Common use of Cooperation Clause in Contracts

Cooperation. If requested by Lender, Borrower shall, assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, including, without limitation, to: (i) (A) provide updated financial and other information with respect to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XII.

Cooperation. If requested Guarantor acknowledges that Lender and its successors and assigns may (i) sell this Guaranty, the Note and other Loan Documents to one or more investors as a whole loan, (ii) participate the Loan secured by Lenderthis Guaranty to one or more investors, Borrower shall(iii) deposit this Guaranty, assist the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, or (iv) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses (i) through (iv) are hereinafter each referred to as “Secondary Market Transaction”). Guarantor shall cooperate with Lender in satisfying the market standards effecting any such Secondary Market Transaction and shall cooperate to which implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor shall provide such information and documents relating to Guarantor as Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies request in connection with any such Secondary Market TransactionsTransaction. In addition, includingGuarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), without limitationRating Agencies, to: (i) (A) provide updated financial accounting firms, law firms and other information third-party advisory firms involved with respect to the Properties, the business operated at the Properties, Borrower Loan and the Property Manager, (B) provide updated budgets relating to Loan Documents or the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of applicable Secondary Market Transaction. It is understood that the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable provided by Guarantor to Lender and may ultimately be incorporated into the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of offering documents for the Secondary Market Transaction (and thus various investors may also see some or all of the "SECONDARY MARKET CLOSING DATE")information. Lender and all of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied by, representations and warranties made or on behalf of, Guarantor in the Loan Documents and such additional representations and warranties form as provided by Guarantor. Lender may publicize the Rating Agencies may reasonably require; (v) execute amendments to existence of the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify in connection with its marketing for a Secondary Market Transaction or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization otherwise as part of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIits business development.

Cooperation. If requested At the request of the holder of the Note and, to the extent not already required to be provided by LenderBorrower under this Agreement, Borrower shall, assist Lender and Borrower Principal shall use reasonable efforts to provide information not in satisfying the possession of the holder of the Note in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactionssuch sales or transfers, including, without limitation, to: (i) (Aa) provide updated financial financial, budget and other information with respect to the PropertiesProperty, the business operated at the PropertiesBorrower, Borrower Principal, Sponsor and the Property Manager, (B) Manager and provide updated budgets relating modifications and/or updates to the Properties and (C) provide updated appraisals, market studies, environmental reviews and reports (Phase I's I reports and, if appropriate, Phase II'sII reports) and engineering reports of the Property obtained in connection with the making of the Loan (all of the foregoing being referred to as the “Provided Information”), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification and/or consents of such updated information the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (iib) provide access and entry make changes to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser organizational documents of the Loan Borrower as may be reasonably requested by Lender or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender)Agencies; (iiic) use best efforts at Borrower’s expense and if requested by Lender or the Rating Agencies, cause counsel to provide opinions of counsel, render or update existing opinion letters as to enforceability and non-consolidation which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by holder of the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender Note and the Rating Agencies; (iv) provide updated, which shall be dated as of the closing date of the Secondary Market Transaction Securitization; (d) provided Lender gives at least 2 days advance notice and agrees to use reasonable efforts to minimize interference with any tenants, permit site inspections, appraisals, market studies and other due diligence investigations of the "SECONDARY MARKET CLOSING DATE")Property, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization; (e) re-make the representations and warranties with respect to the Property, Borrower, Borrower Principal and the Loan Documents as are made in the Loan Documents and and, subject to such additional knowledge or diligence qualifiers as may be necessary, such other representations and warranties as may be reasonably requested by the holder of the Note or the Rating Agencies may reasonably require(which representations and warranties shall be consistent with, and no broader than representations and warranties in the Loan Documents; (vf) execute such amendments to the Loan Documents and Borrower's organizational documents as may be reasonably requested by Lenderthe holder of the Note or the Rating Agencies to effect the Securitization including, without limitation, bifurcation of the Loan into two or more components and/or separate notes and/or creating a senior/subordinate note structure; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (Ai) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the NoteNote (except in connection with a bifurcation of the Loan 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 as of the Closing Date), or (Bii) in the reasonable judgment of Borrower, modify or amend any other material economic term of the Loan, or (iii) in the reasonable judgment of Borrower, materially increase Borrower’s obligations and liabilities, or materially decrease Borrower’s rights, under the Loan Documents. (g) deliver to Lender and/or any Rating Agency, (i) one or more certificates executed by an officer of the Borrower certifying as to the accuracy, as of the closing date of the Securitization, of all representations made by Borrower in the Loan Documents as of the Closing Date in all relevant jurisdictions or, if such representations are no longer accurate, certifying as to what modifications to the representations would be required to make such representations accurate as of the closing date of the Securitization, and (ii) certificates of the relevant Governmental Authorities in all relevant jurisdictions indicating the good standing and qualification of Borrower as of the date of the closing date of the Securitization; (vih) provide any additional financial statements have reasonably appropriate personnel participate in a bank meeting and/or presentation for the Rating Agencies or other information as may be required to satisfy all requirements of the Securities Act (defined below)Investors; and (viii) transfer ownership cooperate with and assist Lender in obtaining ratings of Properties to newly formed single-purpose entities acceptable to Lender and the Securities from two (2) or more of the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for pay all costs and expenses associated incurred by Borrower in connection with the compliance of Borrower and, if applicable, Borrower Principal, with requests made under this ARTICLE XIISection 13.4, including, without limitation, any additional costs and expenses payable in connection with the substitution of an acceptable insurer pursuant to Section 8.1 hereof; provided, however, that (i) Borrower’s and Borrower Principal’s aggregate fees and expenses are capped at $10,000 and (ii) Borrower shall not be responsible for the payment of any costs or expenses incurred by or on behalf of Lender, or any Rating Agency fees, in connection with a Securitization. Following a Securitization, in the event that Borrower requests any consent or approval hereunder and the provisions of this Agreement or any Loan Documents require the receipt of written confirmation from each Rating Agency with respect to the rating on the Securities, or, in accordance with the terms of the transaction documents relating to a Securitization, such a rating confirmation is required in order for the consent of Lender to be given, Borrower shall pay all of the costs and expenses of Lender, Lender’s servicer and each Rating Agency in connection therewith, and, if applicable, shall pay any fees imposed by any Rating Agency as a condition to the delivery of such confirmation.

Cooperation. If requested Guarantor acknowledges that Lender and its successors and assigns may in accordance with the terms of the Loan Agreement (i) sell this Guaranty, the Note and other Loan Documents to one or more investors as a whole loan, (ii) participate the Loan secured by Lenderthis Guaranty to one or more investors, Borrower shall(iii) deposit this Guaranty, assist the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, or (iv) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses (i) through (iv) are hereinafter each referred to as "Secondary Market Transaction"). Guarantor shall reasonably cooperate with Lender in satisfying effecting any such Secondary Market Transaction and shall reasonably cooperate to implement all requirements imposed by any Rating Agency involved in any Secondary Market Transaction. Guarantor shall provide such reasonable information and documents relating to Guarantor, Borrower, the market standards to which Property and any tenants of the Improvements as Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies request in connection with any such Secondary Market TransactionsTransaction. In addition, includingGuarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms, without limitationRating Agencies, to: (i) (A) provide updated financial accounting firms, law firms and other information third-party advisory firms involved with respect to the Properties, the business operated at the Properties, Borrower Loan and the Property Manager, (B) provide updated budgets relating to Loan Documents or the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of applicable Secondary Market Transaction. It is understood that the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable provided by Guarantor to Lender and may ultimately be incorporated into the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of offering documents for the Secondary Market Transaction (and thus various investors may also see some or all of the "SECONDARY MARKET CLOSING DATE")information. Lender and all of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied by, representations and warranties made or on behalf of, Guarantor in the Loan Documents and such additional representations and warranties form as provided by Guarantor. Lender may publicize the Rating Agencies may reasonably require; (v) execute amendments to existence of the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business development. Lender shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change pay the interest rate, costs incurred in connection with the stated maturity or Secondary Market Transaction in accordance with the amortization provisions of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term Section 9.1 of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIILoan Agreement.

Cooperation. If requested Guarantor acknowledges that Lender and its successors and assigns may (i) sell this Guaranty, the Note and other Loan Documents to one or more investors as a whole loan, (ii) participate the Loan secured by Lenderthis Guaranty to one or more investors, Borrower shall(iii) deposit this Guaranty, assist the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, or (iv) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses (i) through (iv) are hereinafter each referred to as “Secondary Market Transaction”). Guarantor shall cooperate with Lender in satisfying the market standards effecting any such Secondary Market Transaction and shall cooperate to which implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor shall provide such information and documents relating to Guarantor as Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies request in connection with any such Secondary Market TransactionsTransaction. In addition, includingGuarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), without limitationRating Agencies, to: (i) (A) provide updated financial accounting firms, law firms and other information third-party advisory firms involved with respect to the Properties, the business operated at the Properties, Borrower Loan and the Property Manager, (B) provide updated budgets relating to Loan Documents or the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of applicable Secondary Market Transaction. It is understood that the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable provided by Guarantor to Lender and may ultimately be incorporated into the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of offering documents for the Secondary Market Transaction (and thus various investors may also see some or all of the "SECONDARY MARKET CLOSING DATE")information. Lender and all of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied by, representations and warranties made or on behalf of, Guarantor in the Loan Documents and such additional representations and warranties form as provided by Guarantor. Lender may publicize the Rating Agencies may reasonably require; (v) execute amendments to existence of the Loan Documents in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business development. All reasonable third party costs and Borrower's organizational documents reasonably requested expenses incurred by Lender, Guarantor in connection with Guarantor complying with requests made under this Section 5.14 shall be paid by Guarantor; provided, however, that Borrower shall not be required to modify or amend any Loan Document if so long as no Event of Default has occurred and is continuing, all such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all reasonable third party costs and expenses associated incurred by Guarantor in connection with Guarantor’s complying with requests made under this ARTICLE XIISection 5.14 shall be paid by Lender.

Cooperation. If requested Subject to the terms of Section 13.8 hereof, at the request of the holder of the Note and, to the extent not already required to be provided by LenderBorrower under this Agreement, Borrower shall, assist Lender shall use reasonable efforts to provide information not in satisfying the possession of the holder of the Note in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market TransactionsSecuritization, including, without limitation, to: (i) (Aa) provide updated financial financial, budget and other information with respect to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) Guarantor and provide updated budgets relating modifications and/or updates to the Properties and (C) provide updated appraisals, market studies, environmental reviews and reports (Phase I's I reports and, if appropriate, Phase II's), property condition II reports, ALTA/ACSM, surveys ) and other due diligence investigations engineering reports of the Properties obtained in connection with the making of the Loan (all of the foregoing being referred to as the “Provided Information”), together, if customary, with appropriate verification and/or consents of such updated information the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (iib) provide access and entry make changes to the Properties during normal business hours and upon prior notice to Lenderspecial purpose entity provisions of the organizational documents of Borrower, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender)SPE Component Entity and their respective principals; (iiic) use best efforts cause counsel to provide opinions of counselrender or update existing opinion letters as to enforceability and non-consolidation, and a 10b-5 comfort letter, which may be relied upon by Lenderthe holder of the Note, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, dated as of the closing date of the Secondary Market Transaction Securitization; (d) permit site inspections, appraisals, market studies and other due diligence investigations of the "SECONDARY MARKET CLOSING DATE")Properties, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization; (e) make the representations and warranties with respect to the Properties, Borrower, Guarantor and the Loan Documents as are made in the Loan Documents and such additional other representations and warranties as may be reasonably requested by the holder of the Note or the Rating Agencies may reasonably requireAgencies; (vf) execute such amendments to the Loan Documents and Borrower's organizational documents reasonably as may be requested by Lenderthe holder of the Note or the Rating Agencies or otherwise to effect the Securitization including, without limitation, bifurcation of the Loan into two or more components and/or separate notes and/or creating a pari passu or senior/subordinate note structure (a “Loan Bifurcation”); provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (Ai) change the interest rate, the stated maturity maturity, the aggregate principal balance of the Loan or the amortization of principal as set forth herein or in the Note, except in connection with a Loan Bifurcation which may result in varying fixed interest rates, principal balances and amortization schedules on the components/notes, but which components shall have the same weighted average interest rate as the original Note prior to the Loan Bifurcation as well as the same aggregate principal balance and weighted amortization schedule except following an Event of Default or following any prepayment (Bwhether resulting from the application of Net Proceeds after a Casualty or Condemnation or otherwise) of any portion of the principal amount of the Loan, (ii) modify or amend any other material economic term of the Loan, or (iii) otherwise increase the obligations or decrease the rights of Borrower under the Loan Documents; (vig) provide deliver to Lender and/or any additional financial statements Rating Agency, (i) one or other information more certificates executed by an officer of Borrower certifying as may to the accuracy, as of the closing date of the Securitization, of all representations made by Borrower in the Loan Documents as of the Closing Date in all relevant jurisdictions or, if such representations are no longer accurate, certifying as to what modifications to the representations would be required to satisfy make such representations accurate as of the closing date of the Securitization, and (ii) certificates of the relevant Governmental Authorities in all requirements relevant jurisdictions indicating the good standing and qualification of Borrower as of the date of the closing date of the Securitization; (h) have reasonably appropriate personnel participate in a bank meeting and/or presentation for the Rating Agencies or Investors; (i) cooperate with and assist Lender in obtaining ratings of the Securities Act from two (defined below)2) or more of the Rating Agencies; (j) supply to Lender such documentation, financial statements and reports in form and substance required for Lender to comply with Regulations S-X and AB of the federal securities laws, if applicable; and (viik) transfer ownership upon Lender’s modification of Properties the Selected Day pursuant to newly formed single-purpose entities acceptable the terms of Section 2.4(e) above, Borrower shall promptly deliver to Lender such modifications to the Interest Rate Cap Agreement and the Rating Agencies. Except Collateral Assignment of Interest Rate Cap reasonably required by Lender as expressly set forth result of such designation Other than cost and expenses of attorneys, accountants and other professionals engaged by Borrower or its Affiliates, Borrower shall not be obligated to incur any material cost or expense in connection with complying with requests made under this Section 12.1.113.4; provided, or as may otherwise be agreed upon by however, any modifications and/or updates to the Borrower appraisals, market studies, environmental reviews and reports (Phase I reports and, if appropriate, Phase II reports) and engineering reports of the Properties obtained in writing, Lender connection with the making of the Loan shall be responsible for all costs at Lender’s cost and expenses associated with this ARTICLE XIIexpense.

Cooperation. If requested Subject to the terms of Section 13.8 hereof, at the request of the holder of the Note and, to the extent not already required to be provided by LenderBorrower under this Agreement, Borrower shall, assist Lender and shall cause Mortgage Borrower to, use reasonable efforts to provide information not in satisfying the possession of the holder of the Note in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market TransactionsSecuritization, including, without limitation, to: (i) (Aa) provide updated financial financial, budget and other information with respect to the PropertiesCollateral, the business operated at the Properties, Borrower, Mortgage Borrower, Junior Mezzanine Borrower and the Property Manager, (B) Guarantor and provide updated budgets relating modifications and/or updates to the Properties and (C) provide updated appraisals, market studies, environmental reviews and reports (Phase I's I reports and, if appropriate, Phase II's), property condition II reports, ALTA/ACSM, surveys ) and other due diligence investigations engineering reports of the Properties obtained in connection with the making of the Loan (all of the foregoing being referred to as the “Provided Information”), together, if customary, with appropriate verification and/or consents of such updated information the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (iib) provide access and entry make changes to the Properties during normal business hours and upon prior notice to Lenderspecial purpose entity provisions of the organizational documents of Borrower, Mortgage Borrower, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender)SPE Component Entity and their respective principals; (iiic) use best efforts cause counsel to provide opinions of counselrender or update existing opinion letters as to enforceability and non-consolidation, and a 10b-5 comfort letter, which may be relied upon by Lenderthe holder of the Note, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, dated as of the closing date of the Secondary Market Transaction Securitization; (d) permit site inspections, appraisals, market studies and other due diligence investigations of the "SECONDARY MARKET CLOSING DATE")Properties, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization; (e) make the representations and warranties with respect to the Properties, the Collateral, Borrower, Mortgage Borrower, Guarantor and the Loan Documents as are made in the Loan Documents and such additional other representations and warranties as may be reasonably requested by the holder of the Note or the Rating Agencies may reasonably requireAgencies; (vf) execute such amendments to the Loan Documents and Borrower's organizational documents reasonably as may be requested by Lenderthe holder of the Note or the Rating Agencies or otherwise to effect the Securitization including, without limitation, bifurcation of the Loan into two or more components and/or separate notes and/or creating a pari passu or senior/subordinate note structure (a “Loan Bifurcation”); provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (Ai) change the interest rate, the stated maturity maturity, the aggregate principal balance of the Loan or the amortization of principal as set forth herein or in the Note, except in connection with a Loan Bifurcation which may result in varying fixed interest rates, principal balances and amortization schedules on the components/notes, but which components shall have the same weighted average interest rate as the original Note prior to the Loan Bifurcation as well as the same aggregate principal balance and weighted amortization schedule except following an Event of Default or following any prepayment (Bwhether resulting from the application of Net Proceeds after a Casualty or Condemnation or otherwise) of any portion of the principal amount of the Loan, (ii) modify or amend any other material economic term of the Loan, or (iii) otherwise increase the obligations or decrease the rights of Borrower under the Loan Documents; (vig) provide deliver to Lender and/or any additional financial statements Rating Agency, (i) one or other information more certificates executed by an officer of Borrower certifying as may to the accuracy, as of the closing date of the Securitization, of all representations made by Borrower in the Loan Documents as of the Closing Date in all relevant jurisdictions or, if such representations are no longer accurate, certifying as to what modifications to the representations would be required to satisfy make such representations accurate as of the closing date of the Securitization, and (ii) certificates of the relevant Governmental Authorities in all requirements relevant jurisdictions indicating the good standing and qualification of Borrower as of the date of the closing date of the Securitization; (h) have reasonably appropriate personnel participate in a bank meeting and/or presentation for the Rating Agencies or Investors; (i) cooperate with and assist Lender in obtaining ratings of the Securities Act from two (defined below)2) or more of the Rating Agencies; (j) supply to Lender such documentation, financial statements and reports in form and substance required for Lender to comply with Regulations S-X and AB of the federal securities laws, if applicable; and (viik) transfer ownership upon Lender’s modification of Properties the Selected Day pursuant to newly formed single-purpose entities acceptable the terms of Section 2.4(e) above, Borrower shall promptly deliver to Lender such modifications to the Interest Rate Cap Agreement and the Rating Agencies. Except Collateral Assignment of Interest Rate Cap reasonably required by Lender as expressly set forth result of such designation Other than cost and expenses of attorneys, accountants and other professionals engaged by Borrower or its Affiliates, Borrower shall not be obligated to incur any material cost or expense in connection with complying with requests made under this Section 12.1.113.4; provided, or as may otherwise be agreed upon by however, any modifications and/or updates to the Borrower appraisals, market studies, environmental reviews and reports (Phase I reports and, if appropriate, Phase II reports) and engineering reports of the Properties obtained in writing, Lender connection with the making of the Loan shall be responsible for all costs at Lender’s cost and expenses associated with this ARTICLE XIIexpense.

Cooperation. If requested Subject to the terms of Section 13.8 hereof, at the request of the holder of the Note and, to the extent not already required to be provided by LenderBorrower under this Agreement, Borrower shall, assist Lender and shall cause Senior Mezzanine Borrower to cause Mortgage Borrower to, use reasonable efforts to provide information not in satisfying the possession of the holder of the Note in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market TransactionsSecuritization, including, without limitation, to: (i) (Aa) provide updated financial financial, budget and other information with respect to the PropertiesCollateral, the business operated at the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower and the Property Manager, (B) Guarantor and provide updated budgets relating modifications and/or updates to the Properties and (C) provide updated appraisals, market studies, environmental reviews and reports (Phase I's I reports and, if appropriate, Phase II's), property condition II reports, ALTA/ACSM, surveys ) and other due diligence investigations engineering reports of the Properties obtained in connection with the making of the Loan (all of the foregoing being referred to as the “Provided Information”), together, if customary, with appropriate verification and/or consents of such updated information the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (iib) provide access and entry make changes to the Properties during normal business hours and upon prior notice to Lenderspecial purpose entity provisions of the organizational documents of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender)SPE Component Entity and their respective principals; (iiic) use best efforts cause counsel to provide opinions of counselrender or update existing opinion letters as to enforceability and non consolidation, and a 10b 5 comfort letter, which may be relied upon by Lenderthe holder of the Note, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, dated as of the closing date of the Secondary Market Transaction Securitization; (d) permit site inspections, appraisals, market studies and other due diligence investigations of the "SECONDARY MARKET CLOSING DATE")Properties, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization; (e) make the representations and warranties with respect to the Properties, the Collateral, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Guarantor and the Loan Documents as are made in the Loan Documents and such additional other representations and warranties as may be reasonably requested by the holder of the Note or the Rating Agencies may reasonably requireAgencies; (vf) execute such amendments to the Loan Documents and Borrower's organizational documents reasonably as may be requested by Lenderthe holder of the Note or the Rating Agencies or otherwise to effect the Securitization including, without limitation, bifurcation of the Loan into two or more components and/or separate notes and/or creating a pari passu or senior/subordinate note structure (a “Loan Bifurcation”); provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (Ai) change the interest rate, the stated maturity maturity, the aggregate principal balance of the Loan or the amortization of principal as set forth herein or in the Note, except in connection with a Loan Bifurcation which may result in varying fixed interest rates, principal balances and amortization schedules on the components/notes, but which components shall have the same weighted average interest rate as the original Note prior to the Loan Bifurcation as well as the same aggregate principal balance and weighted amortization schedule except following an Event of Default or following any prepayment (Bwhether resulting from the application of Net Proceeds after a Casualty or Condemnation or otherwise) of any portion of the principal amount of the Loan, (ii) modify or amend any other material economic term of the Loan, or (iii) otherwise increase the obligations or decrease the rights of Borrower under the Loan Documents; (vig) provide deliver to Lender and/or any additional financial statements Rating Agency, (i) one or other information more certificates executed by an officer of Borrower certifying as may to the accuracy, as of the closing date of the Securitization, of all representations made by Borrower in the Loan Documents as of the Closing Date in all relevant jurisdictions or, if such representations are no longer accurate, certifying as to what modifications to the representations would be required to satisfy make such representations accurate as of the closing date of the Securitization, and (ii) certificates of the relevant Governmental Authorities in all requirements relevant jurisdictions indicating the good standing and qualification of Borrower as of the date of the closing date of the Securitization; (h) have reasonably appropriate personnel participate in a bank meeting and/or presentation for the Rating Agencies or Investors; (i) cooperate with and assist Lender in obtaining ratings of the Securities Act from two (defined below)2) or more of the Rating Agencies; (j) supply to Lender such documentation, financial statements and reports in form and substance required for Lender to comply with Regulations S X and AB of the federal securities laws, if applicable; and (viik) transfer ownership upon Lender’s modification of Properties the Selected Day pursuant to newly formed single-purpose entities acceptable the terms of Section 2.4(e) above, Borrower shall promptly deliver to Lender such modifications to the Interest Rate Cap Agreement and the Rating Agencies. Except Collateral Assignment of Interest Rate Cap reasonably required by Lender as expressly set forth result of such designation Other than cost and expenses of attorneys, accountants and other professionals engaged by Borrower or its Affiliates, Borrower shall not be obligated to incur any material cost or expense in connection with complying with requests made under this Section 12.1.113.4; provided, or as may otherwise be agreed upon by however, any modifications and/or updates to the Borrower appraisals, market studies, environmental reviews and reports (Phase I reports and, if appropriate, Phase II reports) and engineering reports of the Properties obtained in writing, Lender connection with the making of the Loan shall be responsible for all costs at Lender’s cost and expenses associated with this ARTICLE XIIexpense.

Cooperation. If requested by Lender, Borrower shall, The Owner Participant will cooperate with and assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies Facility Lessee in connection with any Secondary Market Transactionsrefinancing and/or assumption of the Lease Debt, includingso long as such refinancing and/or assumption of the Lease Debt is in accordance with the terms of the Operative Documents and the FILOT Lease. The Owner Participant will execute such agreements and documents as may be necessary with respect to any such refinancing and will instruct the Owner Lessor to act accordingly. CERTAIN ADJUSTMENTS TO PERIODIC RENT, TERMINATION VALUE AND OTHER AMOUNTS Prior to or on the Closing Date, Periodic Rent, Termination Value, Allocated Rent, Proportional Rent, Lessor 467 Loan Principal Balance, Lessee 467 Loan Principal Balance, Lessor 467 Loan Interest and Lessee 467 Loan Interest shall be adjusted, either upward or downward, in accordance with the Facility Lease: at the request of the Facility Lessee, and at the Facility Lessee's option, to re-optimize the Lease Debt to the extent permitted by the Collateral Trust Indenture; provided such re-optimization shall not result in a change to average life by more than six (6) months; at the request of the Facility Lessee or the Owner Participant, to reflect any changes in the Pricing Assumptions, including without limitation, to: (x) the initial interest rate on any of the Lessor Notes which is different from the applicable interest rate set forth in the Pricing Assumptions, (y) an increase in the Transaction Costs from the amount assumed in the Pricing Assumptions, unless the Facility Lessee has elected to pay such increase, and (z) a Closing Date other than the Scheduled Closing Date; and at the request of the Facility Lessee or the Owner Participant to reflect any enactment, promulgation, release or adoption of, amendment to or change in the Code, Treasury Regulations, Revenue Rulings or Revenue Procedures ("Tax Law Change") enacted prior to the Closing; provided that if any adjustment required by this paragraph (a) would result in (i) the Facility Lease not qualifying as an operating lease for the Facility Lessee under FASB 13 or FASB 98, or (ii) the aggregate of all rent adjustments made on or before, or contemplated to be made on, the Closing Date (other than adjustments to reflect a change in Transaction Costs or the actual interest rate of the Certificates) shall cause either (x) the after-tax net present value of Basic Rent discounted at 6% to increase by more than 100 basis points or (y) the total Basic Rent to increase by more than 2%, then in either such case, the Facility Lessee shall not be obligated to close the Overall Transaction. Any adjustments pursuant to Section 3.4 of the Facility Lease shall comply with Applicable Law (including any final or proposed Treasury Regulations issued under Section 467 of the Code) as well as the requirements of Revenue Procedure 2001-28 and Sections 4.02(5), 4.07(1) and 4.07(2) of Revenue Procedure 2001-29 in a manner such that amending the Facility Lease complies with the "safe harbors" under such Treasury Regulations or otherwise does not cause the Facility Lease to be a "disqualified leaseback or long-term agreement" within the meaning of Section 467 of the Code and any Treasury Regulations issued thereunder, in each case, to the extent of such compliance on the Closing Date. After the Closing Date, Periodic Rent, Termination Value, Allocated Rent, Proportional Rent, Lessor 467 Loan Principal Balance, Lessee 467 Loan Principal Balance, Lessor 467 Loan Interest and Lessee 467 Loan Interest shall be adjusted at the request of the Facility Lessee or the Owner Participant in accordance with the terms of the Facility Lease to which it is a party. Any adjustment pursuant to this Section 12 shall be calculated (A) provide updated financial to preserve the Owner Participant's Net Economic Return through the Basic Lease Term and other information with respect to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and extent consistent with (CA) provide updated appraisalsabove, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of to maintain operating lease treatment for the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, Facility Lessee; provided, however, that Borrower to the extent consistent with preserving the Owner Participant's Net Economic Return, all adjustments shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change at the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term option of the Loan; Facility Lessee be calculated to (vix) provide any additional financial statements or other information minimize the average annual Basic Rent over the Basic Lease Term and the Lessor Put Renewal Lease Term for the Facility Lessee's GAAP accounting purposes and/or (y) minimize the present value to the Facility Lessee of Basic Rent; and provided, further, that no such adjustment shall require the Owner Participant to record a loss as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender date such adjustment is made. Adjustments will be computed by the Owner Participant based upon the Pricing Assumptions and the Rating AgenciesTax Assumptions originally used to calculate the Periodic Rent, Termination Value, Allocated Rent, Proportional Rent, Lessor 467 Loan Principal Balance, Lessee 467 Loan Principal Balance, Lessor 467 Loan Interest and Lessee 467 Loan Interest. Except Adjustments made pursuant to this Section 12 shall be subject to verification as expressly set forth provided in Section 12.1.1, or as may otherwise be agreed upon by 3.4 of the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIFacility Lease.

Cooperation. If requested by Lender, Borrower shall, The Owner Participant will cooperate with and assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies Facility Lessee in connection with any Secondary Market Transactionsrefinancing and/or assumption of the Lease Debt, includingso long as such refinancing and/or assumption of the Lease Debt is in accordance with the terms of the Operative Documents. The Owner Participant will execute such agreements and documents as may be necessary with respect to any such refinancing and will instruct the Owner Lessor to act accordingly. CERTAIN ADJUSTMENTS TO PERIODIC RENT, TERMINATION VALUE AND OTHER AMOUNTS Prior to or on the Closing Date, Periodic Rent, Termination Value, Allocated Rent, Proportional Rent, Lessor 467 Loan Principal Balance, Lessee 467 Loan Principal Balance, Lessor 467 Loan Interest and Lessee 467 Loan Interest shall be adjusted, either upward or downward, in accordance with the Facility Lease: at the request of the Facility Lessee, and at the Facility Lessee's option, to re-optimize the Lease Debt; provided such re-optimization shall not result in a change to average life by more than six (6) months; at the request of the Facility Lessee or the Owner Participant, to reflect any changes in the Pricing Assumptions, including without limitation, to: (x) the initial interest rate on any of the Lessor Notes which is different from the applicable interest rate set forth in the Pricing Assumptions, (y) an increase in the Transaction Costs from the amount assumed in the Pricing Assumptions, unless the Facility Lessee has elected to pay such increase, and (z) a Closing Date other than the Scheduled Closing Date; and at the request of the Facility Lessee or the Owner Participant to reflect any enactment, promulgation, release or adoption of, amendment to or change in the Code, Treasury Regulations, Revenue Rulings or Revenue Procedures ("Tax Law Change") enacted prior to the Closing; provided that if any adjustment required by this paragraph (a) would result in (i) the Facility Lease not qualifying as an operating lease for the Facility Lessee under FASB 13 or FASB 98, or (ii) the aggregate of all rent adjustments made on or before, or contemplated to be made on, the Closing Date (other than adjustments to reflect a change in Transaction Costs or the actual interest rate of the Certificates) shall cause either (x) the after-tax net present value of Basic Rent discounted at 6% to increase by more than 100 basis points or (y) the total Basic Rent to increase by more than 2%, then in either such case, the Facility Lessee shall not be obligated to close the Overall Transaction. Any adjustments pursuant to Section 3.4 of the Facility Lease shall comply with Applicable Law (including any final or proposed Treasury Regulations issued under Section 467 of the Code) as well as the requirements of Revenue Procedure 2001-28 and Sections 4.02(5), 4.07(1) and 4.07(2) of Revenue Procedure 2001-29 in a manner such that amending the Facility Lease complies with the "safe harbors" under such Treasury Regulations or otherwise does not cause the Facility Lease to be a "disqualified leaseback or long-term agreement" within the meaning of Section 467 of the Code and any Treasury Regulations issued thereunder, in each case, to the extent of such compliance on the Closing Date. After the Closing Date, Periodic Rent, Termination Value, Allocated Rent, Proportional Rent, Lessor 467 Loan Principal Balance, Lessee 467 Loan Principal Balance, Lessor 467 Loan Interest and Lessee 467 Loan Interest shall be adjusted at the request of the Facility Lessee or the Owner Participant in accordance with the terms of the Facility Lease to which it is a party. Any adjustment pursuant to this Section 12 shall be calculated (A) provide updated financial to preserve the Owner Participant's Net Economic Return through the Basic Lease Term and other information with respect to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and extent consistent with (CA) provide updated appraisalsabove, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of to maintain operating lease treatment for the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, Facility Lessee; provided, however, that Borrower to the extent consistent with preserving the Owner Participant's Net Economic Return, all adjustments shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change at the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term option of the Loan; Facility Lessee be calculated to (vix) provide any additional financial statements or other information minimize the average annual Basic Rent over the Basic Lease Term and the Lessor Put Renewal Lease Term for the Facility Lessee's GAAP accounting purposes and/or (y) minimize the present value to the Facility Lessee of Basic Rent; and provided, further, that no such adjustment shall require the Owner Participant to record a loss as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender date such adjustment is made. Adjustments will be computed by the Owner Participant based upon the Pricing Assumptions and the Rating AgenciesTax Assumptions originally used to calculate the Periodic Rent, Termination Value, Allocated Rent, Proportional Rent, Lessor 467 Loan Principal Balance, Lessee 467 Loan Principal Balance, Lessor 467 Loan Interest and Lessee 467 Loan Interest. Except Adjustments made pursuant to this Section 12 shall be subject to verification as expressly set forth provided in Section 12.1.1, or as may otherwise be agreed upon by 3.4 of the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIFacility Lease.

