" "The Underlying Mortgaged Property,” “" "The Manager,” “" "Borrower” " and “"Certain Legal Aspects of the Mortgage Loan,” " and such sections (and any other sections requested) insofar as they relate to a Borrower, its Affiliates, the Loan or any Individual Property does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; provided, however, that such Borrower shall not be required to indemnify Lender for any losses relating to untrue statements or omissions which such Borrower identified to Lender in writing at the time of such Borrower’s 's examination of such memorandum or prospectus, as applicable, and (y) indemnifying (i) Lender and each of its affiliates and their respective successors and assigns (including their respective officers, directors, partners, employees, attorneys, accountants, professionals and agents and each other person, if any, controlling Lender or any of its affiliates within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “"Securities Act”"), or Section 20 of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (each, including Lender, an “"Indemnified Party”") and the (ii) party that has filed the registration statement relating to the Secondary Market Transaction (the “"Registration Statement”"), each of its directors and officers who have signed the Registration Statement and each Person that controls such Party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collective, the “"Underwriter Group”"), for any losses, claims, damages, costs, expenses or liabilities (including, without limitation, all liabilities under all applicable federal and state securities laws) (collectively, the “"Liabilities”") to which any of them may become subject (a) insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact relating to any Borrower, its Affiliates, the Loan, any Individual Property, any Manager Manager, the Mortgage Borrowers, the Mortgage Loan and the Operating Lessee contained in such sections 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 sections or necessary in order to make the statements in such sections, in light of the circumstances under which they were made, not misleading or (b) as a result of any untrue statement of material fact in any of the financial statements of any Borrower incorporated into any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities or the failure to include in such financial statements or in any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities any material fact relating to any Borrower, its Affiliates, any Individual Property, the Loan, any Manager Manager, the Mortgage Borrowers, the Mortgage Loan and the Operating Lessee necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (z) agreeing to reimburse the Indemnified Party and the Underwriter Group for any legal or other expenses reasonably incurred by the Indemnified Party and the Underwriter Group in connection with investigating or defending the Liabilities; (iv) causing to be rendered such customary opinion letters as shall be requested by the Rating Agencies for other secondary market or transactions having or seeking ratings comparable to that then being sought for the relevant Secondary Market Transaction; (v) making such representations, warranties and covenants, as may be reasonably requested by the Rating Agencies and comparable to those required in other secondary market transactions having or seeking the same rating as is then being sought for the Secondary Market Transaction; (vi) providing such information regarding the Collateral or the Pledged Collateral as may be reasonably requested by the Rating Agencies or otherwise required in connection with the formation of a REMIC; and (vii) providing any other information and materials required in the Secondary Market Transaction. (d) Each Borrower agrees to participate and cooperate in any meetings with the Rating Agencies or Investors, and providing any other information and materials reasonably required in the Secondary Market Transaction to make the certificates offered in such Secondary Market Transaction saleable in the secondary market and to obtain ratings from two or more rating agencies. (e) Each Borrower acknowledges and agrees that the Lender may, at any time on or after the Closing Date, assign its duties, rights or obligations hereunder or under any Loan Document in whole, or in part, to a servicer and/or a trustee in Lender’s discretion. Nothing herein shall in any way limit Lender’s right to sell all or a portion of the Loan in a transaction which is not a Secondary Market Transaction. (f) Liability for costs and expenses relating to any transaction described in this Section 2.13 shall be governed by Section 12 of the Cooperation Agreement. (g) Notwithstanding anything to the contrary contained herein or in any other Loan Document, Lender reserves the right to increase, decrease, or otherwise re-allocate the outstanding principal balance of the Note, and each Borrower and Operating Lessee covenants and agrees to execute amendments to the Note, this Agreement, and the other Loan Documents and the Borrowers’ or Operating Lessee’s organizational documents reasonably requested by Lender in connection with any such re-allocation, provided that such modification shall not (a) increase the aggregate outstanding principal balance of the Note, (b) change the stated maturity date of the Loan as set forth herein, or (c) modify or amend any other economic or other term of the Loan.

