Common use of COOPERATION; LIMITATIONS Clause in Contracts

COOPERATION; LIMITATIONS. The Borrower Parties shall use all reasonable efforts and cooperate reasonably and in good faith with Lender in effecting any such restructuring or Secondary Market Transactions at Lender's sole cost (other than, with respect to the first successful Securitization and any related Secondary Market Transaction only (or if the Loan shall be hereafter split into multiple loans, the first successful Securitization and any related Secondary Market Transaction with respect to each of such loans), the Borrowers' internal costs and expenses and the costs and expenses of the Borrower Parties' counsel). Notwithstanding the foregoing or anything to the contrary contained in this Article X, it is acknowledged and agreed that in no event shall Lender be responsible for payment of any Borrower Party's (or its Affiliate's) internal costs and expenses in connection with any Secondary Market Transaction. Such cooperation shall include without limitation, executing and delivering such reasonable amendments to the Loan Documents and the organizational documents of each Borrower as Lender or any Interested Party (as defined below) may request, provided however that, no such amendment shall modify (i) the weighted average interest rate payable under the Note (or notes); (ii) the stated maturity date of the Note, (iii) the amortization of the principal amount of the Note, (iv) any other material economic terms of the Obligations, (v) the non-recourse provisions of the Loan or (vi) any provision, the effect of which would increase the Borrowers' obligations or decrease the Borrowers' rights under the Loan Documents except to a de minimis extent. The Borrower Parties shall not be required to provide additional collateral to effect any such restructuring or Secondary Market Transaction after the Closing Date. The Borrower Parties shall not be required to pay any third party (other than, which respect to the first successful Securitization and any related Secondary Market Transaction only (or if the Loan shall be hereafter split into multiple loans, the first successful Securitization and any related Secondary Market Transaction with respect to each of such loans), the costs and expenses of the Borrowers' counsel) costs and expenses incurred by Lender in connection with any such Secondary Market Transaction unless otherwise expressly payable by the Borrower Parties under this Loan Agreement or the other Loan Documents.

COOPERATION; LIMITATIONS. The Borrower Parties shall use all reasonable efforts and cooperate reasonably and in good faith with Lender in effecting any up to three (3) such restructuring or Secondary Market Transactions at Lender's sole cost (other than, with respect to the first successful Securitization and any related Secondary Market Transaction only (or if the Loan shall be hereafter split into multiple loansonly, the first successful Securitization and any related Secondary Market Transaction with respect to each of such loans), the Borrowers' Borrower's internal costs and expenses and the costs and expenses of the Borrower PartiesBorrowers' counsel). Notwithstanding the foregoing or anything to the contrary contained in this Article X, it is acknowledged and agreed that in no event shall Lender be responsible for payment of any Borrower Party's (or its Affiliate's) internal costs and expenses in connection with any Secondary Market Transaction. Such cooperation shall include without limitation, executing and delivering such reasonable amendments to the Loan Documents and the organizational documents of each Borrower as Lender or any Interested Party (as defined below) may request, provided however that, no such amendment shall modify (i) the weighted average interest rate payable under the Note (or notes); (ii) the stated maturity date of the Note, (iii) the amortization of the principal amount of the Note, (iv) any other material economic terms of the Obligations, (v) the non-recourse provisions of the Loan or (vi) any provision, the effect of which would increase the Borrowers' obligations or decrease the Borrowers' rights under the Loan Documents except to a de minimis extent. The Borrower Parties shall not be required to provide additional collateral to effect any such restructuring or Secondary Market Transaction after the Closing Date. The Borrower Parties shall not be required to pay any third party (other than, which than with respect to the first successful Securitization and any related Secondary Market Transaction only (or if the Loan shall be hereafter split into multiple loans, the first successful Securitization and any related Secondary Market Transaction with respect to each of such loans)only, the costs and expenses of the Borrowers' counsel) costs and expenses incurred by Lender in connection with any such Secondary Market Transaction unless otherwise expressly payable by the Borrower Parties under this Loan Agreement or the other Loan Documents.