Cooperation. If (a) Parent and the SpinCo Entities shall cooperate fully at such time and to the extent reasonably requested by Lenderthe other party in connection with the preparation and filing of any Tax Return or the conduct of any Tax Controversy concerning any issues or any other matter contemplated hereunder. Such cooperation shall include, Borrower shallwithout limitation, assist Lender (i) the retention and provision on demand of books, records, documentation or other information relating to any Tax Return until the later of (x) the expiration of the applicable federal or state statute of limitation (giving effect to any extension, waiver, or mitigation thereof) and (y) in satisfying the market standards event any claim has been made under this Agreement for which such information is relevant, until a Final Determination with respect to which Lender customarily adheres such claim; (ii) the filing or which execution of any document that may be necessary or reasonably required helpful in connection with the marketplace filing of any Tax Return, or claim for a refund of Taxes previously paid, by the Rating Agencies either party, or in connection with any Secondary Market Transactions, including, without limitation, to:Tax Controversy addressed in the preceding sentence (including a requisite power of attorney); and (iii) the use of the parties’ reasonable best efforts to obtain any documentation from a governmental authority or a third party that may be necessary or helpful in connection with the foregoing. Each party shall make its employees and facilities reasonably available on a mutually convenient basis to facilitate such cooperation. (ib) (A) provide updated financial Parent and the SpinCo Entities shall use reasonable efforts to keep each other information with respect informed as to the Properties, status of Tax Controversies involving any issue which could give rise to any liability of the business operated at the Properties, Borrower other party under this Agreement. Parent and the Property ManagerSpinCo Entities shall each promptly notify the other of any inquiries by any Taxing Authority or any other administrative, (B) provide updated budgets judicial or other governmental authority that relate to any Tax that may be imposed on the other or any Affiliate of the other that might give rise to any liability under this Agreement. Parent shall have sole control of any Tax Controversy relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors Consolidated Group or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or Pre-Closing Taxes. Parent shall have sole control of any participation or other interest therein (including Tax Controversy relating to any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies State Combined and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by LenderConsolidated Return, provided, howeverthat in the case of any such Tax Controversy that may affect Taxes for which the SpinCo Entities have responsibility hereunder, that Borrower the SpinCo Entities may participate in such Tax Controversies at their own expense. If the potential liability of the SpinCo Entities under this Agreement relating to any Tax Controversy exceeds $5,000,000, Parent shall not be required to modify settle or amend any Loan Document if concede such modification or amendment would (A) change Tax Controversy without the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term prior written consent of the Loan; (vi) provide any additional financial statements SpinCo Entities, not to be unreasonably withheld, conditioned or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIdelayed.

Cooperation. If requested Guarantor acknowledges that Lender and its successors and assigns may (i) sell this Guaranty, the Note and other Loan Documents to one or more investors as a whole loan, (ii) participate the Loan secured by Lenderthis Guaranty to one or more investors, Borrower shall(iii) deposit this Guaranty, assist the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, or (iv) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses (i) through (iv) are hereinafter each referred to as “Secondary Market Transaction”). Guarantor shall cooperate with Lender in satisfying the market standards effecting any such Secondary Market Transaction and shall cooperate to which Lender customarily adheres or which may be reasonably required implement all requirements imposed by any Rating Agency involved in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, including, without limitation, to: (i) (A) provide updated financial and other information with respect to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, Transaction; provided, however, that Borrower Guarantor shall not be required to bear any increased risk or incur any liability or cost as a result of such cooperation and shall not be required to modify or amend any Loan Document this Guaranty if such modification or amendment would (Ai) change the interest ratehave a material adverse economic effect on Guarantor, the stated maturity or the amortization of principal as set forth herein or in the Note, or (Bii) modify or amend any other material economic term of this Guaranty, or (iii) otherwise materially increase the Loan; (vi) obligations or materially decrease the rights of Guarantor pursuant to this Guaranty and the other Loan Documents. Guarantor shall provide such information and documents relating to Guarantor, Borrower, the Property and, to the extent available using commercially reasonable efforts, any additional financial statements or other tenants of the Improvements as Lender may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information as concerning its business and operations that Lender may reasonably request; provided that Guarantor shall not be required to satisfy incur any material cost with respect to such request. Lender shall be permitted to share all requirements of such information with the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed singleinvestment banking firms, Rating Agencies, accounting firms, law firms and other third-purpose entities acceptable to Lender party advisory firms involved with the Loan and the Rating Agencies. Except as expressly set forth Loan Documents or the applicable Secondary Market Transaction; provided that if Lender discloses the personal financial statements of Guarantor to any investor in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writingconnection with a Secondary Market Transaction, Lender shall cause such investor to execute a confidentiality agreement reasonably acceptable to Guarantor. It is understood that the information provided by Guarantor to Lender may ultimately be responsible incorporated into the offering documents for the Secondary Market Transaction and thus various investors may also see some or all costs of the information. Lender and expenses associated all of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied by, or on behalf of, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan in connection with this ARTICLE XIIits marketing for a Secondary Market Transaction or otherwise as part of its business development.

Cooperation. If requested by Lender, Borrower shall, assist Guarantor acknowledges that Agent and Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, including, without limitation, to: (i) (A) provide updated financial and other information with respect to the Propertiessell this Guaranty, the business operated at the Properties, Borrower Note and the Property Managerother Loan Documents to one or more Persons as a whole loan, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry participate the Loan secured by this Guaranty to one or more Persons, (iii) otherwise sell the Loan or one or more interests therein to Persons (the transactions referred to in clauses (i) through (iii) are hereinafter each referred to as “Secondary Market Transaction”). Subject to the Properties during normal business hours terms, conditions and upon prior notice limitations set forth in the Loan Agreement, Guarantor shall reasonably cooperate with Agent and Lender (or cause Borrower to, in either circumstance, at Lender’s expense) in effecting any such Secondary Market Transaction and shall provide such information and materials as may be required or necessary, pursuant to Lender, any prospective purchaser Section 9.1 and Section 9.2 of the Loan Agreement. Agent and Lender shall be permitted to share all such information with the investment banking firms, rating agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction, provided that prior to any such disclosure of non-public or confidential information, such recipient of information (other than any rating agency) shall be required to enter into a confidentiality and nondisclosure agreement in form reasonably acceptable to Guarantor obligating the recipient to maintain the confidentiality of any participation non-public or other interest therein (including any such interest confidential information received by it. It is understood that the information provided by Guarantor to Agent and Lender, may ultimately be acquired disclosed to purchasers and potential purchasers in connection with a syndicate or securitization Secondary Market Transaction. Agent and Lender and all of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies aforesaid third-party advisors and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions professional firms shall be satisfactory entitled to rely on the information supplied by, or on behalf of, Guarantor in the form as provided by Guarantor. Agent and Lender and may publicize the Rating Agencies; (iv) provide updated, as existence of the closing date of the Loan in connection with its marketing for a Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in or otherwise as part of its business development. Section 9.3 of the Loan Documents and such additional representations and warranties Agreement is hereby incorporated herein as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as fully set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIherein.

Cooperation. If requested by LenderAt the Company’s request, Borrower shall, assist Lender in satisfying the market standards to which Lender customarily adheres or which may be Licensee shall execute any documents reasonably required in the marketplace or by the Rating Agencies Company to confirm the Company’s ownership of all rights in and to the Licensed M▇▇▇ and/or the Other Intellectual Property and the respective rights of the Company and Licensee pursuant to this Agreement. Licensee shall cooperate with the Company in connection with any Secondary Market Transactions, including, without limitation, to: (ia) (A) provide updated financial the filing and other information with respect prosecution by the Company of applications in the Company’s name to register the Properties, Licensed M▇▇▇ for Products in the business operated at Territory and/or to register the Properties, Borrower and Other Intellectual Property in the Property Manager, (B) provide updated budgets relating to the Properties Territory and (Cb) provide updated appraisalsthe maintenance and renewal of such registrations as may issue. The Company shall bear the costs of the foregoing, market studies, environmental reviews (Phase I's andexcept that, if appropriatethe Company files, Phase II's)prosecutes, property condition reportsmaintains or renews applications or registrations in any country at Licensee’s request and Licensee does not within six (6) months thereafter sell commercially significant amounts of Articles in such country, ALTA/ACSMLicensee shall reimburse the Company for its costs. It is agreed that Licensee shall not use the Licensed M▇▇▇, surveys and other due diligence investigations of nor may any particular Articles be marketed, advertised, promoted, publicized or otherwise exploited or distributed, offered for sale or sold, in any country until (1) an appropriate trademark search has been conducted, an application to register the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and particular Licensed M▇▇▇ for Products in the Rating Agencies; (iirelevant trademark class(es) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or has been filed and/or any other Person authorized by Lenderlegally required or desirable document in respect thereof has been filed or executed (as appropriate); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B2) modify or amend any other the Company determines in good faith that it would be legally preferable not to seek to register the Licensed M▇▇▇ but that there is no material economic term impediment to the use of the Loan; (vi) provide Licensed M▇▇▇. If the Company in good faith and after consultation with trademark counsel should determine that the use of the Licensed M▇▇▇ and/or Other Intellectual Property on any additional financial statements or all Products violates or may violate the trademark or other information as may be required rights of another in any area, upon receipt of notice from the Company, Licensee shall discontinue its sale and distribution (and cause any retail locations and approved distributors/sublicensees (if any) to satisfy all requirements discontinue the sale and distribution) of the Securities Act (defined below); and (vii) transfer ownership of Properties affected Articles sold under the Licensed M▇▇▇ and/or Other Intellectual Property to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIsuch area.

Cooperation. If requested by Lender, Borrower shall, assist Lender in satisfying at the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies request of Lender, in connection with any one or more sales or assignments of the Note or participations therein or securitizations of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note and the Mortgages (each such sale, assignment, participation and/or securitization, a “Secondary Market Transactions, including, without limitation, to: Transaction”): (a) (i) (A) provide updated such financial and other information with respect to the Properties, the business operated at the PropertiesProjects, Borrower and its Affiliates, Manager and, to the Property Managerextent in Borrower’s possession, any tenants of the Projects, (Bii) provide updated business plans and budgets relating to the Properties Projects and (Ciii) provide updated perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition and reports, ALTA/ACSM, surveys engineering reports and other due diligence investigations of the Properties Projects, as may be reasonably requested from time to time by Lender or the Rating Agencies in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to this paragraph (a) being called the “Provided Information”), together, if customary, with appropriate verification of such updated information and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; ; (iib) provide access and entry cause counsel to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide render opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, consolidation and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies securitization transactions with respect to the Properties and Projects, Borrower and its Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; ; (ivc) provide updated, make such representations and warranties as of the closing date of the any Secondary Market Transaction (with respect to the "SECONDARY MARKET CLOSING DATE")Projects, Borrower and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents Documents; (d) provide current certificates of good standing and such additional representations qualification with respect to Borrower, its Affiliates and/or Guarantor from appropriate Governmental Authorities; and warranties as the Rating Agencies may reasonably require; (ve) execute such amendments to the Loan Documents and Borrower's ’s organizational documents reasonably documents, as may be requested by LenderLender or the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided, however, provided that Borrower nothing contained in this subsection (e) shall not be required to modify or amend any Loan Document if such modification or amendment would (Ai) result in a material economic change in the transaction (ii) change the interest rate, the stated maturity Maturity Date or the amortization LIBOR Margin, except in connection with a bifurcation of principal as set forth herein or the Loan which may result in varying LIBOR Margins, but which LIBOR Margins shall have a weighted average that equals the LIBOR Margin of the original Loan (which initial weighted average shall not change), except in the Noteevent of the application of Net Proceeds to the prepayment of the Loan, or (Biii) modify or amend any other material economic term terms of the Loan; , (viiv) provide any additional financial statements increase, in more than a de minimis manner, Borrower’s obligations and liabilities or other information as may be required to satisfy all requirements of decrease in more than a de minimis manner, Borrower’s rights under the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1Loan Documents, or as may otherwise be agreed upon by (v) increase, in more than a de minimis manner, Lender’s rights under the Borrower in writing, Loan Documents. Lender shall be responsible for all pay its own costs and expenses associated in connection with the foregoing and shall reimburse Borrower for any reasonable out-of-pocket costs and expenses incurred by Borrower in connection with actions taken by Borrower at Lender’s request pursuant to this ARTICLE XIISection 17.01, other than Borrower’s legal fees and expenses in connection with a Secondary Market Transaction (other than those attendant to a restructuring of the Loan, which reasonable fees and disbursements shall be reimbursed by Lender). Borrower’s cooperation obligations set forth herein shall continue until the Loan has been paid in full.

Cooperation. (a) If the Company or any Carlyle Stockholder enters into any negotiation with respect to any transaction which could give rise to the issuance of Securities (as defined in the Securities Act) to a Stockholder for which Rule 506 (or any similar rule then in effect) promulgated under the Securities Act may be available, each such Stockholder shall, if requested by Lenderthe Company, Borrower shall, assist Lender appoint for such Stockholder a “purchaser representative” (as such term is defined in satisfying Rule 501 of the market standards Securities Act) reasonably acceptable to which Lender customarily adheres or which may be reasonably required the Company to advise such Stockholder in the marketplace or connection with such transaction. If such purchaser representative is designated by the Rating Agencies Company, the Company shall pay the fees and expenses of such purchaser representative, but if any Stockholder appoints another purchaser representative, such Stockholder shall be responsible for the fees and expenses of the purchaser representative so appointed. (b) Subject to Section 7(d), each of the Stockholders agrees that in any transaction in which such Stockholder sells some or all of the Common Stock and/or Vested Options held by such Stockholder (pursuant to this Agreement or otherwise, and whether structured as a sale of equity, merger, recapitalization, sale of assets or otherwise), such Stockholder shall bear his, her or its pro-rata portion of the costs of such transaction (based upon the percentage that the number of shares of Common Stock that are sold for such Stockholder in such transaction bears to the total number of shares of Common Stock that are sold in such transaction) to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. (c) If any action by the Wesco Stockholders is required in connection with any Secondary Market Transactionstransaction giving rise to a Tag-Along Right or a Bring-Along Right, includinga Qualified Public Offering or any Company Sale, without limitationeach Wesco Stockholder shall take such actions as may be reasonably requested by the Company or the Carlyle Stockholders in connection therewith, to: so long as the Company and the Carlyle Stockholders are then in compliance with the terms of this Agreement and the Carlyle Stockholders take the same or equivalent action as is being requested of the Wesco Stockholders. Without limiting the generality of the foregoing, each Wesco Stockholder agrees that he, she or it (i) shall consent to and raise no objections against such transaction, (Aii) provide updated financial and shall execute any Common Stock purchase agreement, merger agreement or other information agreement in reasonably customary form entered into with the Third Party Purchaser with respect to such transaction memorializing the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification definitive Third Party Terms of such updated information through letters of auditors transaction and any ancillary agreement with respect thereto, so long as such agreements do not place disproportionate costs, expenses, risks or opinions of counsel acceptable potential liability on the Wesco Stockholders as compared to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); Stockholders, (iii) shall vote the Common Stock held by such Wesco Stockholder in favor of such transaction, (iv) shall use its reasonable best efforts to provide opinions cause its Director nominee to vote in favor of counsel, which may be relied upon such transaction (including without limitation by Lender, removal or replacement of any such Director) and (v) shall refrain from the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies exercise of dissenters’ appraisal rights with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIItransaction.

Cooperation. If requested At the request of the holder of the Note and, to the extent not already required to be provided by LenderBorrower under this Agreement, Borrower shall, assist Lender and Borrower Principal shall use reasonable efforts to provide information not in satisfying the possession of the holder of the Note in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactionssuch sales or transfers, including, without limitation, to: (a) provide, or cause Mortgage Borrower to provide, (i) (A) provide updated financial financial, budget and other information with respect to the PropertiesProperty, the business operated at the PropertiesCollateral, Borrower, Mortgage Borrower, Sponsor, Borrower Principal and the Property Manager, Manager and (Bii) provide updated budgets relating modifications and/or updates to the Properties and (C) provide updated appraisals, market studies, environmental reviews and reports (Phase I's I reports and, if appropriate, Phase II'sII reports) and engineering reports of the Property obtained in connection with the making of the Loan (all of the foregoing being referred to as the "PROVIDED INFORMATION"), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification and/or consents of such updated information the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (iib) provide access and entry make changes to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser organizational documents of the Loan Borrower or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender)Mortgage; (iiic) use best efforts at Borrower's expense, cause counsel to provide opinions of counselrender or update existing opinion letters as to enforceability and non-consolidation, which may be relied upon by Lenderthe holder of the Note, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, dated as of the closing date of the Secondary Market Transaction Securitization; (d) provided Lender gives at least 2 days advance notice and agrees to use reasonable efforts to minimize interference with any tenants, permit site inspections, appraisals, market studies and other due diligence investigations of the "SECONDARY MARKET CLOSING DATE")Property, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization; (e) make the representations and warranties with respect to the Property, the Collateral, Borrower, Mortgage Borrower, Borrower Principal, Manager and the Loan Documents as Borrower has made in the Loan Documents and and, subject to such additional knowledge or diligence qualifiers as may be necessary, such other representations and warranties with respect to Borrower, Mortgage Borrower, the Property, the Collateral and Manager, as may be reasonably requested by the holder of the Note or the Rating Agencies may reasonably requireAgencies; (vf) execute such amendments to the Loan Documents and Borrower's organizational documents reasonably as may be requested by Lenderthe holder of the Note or the Rating Agencies or otherwise to effect the Securitization including, without limitation, bifurcation of the Loan into two or more components and/or separate notes and/or creating a senior/subordinate note structure; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (Ai) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, except in connection with a bifurcation of the Loan 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, or (Bii) in the reasonable judgment of Borrower, modify or amend any other material economic term of the Loan, or (iii) in the reasonable judgment of Borrower, materially increase Borrower's obligations and liabilities, or materially decrease Borrower's rights, under the Loan Documents. Borrower acknowledges that in connection with a Securitization, Lender may change the Selected Day in its sole discretion, but in no event to earlier than the fifth (5th) of each month. (g) deliver to Lender and/or any Rating Agency, (i) one or more certificates executed by an officer of Borrower certifying as to the accuracy, as of the closing date of the Securitization, of all representations made by Borrower in the Loan Documents as of the Closing Date in all relevant jurisdictions or, if such representations are no longer accurate, certifying as to what modifications to the representations would be required to make such representations accurate as of the closing date of the Securitization, and (ii) certificates of the relevant Governmental Authorities in all relevant jurisdictions indicating the good standing and qualification of Borrower as of the date of the closing date of the Securitization; (vih) provide any additional financial statements have reasonably appropriate personnel participate in a bank meeting and/or presentation for the Rating Agencies or other information as may be required to satisfy all requirements of the Securities Act (defined below)Investors; and (viii) transfer ownership cooperate with and assist Lender in obtaining ratings of Properties to newly formed single-purpose entities acceptable to Lender and the Securities from two (2) or more of the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for pay all costs and expenses associated incurred by Borrower in connection with the compliance of Borrower and, if applicable, Mortgage Borrower and Borrower Principal, with requests made under this ARTICLE XIISection 13.4, including, without limitation, any additional costs and expenses payable in connection with the substitution for Factory Mutual of an acceptable insurer pursuant to Section 8.1 hereof; provided, however, that Borrower shall not be responsible for the payment of any costs or expenses incurred by or on behalf of Lender, or any Rating Agency fees, in connection with a Securitization. In the event that Borrower requests any consent or approval hereunder and the provisions of this Agreement or any Loan Documents require the receipt of written confirmation from each Rating Agency with respect to the rating on the Securities, or, in accordance with the terms of the transaction documents relating to a Securitization, such a rating confirmation is required in order for the consent of Lender to be given, Borrower shall pay all of the costs and expenses of Lender, Lender's servicer and each Rating Agency in connection therewith, and, if applicable, shall pay any fees imposed by any Rating Agency as a condition to the delivery of such confirmation.

Cooperation. If requested Subject to the restrictions of Section 2.6 of the Funding Loan Agreement, at the Funding Lender’s or the Servicer’s request (to the extent not already required to be provided by Lenderthe Borrower under this Borrower Loan Agreement), the Borrower shall, assist Lender in satisfying shall use reasonable efforts to satisfy the market standards to which the Funding Lender or the Servicer customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies Funding Lender or the Servicer in connection with any one or more sales or assignments of all or a portion of the Governmental Lender Notes or participations therein or securitizations of single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or a portion of the Governmental Lender Notes (each such sale, assignment and/or securitization, a “Secondary Market TransactionsTransaction”); provided that the Borrower shall not incur any third party or other out-of-pocket costs and expenses in connection with a Secondary Market Transaction, includingincluding the costs associated with the delivery of any Provided Information or any opinion required in connection therewith, without limitationand all such costs shall be paid by the Funding Lender or the Servicer, toand shall not materially modify Borrower’s rights or obligations. Without limiting the generality of the foregoing, the Borrower shall, so long as the Borrower Loan is still outstanding: (a) (i) (A) provide updated such financial and other information with respect to the PropertiesBorrower Loan, and with respect to the Project, the business operated at Borrower, the Properties, Borrower and the Property Manager, the contractor of the Project or the Borrower Controlling Entity, (Bii) provide updated budgets financial statements, audited, if available, relating to the Properties Project with customary disclaimers for any forward looking statements or lack of audit, and (C) provide updated iii), at the expense of the Funding Lender or the Servicer, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports (Phase I's ’s and, if appropriate, Phase II's’s), property condition reports, ALTA/ACSM, surveys engineering reports and other due diligence investigations of the Properties Project, as may be reasonably requested from time to time by the Funding Lender or the Servicer or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to the Funding Lender or the Servicer pursuant to this paragraph (a) being called the “Provided Information”), together, if customary, with appropriate verification of such updated information and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to the Funding Lender or the Servicer and the Rating Agencies; (iib) provide access make such representations and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, warranties as of the closing date of the any Secondary Market Transaction (with respect to the "SECONDARY MARKET CLOSING DATE")Project, representations and warranties made in the Borrower, the Borrower Loan Documents and the Funding Loan Documents reasonably acceptable to the Funding Lender or the Servicer, consistent with the facts covered by such additional representations and warranties as they exist on the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below)date thereof; and (viic) transfer ownership of Properties execute such amendments to newly formed single-purpose entities acceptable to Lender the Borrower Loan Documents and the Rating Agencies. Except Funding Loan Documents to accommodate such Secondary Market Transaction so long as expressly set forth in Section 12.1.1, or as may such amendment does not affect the material economic terms of the Borrower Loan Documents and the Funding Loan Documents and is not otherwise be agreed upon by adverse to the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIits reasonable discretion.

Cooperation. If requested by Lender(a) The Company, Borrower shallTribute and Pozen each acknowledge and the Purchaser hereby agrees that the Purchaser shall not effect the Distribution until such time as the Purchaser has complied with all applicable Laws, assist Lender including without limitation that the Registration Statement shall be on file with the SEC and declared effective. In connection therewith, Purchaser may call the Purchaser Meeting and may in satisfying connection therewith be filing the market standards Purchaser Proxy Statement with the Commission and the Canadian Commissions (as defined in Annex B) and will be furnishing such document to which Lender customarily adheres or which may be reasonably required in the marketplace or by holders of the Rating Agencies Purchaser Common Shares in connection with any Secondary Market Transactions, including, without limitation, to: (i) (A) provide updated financial and other information with respect the votes to the Properties, the business operated be taken at the PropertiesPurchaser Meeting. The Company, Borrower Tribute and Pozen each hereby agrees to furnish such information as Purchaser may reasonably request for inclusion, by way of incorporation by reference or otherwise, in the Property ManagerPurchaser Proxy Statement. Each of the Company, (B) Tribute and Pozen hereby agrees that such information pertaining to it provided for such inclusion will be true and accurate in all material respects and will not omit any material information as at the time it is given. Purchaser hereby agrees to provide updated budgets the Company, Tribute and Pozen with copies of all proposed disclosure in the Purchaser Proxy Statement relating to the Properties Company, Tribute, Pozen, this Agreement and (C) the transactions contemplated hereby, prior to its filing. Purchaser further agrees to provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations each of the Properties togetherCompany, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender Tribute and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection Pozen with a syndicate or securitization of the Loan, the Rating Agencies or reasonable opportunity (at least two (2) Business Days) to review and comment upon such proposed disclosure and Purchaser shall consider such comments in good faith and make any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents changes thereto reasonably requested by Lenderthe Company, provided, however, that Borrower shall not be required to modify Tribute or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan;Pozen. (vib) provide any additional financial statements or other information as The Company, Tribute and Pozen each hereby agrees and acknowledges that Purchaser may be required to satisfy all requirements file reports under the Exchange Act from and after the Closing of the Securities Act transactions contemplated by this Agreement, which reports may require information (defined below); and (viiincluding financial information) transfer ownership concerning the Company, Tribute and Pozen. Each of Properties the Company, Tribute and Pozen hereby agrees to newly formed single-purpose entities acceptable furnish such information as Purchaser may reasonably request for inclusion in such reports. Each of the Company, Tribute and Pozen hereby agrees that such information pertaining to Lender it provided for such inclusion will be true and accurate in all material respects and will not omit any material information. Purchaser hereby agrees to provide the Company, Tribute and Pozen with copies of all proposed disclosure in the Purchaser Proxy Statement relating to the Company, Tribute, Pozen, this Agreement and the Rating Agenciestransactions contemplated hereby, prior to filing. Except as expressly set forth Purchaser further agrees to provide each of the Company, Tribute and Pozen with a reasonable opportunity (at least two (2) Business Days) to review and comment upon such proposed disclosure and Purchaser shall consider such comments in Section 12.1.1, or as may otherwise be agreed upon good faith and make any changes thereto reasonably requested by the Borrower in writingCompany, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIITribute or Pozen.

Cooperation. If requested by Lender(a) Landlord shall fully cooperate with Tenant throughout the term of this Lease to secure or maintain proper zoning, Borrower shallbuilding and other permits and compliance with all applicable laws. Landlord shall execute any petitions, assist Lender requests, applications and the like as Tenant shall reasonably request in satisfying the market standards order to which Lender customarily adheres or which may be reasonably required obtain any permit, license, variances and approvals which, in the marketplace or by reasonable judgment of Tenant, are necessary for the Rating Agencies in connection with any Secondary Market Transactions, including, without limitation, to: (i) (A) provide updated financial and other information with respect to lawful construction and/or operation of Tenants business on the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by LenderPremises, provided, however, that Borrower Tenant shall not indemnify and save Landlord harmless from any and all expenses, costs, charges, liabilities, losses, obligations, damages and claims of any type which may be required imposed upon, asserted against or incurred by Landlord by reason of same. (b) In the event that Tenant elects to modify purchase the Premises pursuant to the terms and conditions of paragraph 11 hereof, Landlord shall have the right, in Landlord's sole discretion, to enter into an exchange agreement (the "Exchange Agreement") with a qualified intermediary (the "Intermediary") in order to effectuate a like-kind exchange of the Premises for one or amend any Loan Document if such modification or amendment would more other properties (A) change the "Replacement Property"). In that event, Landlord shall assign to the Intermediary all of Landlord's right, title and interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term written contract for purchase and sale of the Loan; Premises entered into between Landlord and Tenant as required by paragraph 11 hereof (vi) provide the "Purchase Contract"), and any additional financial statements or other information as may be required to satisfy all requirements deposit paid by Tenant in connection with the purchase of the Securities Act (defined below); and (vii) transfer ownership Premises shall be placed directly with the Intermediary, subject to the terms and conditions of Properties to newly formed single-purpose entities acceptable to Lender the Purchase Contract and the Rating AgenciesExchange Agreement. Except Landlord and Tenant agree that, at Landlord's option, Tenant shall cooperate with Landlord in effecting a like-kind exchange of the Premises by Landlord pursuant to and in accordance with the provisions of Section 1031 of the Internal Revenue Code of 1986, as expressly set forth amended, and the Treasury Regulations promulgated thereunder, which cooperation shall include, without limitation, Tenant's consent to Landlord's assignment of its interest in Section 12.1.1, the Purchase Contract to the Intermediary and Tenant receiving or as may otherwise be agreed upon by taking title to the Borrower Premises from the Intermediary or another third party utilized in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIthe transaction in order to facilitate the like-kind exchange on behalf of Landlord.

Cooperation. If requested by Lender, Borrower shall, assist and Borrower Principal agree to cooperate with Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactionssale or transfer of the Loan or any Participation and/or Securities created pursuant to this Article 13, including, without limitation, to: (ia) (Athe delivery of an estoppel certificate required in accordance with Section 5.12(a) provide updated financial and such other information with respect to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which documents as may be relied upon reasonably requested by Lender, (b) the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as execution of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably as may be requested by Lenderthe holder of the Note or the Rating Agencies or otherwise to effect the Securitization including, without limitation, bifurcation of the Loan into two or more components and/or separate notes; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (Ai) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, except in connection with a bifurcation of the Loan 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, or (Bii) in the reasonable judgment of Borrower, modify or amend any other material economic term of the Loan; , or (viiii) provide in the reasonable judgment of Borrower, materially increase Borrower’s obligations and liabilities under the Loan Documents, and (c) make changes to the organizational documents of Borrower and its principals and/or use its best efforts to cause changes to the legal opinions delivered by Borrower in connection with the Loan, provided, that such changes shall not result in a material adverse economic effect to Borrower. Borrower shall also furnish and Borrower and Borrower Principal consent to Lender furnishing to such Investors or such prospective Investors or such Rating Agency any additional and all information concerning the Property, the American Express Lease, the financial statements condition of Borrower or other information Borrower Principal as may be required to satisfy all requirements requested by Lender, any Investor, any prospective Investor or any Rating Agency in connection with any sale or transfer of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating AgenciesLoan or any Participations or Securities. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Neither Borrower in writing, Lender nor Borrower Principal shall be responsible for all any costs and expenses associated incurred by Lender in connection with this ARTICLE XIIa Securitization.

Cooperation. If requested (i) The Representative (acting on behalf of the Stockholders) and Parent shall cooperate reasonably with respect to (a) the preparation and filing of all Pre-Closing Tax Returns and Straddle Period Tax Returns with respect to the Company and its Subsidiaries and (b) the resolution of all disputes with and audits by Lendera Taxing Authority relating to Taxes of the Company or any of its Subsidiaries for a Pre-Closing Tax Period or Straddle Period, Borrower shallincluding, assist Lender but not limited to, giving each other reasonable access to records, personnel or powers of attorney reasonably necessary in satisfying connection with such Taxes of the market standards Company or any of its Subsidiaries, and cooperating, as necessary, in responding to which Lender customarily adheres any inquiries, audits or which similar proceedings by any Taxing Authority relating to such Taxes of the Company or any of its Subsidiaries (each, a “Tax Matter”). Subject to the foregoing, (x) with regard to any Tax Matter that concerns any Pre-Closing Tax Return, Parent shall manage and control such Tax Matter and the Representative shall be entitled to participate in any such Tax Matter to the extent such Tax Matter could reasonably be expected to materially impact Taxes (including a potential refund of Taxes) in a Pre-Closing Tax Period; and (y) with regard to any Tax Matter that concerns any Straddle Period Tax Return, Parent shall manage and control such Tax Matter and the Representative shall be entitled to participate in any such Tax Matter to the extent such Tax Matter could reasonably be expected to materially impact Taxes (including a potential refund of Taxes) with respect to the Pre-Closing portion of a Straddle Period. In the event of any conflict between this Section 7.12(c)(i) and Section 9.3, this Section 7.12(c)(i) shall be controlling. (ii) Parent shall (A) cause the Company and its Subsidiaries to retain all books and records (in their possession on the Closing Date or produced thereafter by the Parent, Surviving Corporation or its Subsidiaries) with respect to Tax Matters pertinent to the Company or any of its Subsidiaries relating to any taxable period beginning before the Closing Date until the shorter of (1) the retention period described in Section 7.8, or (2) 180 days after the expiration of the statute of limitations (including any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority and (B) give the Representative reasonable written notice prior to transferring, destroying or discarding any such books and records, and, if the Representative so requests, Parent, the Surviving Corporation or any of its Subsidiaries, as the case may be reasonably required be, shall allow the Representative to take possession of such books and records at the sole expense of the Representative provided the Representative agrees to maintain the confidentiality of any such books and records. Parent, the Company and its Subsidiaries each agree that it will cooperate with and make available to the Representative, during normal business hours, all books and records and other information (in the marketplace possession of the Company or its Subsidiaries on the Closing Date or produced thereafter by the Rating Agencies Parent, Surviving Corporation or its Subsidiaries) and employees (without substantial disruption of employment) retained and remaining in existence after the Closing that are necessary or useful in connection with any Secondary Market TransactionsTax Matter involving a Pre-Closing Tax Period or Pre-Closing Straddle Period. For the avoidance of doubt, includingreference in the prior sentence to books and records includes any workpaper, without limitationschedule, to: document, computation or verification of any amount paid or payable, in each case related to such Tax Matter. Parent and the Representative shall, upon request of the other party, use their commercially reasonable efforts to obtain or provide any certificate or other document from any Taxing Authority or any other Person, at the sole expense of the requesting party, as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (i) (A) provide updated financial and other including with respect to the transactions contemplated hereby). The Representative shall make all information with respect to Taxes pertinent to the Properties, Company or its Subsidiaries relating to any Pre-Closing Tax Period or Pre-Closing Straddle Period in Representative’s possession on the business operated at the Properties, Borrower Closing Date available to Parent to enable Parent and its Affiliates to properly compute their taxable income. Parent and the Property ManagerSurviving Corporation, (B) provide updated budgets relating to the Properties and (C) provide updated appraisalson one hand, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) Representative, on the other hand, shall provide access any necessary consents and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser powers of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or attorney required by the Rating Agencies other party for such other party to conduct and control Tax Matters with respect to the Properties Surviving Corporation and Borrower and Affiliatesits Subsidiaries for which such party has control hereunder. For the avoidance of doubt, which counsel and opinions nothing in this Section 7.12(c)(ii) shall be satisfactory to Lender and require the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rateParent, the stated maturity Surviving Corporation or any of its Subsidiaries to prepare or produce outside the amortization ordinary course of principal as set forth herein their respective businesses any books or in records with respect to taxable periods beginning before the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIClosing Date.