Secondary Market Transactions. (a) Each Borrower hereby acknowledges that Lender may in one or more transactions (i) sell or securitize the Loan or portions thereof in one or more transactions through the issuance of securities, which securities may be rated by one or more of the Rating Agencies, (ii) sell or otherwise transfer the Loan or any portion thereof one or more times, (iii) sell participation interests (including without limitation, senior and subordinate participation interests) in the Loan one or more times, (iv) re-securitize the securities issued in connection with any securitization, or (v) further divide the Loan into more separate notes, loans or components or change the principal balances (but not increase the aggregate principal balance) or interest rates of the Notes Note (including, without limitation, senior and subordinate notes or components) (the transactions referred to in clauses (i) through (v), each a “Secondary Market Transaction” and collectively “Secondary Market Transactions”). (b) With respect to any Secondary Market Transaction described in Section 2.13(a)(v) above, such notes or note components may be assigned different interest rates, so long as, at such time the weighted average of the relevant interest rates equals the LIBOR Interest Rate; provided, that after an Event of Default each Borrower recognizes that, in the case of prepayments, the weighted average interest rate of the Loan may increase because Lender shall have the right to apply principal payments to one or more notes or components with lower rates of interest before applying principal payments to one or more notes or components with higher rates of interest; and provided, further, that the principal balance of the Note shall not change. Lender shall have the same rights to sell or otherwise transfer, participate or securitize one or more of the divided, amended, modified or otherwise changed notes or components, individually or collectively, as Lender has with respect to the Loan. (c) Each Borrower agrees that it shall cooperate with Lender and use such Borrower’s commercially reasonably efforts to facilitate the consummation of each Secondary Market Transaction including, without limitation, by: (i) amending or causing the amendment of this Agreement and the other Loan Documents, and executing such additional documents, instruments and agreements including amendments to such Borrower’s organizational documents and preparing financial statements as requested by the Rating Agencies to conform the terms of the Loan to the terms of similar loans underlying completed or pending secondary market transactions having or seeking ratings similar to those then being sought in connection with the relevant Secondary Market Transaction; (ii) promptly and reasonably providing such information (including, without limitation, financial information) as may be requested in connection with the preparation of a private placement memorandum, prospectus or a registration statement required to privately place or publicly distribute the securities in a manner which does not conflict with federal or state securities laws; (iii) providing in connection with each of (A) a preliminary and a final private placement memorandum or other offering documents or (B) a preliminary and final prospectus, as applicable, an indemnification certificate (x) certifying that such Borrower has carefully examined such private placement memorandum, prospectus, registration statement or other offering document, as applicable, including, without limitation, the sections entitled “Special Considerations,” “Description of the Mortgage Loan,” “The Underlying Mortgaged Property,” “The Manager,” “Borrower” and “Certain Legal Aspects of the Mortgage Loan,” and such sections (and any other sections requested) insofar as they relate to a Borrower, its Affiliates, the Loan or any Individual the Property does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; provided, however, that such Borrower shall not be required to indemnify Lender for any losses relating to untrue statements or omissions which such Borrower identified to Lender in writing at the time of such Borrower’s examination of such memorandum or prospectus, as applicable, and (y) indemnifying (i) Lender and each of its affiliates and their respective successors and assigns (including their respective officers, directors, partners, employees, attorneys, accountants, professionals and agents and each other person, if any, controlling Lender or any of its affiliates within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, including Lender, an “Indemnified Party”) and the (ii) party that has filed the registration statement relating to the Secondary Market Transaction (the “Registration Statement”), each of its directors and officers who have signed the Registration Statement and each Person that controls such Party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collective, the “Underwriter Group”), for any losses, claims, damages, costs, expenses or liabilities (including, without limitation, all liabilities under all applicable federal and state securities laws) (collectively, the “Liabilities”) to which any of them may become subject (a) insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact relating to any Borrower, its Affiliates, the Loan, any Individual the Property, any Manager and the Operating Lessee contained in such sections 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 sections or necessary in order to make the statements in such sections, in light of the circumstances under which they were made, not