COOPERATION; LIMITATIONS. The Borrower Parties shall use all reasonable efforts and cooperate reasonably and in good faith with Lender in effecting any such restructuring or Secondary Market Transactions at Lender's sole cost (other than, with respect to the first successful Securitization and any related Secondary Market Transaction only (or if the Loan shall be hereafter split into multiple loans, the first successful Securitization and any related Secondary Market Transaction with respect to each of such loans), the BorrowersBorrower Parties' internal costs and expenses and the costs and expenses of the Borrower Parties' counsel). Notwithstanding the foregoing or anything to the contrary contained in this Article X, it is acknowledged and agreed that in no event shall Lender be responsible for payment of any Borrower Party's (or its Affiliate's) internal costs and expenses in connection with any Secondary Market Transaction. Such cooperation shall include without limitation, executing and delivering such reasonable amendments to the Loan Documents and the organizational documents of each the Borrower as Lender or any Interested Party (as defined below) may request, provided however that, no such amendment shall modify (i) the weighted average interest rate payable under the Note (or notes); (ii) the stated maturity date of the Note, (iii) the amortization of the principal amount of the Note, (iv) any other material economic terms of the Obligations, (v) the non-recourse provisions of the Loan or (vi) any provision, the effect of which would increase the Borrowers' Borrower's obligations or decrease the Borrowers' Borrower's rights under the Loan Documents except to a de minimis extent. The Borrower Parties shall not be required to provide additional collateral to effect any such restructuring or Secondary Market Transaction after the Closing Date. The Borrower Parties shall not be required to pay any third party (other than, which with respect to the first successful Securitization and any related Secondary Market Transaction only (or if the Loan shall hereafter be hereafter split into multiple loans, the first successful Securitization and any related Secondary Market Transaction with respect to each of such loans), ) the Borrower Parties' internal costs and expenses and the costs and expenses of the BorrowersBorrower Parties' counsel) costs and expenses incurred by Lender in connection with any such Secondary Market Transaction unless otherwise expressly payable by the Borrower Parties under this Loan Agreement or the other Loan Documents.

COOPERATION; LIMITATIONS. The Borrower Parties shall use all reasonable efforts and cooperate reasonably and in good faith with Lender in effecting any up to three (3) such restructuring or Secondary Market Transactions at Lender's sole cost (other than, with respect to the first successful Securitization and any related Secondary Market Transaction only (or if the Loan shall be hereafter split into multiple loansonly, the first successful Securitization and any related Secondary Market Transaction with respect to each of such loans), the Borrowers' Borrower's internal costs and expenses and the costs and expenses of the Borrower PartiesBorrowers' counsel). Notwithstanding the foregoing or anything to the contrary contained in this Article X, it is acknowledged and agreed that in no event shall Lender be responsible for payment of any Borrower Party's (or its Affiliate's) internal costs and expenses in connection with any Secondary Market Transaction. Such cooperation shall include without limitation, executing and delivering such reasonable amendments to the Loan Documents and the organizational documents of each Borrower as Lender or any Interested Party (as defined below) may request, provided however that, no such amendment shall modify (i) the weighted average interest rate payable under the Note (or notes); (ii) the stated maturity date of the Note, (iii) the amortization of the principal amount of the Note, (iv) any other material economic terms of the Obligations, (v) the non-recourse provisions of the Loan or (vi) any provision, the effect of which would increase the Borrowers' obligations or decrease the Borrowers' rights under the Loan Documents except to a de minimis extent. The Borrower Parties shall not be required to provide additional collateral to effect any such restructuring or Secondary Market Transaction after the Closing Date. The Borrower Parties shall not be required to pay any third party (other than, which with respect to the first successful Securitization and any related Secondary Market Transaction only (or if the Loan shall be hereafter split into multiple loans, the first successful Securitization and any related Secondary Market Transaction with respect to each of such loans)only, the costs and expenses of the Borrowers' counsel) costs and expenses incurred by Lender in connection with any such Secondary Market Transaction unless otherwise expressly payable by the Borrower Parties under this Loan Agreement or the other Loan Documents.