Cooperation. If requested At the request of the holder of the Note and, to the extent not already required to be provided by LenderBorrower under this Agreement, Borrower shall, assist Lender and Borrower Principal shall use reasonable efforts to provide information not in satisfying the possession of the holder of the Note in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies by, in connection with any Secondary Market Transactionsthe issuance of Securities, the Rating Agencies, in connection with such sales or transfers, including, without limitation, to: (i) (Aa) provide updated financial financial, budget and other information with respect to the Properties, the business operated at the PropertiesBorrower, Borrower Principal and the Property Manager, (B) WPC and provide updated budgets relating modifications and/or updates to the Properties and (C) provide updated appraisals, market studies, environmental reviews and reports (Phase I's I reports and, if appropriate, Phase II's), property condition II reports, ALTA/ACSM, surveys ) and other due diligence investigations engineering reports of the Properties obtained in connection with the making of the Loan (all of the foregoing being referred to as the "PROVIDED INFORMATION"), together, if customary, with appropriate verification and/or consents of such updated information the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (iib) provide access and entry make changes to the Properties during normal business hours and upon prior notice to Lenderorganizational documents of Borrower, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender)SPE Component Entity and their respective principals; (iiic) use best efforts at Borrower's expense, cause counsel to provide opinions of counselrender or update existing opinion letters as to enforceability and non-consolidation, and a 10b-5 comfort letter, which may be relied upon by Lenderthe holder of the Note, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, dated as of the closing date of the Secondary Market Transaction Securitization; (d) permit site inspections, appraisals, market studies and other due diligence investigations of the "SECONDARY MARKET CLOSING DATE")Properties, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization; (e) make the representations and warranties with respect to the Properties, Borrower, Borrower Principal and the Loan Documents as are made in the Loan Documents and such additional other representations and warranties as may be reasonably requested by the holder of the Note or the Rating Agencies may reasonably requireAgencies; (vf) execute such amendments to the Loan Documents and Borrower's organizational documents reasonably as may be requested by Lenderthe holder of the Note or the Rating Agencies or otherwise to effect the Securitization including, without limitation, bifurcation of the Loan into two or more components and/or separate notes and/or creating a senior/subordinate note structure and/or creating two or more uncross-collateralized loans (which would, among other things, require the creation of two or more uncross-collateralized Operating Leases); provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (Ai) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, except in connection with a bifurcation of the Loan 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, or (Bii) in the reasonable judgment of Borrower, modify or amend any other material economic term of the Loan, or (iii) in the reasonable judgment of Borrower, materially increase Borrower's obligations and liabilities under the Loan Documents; (vig) provide deliver to Lender and/or any additional financial statements Rating Agency, (i) one or other information more certificates executed by an officer of the Borrower certifying as may to the accuracy, as of the closing date of the Securitization, of all representations made by Borrower in the Loan Documents as of the Closing Date in all relevant jurisdictions or, if such representations are no longer accurate, certifying as to what modifications to the representations would be required to satisfy all requirements make such representations accurate as of the Securities Act closing date of the Securitization, and (defined below)ii) certificates of the relevant Governmental Authorities in all relevant jurisdictions indicating the good standing and qualification of Borrower as of the date of the closing date of the Securitization; (h) have reasonably appropriate personnel participate in a bank meeting and/or presentation for the Rating Agencies or Investors; and (viii) transfer ownership cooperate with and assist Lender in obtaining ratings of Properties to newly formed single-purpose entities acceptable to Lender and the Securities from two (2) or more of the Rating Agencies. Except as expressly set forth in Section 12.1.1All actual, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all out-of-pocket reasonable third party costs and expenses associated incurred by Borrower or Lender in connection with Borrower's complying with requests made under this ARTICLE XIISection 13.4 (including, without limitation, the fees and expenses of the Rating Agencies) shall be paid by Borrower. In the event that Borrower requests any consent or approval hereunder and the provisions of this Agreement or any Loan Documents require the receipt of written confirmation from each Rating Agency with respect to the rating on the Securities, or, in accordance with the terms of the transaction documents relating to a Securitization, such a rating confirmation is required in order for the consent of Lender to be given, Borrower shall pay all of the costs and expenses of Lender, Lender's servicer and each Rating Agency in connection therewith, and, if applicable, shall pay any fees imposed by any Rating Agency as a condition to the delivery of such confirmation.

Cooperation. If requested by LenderBorrower acknowledges that Lender and its successors and assigns may (a) sell this Agreement, the Mortgage, the Note, the other Loan Documents, and the Environmental Indemnity Agreement, and any and all servicing rights thereto to one or more investors as a whole loan, (b) participate the Loan to one or more investors, (c) deposit this Agreement, the Note, other Loan Documents, and the Environmental Indemnity Agreement 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 each referred to as "SECONDARY MARKET TRANSACTION"). Borrower shall, assist shall cooperate with Lender in satisfying effecting any such Secondary Market Transaction and shall cooperate to implement all requirements imposed by any Rating Agency involved in any Secondary Market Transaction. Borrower shall provide such information, legal opinions and documents relating to the market standards to which Borrower, the Project and any tenants of the Project as Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies request in connection with any such Secondary Market Transactions, including, without limitation, to: (i) (A) provide updated financial and other information with respect to the Properties, the business operated Transaction at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to nonno third-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or party professional expense unless otherwise required by the Rating Agencies with respect Loan Documents. In addition, Borrower shall make available to the Properties Lender all information concerning its business and Borrower and Affiliates, which counsel and opinions operations that Lender may reasonably request. Lender shall be satisfactory permitted to share all such information with the investment banking firms, Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction. It is understood that the information provided by Borrower to Lender and may ultimately be incorporated into the Rating Agencies; (iv) provide updated, as of the closing date of offering documents for the Secondary Market Transaction (and thus various investors may also see some or all of the "SECONDARY MARKET CLOSING DATE")information. Lender and all of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied by, representations or on behalf of, Borrower and warranties made Borrower indemnifies Lender as to any losses, claims, damages or liabilities that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such information or arise out of or are based upon the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments omission or alleged omission to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be state therein a material fact required to modify be stated in such information or amend any Loan Document if necessary in order to make the statements in such modification or amendment would (A) change the interest rateinformation, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term light of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1circumstances under which they were made, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIInot misleading.

Cooperation. If requested Subject to the restrictions of Section 2.4 of the Funding Loan Agreement, at the Funding Lender’s or the Servicer’s request (to the extent not already required to be provided by Lenderthe Borrower under this Borrower Loan Agreement), the Borrower shall, assist Lender in satisfying shall use reasonable efforts to satisfy the market standards to which the Funding Lender or the Servicer customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies Funding Lender or the Servicer in connection with any one or more sales or assignments of all or a portion of the Governmental Lender Note or participations therein or securitizations of single or multi- class securities (the “Securities”) secured by or evidencing ownership interests in all or a portion of the Governmental Lender Note (each such sale, assignment and/or securitization, a “Secondary Market TransactionsTransaction”); provided that neither the Borrower nor the Governmental Lender shall incur any third party or other out-of-pocket costs and expenses in connection with a Secondary Market Transaction, includingincluding the costs associated with the delivery of any Provided Information or any opinion required in connection therewith, without limitationand all such costs shall be paid by the Funding Lender or the Servicer, toand shall not materially modify Borrower’s rights or obligations. Without limiting the generality of the foregoing, the Borrower shall, so long as the Borrower Loan is still outstanding: (a) (i) (A) provide updated such financial and other information with respect to the PropertiesBorrower Loan, and with respect to the Project, the business operated at Borrower, the Properties, Borrower and the Property Manager, the contractor of the Project or the Borrower Controlling Entity, (Bii) provide updated budgets financial statements, audited, if available, relating to the Properties Project with customary disclaimers for any forward looking statements or lack of audit, and (C) provide updated iii), at the expense of the Funding Lender or the Servicer, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports (Phase I's ’s and, if appropriate, Phase II's’s), property condition reports, ALTA/ACSM, surveys engineering reports and other due diligence investigations of the Properties Project, as may be reasonably requested from time to time by the Funding Lender or the Servicer or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to the Funding Lender or the Servicer pursuant to this paragraph (a) being called the “Provided Information”), together, if customary, with appropriate verification of such updated information and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to the Funding Lender or the Servicer and the Rating Agencies; (iib) provide access make such representations and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, warranties as of the closing date of the any Secondary Market Transaction (with respect to the "SECONDARY MARKET CLOSING DATE")Project, representations and warranties made in the Borrower, the Borrower Loan Documents and the Funding Loan Documents reasonably acceptable to the Funding Lender or the Servicer, consistent with the facts covered by such additional representations and warranties as they exist on the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below)date thereof; and (viic) transfer ownership of Properties execute such amendments to newly formed single-purpose entities acceptable to Lender the Borrower Loan Documents and the Rating Agencies. Except Funding Loan Documents to accommodate such Secondary Market Transaction so long as expressly set forth in Section 12.1.1, or as may such amendment does not affect the material economic terms of the Borrower Loan Documents and the Funding Loan Documents and is not otherwise be agreed upon by adverse to the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIits reasonable discretion.

Cooperation. If requested by Lender, Borrower shall, assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies (a) The Company and Parent shall cooperate with one another (i) in connection with any Secondary Market Transactions, including, without limitation, to: (i) (A) provide updated financial and other information with respect to the Propertiespreparation of the Company Disclosure Documents, the business operated at the Properties, Borrower Offer Documents and the Property ManagerNotice of Merger, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lenderin determining whether any action by or in respect of, or filing with, any prospective purchaser of the Loan Governmental Authority is required, or of any participation actions, consents, approvals or other interest therein (including any such interest waivers are required to be acquired obtained from parties to any material contracts, in connection with a syndicate or securitization the consummation of the Loan, the Rating Agencies or any other Person authorized transactions contemplated by Lender); this Agreement and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents or the Offer Documents and seeking timely to obtain any such actions, consents, approvals or waivers. (b) In furtherance and not in limitation of the foregoing, the Company shall use its reasonable best efforts to obtain consents from the landlords under those Leases of the Company or any of its Subsidiaries that would require the landlord’s consent in connection with the transactions contemplated in this Agreement, including a merger or change of control of the tenant under any of the Leases or that deem any such transaction to be an assignment of such Lease requiring the landlord’s consent (either, a “Deemed Assignment Transaction”); provided that Parent shall promptly reimburse the Company for all out-of-pocket expenses incurred by the Company to any landlord in connection with obtaining such consents; provided further that any payment made by the Company to any landlord shall be subject to the prior written consent of Parent (such consent not to be unreasonably withheld or delayed). The Company agrees, in connection with requests for consents to landlords for Leases pursuant to the foregoing sentence, to make requests as soon as practicable after the date hereof and to pursue such requests in a good faith and diligent manner. The Company further agrees to provide opinions Parent with detailed progress reports on such requested consents on at least a weekly basis. Parent agrees to cooperate with the Company’s efforts and to use its reasonable best efforts to obtain such consents by supplying any commercially reasonable information requested by the landlords who are considering such requests. In addition, in connection with those Leases of counsel, which may be relied upon by Lenderthe Company or any of its Subsidiaries that merely require that the tenant provide notices before or after a Deemed Assignment Transaction, the Rating Agencies Company agrees to send such notices to those landlords identified in writing by Parent in the form prepared by Parent and their respective counselwithin the timeframes identified by Parent. Parent hereby indemnifies the Company and its Affiliates against and agrees to hold each of them harmless from any and all damage, agents loss, liability and representatives, as to non-consolidation, fraudulent conveyance, expense (including reasonable attorneys’ fees and true sale expenses) actually incurred or suffered by the Company or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of its Affiliates arising out of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly Company complying with its obligations set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIforegoing sentence.

Cooperation. If Prior to the Closing Date and until termination of this Agreement and subject to the terms and conditions of this Section 5.15, the Company shall use its commercially reasonable efforts, and shall cause each of its Subsidiaries and shall request its applicable Representatives to use its respective commercially reasonable efforts, in each case at Parent’s sole expense, to provide Parent with cooperation reasonably requested by Lender, Borrower shall, Parent that is necessary to assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies Parent in connection with any Secondary Market TransactionsAlternative Financing, including, without limitation, toincluding using commercially reasonable efforts in connection with: (i) (A) provide updated financial making senior management and other information with respect advisors of the Company and its Subsidiaries available to the Propertiesparticipate in a reasonable number of meetings, the business operated at the Propertiespresentations, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, sessions with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agenciesproposed lenders at reasonable times; (ii) provide access furnishing Parent and entry to its Alternative Financing Source with (A) financial information derived from the Properties during normal business hours historical books and upon prior notice to Lender, any prospective purchaser records of the Loan Company and its Subsidiaries as reasonably requested by Parent and required to allow Parent, at its sole expense, to prepare (1) materials for presentations, confidential information memoranda, and bank information memoranda customary or of any participation or other interest therein (including any such interest to be acquired required in connection with a syndicate or securitization any Financing and (2) customary pro forma financial statements reflecting the Closing and the Financing (it being understood that nothing in this Section 5.15 shall require the Company and its Subsidiaries to prepare any pro forma financial statements), and (B) financial and other pertinent information relating to the Company and its Subsidiaries reasonably requested by the Financing Source as is reasonably necessary for the completion of the Loan, the Rating Agencies or any other Person authorized by Lender)Alternative Financing; (iii) use best efforts to provide opinions assisting with the execution and delivery of counseldefinitive financing documents, which may be relied upon by Lenderincluding any pledge and security documents, the Rating Agencies any loan agreements, guarantees, certificates and their respective counsel, agents and representatives, other definitive financing documents as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or reasonably required by the Rating Agencies Alternative Financing Source to be delivered in connection with respect to the Properties closing of Financing, and Borrower in each case assisting in the preparation of applicable schedules and Affiliates, which counsel other information necessary in connection therewith and opinions shall be satisfactory to Lender otherwise reasonably facilitating the pledging of collateral and the Rating Agencies;granting of security interests in respect of any Alternative Financing, it being understood that such documents will not take effect until the Closing Date; and (iv) provide updatedfurnishing Parent and the Alternative Financing Source, as of the closing date of the Secondary Market Transaction applicable, at least three (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v3) execute amendments business days prior to the Loan Documents Closing Date with all customary documentation and Borrower's organizational documents information about the Company and its Subsidiaries reasonably required by regulatory authorities pursuant to applicable “know your customer” and anti-money laundering rules and regulations to the extent reasonably requested by Lender, provided, however, that Borrower shall not be required Parent in connection with the Financing in writing at least twenty (20) business days prior to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIClosing Date.

Cooperation. If requested by Lender, Borrower shall, assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in In connection with any Secondary Market TransactionsRestructuring Transaction, CPS and the Borrower, at their sole cost and expense, shall provide such access to personnel and such information and documents relating to the Seller, the Borrower and the Collateral and the business and operations of all of the foregoing and such opinions of counsel (including corporate, nonconsolidation and true sale opinions) as any rating agency may request or as the Administrative Agent may reasonably request (and in form and substance reasonably acceptable to the Administrative Agent) in connection with any such Secondary Market Restructuring Transaction including, without limitation, to: (i) (A) provide updated financial and other information with respect to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, together with appropriate verification of such updated information and reports through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updatedconsultants and, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE")Restructuring Transaction, updated representations and warranties made in the Loan Documents consistent with prior CPS-sponsored Securitizations or otherwise consistent with the terms and conditions of current market securitizations of subprime automobile receivables. Each of CPS and the Borrower shall deliver such additional representations indemnities and warranties as other covenants consistent with prior CPS-sponsored Securitizations. Each of CPS and the Rating Agencies Borrower acknowledges and agrees that the Administrative Agent may require the preparation and delivery of preliminary and final private offering memoranda or similar disclosure documents with respect to any Secondary Market Restructuring Transaction, at the sole cost and expense of CPS and the Borrower. In connection therewith, CPS and the Borrower shall cause counsel for CPS and the Borrower reasonably require; (v) execute amendments satisfactory to the Administrative Agent, to deliver to the Administrative Agent, a form of an opinion of counsel to the effect that the description of the Collateral, the terms of the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term description of the Loan; (vi) provide Collateral contained in such disclosure documents and such other legal matters contained therein as the Administrative Agent may reasonably require do not contain any additional financial untrue statement of any material fact or omit to state any material fact necessary to make the statements therein not misleading. The Administrative Agent shall be permitted to share all such information with the investment banking firms, rating agencies, accounting firms, law firms, other third party advisory firms, potential investors, servicers and other service providers and other parties involved in any proposed Secondary Market Restructuring Transaction. Each of CPS and the Borrower understands that any such information may be incorporated into any offering circular, prospectus, prospectus supplement, private placement memorandum or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible offering documents for all costs and expenses associated with this ARTICLE XIIany Secondary Market Restructuring Transaction.

Cooperation. If requested The Company acknowledges that the Mortgagee and its successors and assigns may (a) sell, transfer or assign this Mortgage, the Note and the Operative Agreements to one or more investors as a whole loan, in a rated or unrated public offering or private placement, (b) participate the loan (the “Loan”) secured by Lenderthis Mortgage to one or more investors in a rated or unrated public offering or private placement, Borrower (c) deposit this Mortgage, the Note and the Operative Agreements with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets in a rated or unrated public offering or private placement, or (d) otherwise sell the Loan or any interest therein to investors in a rated or unrated public offering or private placement (the transactions referred to in clauses (a) through (d) are hereinafter referred to as “Secondary Market Transactions”). The Company shall, assist Lender at Mortgagee’s expense, cooperate in satisfying the market standards good faith with Mortgagee in effecting any such Secondary Market Transaction and shall cooperate in good faith to which Lender customarily adheres or which may be implement all requirements reasonably required in the marketplace or imposed by the Rating Agencies participants involved in connection with any Secondary Market TransactionsTransaction (including without limitation, an institutional purchaser, participant or investor) including, without limitation, to: (i) (A) provide updated financial and all structural or other information with respect changes to the PropertiesLoan, modifications to any documents evidencing or securing the business operated at the PropertiesLoan, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations delivery of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel reasonably acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lendersuch other purchasers, any prospective purchaser of the Loan participants or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which investors may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, ; provided, however, that Borrower the Company shall not be required to modify any documents evidencing or amend any securing the Loan Document if such modification or amendment which would modify (Ai) change the interest raterate payable under the Note, (ii) the stated maturity or of the Note, (iii) the amortization of principal as set forth herein or in of the Note, or (Biv) modify or amend any other material economic term terms or covenants of the Loan; (vi) . The Company shall provide any additional financial statements such information and documents relating to the Company, the Mortgaged Property and the Tenant as Mortgagee shall reasonably request. The Company 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 information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIdisclosure documents.

Cooperation. If requested by Lenderthe managing underwriter in a Purchaser Qualified IPO or Alipay Qualified IPO, Borrower as applicable, following the Issuance Closing, the Seller shall, assist Lender and shall cause its Subsidiaries to, agree not to effect any transfer of Equity Securities of the Purchaser or Alipay, as applicable, other than as part of the Purchaser Qualified IPO or Alipay Qualified IPO, as applicable, during a lock-up period for the longer of (i) any statutory lock-up period and (ii) a period that the managing underwriter reasonably determines to be customary for major stockholders in satisfying a large initial public offering after consultation with the market standards to which Lender customarily adheres or which may be reasonably required Seller; provided, that in the marketplace case of clause (ii), such lock-up period is not longer than, and shall expire no later than the expiration of, any lock-up period required to be agreed to by any other seller of Equity Securities of the Purchaser or by Alipay, as applicable, in the Rating Agencies offering (including any management seller) that is expected to sell shares constituting more than 20% of the aggregate shares to be offered in the offering. If the Seller or any of its Subsidiaries is selling equity interests in the Purchaser Qualified IPO or Alipay Qualified IPO, as applicable, the Seller and such Subsidiaries shall enter into customary underwriting and other agreements and documentation in connection with such offering on terms substantially similar to those applicable to the Purchaser or Alipay, as applicable, and furnish to the Purchaser or Alipay, as applicable, such information regarding the Seller and the Seller Designated Investment Entity and their intended method of distribution of the equity interests to be sold as the Purchaser may from time to time reasonably request in order to comply with the Purchaser’s obligations under all applicable securities and other Laws and to ensure that the prospectus or other offering documents conform to applicable securities and other Laws. If the Seller or any Secondary Market Transactionsof its Subsidiaries is selling equity interests in the Purchaser Qualified IPO or Alipay Qualified IPO, the Purchaser shall fully cooperate with the marketing of the equity interests to be sold in the offering, including the equity interests to be sold by the Seller and its Subsidiaries, including, without limitationat the recommendation or request of the managing underwriter, to: (i) (A) provide updated financial making its officers available to participate in “road show,” “one on one” and other information with respect to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of customary marketing activities in such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, locations as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required recommended by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agenciesmanaging underwriter. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all All costs and expenses associated with this ARTICLE XIIincurred by the Purchaser or Alipay in the Purchaser Qualified IPO or Alipay Qualified IPO shall be borne by the Purchaser or Alipay, as applicable.

Cooperation. If requested by LenderFor as long as any such Trademarks are licensed hereunder, Borrower shall, assist Lender the Parties shall fully cooperate with each other in satisfying the market standards their efforts to which Lender customarily adheres or which may be reasonably required maintain and enforce Spinco’s rights in the marketplace or Spinco Group Licensed Trademarks; provided that all reasonable, documented costs and expenses incurred by WDC and its Affiliates and sublicensees in fulfilling its and their obligations hereunder shall be borne by WDC, unless otherwise agreed in writing by the Rating Agencies in connection with Parties. With respect to any Secondary Market TransactionsProceeding alleging the infringement, includingdilution, without limitationtarnishment, to: (i) (A) provide updated financial and other information unfair competition or passing off by a third party of, or with respect to the PropertiesSpinco Group Licensed Trademarks, or contesting the business operated at validity of the Properties, Borrower and Spinco Group Licensed Trademarks or the Property Manager, Spinco Group’s ownership thereof (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II'seach a “Spinco Trademark Claim”), property condition reportsSpinco shall have primary responsibility therefor and shall assume, ALTA/ACSMconduct and direct the prosecution and/or defense of such Proceeding, surveys as applicable, utilizing counsel and other due diligence investigations resources of its own choosing; provided that WDC shall, and shall cause its Affiliates and sublicensees to, upon request by Spinco, provide reasonable assistance, including the provision of evidence, witnesses, information, communications, documentation and declarations in furtherance of Spinco’s conduct of the Properties togetherProceeding, if customaryand to make its and their relevant personnel, records and facilities reasonably available in connection with appropriate verification such assistance, each at WDC’s expense. For as long as any such Trademarks are licensed hereunder, each Party will promptly notify the other Party of such updated information through letters its receipt or firsthand knowledge of auditors any active or opinions threatened Spinco Trademark Claim. In addition, WDC and its Affiliates and sublicensees shall promptly notify Spinco of counsel acceptable any third-party acts or other circumstances that come to Lender its and the Rating Agencies; their attention which are reasonably likely to result in a future Spinco Trademark Claim. WDC and its Affiliates and sublicensees shall promptly (i) notify Spinco of any material developments with respect to a Proceeding; and (ii) provide access deliver to Spinco a copy of all pleadings, correspondence and entry to the Properties during normal business hours other material documents respecting a Proceeding. WDC and upon prior notice to Lenderits Affiliates and sublicensees shall not enter into any settlement, any prospective purchaser of the Loan release, waiver, quitclaim or similar disposition of any participation Proceeding or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyanceSpinco Trademark Claim without first obtaining Spinco’s prior written authorization, and true sale any purported agreement or any other opinion customary understanding made by WDC or its Affiliates or sublicensees to such effect in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions absence of such written authorization shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIvoid.

Cooperation. If requested by Lender, Borrower shall, assist Lender in satisfying the market standards to which Lender customarily adheres or which 15.1 Seller has advised Buyer that it may be reasonably required in necessary after the marketplace Close of Escrow for Seller (or by its representatives) to audit the Rating Agencies Records and Plans with respect to the period prior to the Closing Date. In addition, Seller may require access to the such Books and Records in connection with any Secondary Market Transactions, including, without limitation, to: (i) (A) provide updated financial litigation by or against Seller and other information its Affiliates with respect to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to LenderProperty, any prospective purchaser of the Loan tax audit, examination or of any participation challenge or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loansimilar proceeding, the Rating Agencies or any other Person authorized by Lender); calculation of sums payable under Section 5. Accordingly, Buyer hereby: (iiii) use best efforts agrees to provide opinions of counsel, which may be relied upon by Lender, retain the Rating Agencies Records and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies Plans with respect to the Properties period prior to the Closing Date at the Property for a period of seven (7) years after the Close of Escrow or such additional period as may reasonably be requested by Seller; (ii) grants Seller, its Affiliates and Borrower their respective representatives access to the such Records and Plans and the Property after the Close of Escrow, at reasonable times and upon reasonable prior notice, for such purposes; (iii) subject to the rights of guests in guest rooms, tenants under tenant leases, grants Seller, its Affiliates, which counsel and opinions shall be satisfactory their respective representatives access to Lender and the Rating Agencies; Property after the Close of Escrow for the purpose of conducting such inspections and/or testing (ivincluding destructive testing) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information Property as may be required necessary or advisable in connection with any litigation and other proceedings to satisfy all requirements which Seller is a party (provided that Seller shall give Buyer prior notice of the Securities Act (defined below)scope of such inspections and testing) which shall be scheduled for such periods as shall be reasonably agreeable to the parties; 15.1.1 All inspections fees, appraisal fees, engineering fees and other expenses of any kind relating to the inspection of the Property by Seller or Seller's Affiliate will paid for by Seller and/or Seller's Affiliate. 15.1.2 Prior to Seller or Seller's Affiliate's entry on the Property for the purpose of conducting inspections and/or tests, Seller or Seller's Affiliate shall provide Buyer with certificates of insurance from Seller's agents from an insurance carrier and for such risks and policy limits as Seller shall reasonably approve. 15.1.3 Seller agrees to keep the Property free from any liens arising out of or in connection with such testing and inspection. 15.1.4 Seller, shall, at its sole cost and expense, clean up and repair the Property as reasonably necessary, after Seller's or Seller's agents, entry thereon. 15.1.5 Seller shall hold harmless, indemnify and defend Buyer for all losses relating to any action by Seller, its Affiliates and/or agents at or on the Property after the Closing; [and] 15.1.6 Buyer agrees to cooperate with Seller, its Affiliates and their respective representatives in connection with any such litigation or proceedings with respect to the Property, any such tax audit, examination or challenge or similar proceeding, or any such calculation of sums payable under Section 5, said cooperation to be at no material cost or expense to Buyer; and (vii) transfer ownership 15.2 Seller shall cooperate with Buyer in connection with the assignment of Properties all transferable Licenses and Permits to newly formed single-purpose entities acceptable to Lender Buyer and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible application for all costs and expenses associated with this ARTICLE XIIprocurement of replacements of any non-transferable Licenses and Permits.

Cooperation. If requested by LenderMortgagor acknowledges that Mortgagee and its successors and assigns may (a) sell this Mortgage, Borrower shallthe Note and other Loan Documents to one or more investors as a whole loan, assist Lender in satisfying (b) participate the market standards Loan to one or more investors, (c) deposit this Mortgage, the Note and other Loan Documents with a trust, which Lender customarily adheres or which trust may be reasonably required sell certificates to investors evidencing an ownership interest in the marketplace 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"). Mortgagor shall cooperate in good faith with Mortgagee (aa) in effecting any such Secondary Market Transaction and (bb) to implement all requirements imposed by the Rating Agencies Agency involved in connection with any Secondary Market Transactions, Transaction including, without limitation, to: (i) (A) provide updated financial and all structural or other information with respect changes to the PropertiesLoan, modifications to any documents evidencing or securing the business operated at the PropertiesLoan, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations delivery of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access Agency and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any addressing such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties matters as the Rating Agencies Agency may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender; PROVIDED, provided, howeverHOWEVER, that Borrower Mortgagor shall not be required to modify any documents evidencing or amend any securing the Loan Document if such modification or amendment which would modify (Ai) change the interest raterate payable under the Note, (ii) the stated maturity or of the Note, (iii) the amortization of principal as set forth herein or in of the Note, Note or (Biv) modify or amend any other material economic term of the Loan; (vi) . Mortgagor shall provide such information and documents relating to Mortgagor, Guarantor, if any, the Mortgaged Property, the Leases and the tenants thereunder as Mortgagee may reasonably request in connection with a Secondary Market Transaction. Mortgagee shall have the right to provide to prospective investors any additional information in its possession, including, without limitation, financial statements relating to Mortgagor, the Guarantor, if any, the Mortgaged Property and the tenants under the Leases. Mortgagor 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 information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIdisclosure documents.

Cooperation. If requested by Lender, Borrower shall, assist and Guarantor agree to cooperate with Lender in satisfying the market standards (and agree to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies cause their respective officers and representatives to cooperate) in connection with any Secondary Market Transactionstransfer made or any Securities created pursuant to this Article IX, including, without limitation, to: (i) (A) provide updated financial and other information with respect the taking, or refraining from taking, of such action as may be necessary to satisfy all of the Propertiesconditions of any Investor, the business operated at the Properties, Borrower delivery of an estoppel certificate required in accordance with Section 5.1.15 hereof and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and such other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which documents as may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, and the execution of amendments to this Agreement, the Note, the Security Instrument and other Loan Documents and Borrower’s organizational documents as reasonably requested by Lender; provided that the reasonable costs incurred for such cooperation shall be paid by Lender and no changes to the Loan Documents shall be required which will have a material adverse economic impact on Borrower or Guarantor. Borrower shall also furnish and Borrower and Guarantor consent to Lender furnishing to such Investors or prospective Investors or any Rating Agency any and all information concerning the Property, the Leases, the financial condition of Borrower and Guarantor as may be requested by Lender, any Investor, any prospective Investor or any Rating Agency in connection with any sale, transfer or participations or Securities and Borrower (i) shall indemnify the Indemnified Parties against, and hold the Indemnified Parties harmless from, any losses, claims, damages or liabilities (collectively, the “Liabilities”) to which any such Indemnified Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a Disclosure Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in the Disclosure Document or necessary in order to make the statements in the Disclosure Document, in light of the circumstances under which they were made, not misleading and (ii) agrees to reimburse the Indemnified Parties for any reasonable legal or other expenses reasonably incurred by each of them in connection with investigating or defending the Liabilities; provided, however, that Borrower shall not will be required liable in any such case under this Section 9.2 only to modify the extent that any such loss, claim, damage or amend liability arises out of or is based upon any Loan such untrue statement or omission made therein in reliance upon and in conformity with information furnished to Lender by or on behalf of Borrower in connection with the preparation of the Disclosure Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in connection with the Note, underwriting or (B) modify or amend any other material economic term closing of the Loan; (vi) provide any additional , including, without limitation, financial statements or other information as of Borrower, operating statements and rent rolls with respect to the Property. This indemnity agreement will be in addition to any liability which Borrower may be required to satisfy all requirements otherwise have and shall survive the termination of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender Security Instrument and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by satisfaction and discharge of the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIDebt.