misleading or (b) as a result of any untrue statement of material fact in any of the financial statements of any Borrower incorporated into any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities or the failure to include in such financial statements or in any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities any material fact relating to any Borrower, its Affiliates, any Individual the Property, the Loan, any Manager and the Operating Lessee necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (z) agreeing to reimburse the Indemnified Party and the Underwriter Group for any legal or other expenses reasonably incurred by the Indemnified Party and the Underwriter Group in connection with investigating or defending the Liabilities; (iv) causing to be rendered such customary opinion letters as shall be requested by the Rating Agencies for other secondary market or transactions having or seeking ratings comparable to that then being sought for the relevant Secondary Market Transaction; (v) making such representations, warranties and covenants, as may be reasonably requested by the Rating Agencies and comparable to those required in other secondary market transactions having or seeking the same rating as is then being sought for the Secondary Market Transaction; (vi) providing such information regarding the Collateral as may be reasonably requested by the Rating Agencies or otherwise required in connection with the formation of a REMIC; and (vii) providing any other information and materials required in the Secondary Market Transaction. (d) Each Borrower agrees to participate and cooperate in any meetings with the Rating Agencies or Investors, and providing any other information and materials reasonably required in the Secondary Market Transaction to make the certificates offered in such Secondary Market Transaction saleable in the secondary market and to obtain ratings from two or more rating agencies. (e) Each Borrower acknowledges and agrees that the Lender may, at any time on or after the Closing Date, assign its duties, rights or obligations hereunder or under any Loan Document in whole, or in part, to a servicer and/or a trustee in Lender’s discretion. Nothing herein shall in any way limit Lender’s right to sell all or a portion of the Loan in a transaction which is not a Secondary Market Transaction. (f) Liability Lender shall reimburse the Borrower for all reasonable out-of-pocket costs and expenses relating to any transaction described incurred by the Borrower in connection with complying with their obligations set forth in this Section 2.13 2.13; provided, however, that the Borrower shall be governed remain responsible for all of Borrower’s reasonable and customary legal and accounting fees not to exceed $10,000 and all indemnity and related obligations incurred by Section 12 of the Cooperation AgreementBorrower or its Affiliates under the Loan Documents. (g) Notwithstanding anything to the contrary contained herein or in any other Loan Document, Lender reserves the right to increase, decrease, or otherwise re-allocate the outstanding principal balance of the Note, and each Borrower and Operating Lessee covenants and agrees to execute amendments to the Note, this Agreement, and the other Loan Documents and the Borrowers’ Borrower’s or Operating Lessee’s organizational documents reasonably requested by Lender in connection with any such re-allocation, provided that such modification shall not (a) increase the aggregate outstanding principal balance of the Note, (b) change the stated maturity date of the Loan as set forth herein, or (c) modify or amend any other economic or other term of the Loan.

Secondary Market Transactions. (a) Each Borrower hereby acknowledges that Lender may in one or more transactions shall have the right (i) sell or securitize the to make a Loan or portions thereof in one or more transactions through the issuance of securities, which securities may be rated by one or more of the Rating AgenciesTransfer, (ii) sell to grant any Participation, (iii) subject to Section 9.9.1(b)(iv), to bifurcate or otherwise transfer restructure the Loan into two or more components and/or additional separate notes and/or creating additional senior/subordinate loan and/or note structure(s) (i.e., an A/B or A/B/C structure) (which may include component notes and/or senior and junior notes) and/or issue one or more participations therein, which restructuring may include reallocation of principal amounts of the Loan, notes and/or the components, the elimination of the component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments) or the restructuring of a portion of the Loan into one or more mezzanine loans to the direct and/or indirect owners of the equity interests in Borrower, secured by a pledge of such interests (and establish different interest rates and to reallocate the amortization and principal balances of the Loan between each such mortgage and mezzanine loan component, and to require the payment of the Loan and such mezzanine loan in such order of priority as may be designated by Lender, and bear such interest rates and principal balances, and include an allocation of monthly debt service payments as Lender may determine), (any of the foregoing, a "Loan Bifurcation") or (iv) to securitize the Loan (or any portion thereof one or more times, (iii) sell participation interests (including without limitation, senior and subordinate participation interestsinterest therein) in the Loan one a commercial mortgage backed securitization or more timesany other public offering or private placement ("Securitization"). Any certificates, (iv) re-securitize the notes or other securities issued in connection with any securitization, or (v) further divide the Loan into more separate notes, loans or components or change the principal balances (but not increase the aggregate principal balance) or interest rates of the Notes (including, without limitation, senior and subordinate notes or components) (the a Securitization are hereinafter referred to as "Securities". The transactions referred to in clauses (i) through (v), each a “Secondary Market Transaction” (ii), (iii) and (iv) above shall hereinafter be referred to collectively “as "Secondary Market Transactions”)". (b) With respect If requested by Lender, Borrower shall assist Lender in satisfying the market standards to any Secondary Market Transaction described in Section 2.13(a)(v) above, such notes which Lender customarily adheres or note components which may be assigned different interest rates, so long as, at such time the weighted average of the relevant interest rates equals the Interest Rate; provided, that after an Event of Default each Borrower recognizes that, reasonably required in the case of prepayments, the weighted average interest rate of the Loan may increase because Lender shall have the right to apply principal payments to one marketplace or more notes or components with lower rates of interest before applying principal payments to one or more notes or components with higher rates of interest; and provided, further, that the principal balance of the Note shall not change. Lender shall have the same rights to sell or otherwise transfer, participate or securitize one or more of the divided, amended, modified or otherwise changed notes or components, individually or collectively, as Lender has with respect to the Loan. (c) Each Borrower agrees that it shall cooperate with Lender and use such Borrower’s commercially reasonably efforts to facilitate the consummation of each Secondary Market Transaction including, without limitation, by: (i) amending or causing the amendment of this Agreement and the other Loan Documents, and executing such additional documents, instruments and agreements including amendments to such Borrower’s organizational documents and preparing financial statements as requested by the Rating Agencies to conform the terms of the Loan to the terms of similar loans underlying completed be included in any Disclosure Document or pending secondary market transactions having or seeking ratings similar to those then being sought otherwise in connection with the relevant any Secondary Market Transaction; (ii) promptly and reasonably providing such information (including, without limitation, financial information) as may be requested in connection with the preparation of a private placement memorandum, prospectus or a registration statement required to privately place or publicly distribute the securities in a manner which does not conflict with federal or state securities laws; (iii) providing in connection with each of (A) a preliminary and a final private placement memorandum or other offering documents or (B) a preliminary and final prospectus, as applicable, an indemnification certificate (x) certifying that such Borrower has carefully examined such private placement memorandum, prospectus, registration statement or other offering document, as applicableTransactions, including, without limitation, to: (i) provide (A) updated financial and other information with respect to the sections entitled “Special Considerations,” “Description Property, the business operated at the Property, Borrower, Guarantor, and Property Manager, (B) updated budgets relating to the Property and (C) updated appraisals, market studies, environmental reviews, property condition reports and other due diligence investigations of the Mortgage Loan,” “The Underlying Mortgaged Property,” “The Manager,” “Borrower” and “Certain Legal Aspects Property (the "Updated Information"), together, if customary, with appropriate verification of the Mortgage Loan,” Updated Information through "comfort" letters of auditors or opinions of counsel acceptable to Lender and such sections the Rating Agencies; (ii) provide new and/or updated reasonably requested opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to substantive non-consolidation, fraudulent conveyance, matters of Delaware or Texas (as applicable) and federal bankruptcy law relating to limited liability companies, true sale and any other sections requested) insofar as they relate to a Borrower, its Affiliates, the Loan or any Individual Property does not contain any untrue statement of a material fact or omit to state a material fact necessary opinion customary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; provided, however, that such Borrower shall not be required to indemnify Lender for any losses relating to untrue statements or omissions which such Borrower identified to Lender in writing at the time of such Borrower’s examination of such memorandum or prospectus, as applicable, and (y) indemnifying (i) Lender and each of its affiliates and their respective successors and assigns (including their respective officers, directors, partners, employees, attorneys, accountants, professionals and agents and each other person, if any, controlling Lender or any of its affiliates within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, including Lender, an “Indemnified Party”) and the (ii) party that has filed the registration statement relating to the Secondary Market Transaction (the “Registration Statement”), each of its directors and