COOPERATION; LIMITATIONS. The Borrower Parties shall use all reasonable efforts and cooperate reasonably and in good faith with Lender in effecting any such restructuring or Secondary Market Transactions at Lender's sole cost (other than, with respect to the first successful Securitization and any related Secondary Market Transaction only (or if the Loan shall be hereafter split into multiple loans, the first successful Securitization and any related Secondary Market Transaction with respect to each of such loans), the Borrowers' internal costs and expenses and the costs and expenses of the Borrower Parties' counsel). Notwithstanding the foregoing or anything to the contrary contained in this Article X, it is acknowledged and agreed that in no event shall Lender be responsible for payment of any Borrower Party's (or its Affiliate's) internal costs and expenses in connection with any Secondary Market Transaction. Such cooperation shall include without limitation, executing and delivering such reasonable amendments to the Loan Documents and the organizational documents of each Borrower as Lender or any Interested Party (as defined below) may request, provided provided, however that, that no such amendment shall modify (iI) the weighted average interest rate payable under the Note (or notes)Loans; (iiII) the stated maturity date of the NoteLoans, or (iii) the amortization of the principal amount of the Note, (ivIII) any other economic or other material economic terms of the ObligationsLoans, (v) including, without limitation, terms and provisions relating to Borrower's ability to request advances, repay, prepay and re-borrow sums under this Agreement as if no Secondary Market Transaction or any other transaction contemplated by or alluded to in this SECTION 9.16 had occurred. Furthermore, in connection with any Secondary Market Transaction or other transaction contemplated by or alluded to in this SECTION 9.16, Lender and Borrower acknowledge and agree that it is the non-recourse provisions full intent of the Loan parties hereto that Borrower shall not incur any additional costs in borrowing funds under this Agreement and obtaining the benefits of the revolving credit facility provided for in this Agreement following a Securitization or other Secondary Market Transaction, except as expressly provided by this Agreement (vi) any provisioni.e., the effect payment of which the Additional Collateral Fee and the Exit Fee, as provided herein). Such cooperation also shall include using best efforts to obtain such certificates and assurances from governmental entities and others as Lender may reasonably request. Further, in the event that, in connection with a Secondary Market Transaction, a Rating Agency informs Lender that Borrower's organizational structure as it presently exists would increase adversely affect the Borrowersrating of the Loans or applicable loan pool, Borrower shall use all reasonable efforts to restructure to the extent necessary to avert such adverse affect, including, if applicable, the addition of an outside director to Borrower. Notwithstanding any other provision of this Agreement, Lender agrees and acknowledges that under no circumstances shall the Parent or the Company be required to take any action or subject itself to any structural modification or other restructuring requested or demanded by Lender, a Rating Agency, or any other Person which, in the reasonable judgment of the Parent, could in any way adversely affect, jeopardize, or alter the Parent's status as a `Real Estate Investment Trust' obligations or decrease the Borrowers' rights under the Loan Documents except to Internal Revenue Code of 1986, as amended' or the Company's status as a de minimis extent`Qualified REIT Subsidiary' thereunder. The Borrower Parties shall not be required to provide additional collateral that was not initially contemplated by the parties to effect any such restructuring or Secondary Market Transaction after the Closing DateTransaction. The Borrower Parties shall not be required to pay bear the cost of any third party (other thanparties hired by Lender, which respect to the first successful Securitization and including any related Rating Agencies, in connection with a Secondary Market Transaction only (or Transaction. Notwithstanding any other provision of this Agreement, Lender shall bear, and promptly pay as if Lender were the Loan shall be hereafter split into multiple loans, the first successful Securitization and any related Secondary Market Transaction primary obligor with respect to each of such loans)to, the costs and expenses any of the Borrowers' counsel) following costs and expenses which may be incurred by Lender Borrower in connection with any such Secondary Market Transaction unless otherwise expressly payable or any other transaction contemplated by or alluded to in this SECTION 9.16: (I) title insurance-related costs or premiums, to the Borrower Parties under this Loan Agreement extent that there has been no material change to the status of title since the Closing Date; (II) due diligence search costs (including, by way of example and not of limitation, litigation, UCC, tax lien, and other similar searches); and (III) filing fees, recording fees, or the other Loan Documentstaxes.

COOPERATION; LIMITATIONS. The (a) Borrower Parties shall use all reasonable efforts and cooperate reasonably and in good faith with Lender Noteholder, at Lessee's expense, in effecting any such restructuring or Secondary Market Transactions at Lender's sole cost (other than, with respect to the first successful Securitization and any related Secondary Market Transaction only (or if the Loan shall be hereafter split into multiple loans, the first successful Securitization and any related Secondary Market Transaction with respect to each of such loans), the Borrowers' internal costs and expenses and the costs and expenses of the Borrower Parties' counsel). Notwithstanding the foregoing or anything to the contrary contained in this Article X, it is acknowledged and agreed that in no event shall Lender be responsible for payment of any Borrower Party's (or its Affiliate's) internal costs and expenses in connection with any Secondary Market Transaction. Such cooperation shall include without limitation, executing