Cooperation. If requested At the request of the holder of the Note and, to the extent not already required to be provided by LenderBorrower under this Agreement, Borrower shall, assist Lender in satisfying and Borrower Principal shall use reasonable efforts to provide updates of the market standards information (i) delivered by Borrower under Section 3.20 hereof or (ii) required to which Lender customarily adheres or which may be reasonably required in the marketplace or delivered by the Rating Agencies in connection with any Secondary Market TransactionsBorrower under Article 5 hereof, including, without limitation, to: (i) (Aa) provide updated financial financial, budget and other information with respect to the PropertiesProperty, the business operated at the PropertiesBorrower, Borrower Principal and the Property Manager, Manager (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations all of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable foregoing being referred to Lender and as the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender"PROVIDED INFORMATION"); (iiib) use best efforts make changes to provide opinions the organizational documents of counselBorrower, any SPE Component Entity and their respective principals; (c) at Borrower's expense, cause counsel to render or update existing opinion letters as to enforceability and non-consolidation, which may be relied upon by Lenderthe holder of the Note, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, dated as of the closing date of the Secondary Market Transaction Securitization; (d) at Lender's sole cost and expense, permit site inspections in accordance with the "SECONDARY MARKET CLOSING DATE")terms of this Agreement, representations appraisals, market studies and warranties made in other due diligence investigations of the Loan Documents and such additional representations and warranties Property, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may reasonably requirebe necessary or appropriate in connection with the Securitization; (ve) intentionally deleted; (f) execute such amendments to the Loan Documents and Borrower's organizational documents reasonably as may be requested by Lenderthe holder of the Note or the Rating Agencies or otherwise to effect the Securitization including, without limitation, bifurcation of the Loan into two or more components and/or separate notes and/or creating a senior/subordinate note structure; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (Ai) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, except in connection with a bifurcation of the Loan 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, or (Bii) in the reasonable judgment of Borrower, modify or amend any other material economic term of the Loan, or (iii) in the reasonable judgment of Borrower, materially increase Borrower's obligations and liabilities under the Loan Documents; (vig) provide deliver to Lender and/or any additional financial statements Rating Agency one or other information more certificates executed by an officer of Borrower certifying as may to the accuracy, as of the closing date of the Securitization, of all representations made by Borrower in the Loan Documents as of the Closing Date or, if such representations are no longer accurate, certifying as to what modifications to the representations would be required to satisfy all requirements make such representations accurate as of the closing date of the Securitization; (h) have reasonably appropriate personnel participate in a bank meeting and/or presentation for the Rating Agencies or Investors; (i) cooperate with and assist Lender in obtaining ratings of the Securities Act from two (defined below)2) or more of the Rating Agencies; and (viij) transfer ownership if required by any Rating Agency, deliver, at Borrower's sole cost and expense and within fifteen (15) Business Days of Properties Lender's request therefore, (1) opinions relating to newly formed single-purpose entities certain aspects of federal and Delaware law and Borrower's status as a single member Delaware limited liability company thereunder and (2) an Insolvency Opinion, which such opinions shall be given by a law firm acceptable to Lender such Rating Agency and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may shall otherwise be agreed upon in form and substance acceptable to such Rating Agency. Lender hereby acknowledges that Borrower may deliver such opinions in one consolidated opinion that, together with the Loan, addresses other Loans (made by Lender) relating to Affiliates of Borrower, provided that such opinion adequately identifies Borrower, the Property and other applicable matters relating to the Loan. In addition, Borrower shall make any changes to its organizational documents to the extent required in connection with the issuance of such opinions, provided that such changes shall not result in an adverse economic effect to Borrower. All reasonable third party costs and expenses incurred by Borrower in writing, connection with Borrower's complying with requests made under this Section 13.4 shall be paid by Borrower. Lender shall be responsible for all of its out-of-pocket costs in connection with a securitization. In the event that Borrower requests any consent or approval hereunder and the provisions of this Agreement or any Loan Documents require the receipt of written confirmation from each Rating Agency with respect to the rating on the Securities, or, in accordance with the terms of the transaction documents relating to a Securitization, such a rating confirmation is required in order for the consent of Lender to be given, Borrower shall pay all of the costs and expenses associated of Lender, Lender's servicer and each Rating Agency in connection therewith, and, if applicable, shall pay any fees imposed by any Rating Agency as a condition to the delivery of such confirmation. Lender agrees, upon request, to use commercially reasonable efforts to cooperate with this ARTICLE XIIBorrower and to facilitate Borrower's efforts to obtain any such rating confirmation as required hereunder, which cooperation shall include supplying the Rating Agencies with copies of reports, documents and other information and materials provided to Lender by Borrower, provided however, that in no event shall (1) Lender be required to incur any costs or expenses (other than de minimus costs or expenses) in connection with such cooperation or (2) Lender's agreement hereunder to cooperate with Borrower in obtaining a rating confirmation obligate Lender to institute (or threaten to institute) or participate in (or threaten to participate in) any litigation, suits, or proceedings at law or in equity against any Rating Agency in connection with Borrower's efforts to obtain such rating confirmation.

Cooperation. If requested Guarantor acknowledges that Lender and its successors and assigns may (a) sell this Guaranty, the Note and the other Loan Documents to one or more investors as a whole loan, (b) participate the Loan secured by Lenderthis Guaranty to one or more investors, Borrower shall(c) deposit this Guaranty, assist 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 one or more interests therein to investors (the transactions referred to in clauses (a) through (d) are hereinafter each referred to as “Secondary Market Transactions”). Guarantor shall cooperate with Lender in satisfying the market standards effecting any such Secondary Market Transaction and shall cooperate to which Lender customarily adheres or which may be reasonably required implement all requirements imposed by any Rating Agency involved in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, including, without limitation, to: (i) (A) provide updated financial and other information with respect to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, Transaction; provided, however, that Borrower Guarantor shall not be required to bear any increased risk or incur any liability or cost as a result of such cooperation and shall not be required to modify or amend any Loan Document this Guaranty if such modification or amendment would (Ai) change the interest ratehave a material adverse economic effect on Guarantor, the stated maturity or the amortization of principal as set forth herein or in the Note, or (Bii) modify or amend any other material economic term of this Guaranty, or (iii) otherwise materially increase the Loan; (vi) obligations or decrease the rights of Guarantor pursuant to this Guaranty. Guarantor shall provide such information and documents relating to Guarantor, either Borrower, the Properties, the Collateral, and, to the extent available using commercially reasonable efforts, any additional financial statements or other information as may be required to satisfy all requirements tenants of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable Improvements as Lender may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and the Rating Agenciesoperations that Lender may reasonably request. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible permitted to share all such information with the investment banking firms, Rating Agencies, accounting firms, law firms and other third party advisory firms involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction. It is understood that the information provided by Guarantor to Lender may ultimately be incorporated into the offering documents for the Secondary Market Transaction and that various investors may also see some or all costs of the information. Lender and expenses associated all of the aforesaid third party advisors and professional firms shall be entitled to rely on the information supplied by, or on behalf of, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan in connection with this ARTICLE XIIits marketing for a Secondary Market Transaction, or otherwise as part of its business development.

Cooperation. If requested by Lender(a) Lender intends to make the Loan pursuant to and in accordance with the Loan Documents and the Loan Purchaser intends to purchase the Loan, Borrower in each case, prior to effecting any Securitization Transaction. Borrowers and their Affiliates shall, assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactionsat Lender's cost and expense, including, without limitation, to: (i) (A) provide updated financial reasonable legal fees, cooperate in good faith with the Lender, the Loan Purchaser, any Servicer and other information with respect the Securities and Exchange Commission in effecting such Securitization Transaction, including obtaining Franchise Agreement Letters for the benefit of the Loan Purchaser, and shall cooperate in good faith to implement all requirements imposed by the Rating Agency or any rating agencies including, without limitation, changes to the Properties, the business operated at the Properties, Borrower Loan and the Property Manager, (B) provide updated budgets relating to Loan Documents occasioned by the Properties Securitization Transaction and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations all additional conditions imposed by such rating agencies in connection with any rating of the Properties togetherCertificates, if customaryincluding, with appropriate verification without limitation, delivery of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, addressing such matters as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, ; provided, however, that Borrower Borrowers shall not act as a Depositor or issuer in connection with a Securitization Transaction or be required to modify acquiesce in respect of material modifications to the Loan or amend the Loan Documents, including, without limitation, any Loan Document if such modification modifications (whether material or amendment would not) relating to (Ai) change the interest raterate payable in respect of the Loan, (ii) the stated maturity or Maturity Date, (iii) the amortization of principal as the Loan, (iv) the calculation of Yield Maintenance Premiums or the instances in which such Yield Maintenance Premiums are applicable, (v) the limitations on recourse set forth herein or in the NoteLoan Documents, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements the conditions for release of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly an Individual Property set forth in Section 12.1.12.4 or (vii) the Cash Management Agreement. (b) The Loan Purchaser, at its election, may determine to resell the Loan or as may otherwise be agreed upon by retain title to the Loan instead of implementing the Securitization Transaction. In such event, Borrower shall cooperate in writing, Lender shall be responsible for all costs and expenses associated good faith with this ARTICLE XIIthe Loan Purchaser in connection with effecting any such resale or retention of the Loan.

Cooperation. If Prior to the Effective Time, the Company will use its reasonable best efforts, and will cause each of its Subsidiaries and their respective officers, employees and advisers to use their respective reasonable best efforts, to provide Parent with all cooperation reasonably requested by Lender, Borrower shall, Parent to assist Lender it in satisfying causing the market standards to which Lender customarily adheres or which may be reasonably required conditions in the marketplace Commitment Letter to be satisfied or as is otherwise customary and reasonably requested by the Rating Agencies Parent in connection with the Financing and any Secondary Market Transactionsrelated Takeout Financing, including, without limitation, including using reasonable best efforts to: (i) as promptly as practicable (A) furnish Parent with such pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent to the extent that such information is required in connection with the Commitment Letter and (B) inform Parent if the chief executive officer, chief financial officer, treasurer or controller of the Company or any member of the Board of Directors of the Company shall have knowledge of any facts as a result of which a restatement of any financial statements to comply with GAAP is probable or under consideration; (ii) upon reasonable prior notice, participate in a reasonable number of meetings, conference calls, presentations and roadshows with prospective lenders and investors, due diligence sessions (including accounting due diligence sessions), drafting sessions and sessions with the ratings agencies otherwise cooperate with the marketing efforts for any of the Financing or Takeout Financing and assist Parent in obtaining ratings as contemplated by the Commitment Letter (including using reasonable best efforts to cause the syndication of the Financing to benefit from the existing banking relationships of the Company); (iii) reasonably assist Parent and the Financing Sources with the preparation of any bank information memoranda, lender presentations, investor presentations, offering documents, rating agency presentations and similar documents required in connection with the Financing or any Takeout Financing; (iv) assist Parent with the preparation of pro forma financial information and pro forma financial statements to the extent necessary to be included in any “Offering Document” specified in paragraph 13 of Exhibit D of the Commitment Letter or to satisfy the condition in paragraph 7 of Exhibit D of the Commitment Letter or to the extent necessary to be included in any offering memorandum or prospectus to be used in connection with any Takeout Financing, it being agreed that the Company and its Subsidiaries will not be required to provide updated any information or assistance relating to (I) the proposed aggregate amount of any debt and/or equity financing, together with assumed interest rates, dividends (if any) and fees and expenses relating to the incurrence of such debt or equity financing, (II) any financial information related to Parent or any of its Subsidiaries or any pro forma adjustments, or (III) any other Excluded Information; (v) request and facilitate its independent auditors to (A) provide, consistent with customary practice, (I) customary auditor consents (including consents of accountants for use of their reports in any materials (including any registration statement) relating to the Financing or any Takeout Financing) and customary comfort letters (including “negative assurance” comfort and change period comfort) with respect to financial information relating to the Company and its Subsidiaries as reasonably requested by Parent and as customary for financings similar to the Financing (including any offering or private placement of debt securities pursuant to Rule 144A under the Securities Act) or any Takeout Financing (the consents and comfort letters referred to in this subclause “(I)”, the “Audit Support Materials”) and (II) reasonable assistance to Parent in connection with the Parent’s preparation of pro forma financial statements and information and (B) upon reasonable prior notice attend a reasonable number of accounting due diligence sessions and drafting sessions; (vi) furnish Parent and any Financing Sources promptly, and in any event at least four (4) Business Days prior to the Closing Date, with all necessary documentation and other information with respect to the Properties, the business operated at the Properties, Borrower Company and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or its Subsidiaries required by the Rating Agencies any governmental authority with respect to the Properties Financing or any Takeout Financing under applicable “know your customer” and Borrower anti-money laundering rules and Affiliatesregulations, which counsel and opinions shall be satisfactory including the USA PATRIOT Act of 2001, as amended, to Lender and the Rating Agenciesextent requested by Parent in writing at least nine (9) Business Days prior to the expected Closing Date, including a Beneficial Ownership Certification as defined in 31 C.F.R. §1010.230; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (vvii) execute amendments to the Loan Documents and Borrower's organizational deliver any guarantee, pledge and security documents, other definitive financing documents and other certificates or documents as may be reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity Parent or the amortization Financing Sources (including a certificate of principal as the chief financial officer of the Company with respect to solvency matters in the form set forth herein or in the Note, or (B) modify or amend any other material economic term Annex I to Exhibit D of the Loan; (viCommitment Letter) provide any additional financial statements or other information as may be required to satisfy all requirements and otherwise reasonably facilitate the pledging of collateral and the granting of security interests in respect of the Securities Act (defined below)Financing or any Takeout Financing, it being agreed that such documents will not take effect until the Effective Time; and (viiviii) transfer to the extent required under the Commitment Letter, provide customary authorization letters to the Financing Sources authorizing the distribution of Company-provided information about the Company or any of its Subsidiaries to Financing Sources or prospective lenders and investors and containing a customary representation to the Financing Sources as contemplated by the Commitment Letter, including a representation that the public side versions of such documents do not include material non-public information about the Company or any of its Subsidiaries or their securities and a customary 10b-5 representation by the Company with respect to the accuracy of any information about the Company and its Subsidiaries contained in the disclosure and marketing materials related to the Financing and which, in each case, was provided by the Company and its Subsidiaries; provided that, notwithstanding the foregoing, nothing in this Section 7.11(a) will require the Company to provide (or be deemed to require the Company to prepare) any (1) pro forma financial statements, (2) information regarding any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other post-Closing or pro forma adjustments or assumptions desired to be incorporated into any information used in connection with any financing of Properties to newly formed single-purpose entities acceptable to Lender and Parent or its Affiliates, including the Rating Agencies. Except as expressly set forth in Section 12.1.1Financing and/or any Takeout Financing, (3) description of all or any portion of any financing of Parent or its Affiliates, including the Financing and/or any Takeout Financing, including any “description of notes”, or as may otherwise be agreed upon other information customarily provided by the Borrower Lenders or their counsel, (4) projections, risk factors or other forward-looking statements relating to all or any component of any financing of Parent or its Affiliates, including the Financing and/or any Takeout Financing, (5) other information required by Rules 3-09, 3-10 or 3-16 of Regulation S-X under the Securities Act, any Compensation Discussion and Analysis or other information required by Item 402 of Regulation S-K under the Securities Act or any other information customarily excluded from an offering memorandum for private placements of non-convertible high-yield debt securities under Rule 144A promulgated under the Securities Act, (6) financial statements other than those required to be delivered pursuant to clause (i) of the definition of Required Financial Information, or (7) financial information concerning the Company or its Subsidiaries that the Company does not maintain in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIthe ordinary course of business (the foregoing clauses (1) through (7) above are referred herein as “Excluded Information”).

Cooperation. If requested by Lender(a) Borrower acknowledges that Lender may (i) sell, Borrower shalltransfer or assign this Loan Agreement, assist Lender the Note and Security Documents to a trust or to one or more investors as a whole loan in satisfying the market standards to which Lender customarily adheres a rated or which may be reasonably required unrated public offering or private placement; (ii) grant participation interests in the marketplace Loan to one or more investors in a rated or unrated public offering or private placement; (iii) deposit this Loan Agreement, the Note and Security Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets in a rated or unrated public offering or private placement; or (iv) otherwise sell the Loan or interests therein to investors in a rated or unrated public offering or private placement (the transactions referred to in clauses (i) through (iv) are hereinafter referred to as “Secondary Market Transactions”). Borrower shall cooperate in good faith with Lender (but shall not be obligated to incur any out-of-pocket expense) to effect any such Secondary Market Transaction and to implement all requirements imposed by the Rating Agencies any NRSRO involved in connection with any Secondary Market TransactionsTransaction, including, without limitation, to: (i) (A) provide updated making available to Lender all readily available information concerning Borrower’s business and operations which Lender may reasonably request, including financial and other information with respect to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties Mortgaged Property and such other information and documents relating to Borrower, Tenant, the Lease or any Mortgaged Property as Lender may reasonably request; (Cii) provide updated at Lender’s cost and expense and subject to the rights of Tenant, performing or permitting or causing to be performed or permitted such site inspections, appraisals, market studies, environmental reviews and reports (Phase I's ’s and, if appropriate, Phase II's’s, subject to the provisions of the Lease), property condition reports, ALTA/ACSM, surveys engineering reports and other due diligence investigations of any Mortgaged Property, as Lender may request or as may be necessary or appropriate in connection with the Properties togetherSecondary Market Transaction; and (iii) at Lender’s cost and expense making all structural or other changes to the Loan, if customarymodifying any documents evidencing or securing the Loan, with appropriate verification modifying the organizational documents of such updated information through letters Borrower, using reasonable efforts to cause the modification of auditors or the Lease, delivering opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and addressing such additional representations and warranties matters as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, ; provided, however, that Borrower shall will not be required to modify the amortization schedule of the Loan, alter Borrower’s contingent liabilities, alter the Rents payable under the Lease, alter the Termination Value computed pursuant to Schedule C of the Lease or amend modify any term of the Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or adversely affect Borrower in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may respect nor be required to satisfy all requirements modify the provisions of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1Article 5, or as may otherwise be agreed upon by the Borrower in writingSections 9.01, Lender shall be responsible for all costs and expenses associated with this ARTICLE XII.Section 12.12 or Section 12.13

Cooperation. If requested by Lender, Borrower shall, assist and Guarantor agree to cooperate with Lender in satisfying the market standards (and agree to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies cause their respective officers and representatives to cooperate) in connection with any Secondary Market Transactionstransfer made or any Securities created pursuant to this Article IX, including, without limitation, to: (i) (A) provide updated financial and other information with respect the taking, or refraining from taking, of such action as may be necessary to satisfy all of the Propertiesconditions of any Investor, the business operated at the Properties, Borrower delivery of an estoppel certificate required in accordance with Section 5.1.15 hereof and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and such other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which documents as may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, and the execution of amendments to this Agreement, the Note, the Security Instruments and other Loan Documents and Borrower’s organizational documents as reasonably requested by Lender; provided that the reasonable costs incurred for such cooperation shall be paid by Lender and no changes to the Loan Documents shall be required which will have a material adverse economic impact on Borrower or Guarantor. Borrower shall also furnish and Borrower and Guarantor consent to Lender furnishing to such Investors or prospective Investors or any Rating Agency any and all information concerning the Properties or any Property, the Leases, the financial condition of Borrower and Guarantor as may be requested by Lender, any Investor, any prospective Investor or any Rating Agency in connection with any sale, transfer or Participations or Securities and shall indemnify the Indemnified Parties against, and hold the Indemnified Parties harmless from, any losses, claims, damages or liabilities (collectively, the “Liabilities”) to which any such Indemnified Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a Disclosure Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in the Disclosure Document or necessary in order to make the statements in the Disclosure Document, in light of the circumstances under which they were made, not misleading and agreeing to reimburse the Indemnified Parties for any legal or other expenses reasonably incurred by each of them in connection with investigating or defending the Liabilities; provided, however, that Borrower shall not will be required liable in any such case under this Section 9.2 only to modify the extent that any such loss, claim, damage or amend liability arises out of or is based upon any Loan such untrue statement or omission made therein in reliance upon and in conformity with information furnished to Lender by or on behalf of Borrower in connection with the preparation of the Disclosure Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in connection with the Note, underwriting or (B) modify or amend any other material economic term closing of the Loan; (vi) provide any additional , including, without limitation, financial statements of Borrower, operating statements and rent rolls with respect to the Properties or other information as any Property. This indemnity agreement will be in addition to any liability which Borrower may be required to satisfy all requirements otherwise have and shall survive the termination of any Security Instrument and the satisfaction and discharge of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIDebt.

Cooperation. If requested Guarantor acknowledges that Lender and its successors and assigns may (a) sell this Guaranty, the Note and other Loan Documents to one or more investors as a whole loan, (b) participate the Loan secured by Lenderthis Guaranty to one or more investors, Borrower shall(c) deposit this Guaranty, assist the Note and 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 one or more interests therein to investors (the transactions referred to in clauses (a) through (d) are hereinafter each referred to as “Secondary Market Transactions”). Guarantor shall cooperate with Lender in satisfying the market standards effecting any such Secondary Market Transaction and shall cooperate to which Lender customarily adheres or which may be reasonably required implement all requirements imposed by any Rating Agency involved in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, including, without limitation, to: (i) (A) provide updated financial and other information with respect to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, Transaction; provided, however, that Borrower Guarantor shall not be required to bear any increased risk or incur any liability or cost as a result of such cooperation and shall not be required to modify or amend any Loan Document this Guaranty if such modification or amendment would (Ai) change the interest ratehave a material adverse economic effect on Guarantor, the stated maturity or the amortization of principal as set forth herein or in the Note, or (Bii) modify or amend any other material economic term of this Guaranty , or (iii) otherwise materially increase the Loan; (vi) obligations or decrease the rights of Guarantor pursuant to this Guaranty. Guarantor shall provide such information and documents relating to Guarantor, Borrower, the Property and, to the extent available using commercially reasonable efforts, any additional financial statements or other information as may be required to satisfy all requirements tenants of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable Improvements as Lender may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and the Rating Agenciesoperations that Lender may reasonably request. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible permitted to share all such information with the investment banking firms, Rating Agencies, accounting firms, law firms and other third party advisory firms involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction. It is understood that the information provided by Guarantor to Lender may ultimately be incorporated into the offering documents for the Secondary Market Transaction and that various investors may also see some or all costs of the information. Lender and expenses associated all of the aforesaid third party advisors and professional firms shall be entitled to rely on the information supplied by, or on behalf of, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan in connection with this ARTICLE XIIits marketing for a Secondary Market Transaction, or otherwise as part of its business development.

Cooperation. If requested by Lender(a) From and after the Closing, Borrower at Buyer’s reasonable request, Parent and Seller shall, assist Lender and shall cause their respective Affiliates to, cooperate with Buyer and its Affiliates to effect the release of the Liens established under the Master Trust Documents, including by executing and acknowledging, and delivering to Buyer, the Acquired Companies and Newco, such instruments as are reasonably required by Buyer, or any title company of Buyer, to satisfy and discharge of record such Liens. (b) If, after the Closing, Parent, Seller or any of their respective Affiliates or agents receives any rents from a tenant under a Lessor Lease related to a period after the Closing or sales proceeds under any Acquisition Contract related to a period after the Closing, Parent shall cause such amounts, to the extent not accounted for in satisfying the market standards Closing Date Statement or the Final Adjustment Statement, as applicable, to which Lender customarily adheres be held in trust and promptly disbursed to Buyer by wire transfer of immediately available funds pursuant to instructions furnished by Buyer. (c) Notwithstanding anything herein to the contrary, (i) if, after the Closing, (x) Parent, Seller or which any of their respective Affiliates or agents or (y) Buyer or any of its Affiliates or agents, receives any past due rents or receivables from or on behalf of a tenant under a Lessor Lease attributable to the thirty (30) day period preceding the Closing Date, such amounts (“Parent Pre-Closing Rent Amounts”), if received by Parent, Seller or any of their respective Affiliates or agents may be reasonably required retained by them on account of past due rents or receivables, and if received by Buyer or any of its Affiliates or agents shall be held in trust and promptly disbursed to Parent by wire transfer of immediately available funds pursuant to instructions furnished by Parent; and (ii) if, after the marketplace Closing, (x) Parent, Seller or by any of their respective Affiliates or agents or (y) Buyer or any of its Affiliates or agents, receives any past due rents or receivables from or on behalf of a tenant under a Lessor Lease that were owed to an Acquired Company as of the Rating Agencies in connection with any Secondary Market TransactionsReference Time (other than Parent Pre-Closing Rent Amounts), including, without limitation, to:any past rents or receivables attributable to a period more than thirty (30) days prior to the Closing Date, such amounts (other than Parent Pre-Closing Rent Amounts) if received by Buyer or any of its Affiliates or agents may be retained by them, and if received by Parent, Seller or any of their respective Affiliates or agents shall be held in trust and promptly disbursed to Buyer by wire transfer of immediately available funds pursuant to instructions furnished by Buyer. For the avoidance of doubt, none of Parent, Seller or their respective Affiliates shall receive a credit against the Closing Payment Amount for any such amounts paid to or retained in accordance with the foregoing. (id) Whether or not the Property Transfer is consummated pursuant to the Property Transfer Agreement, Buyer and Newco agree that each of the Flying J Loan Repayment Amount and the Burger King Loan Repayment Amount (Aeach as defined in the Property Transfer Agreement) shall be deemed repaid in full as of Closing and, as promptly as practicable after the Closing, Buyer and Newco shall cause the applicable Acquired Company to take all necessary action to document the Flying J Loan Repayment Amount and the Burger King Loan Repayment Amount (each as defined in the Property Transfer Agreement) and effectuate the termination and release of the mortgages listed on Exhibits B and G of the Property Transfer Agreement. (e) In connection with the transactions contemplated by this Agreement and the Property Transfer Agreement, the Parties agree that they will cooperate to obtain, and to cause the Acquired Companies to provide, terminations and releases from all applicable parties of all obligations, liabilities and claims under the Master Trust Transaction Documents in connection with the Closing. In connection therewith, each Party shall do and perform, or cause to be done and performed, all such acts and things, and shall execute and deliver all such agreements, certificates, instruments and documents as the Parties may reasonably request in order to implement such terminations and releases. (f) From and after the Closing, as reasonably requested by Buyer, Parent and Seller shall, and shall cause their respective Affiliates to, cooperate with Buyer and its Affiliates to either vest fee simple or leasehold title (as applicable) to the Acquired Company Properties, or confirm that fee simple or leasehold title (as applicable) to the Acquired Company Properties is vested, in the applicable Acquired Company, free and clear of all Liens, other than Permitted Liens, including by executing and acknowledging, and delivering to Buyer, the Acquired Companies and Newco, such deeds or other instruments as are reasonably required by Buyer, or any title company of Buyer, in connection therewith. (g) At and after the Closing, each of Seller and Parent will cooperate with Buyer to provide updated financial contact and other information with respect in their possession as is reasonably necessary to permit Buyer to deliver notices to tenants under any Lessor Leases or ground lessors under any Lessee Leases to reflect the Properties, new ownership of the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Acquired Company Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations to facilitate any changes in payment of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIrents.

Cooperation. If requested by LenderBorrower acknowledges that Lender and its successors and assigns may (a) sell this Agreement, the Mortgage, the Note, the other Loan Documents, and the Environmental Indemnity Agreement, and any and all servicing rights thereto to one or more investors as a whole loan, (b) participate the Loan to one or more investors, (c) deposit this Agreement, the Note, other Loan Documents, and the Environmental Indemnity Agreement 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 each referred to as “Secondary Market Transaction”). Borrower shall, assist shall cooperate with Lender in satisfying effecting any such Secondary Market Transaction and shall cooperate to implement all requirements imposed by any Rating Agency involved in any Secondary Market Transaction. Borrower shall provide such information, legal opinions and documents relating to the market standards to which Borrower, the Project and any tenants of the Project as Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies request in connection with any such Secondary Market Transactions, including, without limitation, to: (i) (A) provide updated financial and other information with respect to the Properties, the business operated Transaction at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or no third party professional expense unless otherwise required by the Rating Agencies with respect Loan Documents. In addition, Borrower shall make available to the Properties Lender all information concerning its business and Borrower and Affiliates, which counsel and opinions operations that Lender may reasonably request. Lender shall be satisfactory permitted to share all such information with the investment banking firms, Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction. It is understood that the information provided by Borrower to Lender and may ultimately be incorporated into the Rating Agencies; (iv) provide updated, as of the closing date of offering documents for the Secondary Market Transaction (and thus various investors may also see some or all of the "SECONDARY MARKET CLOSING DATE")information. Lender and all of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied by, representations or on behalf of, Borrower and warranties made Borrower indemnifies Lender as to any losses, claims, damages or liabilities that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such information or arise out of or are based upon the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments omission or alleged omission to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be state therein a material fact required to modify be stated in such information or amend any Loan Document if necessary in order to make the statements in such modification or amendment would (A) change the interest rateinformation, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term light of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1circumstances under which they were made, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIInot misleading.

Cooperation. If requested Subject to the terms of Section 13.8 hereof, at the request of the holder of the Note and, to the extent not already required to be provided by LenderBorrower under this Agreement, Borrower shall, assist Lender and shall cause Mortgage Borrower to, use reasonable efforts to provide information not in satisfying the possession of the holder of the Note in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market TransactionsSecuritization, including, without limitation, to: (i) (Aa) provide updated financial financial, budget and other information with respect to the PropertiesCollateral, the business operated at the Properties, Borrower, Mortgage Borrower and the Property Manager, (B) Guarantor and provide updated budgets relating modifications and/or updates to the Properties and (C) provide updated appraisals, market studies, environmental reviews and reports (Phase I's I reports and, if appropriate, Phase II's), property condition II reports, ALTA/ACSM, surveys ) and other due diligence investigations engineering reports of the Properties obtained in connection with the making of the Loan (all of the foregoing being referred to as the “Provided Information”), together, if customary, with appropriate verification and/or consents of such updated information the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (iib) provide access and entry make changes to the Properties during normal business hours and upon prior notice to Lenderspecial purpose entity provisions of the organizational documents of Borrower, Mortgage Borrower, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender)SPE Component Entity and their respective principals; (iiic) use best efforts cause counsel to provide opinions of counselrender or update existing opinion letters as to enforceability and non-consolidation, and a 10b-5 comfort letter, which may be relied upon by Lenderthe holder of the Note, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, dated as of the closing date of the Secondary Market Transaction Securitization; (d) permit site inspections, appraisals, market studies and other due diligence investigations of the "SECONDARY MARKET CLOSING DATE")Properties, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization; (e) make the representations and warranties with respect to the Properties, the Collateral, Borrower, Mortgage Borrower, Guarantor and the Loan Documents as are made in the Loan Documents and such additional other representations and warranties as may be reasonably requested by the holder of the Note or the Rating Agencies may reasonably requireAgencies; (vf) execute such amendments to the Loan Documents and Borrower's organizational documents reasonably as may be requested by Lenderthe holder of the Note or the Rating Agencies or otherwise to effect the Securitization including, without limitation, bifurcation of the Loan into two or more components and/or separate notes and/or creating a pari passu or senior/subordinate note structure (a “Loan Bifurcation”); provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (Ai) change the interest rate, the stated maturity maturity, the aggregate principal balance of the Loan or the amortization of principal as set forth herein or in the Note, except in connection with a Loan Bifurcation which may result in varying fixed interest rates, principal balances and amortization schedules on the components/notes, but which components shall have the same weighted average interest rate as the original Note prior to the Loan Bifurcation as well as the same aggregate principal balance and weighted amortization schedule except following an Event of Default or following any prepayment (Bwhether resulting from the application of Net Proceeds after a Casualty or Condemnation or otherwise) of any portion of the principal amount of the Loan, (ii) modify or amend any other material economic term of the Loan, or (iii) otherwise increase the obligations or decrease the rights of Borrower under the Loan Documents; (vig) provide deliver to Lender and/or any additional financial statements Rating Agency, (i) one or other information more certificates executed by an officer of Borrower certifying as may to the accuracy, as of the closing date of the Securitization, of all representations made by Borrower in the Loan Documents as of the Closing Date in all relevant jurisdictions or, if such representations are no longer accurate, certifying as to what modifications to the representations would be required to satisfy make such representations accurate as of the closing date of the Securitization, and (ii) certificates of the relevant Governmental Authorities in all requirements relevant jurisdictions indicating the good standing and qualification of Borrower as of the date of the closing date of the Securitization; (h) have reasonably appropriate personnel participate in a bank meeting and/or presentation for the Rating Agencies or Investors; (i) cooperate with and assist Lender in obtaining ratings of the Securities Act from two (defined below)2) or more of the Rating Agencies; (j) supply to Lender such documentation, financial statements and reports in form and substance required for Lender to comply with Regulations S-X and AB of the federal securities laws, if applicable; and (viik) transfer ownership upon Lender’s modification of Properties the Selected Day pursuant to newly formed single-purpose entities acceptable the terms of Section 2.4(e) above, Borrower shall promptly deliver to Lender such modifications to the Interest Rate Cap Agreement and the Rating Agencies. Except Collateral Assignment of Interest Rate Cap reasonably required by Lender as expressly set forth result of such designation Other than cost and expenses of attorneys, accountants and other professionals engaged by Borrower or its Affiliates, Borrower shall not be obligated to incur any material cost or expense in connection with complying with requests made under this Section 12.1.113.4; provided, or as may otherwise be agreed upon by however, any modifications and/or updates to the Borrower appraisals, market studies, environmental reviews and reports (Phase I reports and, if appropriate, Phase II reports) and engineering reports of the Properties obtained in writing, Lender connection with the making of the Loan shall be responsible for all costs at Lender’s cost and expenses associated with this ARTICLE XIIexpense.

Cooperation. If requested by Lender, Borrower shall, assist agrees to cooperate with Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactionssale or transfer of the Loan or any interest therein or any Securities created pursuant to this Article 13, including, without limitation, to: (ia) (Athe delivery of an estoppel certificate required in accordance with Section 5.12(a) provide updated financial and such other information with respect to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which documents as may be relied upon reasonably requested by Lender, (b) the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as execution of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably as may be requested by Lenderthe holder of the Note or the Rating Agencies or otherwise to effect a Securitization or to satisfy Rating Agency requirements including, without limitation, bifurcation of the Loan into two or more separate notes; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (Ai) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, except in connection with a bifurcation of the Loan which may result in varying fixed interest rates and amortization schedules, but which shall have the same initial weighted average interest rate as the original Note and, other than following a default or in connection with any partial prepayment of principal, whether voluntary or involuntary, their weighted average during the term of the Loan, (Bii) modify or amend any other material economic term of the Loan; , or (viiii) provide increase Borrower's obligations and liabilities or decrease Borrower's rights under the Loan Documents other than to a de minimis extent, and (c) make changes to the organizational documents of Borrower and its principals and/or use its best efforts to cause changes to the legal opinions delivered by Borrower in connection with the Loan, provided, that such changes shall not result in a material adverse economic effect to Borrower. Borrower shall also furnish and Borrower consents to Lender furnishing to such Investors or such prospective Investors or such Rating Agency any additional and all information concerning the Property, the Leases, the financial statements condition of Borrower or other information Guarantor as may be required to satisfy all requirements requested by Lender, any Investor, any prospective Investor or any Rating Agency in connection with any sale or transfer of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, Loan or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIany Participations or Securities.