officers who have signed the Registration Statement and each Person that controls such Party within the meaning of Section 15 of the Securities Act Transactions or Section 20 of the Exchange Act (collective, the “Underwriter Group”), for any losses, claims, damages, costs, expenses or liabilities (including, without limitation, all liabilities under all applicable federal and state securities laws) (collectively, the “Liabilities”) to which any of them may become subject (a) insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact relating to any Borrower, its Affiliates, the Loan, any Individual Property, any Manager and the Operating Lessee contained in such sections 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 sections or necessary in order to make the statements in such sections, in light of the circumstances under which they were made, not misleading or (b) as a result of any untrue statement of material fact in any of the financial statements of any Borrower incorporated into any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities or the failure to include in such financial statements or in any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities any material fact relating to any Borrower, its Affiliates, any Individual Property, the Loan, any Manager and the Operating Lessee necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (z) agreeing to reimburse the Indemnified Party and the Underwriter Group for any legal or other expenses reasonably incurred by the Indemnified Party and the Underwriter Group in connection with investigating or defending the Liabilities; (iv) causing to be rendered such customary opinion letters as shall be requested by the Rating Agencies for other secondary market or transactions having or seeking ratings comparable with respect to that then being sought for the relevant Property, Borrower, Guarantor, Property Manager and Affiliates of Borrower, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (iii) provide updated, as of the closing date of the Secondary Market Transaction; , representations and warranties made in the Loan Documents and such reasonable and customary additional representations and warranties as the Rating Agencies may reasonably require; (viv) making execute such representations, warranties amendments to the Loan Documents and covenants, Borrower's organizational documents as may be reasonably requested by the Rating Agencies and comparable to those required in other secondary market transactions having Lender or seeking the same rating as is then being sought for the Secondary Market Transaction; (vi) providing such information regarding the Collateral as may be reasonably requested by the Rating Agencies or otherwise to effect any Secondary Market Transaction, including, without limitation, (A) to provide for or modify non-economic "springing member" and/or "independent director" provisions, in each case, in accordance with the applicable requirements of the Rating Agencies and (B) to modify all operative dates (including but not limited to payment dates, interest period start dates and end dates, etc.) under the Loan Documents, by up to ten (10) days; provided, however, that Borrower shall not be required to so modify or amend any Loan Document if such modification or amendment would require prepaid interest or would change the interest rate, the stated maturity (except as provided in subclause (B) above) or the amortization of principal set forth herein, except in connection with a Loan Bifurcation 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; provided, further that in no event shall Borrower be obligated to pay to Lender interest at a cumulative interest rate higher than the Interest Rate or, if applicable, the Default Rate required to be paid on the principal balance of the Loan as provided in Section 2.3.1(a) above; and (v) in connection with the creation of any mezzanine loan as described above, cause the formation of one or more Special Purpose Entities as required by Lender in order to serve as the borrower under any such mezzanine loan (and the applicable organizational documents of Borrower and such new entity shall be reasonably acceptable to Lender in form and content), and Borrower shall deliver to Lender a REMIC; "UCC-9" insurance policy and a mezzanine endorsement to the owner's policy of title insurance held by Borrower, and such opinions of legal counsel as Lender may reasonably require. (viic) providing Upon request, Borrower shall furnish Lender from time to time such financial data and financial statements as Lender reasonably determines to be necessary, advisable or appropriate for complying with any other information applicable legal requirements (including those applicable to Lender or any servicer (including, without limitation and materials required to the extent applicable, Regulation AB)) within the timeframes reasonably necessary, advisable or appropriate in the Secondary Market Transactionorder to comply with such legal requirements. (d) Each In connection with any Secondary Market Transaction, Lender shall have the right, and Borrower agrees hereby authorizes Lender, to participate disclose any and cooperate all information in Lender's possession regarding Borrower, Guarantor, any Property Manager, the Property and/or the Loan in any meetings offering circular, a prospectus, prospectus supplement, private placement memorandum or other offering or disclosure document, in any promotional or marketing materials that are prepared by or on behalf of Lender in connection with the Rating Agencies or Investors, and providing any