and delivering such reasonable amendments to the Loan Transaction Documents and the organizational documents of each Borrower as Lender or any Interested Party (as defined below) Noteholder may request, provided however that, that no such amendment in connection with any Secondary Market Transaction shall diminish the rights or materially increase the obligations of the Borrower Parties or SELCO under the Transaction Documents modify (i) the weighted average interest rate payable under the Note (or notes)the Rent payable under the Master Lease in any material respect; (ii) the stated maturity date of the Note, (iii) the amortization of the principal amount of the Note, (iv) any other material economic terms of the ObligationsLoan Obligations or the Master Lease (including, (vwithout limitation, any modification described in Section 2.10(f) the non-recourse provisions of the Loan or Trust Agreement)(any such modification described in the foregoing clauses (vi) i)-(iv), a "MATERIAL MODIFICATION"). Such cooperation also shall include Lessee's using best efforts to obtain such certificates and assurances from governmental entities and others as Noteholder may request. In addition to their obligations under Section 9.2 hereof and subject to the limitations thereof, Lessee shall pay for any provision, the effect of which would increase the Borrowers' obligations or decrease the Borrowers' rights under the Loan Documents except to item that is requested by Noteholder in connection with a de minimis extent. The Borrower Parties shall not be required to provide additional collateral to effect any such restructuring or Secondary Market Transaction after that was a -92- 93 requirement for the Closing Date. The Borrower Parties shall not be required to pay closing of Loan, but which was waived in connection with such closing. (b) Without limiting the foregoing, in the event that any third party (other than, which respect to the first successful Securitization and any related Secondary Market Transaction only (amendment or if the Loan shall be hereafter split into multiple loans, the first successful Securitization and any related Secondary Market Transaction with respect to each of such loans), the costs and expenses modification of the Borrowers' counsel) costs and expenses incurred by Lender Transaction Documents in connection with any such Secondary Market Transaction unless otherwise expressly payable by does not constitute a Material Modification but in the Borrower Parties under this Loan Agreement reasonable opinion of an Approved Accountant would result in a loss of Guarantor's "synthetic lease" treatment of the Master Lease for financial accounting purposes (a "MATERIAL ACCOUNTING CHANGE"), notwithstanding anything to the contrary contained herein, in the Note or the other Loan Documents, Lessee shall have the option (the "NOTE PURCHASE OPTION") to purchase the Note for a purchase price (the "NOTE PURCHASE PRICE") equal to the Purchase Percentage (defined below) of the principal outstanding under the Note, together with all accrued and unpaid interest thereon and any other Loan Obligations then outstanding (other than any Prepayment Consideration otherwise due under the Note). Lessee may elect to exercise the Note Purchase Option by delivery of written notice of such election to Noteholder within five (5) Business Days after Noteholder's request for the proposed modification of the Transaction Documents giving rise to such Material Accounting Change (which request is accompanied by a description of the principal terms of the proposed amendment) together with (i) the sum of five percent (5%) of the then outstanding principal amount of the Loan (the "INITIAL Deposit") by wire transfer to Noteholder of immediately available federal funds in accordance with Noteholder's instructions and (ii) a letter from an Approved Accountant or other evidence reasonably acceptable to Noteholder that such proposed modification would result in a Material Accounting Change. Provided that no Event of Default shall have occurred and be continuing as of the date of Lessee's exercise of the Note Purchase Option or as of the date of purchase of the Note and Lessee timely exercises the Note Purchase Option in accordance with the foregoing conditions, Lessee shall have the right pursuant to the Note Purchase Option to purchase the Note upon payment to Noteholder of the Note Purchase Price (net of the Deposit), by wire transfer in accordance with Noteholder's instructions, on or before the date (the "NOTE PURCHASE DATE") which is ninety (90) days after the date of Noteholder's request for the proposed modification of the Transaction Documents. Lessee may extend the Note Purchase Date for an additional ninety (90) days (the "OUTSIDE NOTE PURCHASE DATE") by delivery to Noteholder of notice thereof together with amount equal to an additional five percent (5%) of the then outstanding principal amount of the Loan (the "ADDITIONAL DEPOSIT"; together with the Initial Deposit, the "DEPOSIT") before the Note Purchase Date. If Lessee fails to extend the Note Purchase Option and does not consummate the purchase of the Note in accordance with the foregoing, on or before the Note Purchase Date, or having so extended the Note Purchase Option fails to consummate the purchase of the Note on or before the Outside Note Purchase Date, the Note Purchase Option shall be void and of no further force or effect whatsoever, Noteholder shall be entitled to retain the Deposit as liquidated damages for Lessee's failure to purchase the Note and Lessee shall be required to execute and deliver the proposed modifications to the Transaction Documents notwithstanding such Material Accounting Change. For purposes of the foregoing, the Purchase Percentage shall be equal to, as of any date of determination, a price, expressed as a percentage of par, at which Noteholder carries the Loan on its regularly maintained internal position sheets (and Noteholder shall provide Lessee upon request copies of relevant excerpts from its position sheets), adjusted to take into account any hedge profits and losses that would be incurred by Noteholder upon the simultaneous unwinding of any hedging arrangements entered into by Noteholder with respect to its rights under the Loan.