Cooperation. If requested by LenderEach Borrower acknowledges that subject to the terms and conditions of this Section 11.2, each Lender and its successors and assigns may (a) sell, transfer or assign this Agreement, the Note and the other Loan Documents to one or more investors as whole loan, in rated or unrated public offering or private placement, (b) participate the Loan to one or more investors in rated or unrated public offering or private placement, (c) deposit the Loan Documents with trust which trust may sell certificates to investors evidencing an ownership interest in the trust assets in rated or unrated public offering or private placement, or (d) otherwise sell the Loan or interest therein to investors in rated or unrated public offering or private placement (the transactions referred to in clauses (a) through (d) are hereinafter referred to as “Secondary Market Transactions”). Each Borrower shall, assist shall cooperate in good faith with Administrative Agent and Lender in satisfying the market standards effecting any such Secondary Market Transactions and shall cooperate in good faith to which Lender customarily adheres or which may be implement all requirements reasonably required in the marketplace or imposed by the Rating Agencies participants involved in connection with any Secondary Market Transactions, Transaction (including, without limitation, to: (ian institutional purchaser participant or investor) including, without limitation, (A) provide updated financial and all structural or other information with respect changes to the Properties, the business operated at the Properties, Borrower and the Property ManagerLoan, (B) provide updated budgets relating all modifications to any documents evidencing or securing the Properties and Loan, (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations within 30 days of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors request by Agent or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser (x) the appointment of an Independent Manager for each Borrower and (y) the Loan or delivery of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as including with respect to non-consolidation, fraudulent conveyancereasonably acceptable to such other purchasers, and true sale participants, or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies investors may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, ; provided, however, that Borrower Borrowers shall not be required to modify any documents evidencing or amend any securing the Loan Document if such modification or amendment which would (Ai) change modify the interest raterate payable under the Note, (ii) modify the stated maturity or of the Note, (iii) modify the amortization of principal as set forth herein or in of the Note, or (Biv) modify or amend conflict with any other material economic term terms or covenants of the Loan; , (viv) provide any additional financial statements increase the Borrowers or other information as may be required to satisfy all requirements of Emeritus’ liability or obligations under the Securities Act (defined below); and Loan Documents or (vii) transfer ownership of Properties reduce the Borrowers or Emeritus’ rights under the Loan Documents. The Borrowers shall provide such information and documents relating to newly formed single-purpose entities acceptable to Lender the Borrowers, Emeritus and the Rating AgenciesFacilities. Except as expressly set forth Borrower acknowledges that certain information regarding the Loan, Emeritus and the Facilities may be included in Section 12.1.1, private placement memorandum prospectus or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIother disclosure documents.

Cooperation. If requested by Lenderthe managing underwriter in a Purchaser Qualified IPO or Alipay Qualified IPO, Borrower as applicable, following the earliest occurrence of any Issuance, the Seller shall, assist Lender and shall cause its Subsidiaries to, agree not to effect any transfer of Equity Securities of the Purchaser or Alipay, as applicable, other than as part of the Purchaser Qualified IPO or Alipay Qualified IPO, as applicable, during a lock-up period for the longer of (i) any statutory lock-up period and (ii) a period that the managing underwriter reasonably determines to be customary for major stockholders in satisfying a large initial public offering after consultation with the market standards to which Lender customarily adheres or which may be reasonably required Seller; provided, that in the marketplace case of clause (ii), such lock-up period is not longer than, and shall expire no later than the expiration of, any lock-up period required to be agreed to by any other seller of Equity Securities of the Purchaser or by Alipay, as applicable, in the Rating Agencies offering (including any management seller) that is expected to sell shares constituting more than 20% of the aggregate shares to be offered in the offering. If the Seller or any of its Subsidiaries is selling equity interests in the Purchaser Qualified IPO or Alipay Qualified IPO, as applicable, the Seller and such Subsidiaries shall enter into customary underwriting and other agreements and documentation in connection with such offering on terms substantially similar to those applicable to the Purchaser or Alipay, as applicable, and furnish to the Purchaser or Alipay, as applicable, such information regarding the Seller and its intended method of distribution of the equity interests to be sold as the Purchaser may from time to time reasonably request in order to comply with Purchaser’s obligations under all applicable securities and other Laws and to ensure that the prospectus or other offering documents conform to applicable securities and other Laws. If the Seller or any Secondary Market Transactionsof its Subsidiaries is selling equity interests in the Purchaser Qualified IPO or Alipay Qualified IPO, the Purchaser shall fully cooperate with the marketing of the equity interests to be sold in the offering, including the equity interests to be sold by the Seller and its Subsidiaries, including, without limitationat the recommendation or request of the managing underwriter, to: (i) (A) provide updated financial making its officers available to participate in “road show,” “one on one” and other information with respect to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of customary marketing activities in such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, locations as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required recommended by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agenciesmanaging underwriter. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all All costs and expenses associated with this ARTICLE XIIincurred by the Purchaser or Alipay in the Purchaser Qualified IPO or Alipay Qualified IPO shall be borne by the Purchaser or Alipay, as applicable.

Cooperation. If Prior to the Closing Date, the Company shall use its reasonable best efforts to provide, and cause each of its Subsidiaries and representatives to provide, to Parent and Acquisition Sub such cooperation reasonably requested by Lender, Borrower shall, assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies Parent in connection with any Secondary Market TransactionsFinancing, includingincluding the syndication of any bank financing and any public or private offering of debt and/or equity securities of Parent (including marketing efforts in connection therewith); provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries. Such cooperation shall include using reasonable best efforts to: (a) furnish Parent and Acquisition Sub with all historical financial statements and business and other financial data and information of the Company and its Subsidiaries as may be reasonably requested by Parent in connection with any Financing, without limitationincluding all financial information required by the Financing Sources and all financial statements, to: (i) (A) provide updated financial data, audit reports and other information regarding the Company and its Subsidiaries required by Regulation S-X and Regulation S-K under the Securities Act for an offering of securities of Parent on a registration statement filed with the SEC, in each case, of the type that would permit the Company’s independent auditors to deliver customary “comfort” (including customary “negative assurance” comfort) from independent auditors in connection with such offering which such auditors are prepared to provide upon completion of customary procedures (collectively, the “Required Information”); (b) participate, upon reasonable notice, in meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with any Financing; (c) assist with the preparation of customary materials for rating agency presentations, marketing materials, confidential information memoranda, lender presentations, offering documents and other documents necessary for any Financing; (d) cause its independent auditors to deliver accountants’ comfort letters (including customary negative assurances); (e) cause its independent auditors to deliver customary accountants’ consents to the use of their reports in any material relating to any Financing as reasonably requested by Parent; (f) reasonably cooperate with the due diligence of the arrangers or underwriters of any Financing; (g) execute and deliver customary definitive financing documents to the extent reasonably requested by Parent, including certificates, and other documents, to the extent reasonably requested by Parent; provided that the effectiveness of any definitive documentation executed by the Company or any Company Subsidiary shall be subject to the consummation of the Merger; and (h) deliver at least five (5) days prior to the Closing Date all customary documentation and other information reasonably requested by the Financing Sources at least five (5) days prior to such date that is required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act. The Company hereby consents to the use of its and the its Subsidiaries’ logos in connection with any Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries. The Company will use reasonable best efforts to provide Parent with updates to the Required Information so that marketing materials used in any Financing do not contain any untrue statement of a material fact or omit to state a fact necessary to make the statements contained therein not misleading as a result of a misstatement or omission with respect to the PropertiesRequired Information, other than, in each case, with respect to information supplied by or on behalf of Parent or Acquisition Sub. Notwithstanding any other provision set forth herein, in the Confidentiality Agreement or in any other agreement between the Company and Parent (or its Affiliates), the business operated at Company agrees that Parent and its Affiliates may share information regarding the PropertiesCompany and its Subsidiaries, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies projections with respect to the Properties Company and Borrower its business, with the Financing Sources, and Affiliatesthat Parent, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents its Affiliates and such additional representations Financing Sources may share such information with potential Financing Sources in connection with any marketing efforts in connection with any Financing, provided that the recipients of such information agree to customary confidentiality arrangements. The Company shall have the right to review and warranties as comment on the Rating Agencies may reasonably require; (v) execute amendments portions of such marketing materials relating to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required Company prior to modify the dissemination of such materials to any counterparties to any proposed financing transaction (or amend filing with any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined belowGovernmental Authority); and (vii) transfer ownership provided that the Company shall communicate in writing its comments, if any, to Parent and its counsel within a reasonable period of Properties time under the circumstances and consistent with the time accorded to newly formed single-purpose entities acceptable other participants who were asked to Lender review and the Rating Agenciescomment on such marketing materials. Except as expressly set forth in Section 12.1.1Parent shall promptly, or as may otherwise be agreed upon request by the Borrower in writingCompany, Lender shall be responsible reimburse the Company for all reasonable and documented out-of-pocket costs and expenses associated incurred by the Company or any of its Subsidiaries and their respective representatives in connection with any Financing, including the cooperation of the Company and its Subsidiaries and representatives contemplated by this ARTICLE XIISection 7.17. Parent and Acquisition Sub acknowledge and agree that obtaining any financing is not a condition to the Offer or to the Closing.

Cooperation. If 7.12.1 Prior to the Effective Time, each of Seller and the Company will use its reasonable best efforts, and will cause each of the Company’s Subsidiaries to use its respective reasonable best efforts, to provide Purchaser and Borrower with all cooperation reasonably requested by LenderPurchaser or Borrower to assist them in causing the conditions in the Debt Commitment Letter to be satisfied or as is otherwise reasonably requested by Purchaser or Borrower in connection with obtaining the Debt Financing, including: (a) prior to and during the Marketing Period, participating (and causing senior management and Representatives of the Company to participate) in a reasonable number of meetings, calls, presentations, due diligence sessions (including accounting due diligence sessions), drafting sessions and sessions with rating agencies, otherwise cooperating with the marketing efforts for any of the Debt Financing and assisting Purchaser and Borrower in obtaining updated ratings as contemplated by the Debt Commitment Letter; (b) assisting Purchaser, Borrower shalland the Financing Sources with the timely preparation of customary rating agency presentations, assist Lender bank information memoranda, lender presentations and similar documents required in satisfying connection with the market standards Debt Financing; (c) solely with respect to financial information and data derived from the Company’s historical books and records, assisting Purchaser and Borrower with the preparation of pro forma financial information and pro forma financial statements to the extent necessary or reasonably required by Purchaser, Borrower or the Financing Sources, it being agreed that the Company will not be required to provide any information or assistance relating to (A) the proposed aggregate amount of debt financing, together with assumed interest rates, dividends (if any) and fees and expenses relating to the incurrence of such debt financing; (B) any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any information used in connection with the Debt Financing; or (C) any financial information related to Purchaser or any of its Subsidiaries or any adjustments that are not directly related to the acquisition of the Company by Purchaser; (d) executing and delivering (but not prior to the Closing) any pledge and security documents, guarantees, supplemental indentures, currency or interest hedging arrangements, other definitive financing documents, or other certificates or documents as may be reasonably requested by Purchaser, Borrower or the Financing Sources and otherwise reasonably facilitating the pledging of collateral and the granting of security interests in respect of the Debt Financing, it being understood that such documents will not take effect until the Effective Time; (e) (A) furnishing Purchaser, Borrower, the Financing Sources and their respective Representatives with the Required Financing Information and (B) informing Purchaser and Borrower if the chief executive officer, chief financial officer, treasurer or controller of the Company or any member of the Company Board shall have knowledge of any facts as a result of which Lender customarily adheres a restatement of any financial statements to comply with GAAP is probable; (f) upon reasonable request of Purchaser or Borrower, assisting Purchaser and Borrower to obtain updated customary and reasonable corporate and facilities ratings (but no specific rating), consents, landlord waivers and estoppels, non-disturbance agreements, environmental assessments, that do not unreasonably interfere with the Company’s business and operations, customary legal opinions, surveys and title insurance; (g) (A) deliver notices of prepayment (which may be delivered at Purchaser’s request in advance of the Closing Date so long as they are contingent upon the occurrence of the Closing) within the time periods reasonably requested by Purchaser, in its discretion, as permitted by the First Lien Credit Agreement and the Second Lien Credit Agreement, as applicable, and take any actions at or prior to the Effective Time reasonably requested by Purchaser or Borrower to facilitate any such prepayment (it being understood and agreed that any prepayment is (and shall be) contingent upon the occurrence of the Closing and no actions shall be required which would obligate the Company or its subsidiaries to complete such prepayment prior to the occurrence of the Closing); and (B) arrange for customary payoff letters, lien terminations and instruments and acknowledgements of discharge (the “Debt Payoff Letters”) to be delivered to Purchaser prior to the Closing Date (it being understood and agreed that reasonable best efforts will be used to deliver such documents to Purchaser no later than two (2) Business Days prior to the Closing Date) (with drafts being delivered in advance as reasonably requested by Purchaser), and giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all amounts outstanding under the First Lien Credit Agreement and Second Lien Credit Agreement contemplated by Purchaser to be repaid at the Closing; (h) providing authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a customary representation to the Financing Sources contemplated by the Debt Commitment Letter, including that the public side versions of such documents do not include material non-public information about the Company or its Subsidiaries or their respective securities and the accuracy of the information regarding the Company or its Subsidiaries contained in the marketplace disclosure and marketing materials related to the Debt Financing; provided that such authorization letters shall exclude those items which the Company is not required to provide any information or by the Rating Agencies in connection with any Secondary Market Transactions, including, without limitation, to:assistance relating to pursuant to clause (c) above; (i) cause its independent auditors to provide (i) consents for use of their reports in any material relating to the Debt Financing as reasonably requested by Purchaser, Borrower or the Financing Sources, to the extent such consent is required, and (ii) reasonable assistance to Purchaser and Borrower in connection with the Borrower’s preparation of pro forma financial statements and information; (j) taking all corporate and other actions, subject to the occurrence of the Closing, reasonably requested by Purchaser and Borrower to permit the consummation of the Debt Financing; and (k) promptly furnishing Purchaser, Borrower and the Financing Sources within two (2) Business Days of any requests with all documentation and other information about the Company and its Subsidiaries as is reasonably requested by Purchaser relating to applicable “know your customer” and anti-money laundering rules and regulations. 7.12.2 Prior to the Closing Date, the Company will use its reasonable best efforts, and will cause each of its Subsidiaries and Representatives to use their reasonable best efforts (although Purchaser explicitly acknowledges that even with such reasonable best efforts, the actions contemplated by clause (iii) of this Section 7.12.2 may not be complete as of the Closing), (i) to have the Interim Financial Statements reviewed by the Company’s independent auditors as provided in SAS 100 (a/k/a AICPA AU-C 930), (ii) to furnish to Purchaser within 45 days after the end of any fiscal quarter ended after the date of this Agreement that is not a fiscal year end, the unaudited consolidated balance sheet of the Company as of the end of such quarter and the related unaudited consolidated statements of income, cash flows and changes in stockholders equity for such quarter and the then-elapsed portion of the fiscal year and the same periods for the prior fiscal year (which will have been reviewed by the Company’s independent auditors as provided in SAS 100 (a/k/a AICPA AU-C 930) and (iii) in addition, at the sole expense of the Purchaser as contemplated by Section 7.12.6 below, (A) provide updated to have the Financial Statements prepared in accordance with SEC Regulation S-X and to have such Financial Statements be re-audited by the Company’s independent auditors in accordance with AICPA Professional Standards and (B) to have the Interim Financial Statements and the financial statements for any fiscal quarter ended after the date of this Agreement that is not fiscal year end (which shall include a consolidated balance sheet, and consolidated statements of income, cash flows and changes in stockholders equity for such quarter and the then-elapsed portion of the fiscal year and the same periods for the prior fiscal year) prepared in accordance with SEC Regulation S-X and to have such Interim Financial Statements and such other financial statements reviewed by the Company’s independent auditors as provided in SAS 100 (a/k/a AICPA AU-C 930). 7.12.3 Nothing in this Section 7.12 will require the Company or any of its Subsidiaries to (i) waive or amend any terms of this Agreement or agree to pay any fees or expenses prior to the Effective Time for which it will not receive reimbursement or is not otherwise indemnified by or on behalf of Purchaser; (ii) enter into any definitive agreement that is not contingent on the occurrence of the Effective Time; (iii) give any indemnities in connection with the Debt Financing that are effective prior to the Effective Time; or (iv) take any action that, in the good faith determination of the Company, (a) would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or (b) create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. In addition, no action, liability or obligation of the Company, any of its Subsidiaries or any of their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing (other than customary representation letters and authorization letters (including with respect to the presence or absence of material non-public information and the accuracy of the information contained in the disclosure and marketing materials related to the Debt Financing)) will be effective until the Effective Time. 7.12.4 The Company will use its reasonable best efforts, and will cause each of its Subsidiaries to use its respective reasonable best efforts, to update any Required Financing Information provided to Purchaser, Borrower or the Financing Sources as may be necessary so that such Required Financing Information (i) is Compliant, (ii) meets the applicable requirements set forth in the definition of “Required Financing Information” and (iii) would not, after giving effect to such update(s), cause the Marketing Period to cease pursuant to the definition of “Marketing Period.” For the avoidance of doubt, Purchaser or Borrower may, to most effectively access the financing markets, require the cooperation of the Company and its Subsidiaries under this Section 7.12 at any time, and from time to time and on multiple occasions, between the date hereof and the Closing Date; provided, that, for the avoidance of doubt, the Marketing Period shall not be applicable as to each attempt to access the markets. In addition, if, in connection with marketing effort contemplated by the Debt Commitment Letter, Purchaser or Borrower reasonably requests the Company to make available to its security holders and lenders material non-public information with respect to the PropertiesCompany and its Subsidiaries, which Purchaser reasonably determines to include in marketing materials for the Debt Financing, then, upon the Company’s review of and reasonable satisfaction with such information, the business operated at the Properties, Borrower Company shall make such information available to its security holders and the Property Manager, (B) provide updated budgets relating lenders. 7.12.5 The Company hereby consents to the Properties use of its and its Subsidiaries’ logos in connection with the Debt Financing so long as such logos are used (Ci) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations solely in a manner that is not intended to or likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Properties together, if customary, with appropriate verification Company or any of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; its Subsidiaries; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired solely in connection with a syndicate or securitization description of the LoanCompany, its business and products or the Rating Agencies or any other Person authorized by Lender); Merger; and (iii) use best efforts to provide opinions in a manner consistent with the other terms and conditions that the Company reasonably imposes. 7.12.6 Promptly upon request by the Company, Purchaser will reimburse the Company for any documented and reasonable out-of-pocket costs and expenses (including attorneys’ fees) incurred by the Company or its Subsidiaries in connection with the cooperation of counselthe Company and its Subsidiaries contemplated by this Section 7.12. 7.12.7 The Company, which may be relied upon by Lender, the Rating Agencies its Subsidiaries and its and their respective counselRepresentatives will be indemnified and held harmless by Purchaser from and against any and all liabilities, agents losses, damages, claims, costs, expenses (including attorneys’ fees), interest, awards, judgments, penalties and representatives, as amounts paid in settlement suffered or incurred by them in connection with their cooperation in arranging the Debt Financing pursuant to non-consolidation, fraudulent conveyance, and true sale this Agreement or any the provision of information utilized in connection therewith (other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect than to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as extent any of the closing date foregoing was suffered or incurred as a result of the Secondary Market Transaction (material breach of this Agreement by, or the "SECONDARY MARKET CLOSING DATE")bad faith, representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lendergross negligence, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest ratewillful misconduct of, the stated maturity Company or the amortization of principal as set forth herein or its Subsidiaries or, in the Noteeach case, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined belowtheir respective Representatives); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XII.

Cooperation. If (a) From and after the date of this Agreement, the Company shall use reasonable best efforts to provide to Parent, and shall use reasonable best efforts to cause its Representatives to provide to Parent, in each case at Parent’s sole expense, all cooperation reasonably requested by LenderParent that is customary and necessary in connection with arranging, Borrower shallobtaining and syndicating the Financing and causing the conditions in the Debt Letters and the Definitive Financing Agreement to be satisfied, including reasonable best efforts to (i) make appropriate members of the senior management, representatives and advisors of the Company and its Subsidiaries available to participate in informational meetings with potential lenders at such times and places as Parent and its Financing Sources may reasonably request, (ii) ensure that the syndication efforts with respect to the Financing benefit from the existing lending relationships of the Company, (iii) assist Lender in satisfying the market standards preparation of a customary confidential information memorandum to be used in the syndication of the Financing, other customary marketing materials and any other information reasonably requested by Parent and its Financing Sources with respect to the Company and its Subsidiaries, (iv) provide or cause to be provided customary financial information and projections for the Company and its Subsidiaries, including for the fiscal years 2016 through 2020 and for the four (4) fiscal quarters beginning with the first fiscal quarter in which Lender customarily adheres the Closing Date is expected to occur, in each case in form reasonably satisfactory to Parent and its Financing Sources, (v) host, with Parent and its Financing Sources, a reasonable number of meetings or which conference calls of prospective lenders, (vi) assist in the preparation of, and execute and deliver, the Definitive Financing Agreement and related documents, including guarantee and collateral documents and other certificates and documents as may be reasonably requested by Parent including, but not limited to, obtaining customary pay-off letters as required herein, furnishing Parent and the Financing Sources as promptly as reasonably practicable with all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been reasonably requested by Parent, (vii) subject to any contractual agreement in effect, facilitate the marketplace pledging of collateral for the Financing, and (viii) take such other actions as reasonably requested by Parent or its Financing Sources to facilitate the satisfaction on a timely basis of all the conditions precedent to the Financing; provided, however, that, (x) nothing herein shall require the Company or any of its Subsidiaries or any of their Representatives to take any action that would (A) interfere unreasonably with the business or operations of the Company or its Subsidiaries, (B) cause any covenant, representation or warranty in this Agreement to be breached by the Rating Agencies Company or any of its Subsidiaries, (C) require the Company or any of its Subsidiaries to pay any commitment or other similar fee or incur any other expense, liability or obligation, in each case in connection with the Financing or its cooperation in connection therewith prior to the Effective Time, (D) cause any director, officer or employee of the Company or any of its Subsidiaries to incur any personal liability, (E) conflict with the Organizational Documents of the Company or any of its Subsidiaries (in each case that are not contingent on the Effective Time) or any applicable Laws, (F) take or commit to take any action that is not contingent upon the Closing, (G) reasonably be expected to result in a breach of any Contract or subject the Company or any its Subsidiaries to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment (other than reasonable out-of-pocket costs) or incur any other liability or provide or agree to provide any indemnity in connection with the Financing or any of the foregoing prior to (or that is not subject to the occurrence of) the Closing or (H) require the Company to adopt resolutions or execute consents or take similar action approving or authorizing the Financing, and (y) any documentation executed by the Company or any of its Subsidiaries pursuant to this Section 5.13 shall not become effective until the Effective Time. The Company hereby consents to the reasonable use of its and its Subsidiaries’ logos in connection with the Financing; provided, that such logos shall be used solely in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect the Company or any of its Subsidiaries. (b) Parent shall promptly, upon request by the Company, reimburse the Company and its Subsidiaries, as applicable, for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or its Subsidiaries, as applicable, in connection with the cooperation of the Company and its Subsidiaries, as applicable, contemplated by this Section 5.13. Parent shall indemnify and hold harmless the Company and Subsidiaries (and their respective Representatives) from and against any and all losses, damages, claims, costs or expenses actually suffered or incurred by any of them in connection with the arrangement of the Financing and any information used in connection therewith (other than historical information relating to the Company and its Subsidiaries prepared by the Company or its Subsidiaries that is provided by the Company to Parent in writing specifically for use in any syndication materials), in each case except to the extent such losses, damages, claims, costs or expenses arise from the bad faith, fraud, willful misconduct or gross negligence of the Company or its Subsidiaries, as finally determined by a court of competent jurisdiction. (c) All non-public or otherwise confidential information regarding the Company or any of its Affiliates and Subsidiaries obtained by Parent or its Representatives or any Financing Source pursuant to this Section 5.13 shall be kept confidential in accordance with the Confidentiality Agreement. Notwithstanding anything to the contrary in this Agreement or in any other agreement between the Company and Parent (or its Affiliates), the Company agrees that Parent and its Affiliates may share customary projections with respect to the Company and its business with the Financing Sources, and that Parent, its Affiliates and such Financing Sources may share such information with potential Financing Sources in connection with any Secondary Market Transactions, including, without limitation, to: (i) (A) provide updated financial and other information with respect to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired marketing efforts in connection with a syndicate or securitization the Financing, provided that the recipients of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts such information agree to provide opinions customary confidentiality arrangements and acknowledgments from such recipients of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to receipt of material non-consolidation, fraudulent conveyance, public information in compliance with applicable procedures and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIILaws.

Cooperation. If requested Subject to the restrictions of Section 2.4 of the Funding Loan Agreement, at the Funding Lender’s or the Servicer’s request (to the extent not already required to be provided by Lenderthe Borrower under this Borrower Loan Agreement), the Borrower shall, assist Lender in satisfying shall use reasonable efforts to satisfy the market standards to which the Funding Lender or the Servicer customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies Funding Lender or the Servicer in connection with any one or more sales or assignments of all or a portion of the Borrower Loan or participations therein or securitizations of single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or a portion of the Borrower Loan (each such sale, assignment and/or securitization, a “Secondary Market TransactionsTransaction”); provided that neither the Borrower nor the Governmental Lender shall incur any third party or other out-of-pocket costs and expenses in connection with a Secondary Market Transaction, includingincluding the costs associated with the delivery of any Provided Information or any opinion required in connection therewith, without limitationand all such costs shall be paid by the Funding Lender or the Servicer, toand shall not materially modify Borrower’s rights or obligations. Without limiting the generality of the foregoing, the Borrower shall, so long as the Borrower Loan is still outstanding: (i) (A) provide updated such financial and other information with respect to the PropertiesBorrower Loan, and with respect to the Project, the business operated at Borrower, the Properties, Borrower and the Property Manager, the contractor of the Project or the Borrower Controlling Entity, (Bii) provide updated budgets financial statements, audited, if available, relating to the Properties Project with customary disclaimers for any forward looking statements or lack of audit, and (C) provide updated iii), at the expense of the Funding Lender or the Servicer, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports (Phase I's ’s and, if appropriate, Phase II's’s), property condition reports, ALTA/ACSM, surveys engineering reports and other due diligence investigations of the Properties Project, as may be reasonably requested from time to time by the Funding Lender or the Servicer or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to the Funding Lender or the Servicer pursuant to this paragraph (a) being called the “Provided Information”), together, if customary, with appropriate verification of such updated information and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to the Funding Lender or the Servicer and the Rating Agencies; (iib) provide access make such representations and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, warranties as of the closing date of the any Secondary Market Transaction (with respect to the "SECONDARY MARKET CLOSING DATE")Project, representations and warranties made in the Borrower, the Borrower Loan Documents and the Funding Loan Documents reasonably acceptable to the Funding Lender or the Servicer, consistent with the facts covered by such additional representations and warranties as they exist on the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below)date thereof; and (viic) transfer ownership of Properties execute such amendments to newly formed single-purpose entities acceptable to Lender the Borrower Loan Documents and the Rating Agencies. Except Funding Loan Documents to accommodate such Secondary Market Transaction so long as expressly set forth in Section 12.1.1, or as may such amendment does not affect the material economic terms of the Borrower Loan Documents and the Funding Loan Documents and is not otherwise be agreed upon by adverse to the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIits reasonable discretion.

Cooperation. If requested Subject to the restrictions of Article II of the Funding Loan Agreement, at the Funding Lender’s or the Servicer’s request (to the extent not already required to be provided by Lenderthe Borrower under this Borrower Loan Agreement), the Borrower shall, assist Lender in satisfying shall use reasonable efforts to satisfy the market standards to which the Funding Lender or the Servicer customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies Funding Lender or the Servicer in connection with any one or more permitted sales or assignments of the Borrower Loan or participations therein or securitizations of single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or a portion of the Borrower Loan (each such sale, assignment and/or securitization, a “Secondary Market TransactionsTransaction”); provided that the Borrower shall not incur any third party or other out-of-pocket costs and expenses in connection with a Secondary Market Transaction, includingincluding the costs associated with the delivery of any Provided Information or any opinion required in connection therewith, without limitationand all such costs shall be paid by the Funding Lender or the Servicer, toand shall not materially modify Borrower’s rights or obligations. Without limiting the generality of the foregoing, the Borrower shall, so long as the Borrower Loan is still outstanding: (i) (A) provide updated such financial and other information with respect to the PropertiesBorrower Loan, and with respect to the Project, the business operated at Borrower, the Properties, Borrower and the Property Manager, the contractor of the Project or the Borrower Controlling Entity, (Bii) provide updated budgets financial statements, audited, if available, relating to the Properties Project with customary disclaimers for any forward looking statements or lack of audit, and (C) provide updated iii), at the expense of the Funding Lender or the Servicer, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports (Phase I's ’s and, if appropriate, Phase II's’s), property condition reports, ALTA/ACSM, surveys engineering reports and other due diligence investigations of the Properties Project, as may be reasonably requested from time to time by the Funding Lender or the Servicer or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to the Funding Lender or the Servicer pursuant to this paragraph (a) being called the “Provided Information”), together, if customary, with appropriate verification of such updated information and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to the Funding Lender or the Servicer and the Rating Agencies; (iib) provide access make such representations and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, warranties as of the closing date of the any Secondary Market Transaction (with respect to the "SECONDARY MARKET CLOSING DATE")Project, representations and warranties made in the Borrower, the Borrower Loan Documents and the Funding Loan Documents reasonably acceptable to the Funding Lender or the Servicer, consistent with the facts covered by such additional representations and warranties as they exist on the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below)date thereof; and (viic) transfer ownership of Properties execute such amendments to newly formed single-purpose entities acceptable to Lender the Borrower Loan Documents and the Rating Agencies. Except Funding Loan Documents to accommodate such Secondary Market Transaction so long as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by such amendment does not affect the material economic terms of the Borrower Loan Documents and the Funding Loan Documents and is not otherwise adverse to such party in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIits reasonable discretion.