other information and materials reasonably required in the Secondary Market Transaction to make the certificates offered in such Secondary Market Transaction saleable or in the secondary market connection with any oral or written presentation made by or on behalf of Lender, including without limitation, to any actual or potential investors and to obtain ratings from two or more rating agenciesany Rating Agencies. (e) Each Borrower acknowledges and agrees that the shall, within ten (10) Business Days after request by Lender mayor, at any time on or after the Closing Date, assign its duties, rights or obligations hereunder or under any Loan Document in whole, or in part, to a servicer and/or a trustee in Lender’s discretion. Nothing herein shall in any way limit Lender’s right to sell if all or a portion part of the Loan is being or has been included in a transaction which is not a Secondary Market TransactionSecuritization, by the Rating Agencies, furnish or cause to be furnished to Lender and, if applicable, the Rating Agencies, in such manner and in such detail as may be reasonably requested by Lender or the Rating Agencies, such reasonable additional information as may be reasonably requested with respect to the Property. (f) Liability for Lender shall pay all of Lender's costs and expenses relating to any transaction described in this Section 2.13 shall be governed by Section 12 of the Cooperation Agreement. (g) Notwithstanding anything to the contrary contained herein or in any other Loan Document, Lender reserves the right to increase, decrease, or otherwise re-allocate the outstanding principal balance of the Note, and each Borrower and Operating Lessee covenants and agrees to execute amendments to the Note, this Agreement, and the other Loan Documents and the Borrowers’ or Operating Lessee’s organizational documents reasonably requested by Lender that arise in connection with the consummation of any such re-allocationSecondary Market Transaction; and Lender shall pay (or reimburse Borrower for) Borrower's reasonable, provided that such modification shall actual attorneys' fees incurred in connection therewith in an amount not (a) increase the aggregate outstanding principal balance of the Note, (b) change the stated maturity date of the Loan as set forth herein, or (c) modify or amend any other economic or other term of the Loanto exceed $10,000.

Secondary Market Transactions. (a) Each Borrower hereby acknowledges that Lender may in one or more transactions (i) sell or securitize the Loan or portions thereof in one or more transactions through the issuance of securities, which securities may be rated by one or more of the Rating Agencies, (ii) sell or otherwise transfer the Loan or any portion thereof one or more times, (iii) sell participation interests (including without limitation, senior and subordinate participation interests) in the Loan one or more times, (iv) re-securitize the securities issued in connection with any securitization, or (v) further divide the Loan into more separate notes, loans or components or change the principal balances (but not increase the aggregate principal balance) or interest rates of the Notes (including, without limitation, senior and subordinate notes or components) (the transactions referred to in clauses (i) through (v), each a “Secondary Market Transaction” and collectively “Secondary Market Transactions”). (b) With respect to any Secondary Market Transaction described in Section 2.13(a)(v) above, such notes or note components may be assigned different interest rates, so long as, at such time the weighted average of the relevant interest rates equals the Interest Rate; provided, that after an Event of Default each Borrower recognizes that, in the case of prepayments, the weighted average interest rate of the Loan may increase because Lender shall have the right to apply principal payments to one or more notes or components with lower rates of interest before applying principal payments to one or more notes or components with higher rates of interest; and provided, further, that the principal balance of the Note shall not change. Lender shall have the same rights to sell or otherwise transfer, participate or securitize one or more of the divided, amended, modified or otherwise changed notes or components, individually or collectively, as Lender has with respect to the Loan. (c) Each Borrower agrees that it shall cooperate with Lender and use such Borrower’s commercially reasonably efforts to facilitate the consummation of each Secondary Market Transaction including, without limitation, by: (i) amending or causing the amendment of this Agreement and the other Loan Documents, and executing such additional documents, instruments and agreements including amendments to such Borrower’s organizational documents and preparing financial statements as requested by the Rating Agencies to conform the terms of the Loan to the terms of similar loans underlying completed or pending secondary market transactions having or seeking ratings similar to those then being sought in connection with the relevant Secondary Market Transaction; (ii) promptly and reasonably providing such information (including, without limitation, financial information) as may be requested in connection with the preparation of a private placement memorandum, prospectus or a registration statement required to privately place or publicly distribute the securities in a manner which does not conflict with federal or state securities laws; (iii) providing in connection with each of (A) a preliminary and a final private placement memorandum