Sale Notice. Any Selling Shareholder shall exercise the rights of the Selling Shareholders pursuant to this [Section 13] by delivering a written notice (the "Drag-Along Notice") to the Company and each Drag-Along Shareholder no more than 10 days after the execution and delivery by all of the parties thereto of the definitive agreement entered into with respect to the Sale and, in any event, no later than 20 days prior to the closing date of such Sale. The Drag-Along Notice shall make reference to the Selling Shareholder's rights and obligations hereunder and shall describe in reasonable detail:

In connection with the sale of the shares of common stock or interests in shares of common stock, the selling stockholders may enter into hedging transactions after the effective date of the registration statement of which this prospectus is a part with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of common stock short after the effective date of the registration statement of which this prospectus is a part and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions after the effective date of the registration statement of which this prospectus is a part with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

Compensation During Short-Term Disability. Your compensation for any period that you are absent due to a short-term disability (“STD”) and are receiving compensation under a Company STD plan sponsored or maintained by the Company shall be determined in accordance with the terms of such STD plan. The compensation provided to you under the applicable STD plan shall be in lieu of the Salary provided under this Agreement. Your participation in any other Company benefit plans or programs during the STD period shall be governed by the terms of the applicable plan or program documents, award agreements and certificates.

It is understood that each Participation Interest which [[Organization C:Organization]] purchases in any Mortgage Loan shall be purchased by [[Organization C:Organization]] for its own account for the short term investment of its capital and in reliance of [[Organization B:Organization]]’s agreement hereunder that: # [[Organization B:Organization]] shall arrange and complete the sale by and on behalf the Parties of the related Participated Mortgage Loan as and

Confirmation to the Selling Stockholder. If acting as sales agent hereunder, the Agent will provide written confirmation to the Selling Stockholder following the close of trading on the Principal Market on each Trading Day on which Shares of the Selling Stockholder are sold under this Agreement setting forth the number of Shares of the Selling Stockholder sold on such day, the aggregate gross sales proceeds of the Shares of the Selling Stockholder, the aggregate net proceeds to the Selling Stockholder and the aggregate compensation payable by the Selling Stockholder to the Agent with respect to such sales.

Indemnification by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless the Company, the Agent, the Forward Purchaser, and their respective officers, directors and employees, and each person, if any, who controls the Company, the Agent or the Forward Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to the Agent and Forward Purchaser, but only with reference to the Selling Stockholder Information furnished to the Company by or on behalf of the Selling Stockholder specifically for inclusion in the documents referred to in the foregoing indemnity. The liability of the Selling Stockholder shall not be greater in amount than the dollar amount of the sum of # the net proceeds (after discounts and commissions) received by the Selling Stockholder from the offering of Shares by the Selling Stockholder contemplated hereby and # the aggregate of the products of the Actual Sold Forward Amounts and the Forward Hedge Prices under any Forwards hereunder. This indemnity agreement will be in addition to any liability which the Selling Stockholder may otherwise have and shall not limit any indemnification obligations of the Selling Stockholder under the terms of any Forward Contract.

Absence of Directed Selling Efforts. During the negotiation of the Exchange and at the time of execution of this Agreement, the Lender was located outside the United States within the meaning of Regulation S under the Securities Act (“Regulation S”) and did not learn of the Exchange through any “Directed Selling Efforts” as that term is defined in Regulation S.

Prior Common Units. The Common Units that were issued and outstanding and held by the Members prior to the date of this Agreement shall remain unchanged.

Prior Conditions Satisfied. All conditions precedent to the Initial Additional Advance set forth in [Section 2.17] (in the same manner in which they were satisfied for the Initial Additional Advance and without reimposing any one‑time requirement) shall continue to be satisfied as of the date of such subsequent Additional Advance. For the avoidance of doubt, to the extent there have been any changes to the Trades List since the making of any prior Additional Advance, [[Borrower:Organization]] shall deliver an updated and certified Trades List in connection with any Advance Request.

The Selling Stockholder, the Agent or the Forward Purchaser may terminate this Agreement prior to the end of the Agency Period, with respect to the sale of Shares by the Selling Stockholder (including through any Forward), by giving written notice as required by this Agreement, upon ten (10) Trading Days’ notice to the other party; provided that # if the Selling Stockholder terminates this Agreement after the Agent confirms to the Selling Stockholder any sale of Shares (or the Forward Purchaser confirms to the Selling Stockholder any sale of Forward Hedge Shares), the Selling Stockholder shall remain obligated to comply with Section 3(b)(v) with respect to such Shares or applicable Forward, as applicable, and # Section 2, Section 6, Section 7 and Section 8 shall survive termination of this Agreement. If termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall nevertheless settle in accordance with the terms of this Agreement.