Cooperation. If From the date of this Agreement to the earlier of the Closing Date and the date this Agreement is terminated in accordance with its terms, at Parent’s sole expense, the Company shall use its commercially reasonable efforts, and shall cause each Company Subsidiary and its and their respective Representatives to use their respective commercially reasonable efforts, to provide Parent and Merger Sub with all cooperation reasonably requested by Lender, Borrower shall, Parent or Merger Sub to assist Lender in satisfying the market standards to which Lender customarily adheres Parent or which may be Merger Sub as is reasonably required in the marketplace requested by Parent or by the Rating Agencies Merger Sub in connection with any Secondary Market a potential debt financing in an amount necessary to redeem the 8½% Preference Shares outstanding on the Closing Date (the “Debt Financing”, and the redemption of the 8½% Preference Shares and the transactions related thereto, the “Redemption Transactions”), including, without limitation, including using commercially reasonable efforts to: (i) (A) provide updated financial and other information as promptly as reasonably practicable in connection with respect to the Properties, anticipated timing for the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations marketing of the Properties togetherDebt Financing, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable deliver to Lender Parent and Merger Sub the Rating AgenciesRequired Financing Information; (ii) provide access participate in and entry cause the Company’s management team, with appropriate seniority and expertise, including senior officers, to the Properties during normal business hours participate in a reasonable and upon prior notice to Lendercustomary number of lender presentations, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired conference calls, drafting sessions, due diligence sessions and sessions with rating agencies in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender)Debt Financing on reasonable advance notice and at mutually agreeable times and places; (iii) use best efforts assist with the preparation of appropriate and customary materials for rating agency and lender presentations, bank information memoranda, and other marketing documents reasonably requested or customarily provided in connection with the Debt Financing; provided, however, that neither the Company, the Company Subsidiaries or their Affiliates will be required to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale any information or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies assistance with respect to the Properties preparation of pro forma financial statements and Borrower forecasts of financing statements relating to (a) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and Affiliatesexpenses relating thereto; (b) the determination of any post-Closing or pro forma cost savings, which counsel and opinions shall synergies, capitalization, ownership or other pro forma adjustments desired to be satisfactory incorporated into any information used in connection with the Debt Financing; or (c) any financial information related to Lender and Parent or any of its Subsidiaries or any adjustments that are not directly related to the Rating Agenciesacquisition of the Company; (iv) provide updated, as execute and deliver customary authorization letters for the Debt Financing authorizing the distribution of the closing date of the Secondary Market Transaction information to prospective lenders (the "SECONDARY MARKET CLOSING DATE"including customary 10b-5 and material non-public information representations), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments furnish no later than three (3) Business Days prior to the Loan Documents Closing Date all documentation and Borrower's organizational documents other information that is reasonably requested by LenderParent or Merger Sub that is required by regulatory authorities in connection with applicable “know your customer” and anti-money laundering rules and regulations, providedincluding the USA PATRIOT Act, howeverrelating to the Company and the Company Subsidiaries, that Borrower shall not be required in each case, to modify or amend any Loan Document if such modification or amendment would the extent requested in writing at least ten (A10) change Business Days prior to the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the LoanClosing Date; (vi) facilitate the pledging of collateral and granting of security interests in connection with the Debt Financing effective no earlier than, and subject to the occurrence of, the Closing; (vii) cause the taking of any corporate, limited liability company, or partnership actions, as applicable, by the Company and the Company Subsidiaries reasonably necessary to permit the completion of such Debt Financing, in each case effective no earlier than, and subject to the occurrence of, the Closing; (viii) assist in the preparation and negotiation of, and facilitate the execution and delivery of, one or more credit agreements, pledge and security documents, and other definitive financing documents and other certificates or documents as may be reasonably requested by Parent, Merger Sub, or the sources of the Debt Financing (including customary officer’s and other closing certificates and back-up therefore), in each case effective no earlier than, and subject to the occurrence of, the Closing; and (ix) take such actions, at the direction of Parent or Merger Sub, as are reasonably necessary to effect the redemption in full on the Closing Date of all then outstanding 8½% Preference Shares in connection with the consummation of the Merger, including, but not limited to, the issuance of any notices of redemption or similar instruments. Notwithstanding anything in this Agreement to the contrary, (i) neither the Company nor any Company Subsidiary shall be required to pay any commitment or other similar fee or enter into any binding agreement or commitment or incur any other actual or potential liability or obligation in connection with the Debt Financing, (ii) none of the Company, the Company Subsidiaries or their respective Representatives shall be required to execute or enter into, perform or authorize any agreement with respect to the Debt Financing (other than customary representation letters, authorization letters and undertakings) that is not contingent upon the Closing or that would be effective prior to the Closing Date (and, for the avoidance of doubt, the board of directors or other equivalent governing body of Parent shall enter into or provide any additional financial statements resolutions, consents, approvals or other information Closing arrangements on behalf of the Company and the Company Subsidiaries as may be required to satisfy all requirements by the Debt Financing sources at, or as of, the Closing), (iii) no Representative of the Securities Act Company or any Company Subsidiary shall be required to deliver any certificate or take any other action to the extent any such action would reasonably be expected to result in personal liability to such Representative, (defined below); and iv) neither the Company nor any Company Subsidiary shall be required to take any action that would reasonably be expected, in the reasonable judgment of the Company, to conflict with, or result in any violation or breach of, any applicable laws, any organizational documents of the Company or any Company Subsidiary, any Contract or obligations of confidentiality binding on the Company or any Company Subsidiary, (v) neither the Company nor any Company Subsidiary shall be required to take any action that would cause any condition to the Closing set forth herein to not be satisfied or otherwise cause any breach of this Agreement, (vi) neither the Company nor any Company Subsidiary shall be required to make any representation, warranties or certifications as to which, after the Company’s use of reasonable best efforts to cause such representation, warranty or certification to be true, the Company has in its good faith determined that such representation, warranty or certification is not true, (vii) transfer ownership neither the Company nor any Company Subsidiary shall be required to become subject to any obligations or liabilities with respect to such agreements or documents prior to the Closing other than customary representation letters, authorization letters and undertakings, (viii) neither the Company nor any Company Subsidiary shall be required to (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege or other similar privilege of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1Company or any Company Subsidiary or (y) change any fiscal period, or as may otherwise (x) the Redemption Transactions shall be agreed upon funded using consideration provided by the Borrower in writingDebt Financing or otherwise by Parent, Lender and (xi) Parent shall be responsible for all costs liabilities, fees and expenses associated incurred by Company, any Company Subsidiary or any of their respective Representatives in connection with the Redemption Transactions. In addition, (A) no action, liability or obligation of the Company, any Company Subsidiary or any of their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing (other than customary representation letters, authorization letters and undertakings) will be effective until the Effective Time, and neither the Company nor any Company Subsidiaries will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument (other than customary representation letters, authorization letters and undertakings) that is not contingent on the occurrence of the Closing or that must be effective prior to the Effective Time; and (B) any bank information memoranda required in relation to the Debt Financing will contain disclosure reflecting the Surviving Company or its Subsidiaries as the obligor. Nothing in this ARTICLE XIISection will require the Company Board to approve any financing (including the Debt Financing) or Contracts related thereto, effective prior to the Closing Date.

Cooperation. If requested Guarantor acknowledges that Lender and its successors and assigns may (a) sell this Guaranty, the Note and other Loan Documents to one or more investors as a whole loan, (b) participate the Loan secured by Lenderthis Guaranty to one or more investors, Borrower shall(c) deposit this Guaranty, assist the Note and 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 one or more interests therein to investors (the transactions referred to in clauses (a) through (d) are hereinafter each referred to as “Secondary Market Transactions”). Guarantor shall cooperate with Lender in satisfying the market standards effecting any such Secondary Market Transaction and shall cooperate to which Lender customarily adheres or which may be reasonably required implement all requirements imposed by any Rating Agency involved in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, including, without limitation, to: (i) (A) provide updated financial and other information with respect to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, Transaction; provided, however, that Borrower Guarantor shall not be required to bear any increased risk or incur any liability or cost as a result of such cooperation and shall not be required to modify or amend any Loan Document this Guaranty if such modification or amendment would (Ai) change the interest ratehave a material adverse economic effect on Guarantor, the stated maturity or the amortization of principal as set forth herein or in the Note, or (Bii) modify or amend any other material economic term of this Guaranty , or (iii) otherwise materially increase the Loan; (vi) obligations or decrease the rights of Guarantor pursuant to this Guaranty. Guarantor shall provide such information and documents relating to Guarantor, Borrower, the Property, the Collateral, and, to the extent available using commercially reasonable efforts, any additional financial statements or other information as may be required to satisfy all requirements tenants of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable Improvements as Lender may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and the Rating Agenciesoperations that Lender may reasonably request. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible permitted to share all such information with the investment banking firms, Rating Agencies, accounting firms, law firms and other third party advisory firms involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction. It is understood that the information provided by Guarantor to Lender may ultimately be incorporated into the offering documents for the Secondary Market Transaction and that various investors may also see some or all costs of the information. Lender and expenses associated all of the aforesaid third party advisors and professional firms shall be entitled to rely on the information supplied by, or on behalf of, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan in connection with this ARTICLE XIIits marketing for a Secondary Market Transaction, or otherwise as part of its business development.

Cooperation. If Borrowers and Borrower Principal agree to cooperate with Lender in connection with any sale or transfer of the Loan or any Participation and/or Securities created pursuant to this Article 13, including, without limitation, the delivery of an estoppel certificate required in accordance with Section 5.12(a) and such other documents as may be reasonably requested by Lender. Borrowers shall also furnish and Borrowers and Borrower Principal consent to Lender furnishing to such Investors or such prospective Investors or such Rating Agency and any and all information concerning the Individual Properties, the Leases, the financial condition of Borrowers or Borrower Principal as may be requested by Lender, any Investor, any prospective Investor or any Rating Agency in connection with any sale or transfer of the Loan or any Participations or Securities. At the request of the holder of the Note and, to the extent not already required to be provided by Borrowers under this Agreement, Borrowers and Borrower shall, assist Lender Principal shall use reasonable efforts to provide information not in satisfying the possession of the holder of the Note in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactionssuch sales or transfers and take such actions as requested by Lender in connection with the Securitization, including, without limitation, to: (i) (Aa) provide updated financial financial, budget and other information with respect to the Individual Properties, the business operated at the Properties, Borrowers and Borrower Principal and the Property Manager, (B) provide updated budgets relating modifications and/or updates to the Properties and (C) provide updated appraisals, market studies, environmental reviews and reports (Phase I's I reports and, if appropriate, Phase II's), property condition II reports, ALTA/ACSM, surveys ) and other due diligence investigations engineering reports of any Individual Property obtained in connection with the making of the Properties togetherLoan (all of the foregoing being referred to as the “Provided Information”); (b) make changes to the organizational documents of any Borrower, any SPE Component Entity and their respective principals; (c) at Borrowers’ expense, (i) cause counsel to render or update existing opinion letters as to enforceability and non-consolidation, and (ii) if customaryrequired by the Rating Agencies, with appropriate verification of such updated information through letters of auditors or opinions of Borrowers shall obtain a new New York enforceability opinion from counsel acceptable to Lender Lender, which shall be in form and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice substance acceptable to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counseland the Investors, which may be relied upon by Lenderthe holder of the Note, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, dated as of the closing date of the Secondary Market Transaction Securitization; (d) permit site inspections, appraisals, market studies and other due diligence investigations of any or all of the "SECONDARY MARKET CLOSING DATE")Individual Properties, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization; (e) make the representations and warranties with respect to the Individual Properties, Borrower, Borrower Principal and the Loan Documents as are made in the Loan Documents and such additional other representations and warranties as may be reasonably requested by the holder of the Note or the Rating Agencies may reasonably requireAgencies; (vf) execute such amendments to the Loan Documents and Borrower's organizational documents reasonably as may be requested by Lenderthe holder of the Note or the Rating Agencies or otherwise to effect the Securitization including, without limitation, bifurcation of the Loan into two or more components and/or separate notes and/or creating a senior/subordinate note structure; provided, however, that Borrower Borrowers shall not be required to modify or amend any Loan Document if such modification or amendment would (Ai) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, except in connection with a bifurcation of the Loan 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, or (Bii) in the reasonable judgment of Borrowers, modify or amend any other material economic term of the Loan, or (iii) in the reasonable judgment of Borrowers, materially increase Borrowers’ obligations and liabilities under the Loan Documents; (vig) provide deliver to Lender and/or any additional financial statements Rating Agency, (i) one or other information more certificates executed by an officer of Borrowers certifying as may to the accuracy, as of the closing date of the Securitization, of all representations made by Borrowers in the Loan Documents as of the Closing Date in all relevant jurisdictions or, if such representations are no longer accurate, certifying as to what modifications to the representations would be required to satisfy all requirements make such representations accurate as of the Securities Act closing date of the Securitization, and (defined below)ii) certificates of the relevant Governmental Authorities in all relevant jurisdictions indicating the good standing and qualification of Borrowers as of the date of the closing date of the Securitization; (h) have reasonably appropriate personnel participate in a bank meeting and/or presentation for the Rating Agencies or Investors; and (viii) transfer ownership cooperate with and assist Lender in obtaining ratings of Properties to newly formed single-purpose entities acceptable to Lender and the Securities from two (2) or more of the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all All reasonable third party costs and expenses associated incurred by Borrowers or Lender in connection with Borrowers’ complying with requests made under this ARTICLE XIISection 13.4 (including, without limitation, the fees and expenses of the Rating Agencies) shall be paid by Borrowers. In the event that Borrowers request any consent or approval hereunder and the provisions of this Agreement or any Loan Documents require the receipt of written confirmation from each Rating Agency with respect to the rating on the Securities, or, in accordance with the terms of the transaction documents relating to a Securitization, such a rating confirmation is required in order for the consent of Lender to be given, Borrowers shall pay all of the costs and expenses of Lender, Lender’s servicer and each Rating Agency in connection therewith, and, if applicable, shall pay any fees imposed by any Rating Agency as a condition to the delivery of such confirmation.

Cooperation. If requested by (i) At the request of Senior Lender, Borrower shallprior to the Securitization of the Senior Loan (and, assist in the case of Mezzanine A Loan and Mezzanine A Lender only, prior to the Mezzanine Securitization of the entire Mezzanine A Loan), subject to the applicable terms and conditions of the Senior Loan Documents and the applicable Junior Loan Documents, each Junior Lender shall use reasonable efforts, at Senior Lender’s sole cost and expense, to satisfy, and to cooperate with Senior Lender in satisfying attempting to cause Borrower and each Junior Borrower to satisfy, the market standards to which Senior Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactionsthe Securitization of the Senior Loan, including, without limitationentering into (or consenting to, to: (ias applicable) (A) provide updated financial any modifications to this Agreement or the Senior Loan Documents or Junior Loan Documents, and other information to cooperate with respect Senior Lender in attempting to cause Borrower and each Junior Borrower to execute such modifications to the PropertiesSenior Loan Documents and Junior Loan Documents, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including in any such interest to be acquired in connection with a syndicate or securitization of the Loancase, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which as may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required reasonably requested by the Rating Agencies with respect to effect the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, Securitization; provided, however, that Borrower (A) no Junior Lender shall not be required to modify or amend this Agreement or any Junior Loan Document Documents (or consent to such modification of the Senior Loan Documents or any Senior Junior Loan Documents), if such modification or amendment would (I) materially increase or decrease (to more than a de minimis extent) any non-economic obligations or increase any economic obligations of the applicable Junior Borrower under the related Junior Loan Documents, or (II) decrease (to more than a de minimus extent) such Junior Lender’s rights, remedies or protections thereunder or under this Agreement or (III) have any adverse economic effect or otherwise have any material adverse effect on the related Junior Loan, (B) no Senior Loan Modification or Junior Loan Modification requiring the consent of any Junior Lender may be entered into without the prior written consent of each Junior Lender whose consent is required pursuant to Section 8(a) or Section 8(b) hereof, and (C) no material modification or material amendment of any non-economic terms of any Subordinate Junior Loan Documents and no modification or amendment of any economic terms of any Subordinate Junior Loan Documents, in each case pursuant to this Section 15(j) shall be effective without the consent of each Senior Junior Lender, which consent shall not be unreasonably withheld, conditioned or delayed. In connection with any Securitization, upon Senior Lender’s written request and sole cost and expense, each Junior Lender agrees to provide for inclusion in any disclosure document relating to the related Securitization such non-confidential and non-proprietary information concerning such Junior Lender as Senior Lender reasonably determines to be necessary or appropriate. Subject to the qualifications in clauses (A) through (C) above (and, in the case of Mezzanine A Loan and Mezzanine A Lender only, prior to the Mezzanine Securitization of the entire Mezzanine A Loan), each Junior Lender agrees that if any portion of the Senior Loan is to be included as an asset of a Securitization, such Junior Lender shall at Senior Lender’s request (and at Senior Lender’s sole cost and expense), reasonably cooperate with the reasonable requests of each Rating Agency and Senior Lender in connection with such Securitization. Senior Lender shall reimburse each Junior Lender for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees), incurred by such Junior Lender in considering, responding to, negotiating and implementing any cooperation, modifications or other actions requested by Senior Lender in connection with this Section 15(j)(i). Notwithstanding the foregoing, the rights of Senior Lender set forth in this Section 15(j)(i) are limited to the initial named Senior Lender hereunder and its Affiliates, and no successors or assigns of the initial named Senior Lender hereunder or its Affiliates shall have any obligations or rights under this Section 15(j)(i). For the avoidance of doubt, the parties agree that Borrower’s or any Junior Borrower’s obligation to enter into any amendment or modification to the Senior Loan Documents or any related Junior Loan Documents (including any obligation to enter into amendments pursuant to Article IX of the Senior Loan Agreement or respective Article IX of any Junior Loan Agreement) shall be subject to the obtaining of any consent of the applicable Junior Lender that is required hereunder, and no Borrower or Junior Borrower shall be in default of its obligations under any of the Senior Loan Documents or related Junior Loan Documents to enter into any amendment or modification if the consent of an applicable Junior Lender required hereunder is not obtained. Notwithstanding anything to the contrary contained in this Section 15(j)(i) or otherwise, no Junior Lender shall be required to provide any information with respect to any direct or indirect investors in such Junior Lender or any Affiliates of such Junior Lender (or any direct or indirect investors in any such Affiliates), unless providing such information is required by applicable law. (ii) At the request of Mezzanine A Lender, prior to a Mezzanine Securitization and prior to the Securitization of the Senior Loan, Senior Lender and each Junior Lender shall use reasonable efforts to satisfy, and to cooperate with Mezzanine A Lender in attempting to cause Borrower and each Junior Borrower to satisfy, the market standards to which Mezzanine A Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Mezzanine Securitization, including entering into (or consenting to, as applicable) any modifications to this Agreement or the Senior Loan Documents or any Junior Loan Documents, and to cooperate with Mezzanine A Lender in attempting to cause Borrower and each Junior Borrower to execute such modifications to the Senior Loan Documents and the Junior Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to consummate the Mezzanine Securitization; provided, however, neither Senior Lender nor any Junior Lender shall be required to modify or amend this Agreement or any Senior Loan Documents or any Junior Loan Documents (or consent to such modification of the Senior Loan Documents or any Junior Loan Documents, as applicable), if such modification or amendment would (A) change materially increase Borrower’s obligations under the interest rate, Senior Loan Documents or a Junior Borrower’s obligations under the stated maturity or the amortization of principal as set forth herein or in the Noterelated Junior Loan Documents, or (B) modify materially decrease Senior Lender’s or amend the related Junior Lender’s respective rights, remedies or protections thereunder, or (C) have any other material economic term adverse effect on the Senior Loan or related Junior Loan, as applicable. In connection with any Mezzanine Securitization, upon Mezzanine A Lender’s written request, Senior Lender and each Junior Lender agrees to provide for inclusion in any disclosure document relating to the related Mezzanine Securitization such non-confidential and non-proprietary information concerning Senior Lender or such Junior Lender, as applicable, as Junior Lender reasonably determines to be necessary or appropriate. Subject to the qualifications in clauses (A) through (C) above (and, in the case of Senior Lender, provided that a Securitization of the Loan; Senior Loan has not occurred), Senior Lender and each Junior Lender agree that if the Mezzanine A Loan is to be included as an asset in a Mezzanine Securitization, Senior Lender and each Junior Lender, as applicable, shall at Mezzanine A Lender’s request, reasonably cooperate with the reasonable requests of each Rating Agency and Mezzanine A Lender in connection with the Mezzanine Securitization. Mezzanine A Lender shall reimburse Senior Lender and each Junior Lender, as applicable, for all reasonable out-of-pocket costs and expenses (vi) provide including reasonable attorneys’ fees), incurred by Senior Lender or such Junior Lender, as applicable, in considering, responding to, negotiating and implementing any additional financial statements cooperation, modifications or other information actions requested by Mezzanine A Lender in connection with this Section 15(j)(ii). Notwithstanding the foregoing, the rights of Mezzanine A Lender set forth in this Section 15(j)(ii) are limited to the initial named Mezzanine A Lender hereunder and its Affiliates, and no successors or assigns of the initial named Mezzanine A Lender hereunder or its Affiliates shall have any obligations or rights under this Section 15(j)(ii). For the avoidance of doubt, the parties agree that Borrower’s or any Junior Borrower’s obligation to enter into any amendment or modification to the Senior Loan Documents or any related Junior Loan Documents (including any obligation to enter into amendments pursuant to Article IX of the Senior Loan Agreement or respective Article IX of any Junior Loan Agreement) shall be subject to the obtaining of any consent of Senior Lender and each applicable Junior Lender that is required hereunder, and no Borrower or Junior Borrower shall be in default of its obligations under any of the Senior Loan Documents or related Junior Loan Documents to enter into any amendment or modification if the consent of Senior Lender or an applicable Junior Lender required hereunder , as may applicable, is not obtained. Notwithstanding anything to the contrary contained in this Section 15(j)(ii) or otherwise, neither Senior Lender nor any Junior Lender shall be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties provide any information with respect to newly formed single-purpose entities acceptable to any direct or indirect investors in Senior Lender and the Rating Agencies. Except or such Junior Lender , as expressly set forth in Section 12.1.1applicable, or any Affiliates of Senior Lender or such Junior Lender (or any direct or indirect investors in any such Affiliates), as may otherwise be agreed upon applicable, unless providing such information is required by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIapplicable law.

Cooperation. If requested by LenderEach Loan Party acknowledges that Lender and its successors and assigns may (a) sell, Borrower transfer, or assign the Loan Documents to one or more investors as a whole loan, in a rated or unrated public offering or private placement; (b) participate the Loan to one or more investors in a rated or unrated public offering or private placement; (c) deposit the Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets in a rated or unrated public offering or private placement; or (d) otherwise sell the Loan or interest therein to investors in a rated or unrated public offering or private placement (the transactions referred to in clauses (a)-(d) are hereinafter referred to as “Secondary Market Transactions.”) Each Loan Party shall, assist at Lender’s expense, cooperate in good faith with Lender in satisfying the market standards effecting any such Secondary Market Transaction and shall cooperate in good faith to which Lender customarily adheres or which may be implement all requirements reasonably required in the marketplace or imposed by the Rating Agencies participants involved in connection with any Secondary Market Transactions, Transaction (including, without limitation, to: (ia rating agency and/or an institutional purchaser, participant, or investor) (A) provide updated financial and including, without limitation, all structural or other information with respect changes to the PropertiesLoan Documents, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating modifications to any documents to the Properties and (C) provide updated appraisalsLoan Documents, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations delivery of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lenderrating agency or such other purchasers, any prospective purchaser of the Loan participants or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyanceinvestors, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and addressing such additional representations and warranties matters as the Rating Agencies rating agency or such other purchasers, participants, or investors may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, ; provided, however, that the Borrower shall not be required to modify any documents evidencing or amend any securing the Loan Document if such modification or amendment Documents that would modify (Ai) change the interest raterate payable under the Note, (ii) the stated maturity or Maturity Date, (iii) the amortization of principal as set forth herein or in of the Note, or (Biv) modify or amend any other material economic term terms or covenants of the Loan; (vi) Note. Each Loan Party shall provide such information and documents relating to the Loan Parties, the Designated Affiliates, the Collateral, and any additional contracts or other due diligence as Lender or the rating agency or such other purchasers, participants, or investors may reasonably request in connection with a Secondary Market Transaction. Lender shall have the right to provide to the rating agency or prospective purchasers, participants, or investors any information in its possession including, without limitation, financial statements relating to the Loan Parties, the Designated Affiliates, the Collateral, and any contracts or other due diligence. Each Loan Party acknowledges that certain information as regarding the Loan and the parties thereto and the Collateral may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth included in Section 12.1.1a private placement memorandum, prospectus, or as may otherwise be agreed upon by other disclosure documents and consents to the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIrelease of such information to third parties.

Cooperation. If requested Each Guarantor acknowledges that Lender and its successors and assigns may (a) sell this Guaranty, the Note and other Loan Documents to one or more investors as a whole loan, (b) participate the Loan secured by Lenderthis Guaranty to one or more investors, Borrower shall(c) deposit this Guaranty, assist Lender in satisfying the market standards Note and other Loan Documents with a trust, which trust may sell certificates to which Lender customarily adheres or which may be reasonably required investors evidencing an ownership interest in the marketplace trust assets, or (d) otherwise sell the Loan or one or more interests therein to investors (the transactions referred to in clauses (a) through (d) are hereinafter each referred to as “Secondary Market Transactions”). Each Guarantor shall reasonably cooperate with Lender at Lender’s cost and expense in effecting any such Secondary Market Transaction and shall reasonably cooperate to implement all requirements imposed by any Rating Agency involved in any Secondary Market Transaction. Each Guarantor shall provide such information and documents relating to such Guarantor, Borrowers, Mortgage Borrowers, the Rating Agencies Properties and any tenants of the Improvements as Lender may reasonably request in connection with any such Secondary Market TransactionsTransaction. In addition, each Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request in connection with such Secondary Market Transaction. Lender shall be permitted to share all such information with the investment banking firms, Rating Agencies, accounting firms, law firms and other third party advisory firms involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction provided such parties are held to customary confidentiality standards. It is understood that the information provided by any Guarantor to Lender may ultimately be incorporated into the offering documents for the Secondary Market Transaction and that various investors may also see some or all of the information. Lender and all of the aforesaid third party advisors and professional firms shall be entitled to rely on the information supplied by, or on behalf of, any Guarantor in the form as provided by such Guarantor. Lender may publicize the existence of the Loan in connection with its marketing for a Secondary Market Transaction, or otherwise as part of its business development. Notwithstanding anything to the contrary contained in this Guaranty, in the event of a Secondary Market Transaction, Guarantors shall be entitled to deal with and rely upon only one Servicer (having at least ten (10) years experience servicing loans) for all owners of interest in the Loan in connection with all matters relating to the Loan and shall not incur any costs greater than those that would be incurred if the lead lender were the only Lender (including enforcement costs). Any such transaction shall be at Lender’s sole cost and expense, including, without limitation, to: (i) (A) provide updated financial and other information with respect to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition cost of any reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors certifications or opinions required of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired Guarantors in connection with any such transaction. No such transaction shall result in a syndicate material increase in the obligations or securitization potential liability of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies Guarantors under this Guaranty and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as by reason of any requested covenant, representation, warranty, indemnity or certification or otherwise. Without limitation on the Rating Agencies may reasonably require; foregoing, in no event shall Guarantors have liability (vby way of certification, indemnity or otherwise) execute amendments for information or statements contained in third party reports used in connection with the secondary marketing transaction; provided, however Guarantor shall remain liable under Section 1.2 to the Loan Documents and Borrower's organizational documents reasonably requested extent any material misstatements or omissions are contained in such third party reports as a result of conduct by Lender, provided, however, Borrower that Borrower shall not be required is otherwise subject to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in exclusions from exculpation provided under Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XII1.2.

Cooperation. If During the Interim Period, the Company shall use its commercially reasonable efforts, and shall cause each of its Subsidiaries and its and their respective Representatives to use their respective commercially reasonable efforts, to provide Parent with all cooperation reasonably requested by Lender, Borrower shall, Parent to assist Lender Parent in satisfying causing the market standards to which Lender customarily adheres or which may be reasonably required conditions in the marketplace Commitment Letter to be satisfied or as is otherwise customary and reasonably requested by the Rating Agencies Parent in connection with the Debt Financing or any Secondary Market TransactionsTake-Out Financing, including, without limitation, including using commercially reasonable efforts to: (i) (A) provide updated as promptly as reasonably practicable in connection with the anticipated timing for the marketing of the Debt Financing or any Take-Out Financing, deliver to Parent the historical financial and other information statements with respect to the Properties, the business operated at the Properties, Borrower Company and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations its Subsidiaries specified in paragraph 4 of Exhibit C of the Properties together, if customary, Commitment Letter (it being agreed that these obligations with appropriate verification respect to any historical financial statement shall be deemed satisfied upon the filing of the applicable Company SEC Documents containing such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencieshistorical financial statements); (ii) provide access cause the Company’s independent accountants to (x) provide, consistent with customary practice: (A) customary auditor consents (including consents of accountants for use of their reports in any materials relating to any Take-Out Financing) and entry (B) customary comfort letters (including “negative assurance” comfort and change period comfort) with respect to financial information relating to the Properties during normal business hours Company and upon prior notice its Subsidiaries as reasonably requested by Parent and as customary for any offering or private placement of debt securities pursuant to Lender, any prospective purchaser Rule 144A under the Securities Act and (y) participate in a reasonable number of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender)accounting due diligence sessions; (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies[reserved]; (iv) provide updatedinformation regarding the Company and its Subsidiaries reasonably requested by Parent for the preparation of appropriate and customary materials for rating agency and lender and investor presentations, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE")bank information memoranda, representations offering documents, and warranties made other marketing documents reasonably requested and customarily provided in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably requireconnection with Debt Financing or any Take-Out Financing; (v) execute amendments and deliver customary authorization letters for the Debt Financing or any Take-Out Financing (in each case, to the Loan Documents extent included in a customary confidential information memorandum relating to a bank financing), limited solely to historical information of the Company and Borrower's organizational documents the Company Subsidiaries included in such confidential information memorandum, and solely to the extent the Company has had a reasonable time period to review such confidential information memorandum; (vi) furnish no later than four (4) Business Days prior to the Closing Date all documentation and other information that is reasonably requested by LenderParent that is required by regulatory authorities in connection with applicable “know your customer” and anti-money laundering rules and regulations, providedincluding the USA PATRIOT Act, howeverrelating to the Company and the Company Subsidiaries; (vii) facilitate the providing of guarantees, pledging of collateral and granting of security interests (including approvals therefore) in connection with the Debt Financing or any Take-Out Financing effective no earlier than, and subject to the occurrence of, the Closing; (viii) assist in the preparation and negotiation of, and facilitate the execution and delivery of, one or more credit agreements, indentures, guarantees, pledge and security documents, and other definitive financing documents and other certificates or documents as may be reasonably requested by Parent, the Debt Financing Sources, or any Take-Out Financing party (including customary officer’s and other closing certificates and back-up therefore), in each case effective no earlier than, and subject to the occurrence of, the Closing (subject, in each case, to the restrictions in the next paragraph); and (ix) deliver notices of prepayment within the time periods required by the relevant agreements governing Indebtedness and assist Parent in obtaining customary payoff letters (the “Debt Payoff Letters”), Lien terminations, and instruments of discharge to be delivered at Closing to allow for the payoff, discharge, and termination in full on the Closing Date of any material Indebtedness for borrowed money of the Company or its Subsidiaries that Borrower is reasonably requested by Parent to be paid off, discharged or terminated at Closing (upon reasonable prior written notice to the Company) or that is otherwise subject to mandatory prepayment (however described) or repayment in full as a result of the consummation of the Merger; provided the Company shall not be required to modify deliver any notice of prepayment or amend redemption or similar notice or document that is not conditioned on the consummation of the Merger or that if the Merger is not consummated results in liability to the Company. The foregoing notwithstanding, neither the Company nor any Loan Document if such modification of the Company Subsidiaries shall be required to take or amendment permit the taking of any action pursuant to this Section 6.04 that: (1) would require the Company, any of its Subsidiaries, or any Persons who are officers or directors of the Company or any of its Subsidiaries to: (A) change pass resolutions or consents to approve or authorize the interest rateexecution of the Debt Financing or any Take-Out Financing, the stated maturity (B) enter into, execute, or the amortization of principal as set forth herein deliver any certificate, document, instrument, or in the Noteagreement, or (C) agree to any change or modification of any existing certificate, document, instrument, or agreement; in each case, that would be effective prior to the Closing Date (it being agreed that no officers or directors shall be required to take any of the foregoing actions in clauses (A), (B) modify and (C) to the extent they are not continuing, or amend expected to continue, as an officer or director following the Closing); provided that none of the foregoing shall apply to any (x) letters and authorizations required in order to obtain comfort letters and auditor consents as described in Section 6.04(a)(ii) and (y) the authorization letters described in Section 6.04(a)(v); (2) cause any representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries, (3) require the Company or any of its Subsidiaries to pay any commitment or other similar fee or incur any other material economic term expense, liability, or obligation with respect to the Debt Financing or any Take-Out Financing prior to the Closing or have any obligation of the Loan; Company or any of its Subsidiaries under any agreement, certificate, document, or instrument with respect to the Debt Financing or any Take-Out Financing be effective prior to the Closing that would not be reimbursed or indemnified under Section 6.04(b), (vi4) cause any director, officer, employee, or stockholder of the Company or any of its Subsidiaries to incur any personal liability, (5) conflict with the organizational documents of the Company or any of its Subsidiaries or any Laws, (6) reasonably be expected to result in a violation or breach of, or a default (with or without notice, lapse of time, or both) under, any Contract to which the Company or any of its Subsidiaries is a party, (7) provide access to or disclose information that the Company or any additional of its Subsidiaries reasonably determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries or (8) would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries. Nothing contained in this Section 6.04 shall require the Company or any of its Subsidiaries, (1) prior to the Closing, to be an issuer or other obligor with respect to the Debt Financing or any Take-Out Financing, (2) to provide (A) a description of all or any component of the Debt Financing, including any “description of notes”, (B) risk factors relating solely to all or any component of the Debt Financing, (C) separate subsidiary financial statements or any other information as may be required to satisfy all requirements of the Securities Act type required by Rule 3-05, Rule 3-09, Rule 3-10 (defined below); and other than financial data sufficient to enable Parent to include disclosure regarding guarantor and non-guarantor information customarily included in offering memoranda for an offering of high-yield debt securities pursuant to Rule 144A) or Rule 3-16 of Regulation S-X or “segment reporting”, (viiD) transfer ownership Compensation Discussion and Analysis required by Item 402 of Properties Regulation S-K or (E) other information customarily excluded from an offering memorandum involving an offering of high-yield debt securities pursuant to newly formed singleRule 144A or (3) to provide (or be deemed to require the Company or any of its Subsidiaries to prepare) any (A) pro forma financial statements, (B) projections, (C) information regarding any post-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1Closing or pro forma cost savings, synergies, capitalization, ownership, or as may otherwise other post-Closing or pro forma adjustments or assumptions desired to be agreed upon by incorporated into any information used in connection with any financing of Parent or its Affiliates, including the Borrower Debt Financing and/or any Take-Out Financing, and/or (D) financial information concerning the Company or its Subsidiaries that the Company does not maintain in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIthe ordinary course of business.