or other offering documents or (B) a preliminary and final prospectus, as applicable, an indemnification certificate (x) certifying that such Borrower has carefully examined such private placement memorandum, prospectus, registration statement or other offering document, as applicable, including, without limitation, the sections entitled “Special Considerations,” “Description of the Mortgage Loan,” “The Underlying Mortgaged Property,” “The Manager,” “Borrower” and “Certain Legal Aspects of the Mortgage Loan,” and such sections (and any other sections requested) insofar as they relate to a Borrower, its Affiliates, the Loan or any Individual Property does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; provided, however, that such Borrower shall not be required to indemnify Lender for any losses relating to untrue statements or omissions which such Borrower identified to Lender in writing at the time of such Borrower’s examination of such memorandum or prospectus, as applicable, and (y) indemnifying (i) Lender and each of its affiliates and their respective successors and assigns (including their respective officers, directors, partners, employees, attorneys, accountants, professionals and agents and each other person, if any, controlling Lender or any of its affiliates within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, including Lender, an “Indemnified Party”) and the (ii) party that has filed the registration statement relating to the Secondary Market Transaction (the “Registration Statement”), each of its directors and officers who have signed the Registration Statement and each Person that controls such Party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collective, the “Underwriter Group”), for any losses, claims, damages, costs, expenses or liabilities (including, without limitation, all liabilities under all applicable federal and state securities laws) (collectively, the “Liabilities”) to which any of them may become subject (a) insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact relating to any Borrower, its Affiliates, the Loan, any Individual Property, any Manager and the Operating Lessee contained in such sections 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 sections or necessary in order to make the statements in such sections, in light of the circumstances under which they were made, not misleading or (b) as a result of any a ny untrue statement of material fact in any of the financial statements of any Borrower incorporated into any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities or the failure to include in such financial statements or in any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities any material fact relating to any Borrower, its Affiliates, any Individual Property, the Loan, any Manager and the Operating Lessee necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (z) agreeing to reimburse the Indemnified Party and the Underwriter Group for any legal or other expenses reasonably incurred by the Indemnified Party and the Underwriter Group in connection with investigating or defending the Liabilities; (iv) causing to be rendered such customary opinion letters as shall be requested by the Rating Agencies for other secondary market or transactions having or seeking ratings comparable to that then being sought for the relevant Secondary Market Transaction; (v) making such representations, warranties and covenants, as may be reasonably requested by the Rating Agencies and comparable to those required in other secondary market transactions having or seeking the same rating as is then being sought for the Secondary Market Transaction; (vi) providing such information regarding the Collateral as may be reasonably requested by the Rating Agencies or otherwise required in connection with the formation of a REMIC; and (vii) providing any other information and materials required in the Secondary Market Transaction. (d) Each Borrower agrees to participate and cooperate in any meetings with the Rating Agencies or Investors, and providing any other information and materials reasonably required in the Secondary Market Transaction to make the certificates offered in such Secondary Market Transaction saleable in the secondary market and to obtain ratings from two or more rating agencies. (e) Each Borrower acknowledges and agrees that the Lender may, at any time on or after the Closing Date, assign its duties, rights or obligations hereunder or under any Loan Document in whole, or in part, to a servicer and/or a trustee in Lender’s discretion. Nothing herein shall in any way limit Lender’s right to sell all or a portion of the Loan in a transaction which is not a Secondary Market Transaction. (f) Liability for costs and expenses relating to any transaction described in this Section 2.13 shall be governed by Section 12 of the Cooperation Agreement. (g) Notwithstanding anything to the contrary contained herein or in any other Loan Document, Lender reserves the right to increase, decrease, or otherwise re-allocate the outstanding principal balance of the Note, and each Borrower and Operating Lessee covenants and agrees to execute amendments to the Note, this Agreement, and the other Loan Documents and the Borrowers’ or Operating Lessee’s organizational documents reasonably requested by Lender in connection with any such re-allocation, provided that such modification shall not (a) increase the aggregate outstanding principal balance of the Note, (b) change the stated maturity date of the Loan as set forth herein, or (c) modify or amend any other economic or other term of the Loan.