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20140010 50. Cooperation. Borrower acknowledges that Lender and its successors and assigns may (a) sell this Security Instrument, the Note and other Loan Documents to one or more investors as a whole loan; (b) participate the loan (the "Loan") secured by this Security Instrument to one or more investors; (c) deposit this Security Instrument, the Note and the other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets; or (d) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses (a) through (d) are hereinafter referred to as "Secondary Market Transactions "). Borrower shall, at Lender's expense, cooperate in good faith with Lender in effecting any such Secondary Market Transaction and shall cooperate in good faith to implement all requirements reasonably imposed by the participants involved in any Secondary Market Transaction including, without limitation, all structural or other changes to the Loan, modifications to any documents evidencing or securing the Loan, delivery of opinions of counsel acceptable to each Rating Agency and addressing such matters as each Rating Agency may require, and providing direct access to financial and other information relating to the Lessee and the Mortgaged Property (to the extent available to Borrower pursuant to the terms of the Lease); provided, however, that the Borrower shall not be required to modify any documents evidencing or securing the Loan which would modify (i) the interest rate payable under the Note; (ii) the stated maturity of the Note; (iii) the amortization of principal of the Note; or (iv) any other material economic term or other operating covenants of the Loan. Borrower shall provide such information and documents relating to Borrower, the Mortgaged Property (to the extent available to Borrower), the Lease and the Lessee (to the extent available to Borrower) as Lender or any Rating Agency may reasonably request in connection with a Secondary Market Transaction. Lender shall have the right to provide to prospective investors any information in its possession, including, without limitation, financial statements relating to Borrower, the Mortgaged Property and the Lessee. Borrower acknowledges that certain information regarding the Loan and the parties thereto and the Mortgaged Property may be included in a private placement memorandum, prospectus or other disclosure documents. As used herein, "Rating Agency" shall mean Moody's Investors Service, Inc. and Standard & Poor's Rating Services, a division of' The McGraw -Hill Companies, Inc. and any successor to any of them; provided, however, that at any time during which the Debt is an asset of a securitization or is otherwise an asset of any rated transaction, "Rating Agency" shall mean the rating agency or rating agencies that from time to time rate the securities, certificates or other instruments issued in connection with such securitization or other transaction. 51. Recourse Provisions. Subject to the qualifications below, Lender shall not be entitled to and shall not enforce the liability and obligation of Borrower (or its trustees or beneficial owners) to perform and observe the obligations contained in this Security Instrument, the Note or in any of the other Loan Documents by any action or proceeding wherein a money judgment or personal liability shall be sought against Borrower or any beneficiaries, trustees, partners, members, managers, the economic and beneficial owners of Borrower or any partners, managers or members (or other constituent party(ies)) of Borrower or of any beneficial owners, officers, directors or trustees of Borrower or any partners, managers, officers, shareholders, members or directors of any thereof (collectively, the "Released Parties "), except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interests under the Note (and the New Note, if applicable), this Security - 64 -