Cooperation. If requested by Lender, Borrower shall, assist Lender in satisfying the market standards to which Lender customarily adheres or which 15.1 Seller has advised Buyer that it may be reasonably required in necessary after the marketplace Close of Escrow for Seller (or by its representatives) to audit the Rating Agencies Records and Plans with respect to the period prior to the Closing Date. In addition, Seller may require access to the such Books and Records in connection with any Secondary Market Transactions, including, without limitation, to: (i) (A) provide updated financial litigation by or against Seller and other information its Affiliates with respect to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to LenderProperty, any prospective purchaser of the Loan tax audit, examination or of any participation challenge or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loansimilar proceeding, the Rating Agencies or any other Person authorized by Lender); calculation of sums payable under SECTION 5. Accordingly, Buyer hereby: (iiii) use best efforts agrees to provide opinions of counsel, which may be relied upon by Lender, retain the Rating Agencies Records and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies Plans with respect to the Properties period prior to the Closing Date at the Property for a period of seven (7) years after the Close of Escrow or such additional period as may reasonably be requested by Seller; (ii) grants Seller, its Affiliates and Borrower their respective representatives access to the such Records and Plans and the Property after the Close of Escrow, at reasonable times and upon reasonable prior notice, for such purposes; (iii) subject to the rights of guests in guest rooms, tenants under tenant leases, grants Seller, its Affiliates, which counsel and opinions shall be satisfactory their respective representatives access to Lender and the Rating Agencies; Property after the Close of Escrow for the purpose of conducting such inspections and/or testing (ivincluding destructive testing) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information Property as may be required necessary or advisable in connection with any litigation and other proceedings to satisfy all requirements which Seller is a party (provided that Seller shall give Buyer prior notice of the Securities Act (defined below); and (viiscope of such inspections and testing) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender which shall be responsible scheduled for all costs such periods as shall be reasonably agreeable to the parties. 15.1.1 All inspections fees, appraisal fees, engineering fees and other expenses associated with this ARTICLE XIIof any kind relating to the inspection of the Property by Seller or Seller's Affiliate will paid for by Seller and/or Seller's Affiliate. 15.1.2 Prior to Seller or Seller's Affiliate's entry on the Property for the purpose of conducting inspections and/or tests, Seller or Seller's Affiliate shall provide Buyer with

Cooperation. If requested At the request of the holder of the Note and, to the extent not already required to be provided by LenderBorrower under this Agreement, Borrower shall, assist Lender shall use reasonable efforts to provide information in satisfying Borrower’s possession and not in the possession of the holder of the Note in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market TransactionsSecuritization, including, without limitation, to: (i) (Aa) provide updated financial financial, budget and other information with respect to the Properties, the business operated at the Properties, Borrower and Guarantor and provide modifications and/or updates to, at Lender’s cost, -124- the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews and reports (Phase I's I reports and, if appropriate, Phase II'sII reports) and engineering reports of each Individual Property obtained in connection with the making of the Loan (all of the foregoing being referred to as the “Provided Information”), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification and/or consents of such updated information the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (iib) provide access and entry make changes to the Properties during normal business hours and upon prior notice to Lenderspecial purpose entity provisions of the organizational documents of any Borrower, any prospective purchaser SPE Component Entity and their respective principals; provided, however, Borrower shall not be required to modify its organizational structure as of the Loan Closing Date, if such modification would cause Borrower or direct or indirect owners of interests in Borrower to incur any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender)additional tax liability; (iiic) use best efforts at Borrower’s expense, not to provide opinions of counselexceed $25,000, cause counsel to render or update existing opinion letters as to enforceability and non‑consolidation, and a 10b‑5 comfort letter, which may be relied upon by Lenderthe holder of the Note, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, dated as of the closing date of the Secondary Market Transaction Securitization; (d) subject to the "SECONDARY MARKET CLOSING DATE")rights of tenants, permit site inspections, appraisals, market studies and other due diligence investigations of the Properties, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be reasonably necessary or appropriate in connection with the Securitization, at Lender’s cost; (e) make the representations and warranties with respect to the Properties, Borrower, Guarantor and the Loan Documents as are made in the Loan Documents and such additional other representations and warranties as may be reasonably requested by the holder of the Note or the Rating Agencies may reasonably requireAgencies; (vf) at the expense of each of Borrower and Lender to the extent of their own costs, execute such amendments to the Loan Documents and Borrower's organizational documents reasonably as may be requested by Lenderthe holder of the Note or the Rating Agencies or otherwise to effect the Securitization including, without limitation, bifurcation of the Loan into two or more components and/or separate notes and/or creating a pari passu or senior/subordinate note structure (a “Loan Bifurcation”); provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (Ai) change the interest rate, the stated maturity maturity, the aggregate principal balance of the Loan or the amortization of principal as set forth herein or in the NoteNote except in connection with a Loan Bifurcation which may result in varying fixed interest rates, principal balances and amortization schedules on the components/notes, but which components shall have the same weighted average interest rate as the original Note prior to the Loan Bifurcation as well as the same aggregate principal balance and weighted amortization schedule except following an Event of Default or following any prepayment (Bwhether resulting from the application of Net Proceeds after a Casualty or Condemnation or otherwise) of any portion of the principal amount of the Loan, (ii) modify or amend any other material economic term of the Loan, (iii) otherwise materially increase the obligations or adversely decrease the rights of Borrower under the Loan Documents or (iv) result in Borrower being required to make more than one (1) monthly payment in the aggregate amount of all monthly payment obligations; (vig) provide deliver to Lender and/or any additional financial statements Rating Agency, (i) one or other information more certificates executed by an officer of the Borrower certifying as may to the accuracy, as of the closing date of the Securitization, of all representations made by Borrower in the Loan Documents as of the Closing Date in all relevant jurisdictions or, if such representations are no longer accurate, certifying as to what modifications to the representations would be required to satisfy make such representations accurate as of the closing date of the Securitization, and (ii) certificates of the relevant Governmental Authorities in all requirements relevant jurisdictions indicating the good standing and qualification of Borrower as of the date of the closing date of the Securitization; (h) have reasonably appropriate personnel participate in a bank meeting and/or presentation for the Rating Agencies or Investors; (i) cooperate with and assist Lender in obtaining ratings of the Securities Act from two (defined below)2) or more of the Rating Agencies; and (viij) transfer ownership of Properties to newly formed single-purpose entities acceptable supply to Lender such documentation, financial statements and reports in form and substance required for Lender to comply with Regulations S‑X and AB of the Rating Agenciesfederal securities laws, if applicable. Except as expressly Unless otherwise specifically set forth in this Section 12.1.113.3, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all reasonable third party costs and expenses associated incurred by Borrower or Guarantor in connection with Borrower’s complying with requests made under this ARTICLE XIISection 13.3 shall be borne by Borrower.

Cooperation. If requested by Lender, Borrower shall, assist Lender in satisfying Executive agrees to cooperate with the market standards Company and USAi to which Lender customarily adheres or which may be reasonably required provide for an orderly transition in the marketplace or leadership of the Company, including but not limited to working with a designated successor to Executive as Chief Executive Officer of the Company ("Successor") should such Successor be selected during the term of Executive's Employment Agreement. Executive acknowledges and agrees that such an action by USAi (and by the Rating Agencies Company) would not constitute a breach of the Employment Agreement, and would not constitute Good Reason for Executive to terminate his employment pursuant to said Agreement, and Executive hereby waives any such claim; provided, however, that any partial or complete assumption of Executive's duties and responsibilities by Successor (as determined by Executive in connection with his sole good faith discretion) shall not be deemed to be, or constitute, a breach of the Employment Agreement by Executive; and provided, further, that any Secondary Market Transactionscompensation payable to Successor, whether in cash, securities (including options) or otherwise, shall be excluded in computing Executive's Performance Bonus under the Employment Agreement. Except as expressly provided in this paragraph, the Company's and Executive's respective rights, duties and obligations under the Employment Agreement, which are separate and apart herefrom, shall not otherwise be affected hereby, including, without limitation, to: the Company's obligation upon request by Executive to repurchase Stock (iincluding USAi securities issued in exchange therefor or replacement thereof) (A) provide updated financial and other information with respect to the Propertiesfrom Executive, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies Rose▇ ▇▇▇ily Foundation and their respective counseltransferees, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, extent applicable; provided, however, that Borrower shall Executive must provide a 30-day notice to the Company for such repurchase and such repurchase obligation of the Company may be satisfied by USAi causing the Company to arrange to place Executive's Stock (including USAi securities issued in exchange therefor or replacement thereof) with a third party; provided, further, that USAi will cause the Company to pay Executive the excess, if any, of the amount of cash Executive would have received with respect to such repurchase obligation, over the amount received by Executive in such placement. The parties agree that prior to the effective time of the merger involving the Company and USAi, Executive may elect with respect to his outstanding stock options (i) to have such options assumed by USAi at the effective time pursuant to the terms of the merger agreement and/or (ii) to the extent such assumption is not be required elected, have USAi cause the Company to modify or amend any Loan Document if such modification or amendment would provide Executive at the effective time of the merger with an amount (the "spread") equal to the product of (A) change the interest rateexcess of the "merger consideration" per share in such merger over the exercise price per share of the option, the stated maturity or the amortization of principal as set forth herein or in the Note, or times (B) modify the number of shares subject to such option with respect to which Executive elects this clause (ii). To the extent Executive elects to receive the spread for all or amend any other material economic term a portion of his option, the Company may elect to provide the spread in cash and/or shares of USAi stock; provided, that, if requested by Executive at the effective time of the Loan; (vi) provide merger, USAi shall cause the Company to arrange to place any additional financial statements or other information as may be required such shares with a third party and USAi shall cause the Company to satisfy all requirements pay Executive the excess, if any, of the Securities Act (defined below); and (vii) transfer ownership amount of Properties cash Executive would have received for such portion of the spread, over the amount received by Executive in such placement. Executive hereby agrees not to newly formed single-purpose entities acceptable to Lender exercise any election under Section 9 of his December 15, 1993 option agreement with the Company, and waives the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIapplication of such section.

Cooperation. If requested by Lender(a) From the Execution Date until the earlier of (x) the date that Lender files an action to foreclose against the Property (the “Foreclosure Action”) after the occurrence of an Event of Default (the “Filing Date”) and (y) the satisfaction in full of the Note and all other obligations of Borrower under the Loan Documents, Borrower shall: (i) provide Lender with concurrent copies of all material written notices in any way related to the Property sent by Borrower, assist Lender and prompt copies of all material written notices in satisfying any way related to the market standards Property received by Borrower (it being understood that Borrower shall have no obligation to which Lender customarily adheres provide correspondence with Borrower’s attorneys’ accountants, or which may be reasonably required in the marketplace or by the Rating Agencies investors), (ii) in connection with any Secondary Market Transactionsthird party action, whether threatened or filed, in any way related to the Property, participate in meetings with Lender and its counsel regarding factual matters and appear for depositions and/or witness preparation sessions as may be reasonably requested by Lender’s counsel, (iii) maintain all material documents, agreements, surveys, plats, approvals, written notices and other items relating to the Property, and (iv) provide copies of such documents, agreements, surveys, plats, approvals, written notices, and all other items relating to the Property in the possession of Borrower, and/or its Affiliates, including, without limitation, to:Guarantor, as Lender or its counsel may reasonably request. (ib) (A) provide updated financial and other information with respect to At all times following the Properties, the business operated at the PropertiesExecution Date, Borrower agrees to execute and deliver, or to cause to be executed and delivered, such documents and to do, or cause to be done, such other acts and things as might reasonably be requested by Lender to assure that the Property Manager, (B) provide updated budgets relating benefits of this Agreement are realized by the parties hereto. Borrower specifically agrees to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to assist Lender and the Rating Agencies; entity designated by Lender (iiwhich entity may be Lender) provide access and entry (the “Transferee”) to take title to the Properties during normal business hours and upon prior notice to Property in the event of Lender, ’s foreclosure thereof in the disposition of any prospective purchaser claims asserted against or on behalf of the Loan Property or of any participation Lender or other interest therein (including any such interest to be acquired the Transferee in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, Property which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect arose prior to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIFiling Date.

Cooperation. If Prior to the Effective Time, the Company shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use its respective reasonable best efforts, to provide Parent with all customary cooperation reasonably requested by Lender, Borrower shall, Parent to assist Lender it in satisfying causing the market standards to which Lender customarily adheres or which may be reasonably required conditions in the marketplace Debt Commitment Letters to be satisfied or as is otherwise customary and reasonably requested by the Rating Agencies Parent in connection with any Secondary Market Transactionsthe Debt Financing, including, without limitation, toincluding using commercially reasonable efforts in connection with: (i) (A) provide updated financial assisting in preparation for and other information participating in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with respect rating agencies to the Properties, extent customary for the business operated Debt Financing contemplated by the Debt Commitment Letters at the Properties, Borrower times and the Property Manager, (B) provide updated budgets relating locations to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agenciesbe mutually agreed; (ii) provide access providing reasonable and entry customary assistance to Parent and the Properties during normal business hours Financing Sources with the preparation of customary rating agency presentations, bank information memoranda, lender presentations and upon prior notice to Lendersimilar marketing documents, any prospective purchaser of the Loan and high-yield offering prospectuses or of any participation or other interest therein (including any such interest to be acquired memoranda required in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender)Debt Financing; (iii) use assisting Parent in connection with the preparation and registration of any pledge and security documents, supplemental indentures, currency or interest hedging arrangements and other definitive financing documents as may be reasonably requested by Parent or the Financing Sources (including using reasonable best efforts to provide opinions obtain consents of counselaccountants for use of their reports in any materials relating to the Debt Financing and accountants’ comfort letters, which may be relied upon in each case as reasonably requested by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyanceParent), and true sale or any other opinion customary otherwise reasonably cooperating with Parent in Secondary Market Transactions or facilitating the pledging of collateral and the granting of security interests required by the Rating Agencies with respect to Debt Commitment Letters, it being understood that such documents will not take effect until the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating AgenciesClosing Date; (iv) provide updatedcooperating with Parent to obtain customary and reasonable corporate and facilities ratings, as consents (including the consent of the closing date Regions Bank referenced in Section 7.2(e) of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"this Agreement), representations landlord waivers and warranties made in the Loan Documents estoppels, non-disturbance agreements, legal opinions, surveys and such additional representations and warranties title insurance as the Rating Agencies may reasonably requirerequested by Parent; (v) execute amendments reasonably facilitating the pledging or the reaffirmation of the pledge of collateral (including obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or other retirement of existing Indebtedness and the release and termination of any and all related liens) to the Loan Documents and Borrower's organizational documents reasonably requested extent required by Lenderthe Debt Commitment Letters, provided, however, that Borrower shall not be required on or prior to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the LoanClosing Date; (vi) provide taking corporate and other actions, subject to the occurrence of the Closing, reasonably requested by Parent to (A) permit the consummation of the Debt Financing (including distributing the proceeds of the Debt Financing, if any, obtained by any additional Subsidiary of the Company to the Surviving Corporation); (B) obtain any FCC Consents or PSC Consents required for the Company or its Subsidiaries to participate in the Debt Financing by issuing evidences of indebtedness, or providing a guaranty or pledging their assets as security for such Debt Financing; and (C) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time (including a customary certificate of an officer of the Company with respect to solvency matters); (vii) furnishing Parent and the Financing Sources with customary documentation and information required by regulatory authorities pursuant to applicable “know your customer,” anti-money laundering rules and regulations and all information to the extent required by beneficial ownership regulations, in each case to the extent requested at least 10 Business Days prior to the Closing Date; (viii) cooperate reasonably with the Financing Sources’ due diligence, to the extent reasonably requested; (ix) as promptly as reasonably practicable, furnish Parent and Merger Sub (and Parent and Merger Sub may then furnish to applicable Financing Sources) with financial statements or other information as may be required to satisfy all requirements of be provided to Parent, Merger Sub or the Securities Act Financing Sources under the Debt Commitment Letters (defined belowincluding any exhibit thereto) (the “Required Financial Information”); and (viix) transfer ownership of Properties taking all reasonable actions necessary to newly formed single-purpose entities acceptable establish bank and other accounts and blocked account agreements and lock box arrangements to Lender and the Rating Agencies. Except as expressly set forth extent necessary in Section 12.1.1, or as may otherwise be agreed upon by connection with the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIDebt Financing.

Cooperation. If requested Carnival and P&O Princess shall each cooperate with the other and (i) use (and shall cause their respective Subsidiaries to use) all their respective reasonable best efforts promptly to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective the Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) use (and shall cause their respective Subsidiaries to use) all their respective reasonable best efforts to obtain as promptly as practicable all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party (other than Carnival Required Consents and P&O Princess Required Consents) necessary, proper or advisable to consummate the Transactions, and (iii) use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable to obtain the Carnival Required Consents or P&O Princess Required Consents, as the case may be; provided that neither Party shall be required by Lenderthis Section 4.5.2(ii) or (iii) to accept or agree to any conditions, Borrower shall, assist Lender in satisfying the market standards to which Lender customarily adheres terms or which may be reasonably required in the marketplace or by the Rating Agencies restrictions in connection with any Secondary Market Transactionssuch Carnival Required Consent or P&O Princess Required Consent, includingas the case may be, without limitationwhich, to: individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect on P&O Princess and/or Carnival after the Effective Time (i) (A) provide updated financial and other information it being understood that, for this purpose, materiality shall be considered with respect reference to the Properties, the business operated at the Properties, Borrower total equity market value of P&O Princess and the Property Manager, (B) provide updated budgets Carnival as a unified commercial enterprise). Subject to applicable Laws relating to the Properties exchange of information, Carnival and (C) provide updated appraisalsP&O Princess shall have the right to review in advance, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours extent practicable each will consult the other on, all the information relating to Carnival and upon prior notice to Lenderits Subsidiaries or P&O Princess and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any prospective purchaser of the Loan or of third party and/or any participation or other interest therein (including any such interest to be acquired Governmental Entity in connection with a syndicate or securitization the Transactions. In exercising the foregoing right, each of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies Carnival and their respective counsel, agents P&O Princess shall act reasonably and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, promptly as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIpracticable.

Cooperation. If requested Subject to the restrictions of Section 2.4 of the Funding Loan Agreement, at the Funding Lender’s or the Servicer’s request (to the extent not already required to be provided by Lenderthe Borrower under this Borrower Loan Agreement), the Borrower shall, assist Lender in satisfying shall use reasonable efforts to satisfy the market standards to which the Funding Lender or the Servicer customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies Funding Lender or the Servicer in connection with any one or more sales or assignments of all or a portion of the Governmental Lender Notes or participations therein or securitizations of single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or a portion of the Governmental Lender Notes (each such sale, assignment and/or securitization, a “Secondary Market TransactionsTransaction”); provided that neither the Borrower nor the Governmental Lender shall incur any third party or other out-of-pocket costs and expenses in connection with a Secondary Market Transaction, includingincluding the costs associated with the delivery of any Provided Information or any opinion required in connection therewith, without limitationand all such costs shall be paid by the Funding Lender or the Servicer, toand shall not materially modify Borrower’s rights or obligations. Without limiting the generality of the foregoing, the Borrower shall, so long as the Borrower Loan is still outstanding: (a) (i) (A) provide updated such financial and other information with respect to the PropertiesBorrower Loan, and with respect to the Project, the business operated at Borrower, the Properties, Borrower and the Property Manager, the contractor of the Project or the Borrower Controlling Entity, (Bii) provide updated budgets financial statements, audited, if available, relating to the Properties Project with customary disclaimers for any forward looking statements or lack of audit, and (C) provide updated iii), at the expense of the Funding Lender or the Servicer, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports (Phase I's ’s and, if appropriate, Phase II's’s), property condition reports, ALTA/ACSM, surveys engineering reports and other due diligence investigations of the Properties Project, as may be reasonably requested from time to time by the Funding Lender or the Servicer or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to the Funding Lender or the Servicer pursuant to this paragraph (a) being called the “Provided Information”), together, if customary, with appropriate verification of such updated information through letters of auditors and/or consents (including, without limitation, auditor consents) to include or incorporate by reference the Provided Information in an offering document or otherwise provide the Provided Information to investors and potential investors or opinions of counsel of independent attorneys acceptable to the Funding Lender or the Servicer and the Rating Agencies; (iib) provide access make such representations and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, warranties as of the closing date of the any Secondary Market Transaction (with respect to the "SECONDARY MARKET CLOSING DATE")Project, representations and warranties made in the Borrower, the Borrower Loan Documents and the Funding Loan Documents reasonably acceptable to the Funding Lender or the Servicer, consistent with the facts covered by such additional representations and warranties as they exist on the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below)date thereof; and (viic) transfer ownership of Properties execute such amendments to newly formed single-purpose entities acceptable to Lender the Borrower Loan Documents and the Rating Agencies. Except Funding Loan Documents to accommodate such Secondary Market Transaction so long as expressly set forth in Section 12.1.1, or as may such amendment does not affect the material economic terms of the Borrower Loan Documents and the Funding Loan Documents and is not otherwise be agreed upon by adverse to the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIits reasonable discretion.

Cooperation. If requested by LenderBorrower acknowledges that Lender and its successors and assigns may (a) sell, transfer or assign this Agreement, the Note and the other Loan Documents to one or more investors as a whole loan, in a rated or unrated public offering or private placement, (b) participate the Loan to one or more investors in a rated or unrated public offering or private placement, (c) deposit the Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets in a rated or unrated public offering or private placement, or (d) otherwise sell the Loan or interest therein to investors in a rated or unrated public offering or private placement (the transactions referred to in clauses (a) through (d) are hereinafter referred to as "Secondary Market Transactions"). Borrower shall, assist shall cooperate in good faith with Agent and Lender in satisfying the market standards effecting any such Secondary Market Transaction and shall cooperate in good faith to which Lender customarily adheres or which may be implement all requirements reasonably required in the marketplace or imposed by the Rating Agencies participants involved in connection with any Secondary Market TransactionsTransaction (including without limitation, an institutional purchaser, participant or investor) including, without limitation, to: (i) (A) provide updated financial and all structural or other information with respect changes to the PropertiesLoan, modifications to any documents evidencing or securing the business operated at the PropertiesLoan, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations delivery of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel reasonably acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lendersuch other purchasers, any prospective purchaser of the Loan participants or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies investors may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, ; provided, however, that Borrower shall not be required to modify any documents evidencing or amend any securing the Loan Document if such modification or amendment which would (Ai) change modify the interest raterate payable under the Note, (ii) modify the stated maturity or of the Note, (iii) modify the amortization of principal as set forth herein or in of the Note, or (Biv) modify or amend conflict with any other material economic term terms or covenants of the Loan; , (v) increase the Borrower's or Master Tenant's or Guarantor's liability or obligations under the Loan Documents or (vi) provide any additional financial statements reduce the Borrower's or other information as may be required Master Tenant's or Guarantor's rights under the Loan Documents, including, but not limited to, Borrower's right to satisfy all requirements of defease the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and Loan on the Rating Agencies. Except as expressly terms set forth in Section 12.1.12.9. Borrower shall provide such information and documents relating to Borrower, Guarantor, Master Tenant and the Project. Borrower acknowledges that certain information regarding the Loan, Guarantor, Master Tenant and the Project may be included in a private placement memorandum, prospectus or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIother disclosure documents.

Cooperation. If Prior to the Effective Time, the Company shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use its respective reasonable best efforts, to provide, in each case, at Parent’s sole expense, Parent with all cooperation reasonably requested by Lender, Borrower shall, Parent to assist Lender it in satisfying causing the market standards to which Lender customarily adheres or which may be reasonably required conditions in the marketplace Debt Commitment Letters to be satisfied or as is otherwise reasonably requested by the Rating Agencies Parent in connection with any Secondary Market Transactionsthe Debt Financing, including, without limitation, toincluding using reasonable best efforts in connection with: (i) (A) provide updated financial participating in a reasonable and other information limited number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies to the extent customary for the Debt Financing contemplated by the Debt Commitment Letters at times and locations to be mutually agreed and otherwise reasonably cooperating with the marketing efforts of Parent, Merger Sub and the Financing Sources with respect to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating AgenciesDebt Financing; (ii) provide access assisting Parent and entry to the Properties during normal Financing Sources with the preparation of customary rating agency presentations, bank information memoranda, high-yield offering prospectuses or memoranda, business hours projections and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired pro forma financial statements required in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender)Debt Financing; (iii) use best efforts to provide opinions furnishing Parent with the historical financial statements of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary Company identified in Secondary Market Transactions or required by Section 5 of Exhibit A of the Rating Agencies with respect to Debt Commitment Letter (the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies“Required Financial Information”); (iv) provide updatedassisting Parent in connection with the preparation and registration of (but not executing) any pledge and security documents, supplemental indentures, currency or interest hedging arrangements and other definitive financing documents as may be reasonably requested by Parent or the Financing Sources (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"Debt Financing and accountants’ comfort letters, in each case as reasonably requested by Parent), representations and warranties made otherwise reasonably cooperating with Parent in facilitating the Loan Documents pledging of collateral and the granting of security interests required by the Debt Commitment Letters, it being understood that such additional representations and warranties as documents will not take effect until the Rating Agencies may reasonably requireEffective Time; (v) execute amendments cooperating with Parent to the Loan Documents obtain customary and Borrower's organizational documents reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, legal opinions, surveys and title insurance as reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the LoanParent; (vi) provide reasonably facilitating the pledging or the reaffirmation of the pledge of collateral (including obtaining and delivering any additional financial statements pay-off letters and other cooperation in connection with the repayment or other information as may be retirement of existing Indebtedness and the release and termination of any and all related liens) to the extent required by the Debt Commitment Letters, on or prior to satisfy all requirements the Closing Date; (vii) taking corporate and other actions, subject to the occurrence of the Securities Act Closing, reasonably requested by Parent to (defined belowA) permit the consummation of the Debt Financing (including distributing the proceeds of the Debt Financing, if any, obtained by any Subsidiary of the Company to the Surviving Corporation); and (B) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time (including a customary certificate of an officer of the Company with respect to solvency matters); (viii) furnishing Parent and the Financing Sources promptly, and in any event at least three (3) Business Days prior to the Closing Date, with all necessary documentation and information required by regulatory authorities or requested by any Financing Source pursuant to applicable “know your customer” and anti-money laundering rules and regulations to the extent requested at least ten (10) Business Days prior to the Closing Date; and (viiix) transfer ownership delivering notices of Properties to newly formed single-purpose entities acceptable to Lender and prepayment within the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon time periods required by the Borrower relevant agreements governing Indebtedness of the Company and its Subsidiaries and obtaining payoff letters, lien terminations and instruments of discharge, in writingeach case reasonably satisfactory to Parent’s financing sources in connection with the Financing, Lender shall to be responsible delivered at the Closing, and giving any other necessary notices, to allow for all costs the payoff, discharge and expenses associated with this ARTICLE XIItermination in full at the Closing of the Indebtedness of the Company and its Subsidiaries.

Cooperation. If requested At Lender's request (to the extent not already required to be provided by LenderBorrower and Manager under this Agreement), Borrower shall, assist Lender in satisfying and Manager shall use reasonable efforts to satisfy the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactionsthe sale of the Note or participation therein or the first successful securitization (such sale and/or securitization, includingthe "SECURITIZATION") of rated single or multi-class securities (the "SECURITIES") secured by or evidencing ownership interests in the Note and the Mortgage. Without limiting the generality of the foregoing, without limitation, toBorrower and Manager shall: (i) (A) provide updated such financial and other information with respect to the Properties, the business operated at the PropertiesProperty, Borrower and its Affiliates, Manager and its Affiliates and any tenants of the Property ManagerProperty, (Bii) provide updated business plans and budgets relating to the Properties Property and (Ciii) provide updated perform or permit or cause to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and reports (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys engineering reports and other due diligence investigations of the Properties Property, as may be reasonably requested by Lender or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization (the items provided to Lender pursuant to this paragraph (a) being called the "PROVIDED INFORMATION"), together, if customary, with appropriate verification of such updated information and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (iib) provide access and entry at Borrower's or Manager's expense, as the case may be, cause counsel to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide render opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, true sale and true sale or contribution and any other opinion customary in Secondary Market Transactions or required by the Rating Agencies securitization transactions with respect to the Properties and Property, Borrower and its Affiliates, Manager and its Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (ivc) provide updated, make such representations and warranties as of the closing date of the Secondary Market Transaction (Securitization with respect to the "SECONDARY MARKET CLOSING DATE")Property, Borrower, Manager and the Loan Documents as are customarily provided in securitization transactions and as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably requireDocuments; (vd) provide current certificates of good standing and qualification with respect to Borrower from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Documents, Borrower's organizational documents, Manager's organizational documents reasonably and enter into a lock-box or similar arrangement with respect to the Rents and establish and fund such reserve funds (including reserve funds for deferred maintenance and capital improvements) as may be requested by LenderLender or the Rating Agencies or otherwise to effect the Securitization, providedprovided that nothing contained in this subsection (e) shall result in an economic change in the overall transaction. Notwithstanding anything to the contrary contained herein or in any other Loan Documents, however, that Borrower and/or Manager shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change reimburse Lender for the interest rate, the stated maturity or the amortization pro rata portion of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all reasonable third party costs and expenses associated incurred by Lender in connection with a Securitization (or any attempt to securitize the Loan) which are attributable to Borrower and/or Manager complying with requests made under this ARTICLE XIISection 9.1, up to a maximum aggregate amount equal to 37.5 basis points of the original Principal, which Borrower shall deposit with Lender in the Securitization Expense Subaccount of the Deposit Account on the Conversion Date. If Lender fails to use all the funds in the Securitization Expense Subaccount, provided no Event of Default has occurred and is continuing, Lender (or Servicer) shall refund such remaining funds as directed by Manager with interest earned thereon, if any.

Cooperation. If requested by Lenderthe managing underwriter in a Qualified IPO, Borrower following the earliest occurrence of any Issuance, JD Group shall, assist Lender and shall cause its Subsidiaries to, agree not to effect any transfer of Equity Securities of JD Finance other than as part of the Qualified IPO during a lock-up period for the longer of (i) any statutory lock-up period and (ii) a period that the managing underwriter reasonably determines to be customary for major stockholders in satisfying the market standards to which Lender customarily adheres or which may be reasonably required a large initial public offering after consultation with JD Group; provided , that in the marketplace case of clause (ii), such lock-up period is not longer than, and shall expire no later than the expiration of, any lock-up period required to be agreed to by any other seller of Equity Securities of JD Finance in the offering (including any management seller) that is expected to sell shares constituting more than 20% of the aggregate shares to be offered in the offering. If JD Group or by any of its Subsidiaries is selling equity interests in the Rating Agencies Qualified IPO, JD Group and such Subsidiaries shall enter into customary underwriting and other agreements and documentation in connection with such offering on terms substantially similar to those applicable to JD Finance, and furnish to JD Finance such information regarding JD Group and its intended method of distribution of the equity interests to be sold as JD Finance may from time to time reasonably request in order to comply with JD Finance’s obligations under all applicable securities and other Laws and to ensure that the prospectus or other offering documents conform to applicable securities and other Laws. If JD Group or any Secondary Market Transactionsof its Subsidiaries is selling equity interests in the Qualified IPO, JD Finance shall fully cooperate with the marketing of the equity interests to be sold in the offering, including the equity interests to be sold by JD Group and its Subsidiaries, including, without limitationat the recommendation or request of the managing underwriter, to: (i) (A) provide updated financial making its officers available to participate in “road show,” “one on one” and other information with respect to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of customary marketing activities in such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, locations as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required recommended by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIImanaging underwriter.

Cooperation. If requested At the request of the holder of the Note and, to the extent not already required to be provided by LenderBorrower under this Agreement, Borrower shall, assist Lender and Borrower Principal shall use reasonable efforts to provide information not in satisfying the possession of the holder of the Note in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactionssuch sales or transfers, including, without limitation, to: (a) provide, or cause Mortgage Borrower to provide, (i) (A) provide updated financial financial, budget and other information with respect to the PropertiesProperty, the business operated at the PropertiesCollateral, Borrower, Mortgage Borrower, Sponsor, Borrower Principal and the Property Manager, Manager and (Bii) provide updated budgets relating modifications and/or updates to the Properties and (C) provide updated appraisals, market studies, environmental reviews and reports (Phase I's I reports and, if appropriate, Phase II'sII reports) and engineering reports of the Property obtained in connection with the making of the Loan (all of the foregoing being referred to as the "PROVIDED INFORMATION"), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification and/or consents of such updated information the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (iib) provide access and entry make changes to the Properties during normal business hours and upon prior notice to Lenderorganizational documents of Borrower, any prospective purchaser of the Loan Senior Mezzanine Borrower or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender)Mortgage Borrower; (iiic) use best efforts at Borrower's expense, cause counsel to provide opinions of counselrender or update existing opinion letters as to enforceability and non-consolidation, which may be relied upon by Lenderthe holder of the Note, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, dated as of the closing date of the Secondary Market Transaction Securitization; (d) provided Lender gives at least 2 days advance notice and agrees to use reasonable efforts to minimize interference with any tenants, permit site inspections, appraisals, market studies and other due diligence investigations of the "SECONDARY MARKET CLOSING DATE")Property, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization; (e) make the representations and warranties with respect to the Property, the Collateral, Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower Principal, Manager and the Loan Documents as Borrower has made in the Loan Documents and and, subject to such additional knowledge or diligence qualifiers as may be necessary, such other representations and warranties with respect to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Property, the Collateral and Manager, as may be reasonably requested by the holder of the Note or the Rating Agencies may reasonably requireAgencies; (vf) execute such amendments to the Loan Documents and Borrower's organizational documents reasonably as may be requested by Lenderthe holder of the Note or the Rating Agencies or otherwise to effect the Securitization including, without limitation, bifurcation of the Loan into two or more components and/or separate notes and/or creating a senior/subordinate note structure; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (Ai) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, except in connection with a bifurcation of the Loan 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, or (Bii) in the reasonable judgment of Borrower, modify or amend any other material economic term of the Loan, or (iii) in the reasonable judgment of Borrower, materially increase Borrower's obligations and liabilities, or materially decrease Borrower's rights, under the Loan Documents. Borrower acknowledges that in connection with a Securitization, Lender may change the Selected Day in its sole discretion, but in no event to earlier than the fifth (5th) of each month. (g) deliver to Lender and/or any Rating Agency, (i) one or more certificates executed by an officer of Borrower certifying as to the accuracy, as of the closing date of the Securitization, of all representations made by Borrower in the Loan Documents as of the date hereof in all relevant jurisdictions or, if such representations are no longer accurate, certifying as to what modifications to the representations would be required to make such representations accurate as of the closing date of the Securitization, and (ii) certificates of the relevant Governmental Authorities in all relevant jurisdictions indicating the good standing and qualification of Borrower as of the date of the closing date of the Securitization; (vih) provide any additional financial statements have reasonably appropriate personnel participate in a bank meeting and/or presentation for the Rating Agencies or other information as may be required to satisfy all requirements of the Securities Act (defined below)Investors; and (viii) transfer ownership cooperate with and assist Lender in obtaining ratings of Properties to newly formed single-purpose entities acceptable to Lender and the Securities from two (2) or more of the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for pay all costs and expenses associated incurred by Borrower in connection with the compliance of Borrower and, if applicable, Mortgage Borrower and Borrower Principal, with requests made under this ARTICLE XIISection 13.4, including, without limitation, any additional costs and expenses payable in connection with the substitution for Factory Mutual of an acceptable insurer pursuant to Section 8.1 hereof; provided, however, that Borrower shall not be responsible for the payment of any costs or expenses incurred by or on behalf of Lender, or any Rating Agency fees, in connection with a Securitization. In the event that Borrower requests any consent or approval hereunder and the provisions of this Agreement or any Loan Documents require the receipt of written confirmation from each Rating Agency with respect to the rating on the Securities, or, in accordance with the terms of the transaction documents relating to a Securitization, such a rating confirmation is required in order for the consent of Lender to be given, Borrower shall pay all of the costs and expenses of Lender, Lender's servicer and each Rating Agency in connection therewith, and, if applicable, shall pay any fees imposed by any Rating Agency as a condition to the delivery of such confirmation.

Cooperation. If requested by LenderBorrower and Maryland Owner agree that each of them, and all other Borrower shallParties, assist will cooperate with Lender in satisfying connection with any sale or transfer of all or a portion of the Loan, any Syndication or any Participation and/or Securities created pursuant to this Article XIII. Without limiting the generality of the immediately preceding sentence, at the request of the holder of the Note, to the extent not already required to be provided by Borrower and Maryland Owner under this Agreement, Borrower, Maryland Owner and Guarantor shall use reasonable efforts to provide information relating to each Borrower Party, Manager and/or the Property not in the possession of the holder of the Note in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactionssuch sales or transfers, including, without limitation, including to: (i) (Aa) provide updated financial financial, budget and other information with respect to the Propertieseach Individual Property, the business operated at the Propertiesand each Borrower Party required to deliver financial, Borrower budget or other information pursuant to Section 5.11 and, subject to any restrictions contained in a Management or Franchise Agreement, Manager and the Property ManagerFranchisor, (B) and provide updated budgets relating modifications and/or updates to the Properties and (C) provide updated appraisals, market studies, environmental reviews and reports (Phase I's I reports and, if appropriate, Phase II'sII reports) and engineering reports of each Individual Property obtained in connection with the making of the Loan (all of the foregoing, together with the information required to be provided pursuant to Section 13.4, being referred to as the “Provided Information”), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification and/or consents of such updated information the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (iib) provide access and entry make changes to the Properties during normal business hours and upon prior notice to Lenderorganizational documents of Borrower, Maryland Owner, any prospective purchaser SPE Component Entity and their respective principals relating to the single purpose bankruptcy remote nature of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the LoanBorrower, the Rating Agencies Maryland Owner or any other Person authorized by Lender)SPE Component Entity; (iiii) use best efforts at Borrower’s and Maryland Owner’s expense, cause counsel to provide opinions of counselrender or update existing opinion letters as to enforceability and non-consolidation, which may be relied upon by Lenderthe holder of the Note, the Rating Agencies and their respective counsel, agents which shall be dated as of the Securitization Closing Date; and representatives, (ii) at Borrower’s sole expense (notwithstanding anything to the contrary contained herein) obtain revised opinions of counsel as to nonthe status of any Borrower Party as a single-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or member limited liability company (as applicable) as may be required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agenciestheir counsel; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XII.

Cooperation. If requested by LenderBorrowers acknowledge that Lender and its, Borrower shallsuccessors and assigns may (a) sell, assist transfer or assign this Agreement, the Note and the other Loan Documents to one or more investors as a whole loan, in a rated or unrated public offering or private placement, (b) participate the Loan to one or more investors in a rated or unrated public offering or private placement, (c) deposit the Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets in a rated or unrated public offering or private placement, or (d) otherwise sell the Loan or interest therein to investors in a rated or unrated public offering or private placement (the transactions referred to in clauses (a) through (d) are hereinafter referred to as "Secondary Market Transactions"). Borrowers shall cooperate in good faith with Agent and Lender in satisfying the market standards effecting any such Secondary Market Transaction and shall cooperate in good faith to which Lender customarily adheres or which may be implement all requirements reasonably required in the marketplace or imposed by the Rating Agencies participants involved in connection with any Secondary Market TransactionsTransaction (including without limitation, an institutional purchaser, participant or investor) including, without limitation, to: (i) (A) provide updated financial and all structural or other information with respect changes to the PropertiesLoan, modifications to any documents evidencing or securing the business operated at the PropertiesLoan, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations delivery of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel reasonably acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lendersuch other purchasers, any prospective purchaser of the Loan participants or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies investors may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, ; provided, however, that Borrower Borrowers shall not be required to modify any documents evidencing or amend any securing the Loan Document if such modification or amendment which would (Ai) change modify the interest raterate payable under the Note, (ii) modify the stated maturity or of the Note; (iii) modify the amortization of principal as set forth herein or in of the Note, or (Biv) modify or amend conflict with any other material economic term terms or covenants of the Loan; , (v) conflict with any Master Lease or (vi) increase the Borrowers' liability or obligations under the Loan Documents. Borrowers shall provide any additional financial statements such information and documents relating to Borrowers, Loan Parties, the Projects and the Master Tenants. Borrowers acknowledge that certain information regarding the Loan and the Loan Parties and the Projects may be included in a private placement memorandum, prospectus or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIdisclosure documents.

Cooperation. If requested Guarantor acknowledges that Lender and its successors and assigns may (i) sell this Guaranty, the Note and other Loan Documents to one or more investors as a whole loan, (ii) participate the Loan secured by Lenderthis Guaranty to one or more investors, Borrower shall(iii) deposit this Guaranty, assist the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, or (iv) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses (i) through (iv) are hereinafter each referred to as "Secondary Market Transaction"). Guarantor shall cooperate with Lender in satisfying the market standards effecting any such Secondary Market Transaction and shall cooperate to which Lender customarily adheres or which may be reasonably required implement all requirements imposed by any Rating Agency involved in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, including, without limitation, to: (i) (A) provide updated financial and other information with respect to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, Transaction; provided, however, that Borrower Guarantor shall not be required to bear any increased risk or incur any liability or cost as a result of such cooperation and shall not be required to modify or amend any Loan Document this Guaranty if such modification or amendment would (Ai) change the interest ratehave a material adverse economic effect on Guarantor, the stated maturity or the amortization of principal as set forth herein or in the Note, or (Bii) modify or amend any other material economic term of this Guaranty, or (iii) otherwise materially increase the Loan; (vi) obligations or materially decrease the rights of Guarantor pursuant to this Guaranty and the other Loan Documents. Guarantor shall provide such information and documents relating to Guarantor, Borrower, the Property and, to the extent available using commercially reasonable efforts, any additional tenants of the Improvements as Lender may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms, Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction; provided that if Lender discloses the personal financial statements or other information as may be required of Guarantor to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth any investor in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writingconnection with a Secondary Market Transaction, Lender shall cause such investor to execute a confidentiality agreement reasonably acceptable to Guarantor. It is understood that the information provided by Guarantor to Lender may ultimately be responsible incorporated into the offering documents for the Secondary Market Transaction and thus various investors may also see some or all costs of the information. Lender and expenses associated all of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied by, or on behalf of, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan in connection with this ARTICLE XIIits marketing for a Secondary Market Transaction or otherwise as part of its business development.

Cooperation. If requested Subject to the terms of Section 13.8 hereof, at the request of the holder of the Note and, to the extent not already required to be provided by LenderBorrower under this Agreement, Borrower shall, assist Lender shall use reasonable efforts to provide information not in satisfying the possession of the holder of the Note in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market TransactionsSecuritization, including, without limitation, to: (i) (Aa) provide updated financial financial, budget and other information with respect to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) Guarantor and provide updated budgets relating modifications and/or updates to the Properties and (C) provide updated appraisals, market studies, environmental reviews and reports (Phase I's I reports and, if appropriate, Phase II's)II reports) and engineering reports of the Properties obtained in connection with the making of the Loan (all of the foregoing, together with such information with respect to the Properties, Borrower, Operating Lessee, Sponsor and Guarantor furnished to Lender by or on behalf of Borrower in connection with the underwriting of the Loan or the performance of the Borrower’s, Operating Lessee’s, the Guarantor’s and/or the Sponsor’s obligations under the Loan Documents, including, without limitation, financial statements, operating statements, rent rolls, environmental site assessments and property condition reports, ALTA/ACSMbeing referred to as the “Provided Information”), surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification and/or consents of such updated information the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender L▇▇▇▇▇ and the Rating Agencies; (iib) provide access and entry make changes to the Properties during normal business hours and upon prior notice to Lenderspecial purpose entity provisions of the organizational documents of Borrower, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender)SPE Component Entity and their respective principals; (iiic) use best efforts cause counsel to provide opinions of counselrender or update existing opinion letters as to enforceability and non-consolidation, and a 10b-5 comfort letter, which may be relied upon by Lenderthe holder of the Note, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, dated as of the closing date of the Secondary Market Transaction Securitization; (d) permit site inspections, appraisals, market studies and other due diligence investigations of the "SECONDARY MARKET CLOSING DATE")Properties, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization; (e) make the representations and warranties with respect to the Properties, Borrower, Guarantor and the Loan Documents as are made in the Loan Documents and such additional other representations and warranties as may be reasonably requested by the holder of the Note or the Rating Agencies may reasonably requireAgencies; (vf) execute such amendments to the Loan Documents and Borrower's organizational documents reasonably as may be requested by Lenderthe holder of the Note or the Rating Agencies or otherwise to effect the Securitization including, without limitation, bifurcation of the Loan into two or more components and/or separate notes and/or creating a pari passu or senior/subordinate note structure (a “Loan Bifurcation”); provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (Ai) change the interest rate, the stated maturity maturity, the aggregate principal balance of the Loan or the amortization of principal as set forth herein or in the Note, except in connection with a Loan Bifurcation which may result in varying fixed interest rates, principal balances and amortization schedules on the components/notes, but which components shall have the same weighted average interest rate as the original Note prior to the Loan Bifurcation as well as the same aggregate principal balance and weighted amortization schedule except following an Event of Default or following any prepayment (Bwhether resulting from the application of Net Proceeds after a Casualty or Condemnation or otherwise) of any portion of the principal amount of the Loan, (ii) modify or amend any other material economic term of the Loan, or (iii) otherwise materially increase the obligations or decrease the rights of Borrower under the Loan Documents; (vig) provide deliver to Lender and/or any additional financial statements Rating Agency, (i) one or other information more certificates executed by an officer of Borrower certifying as may to the accuracy, as of the closing date of the Securitization, of all representations made by Borrower in the Loan Documents as of the Closing Date in all relevant jurisdictions or, if such representations are no longer accurate, certifying as to what modifications to the representations would be required to satisfy make such representations accurate as of the closing date of the Securitization, and (ii) certificates of the relevant Governmental Authorities in all requirements relevant jurisdictions indicating the good standing and qualification of Borrower as of the date of the closing date of the Securitization; (h) have reasonably appropriate personnel participate in a bank meeting and/or presentation for the Rating Agencies or Investors; (i) cooperate with and assist L▇▇▇▇▇ in obtaining ratings of the Securities Act from two (defined below)2) or more of the Rating Agencies; and (viij) transfer ownership of Properties to newly formed single-purpose entities acceptable supply to Lender such documentation, financial statements and reports in form and substance required for Lender to comply with Regulations S-X and AB of the Rating Agenciesfederal securities laws, if applicable. Except as expressly set forth Other than cost and expenses of attorneys, accountants and other professionals engaged by Borrower or its Affiliates, Borrower shall not be obligated to incur any material cost or expense in connection with complying with requests made under this Section 12.1.113.4; provided, or as may otherwise be agreed upon by however, any modifications and/or updates to the Borrower appraisals, market studies, environmental reviews and reports (Phase I reports and, if appropriate, Phase II reports) and engineering reports of the Properties obtained in writing, Lender connection with the making of the Loan shall be responsible for all costs at Lender’s cost and expenses associated with this ARTICLE XIIexpense.

Cooperation. If requested Guarantor acknowledges that Lender and its successors and assigns may (i) sell this Guaranty, the Note and other Loan Documents to one or more investors as a whole loan, (ii) participate the Loan secured by Lenderthis Guaranty to one or more investors, Borrower shall(iii) deposit this Guaranty, assist the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, or (iv) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses (i) through (iv) are hereinafter each referred to as “Secondary Market Transaction”). Guarantor shall cooperate with Lender in satisfying the market standards effecting any such Secondary Market Transaction and shall cooperate to which implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor shall provide such information and documents relating to Guarantor as Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies request in connection with any such Secondary Market TransactionsTransaction. In addition, includingGuarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), without limitationRating Agencies, to: (i) (A) provide updated financial accounting firms, law firms and other information third-party advisory firms involved with respect to the Properties, the business operated at the Properties, Borrower Loan and the Property Manager, (B) provide updated budgets relating to Loan Documents or the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of applicable Secondary Market Transaction. It is understood that the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable provided by Guarantor to Lender and may ultimately be incorporated into the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of offering documents for the Secondary Market Transaction (and thus various investors may also see some or all of the "SECONDARY MARKET CLOSING DATE")information. Lender and all of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied by, representations and warranties made or on behalf of, Guarantor in the Loan Documents and such additional representations and warranties form as provided by Guarantor. Lender may publicize the Rating Agencies may reasonably require; (v) execute amendments to existence of the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify in connection with its marketing for a Secondary Market Transaction or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization otherwise as part of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agenciesits business development. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all All reasonable third party costs and expenses associated incurred by Guarantor in connection with Guarantor’s complying with requests made under this ARTICLE XIISection 5.14 shall be paid by Lender.

Cooperation. (a) Borrower acknowledges that Lender and its successors and assigns may without notice to or consent from Borrower (i) sell this Agreement, the Mortgage, the Note, the other Loan Documents, and any and all servicing rights thereto to one or more investors as a whole loan, (ii) participate the Loan to one or more investors, (iii) deposit this Agreement, 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 (iv) otherwise sell or encumber the Loan or interests therein to investors (the transactions referred to in clauses (i) through (iv) are hereinafter each referred to as a “Secondary Market Transaction”). Borrower shall cooperate with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all requirements imposed by any rating agency involved in any Secondary Market Transaction. Borrower further agrees that Lender may, without any notice to or consent from Borrower, disseminate to any such actual or potential purchaser(s), assignee(s), lender(s) or participant(s) all 42 documents and information (including all financial information) which has been or is hereafter provided to or known to Lender with respect to: (a) the Project and its operation; (b) any party connected with the Loan (including Borrower, any Borrower Party, any partner of Borrower or any Borrower Party, any constituent partner or member of Borrower or any Borrower Party), and/or (c) any lending relationship other than the Loan which Lender may have with any party connected with the Loan. Borrower shall provide such information and documents (and updated information and documents) relating to Borrower, Guarantor and the Project as Lender may request in connection with such Secondary Market Transaction, together with such opinion(s) of counsel as Lender may reasonably request. In addition, Borrower shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms, rating agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction. It is understood that the information provided by Borrower to Lender may ultimately be incorporated into the offering documents for the Secondary Market Transaction and thus various investors may also see some or all of the information. Lender and all of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied by or on behalf of Borrower. Borrower also agrees to execute any amendment of or supplement to this Agreement and the other Loan Documents as Lender may reasonably request in connection with any Secondary Market Transaction, provided that such amendment or supplement does not change any of the economic terms of the Loan or materially increase Borrower’s non-monetary Obligations or materially diminish Borrower’s rights under this Agreement and the other Loan Documents. All reasonable third party costs and expenses incurred by any Loan Party in connection with Borrower’s complying with requests made under this Section 8.15 shall be paid by Lender, except for Borrower’s attorneys’ fees. In the event of any such sale, assignment, encumbrance, grant or participation, Lender and the parties to such transaction will share in the rights and obligations of Lender as set forth in the Loan Documents only as and to the extent they agree among themselves. (b) Lender shall have the right, at its own expense, at any time, to modify the Loan in order to create one or more notes of equal or varying priority and/or interest rates (including, without limitation, so-called “A/B Notes”); provided, that: (i) the Principal Balance of the Loan as of the effective date of such modification equals the Principal Balance of the Loan immediately prior to such modification; and (ii) the weighted average stated interest rate of all such notes on the date created shall equal the stated interest rates that were applicable to the Loan immediately prior to such modification of the Loan. Lender shall have the right to modify the Loan in accordance with this Section 8.15(b) upon notice to Borrower in which event such modification shall then be deemed effective. If requested by Lender, Borrower shall promptly execute an amendment to this Agreement, the Note and the other Loan Documents to evidence such modification; provided that such amendment shall have no materially adverse tax consequences to Borrower or any of its direct or indirect owners. Borrower shall, assist at its own expense, cooperate with all reasonable requests of Lender in satisfying order to establish the market standards “component” notes and shall execute and deliver such documents as shall reasonably be required by Lender in connection therewith. (c) The indemnity obligations of Borrower under the Loan Documents (including under Section 8.12) will also apply with respect to which any purchaser, assignee, lender or participant. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 8.15, Lender customarily adheres may (without notice to Borrower and without payment of any fee) at any time and from time to time pledge and assign all or which any portion of its rights under all or any of the Loan Documents to a Federal Reserve Bank or a Federal Home Loan Bank; provided that no such pledge or assignment will release Lender from its obligations thereunder. In the event Lender sells or assigns the Loan and the Loan Documents, Lender will endeavor to give Borrower notice thereof (without liability for failure to so deliver such notice). (d) At the option of Lender, the Loan may be reasonably serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Borrower shall be responsible for any reasonable set up fees or any other initial costs relating to or arising under the Servicing Agreement, but Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (i) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent charges are due under this Agreement and interest at the Default Rate actually paid by Borrower in respect of such payments is insufficient to pay the marketplace same) and expenses paid by Servicer or by trustee in respect of the Rating Agencies in connection with any Secondary Market Transactions, protection and preservation of the Project (including, without limitation, to: payments of Taxes and insurance premiums) and (iii) all of the following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer: (A) provide updated financial and other information with respect to as a result of an Event of Default or the PropertiesLoan becoming specially serviced, an enforcement, refinancing or restructuring of the business operated at credit arrangements provided under this Agreement in the Properties, Borrower and nature of a “work-out” of the Property Manager, Loan Documents or of any insolvency or bankruptcy proceeding; (B) provide updated budgets relating any liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees that are due and payable to Servicer under the Properties Servicing Agreement or the trustee, which fees may be due and payable under the Servicing Agreement on a periodic or continuing basis; (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), the costs of all property condition reports, ALTA/ACSM, surveys and other due diligence investigations inspections and/or appraisals of the Properties together, if customary, with appropriate verification Project (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (other than the cost of such updated information through letters of auditors regular annual inspections required to be borne by Servicer under the Servicing Agreement); or opinions of counsel acceptable to Lender and (D) any special requests made by Borrower or Guarantor during the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser term of the Loan or of any participation or other interest therein (including any such interest to be acquired including, without limitation, in connection with a syndicate prepayment, assumption or securitization modification of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XII.

Cooperation. If Borrower and Borrower Principal agree to cooperate with Lender in connection with any sale or transfer of the Loan or any Participation and/or Securities created pursuant to this Article 13, including, without limitation, the delivery of an estoppel certificate required in accordance with Section 5.12(a) and such other documents as may be reasonably requested by Lender. Borrower shall also furnish and Borrower and Borrower Principal consent to Lender furnishing to such Investors or such prospective Investors or such Rating Agency any and all information concerning the Property, the Leases, the financial condition of Borrower or Borrower Principal as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency in connection with any sale or transfer of the Loan or any Participations or Securities. At the request of the holder of the Note and, to the extent not already required to be provided by Borrower shallunder this Agreement, assist Lender Borrower and Borrower Principal shall use reasonable efforts to provide information not in satisfying the possession of the holder of the Note in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactionssuch sales or transfers and take further actions as Lender may request in connection with a Securitization and shall take such further actions as Lender may reasonably request in connection with a Securitization, including, without limitation, to: (i) (Aa) provide updated financial financial, budget and other information with respect to the Properties, the business operated at the PropertiesProperty, Borrower and the Property Manager, (B) Borrower Principal and provide updated budgets relating modifications and/or updates to the Properties and (C) provide updated appraisals, market studies, environmental reviews and reports (Phase I's I reports and, if appropriate, Phase II's), property condition II reports, ALTA/ACSM, surveys ) and other due diligence investigations engineering reports of the Properties together, if customary, Property obtained in connection with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser making of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization all of the Loan, foregoing being referred to as the Rating Agencies or any other Person authorized by Lender“Provided Information”); (iiib) use best efforts make reasonable changes to provide opinions the organizational documents of counselBorrower, any SPE Component Entity and their respective principals; (c) at Borrower’s expense, cause counsel to render or update existing opinion letters as to enforceability and non-consolidation, which may be relied upon by Lenderthe holder of the Note, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, dated as of the closing date of the Secondary Market Transaction Securitization; (d) permit site inspections, appraisals, market studies and other due diligence investigations of the "SECONDARY MARKET CLOSING DATE")Property, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization; (e) make the representations and warranties with respect to the Property, Borrower, Borrower Principal and the Loan Documents as are made in the Loan Documents and such additional other representations and warranties as may be reasonably requested by the holder of the Note or the Rating Agencies may reasonably requireAgencies; (vf) execute such amendments to the Loan Documents and Borrower's organizational documents reasonably as may be requested by Lenderthe holder of the Note or the Rating Agencies or otherwise to effect the Securitization including, without limitation, bifurcation of the Loan into two or more components and/or separate notes and/or creating a senior/subordinate note structure; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (Ai) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, except in connection with a bifurcation of the Loan 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, or (Bii) in the reasonable judgment of Borrower, modify or amend any other material economic term of the Loan, or (iii) in the reasonable judgment of Borrower, materially increase Borrower’s obligations and liabilities under the Loan Documents; (vig) provide deliver to Lender and/or any additional financial statements Rating Agency, (i) one or other information more certificates executed by an officer of the Borrower certifying as may to the accuracy, as of the closing date of the Securitization, of all representations made by Borrower in the Loan Documents as of the Closing Date in all relevant jurisdictions or, if such representations are no longer accurate, certifying as to what modifications to the representations would be required to satisfy all requirements make such representations accurate as of the Securities Act closing date of the Securitization, and (defined below)ii) certificates of the relevant Governmental Authorities in all relevant jurisdictions indicating the good standing and qualification of Borrower as of the date of the closing date of the Securitization; (h) have reasonably appropriate personnel participate in a bank meeting and/or presentation for the Rating Agencies or Investors; and (viii) transfer ownership cooperate with and assist Lender in obtaining ratings of Properties to newly formed single-purpose entities acceptable to Lender and the Securities from two (2) or more of the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all All reasonable third party costs and expenses associated incurred by Borrower in connection with Borrower’s complying with requests made under this ARTICLE XIISection 13.4 shall be paid by Borrower. Lender acknowledges that Borrower shall not be liable for the payment of Lender’s or the Rating Agencies’ expenses incurred in complying with requests made under this Section 13.4.

Cooperation. If requested by LenderBorrower acknowledges that Lender and its successors and assigns may (a) sell or pledge this Security Instrument, the Note and other Loan Documents to one or more third parties as a whole loan, (b) participate the Loan to one or more third parties, (c) deposit, through one or a series of transactions, this Security Instrument, the Note and other Loan Documents with a trust, which trust may sell certificates to third parties evidencing an ownership interest in the trust assets or (d) otherwise sell or pledge the Loan or interest therein to third parties (the transactions referred to in clauses (a) through (d) are hereinafter referred to as “Secondary Market Transactions”). Borrower shall, assist shall cooperate in good faith with Lender in satisfying the market standards effecting any such Secondary Market Transaction and shall cooperate in good faith to which Lender customarily adheres or which may be reasonably required implement all requirements imposed by any rating agency issuing any statistical rating in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, includingTransaction or the requirements of potential investors in any Secondary Market Transaction. Borrower agrees to make upon Lender’s written request, without limitation, to: (i) (A) provide updated financial and all structural or other information with respect changes to the Properties, Loan (including delivery of one or more new component notes to replace the business operated at original note or modify the Properties, Borrower original note to reflect multiple components of the Loan and the Property Manager, (B) provide updated budgets relating to the Properties such new notes or modified note may have different interest rates and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II'samortization schedules), property condition reportsmodifications to any documents evidencing or securing the Loan, ALTA/ACSM, surveys and other due diligence investigations delivery of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender the rating agency or potential investors and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any addressing such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties matters as the Rating Agencies rating agency or potential investors may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, ; provided, however, that the Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (Ai) change the initial weighted average interest raterate payable under the Note, (ii) the stated maturity or of the Note, (iii) the aggregate amortization of principal as set forth herein or in of the Note, or (Biv) modify or amend any other material economic term of the Loan; , or (viv) decrease the time periods during which Borrower is permitted to perform its obligations under this Security Instrument or any of the other Loan Documents. Borrower shall provide such information and documents relating to Borrower, Guarantor, if any, the Property and any additional tenants of the Improvements as Lender may reasonably request in connection with a Secondary Market Transaction. Lender shall have the right to provide to prospective investors or rating agencies any information in its possession, including, without limitation, financial statements relating to Borrower, the Guarantor, if any, the Property and any tenant of the Improvements. Borrower acknowledges that certain information regarding the Loan and the parties thereto and the Property may be included in a private placement memorandum, prospectus or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIdisclosure documents.

Cooperation. If During the Interim Period, the Company shall use its commercially reasonable efforts, and shall cause each of its Subsidiaries and its and their respective Representatives to use their respective commercially reasonable efforts, to provide Parent with all cooperation reasonably requested by Lender, Borrower shall, Parent to assist Lender Parent in satisfying causing the market standards to which Lender customarily adheres or which may be reasonably required conditions in the marketplace Commitment Letter to be satisfied or as is otherwise customary and reasonably requested by the Rating Agencies Parent in connection with the Debt Financing or any Secondary Market TransactionsTake-Out Financing, including, without limitation, including using commercially reasonable efforts to: (i) (A) provide updated as promptly as reasonably practicable in connection with the anticipated timing for the marketing of the Debt Financing or any Take-Out Financing, deliver to Parent the historical financial and other information statements with respect to the Properties, the business operated at the Properties, Borrower Company and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations its Subsidiaries specified in paragraph 4 of Exhibit C of the Properties together, if customary, Commitment Letter (it being agreed that these obligations with appropriate verification respect to any historical financial statement shall be deemed satisfied upon the filing of the applicable Company SEC Documents containing such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencieshistorical financial statements); (ii) provide access cause the Company’s independent accountants to (x) provide, consistent with customary practice: (A) customary auditor consents (including consents of accountants for use of their reports in any materials relating to any Take-Out Financing) and entry (B) customary comfort letters (including “negative assurance” comfort and change period comfort) with respect to financial information relating to the Properties during normal business hours Company and upon prior notice its Subsidiaries as reasonably requested by Parent and as customary for any offering or private placement of debt securities pursuant to Lender, any prospective purchaser Rule 144A under the Securities Act and (y) participate in a reasonable number of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender)accounting due diligence sessions; (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies[reserved]; (iv) provide updatedinformation regarding the Company and its Subsidiaries reasonably requested by Parent for the preparation of appropriate and customary materials for rating agency and lender and investor presentations, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE")bank information memoranda, representations offering documents, and warranties made other marketing documents reasonably requested and customarily provided in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably requireconnection with Debt Financing or any Take-Out Financing; (v) execute amendments and deliver customary authorization letters for the Debt Financing or any Take-Out Financing (in each case, to the Loan Documents extent included in a customary confidential information memorandum relating to a bank financing), limited solely to historical information of the Company and Borrower's organizational documents the Company Subsidiaries included in such confidential information memorandum, and solely to the extent the Company has had a reasonable time period to review such confidential information memorandum; (vi) furnish no later than four (4) Business Days prior to the Closing Date all documentation and other information that is reasonably requested by LenderParent that is required by regulatory authorities in connection with applicable “know your customer” and anti-money laundering rules and regulations, providedincluding the USA PATRIOT Act, howeverrelating to the Company and the Company Subsidiaries; (vii) facilitate the providing of guarantees, pledging of collateral and granting of security interests (including approvals therefore) in connection with the Debt Financing or any Take-Out Financing effective no earlier than, and subject to the occurrence of, the Closing; (viii) assist in the preparation and negotiation of, and facilitate the execution and delivery of, one or more credit agreements, indentures, guarantees, pledge and security documents, and other definitive financing documents and other certificates or documents as may be reasonably requested by Parent, the Debt Financing Sources, or any Take-Out Financing party (including customary officer’s and other closing certificates and back-up therefore), in each case effective no earlier than, and subject to the occurrence of, the Closing (subject, in each case, to the restrictions in the next paragraph); and (ix) deliver notices of prepayment within the time periods required by the relevant agreements governing Indebtedness and assist Parent in obtaining customary payoff letters (the “Debt Payoff Letters”), Lien terminations, and instruments of discharge to be delivered at Closing to allow for the payoff, discharge, and termination in full on the Closing Date of any material Indebtedness for borrowed money of the Company or its Subsidiaries that Borrower is reasonably requested by Parent to be paid off, discharged or terminated at Closing (upon reasonable prior written notice to the Company) or that is otherwise subject to mandatory prepayment (however described) or repayment in full as a result of the consummation of the Merger; provided the Company shall not be required to modify deliver any notice of prepayment or amend redemption or similar notice or document that is not conditioned on the consummation of the Merger or that if the Merger is not consummated results in liability to the Company. The foregoing notwithstanding, neither the Company nor any Loan Document if such modification of the Company Subsidiaries shall be required to take or amendment permit the taking of any action pursuant to this Section 6.04 that: (1) would require the Company, any of its Subsidiaries, or any Persons who are officers or directors of the Company or any of its Subsidiaries to: (A) change pass resolutions or consents to approve or authorize the interest rateexecution of the Debt Financing or any Take-Out Financing, the stated maturity (B) enter into, execute, or the amortization of principal as set forth herein deliver any certificate, document, instrument, or in the Noteagreement, or (C) agree to any change or modification of any existing certificate, document, instrument, or agreement; in each case, that would be effective prior to the Closing Date (it being agreed that no officers or directors shall be required to take any of the foregoing actions in clauses (A), (B) modify and (C) to the extent they are not continuing, or amend expected to continue, as an officer or director following the Closing); provided that none of the foregoing shall apply to any (x) letters and authorizations required in order to obtain comfort letters and auditor consents as described in Section 6.04(a)(ii) and (y) the authorization letters described in Section 6.04(a)(v); (2) cause any representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries, (3) require the Company or any of its Subsidiaries to pay any commitment or other similar fee or incur any other material economic term expense, liability, or obligation with respect to the Debt Financing or any Take-Out Financing prior to the Closing or have any obligation of the Loan; Company or any of its Subsidiaries under any agreement, certificate, document, or instrument with respect to the Debt Financing or any Take-Out Financing be effective prior to the Closing that would not be reimbursed or indemnified under Section 6.04(b), (vi4) cause any director, officer, employee, or stockholder of the Company or any of its Subsidiaries to incur any personal liability, (5) conflict with the organizational documents of the Company or any of its Subsidiaries or any Laws, (6) reasonably be expected to result in a violation or breach of, or a default (with or without notice, lapse of time, or both) under, any Contract to which the Company or any of its Subsidiaries is a party, (7) provide access to or disclose information that the Company or any additional of its Subsidiaries reasonably determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries or (8) would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries. Nothing contained in this Section 6.04 shall require the Company or any of its Subsidiaries, (1) prior to the Closing, to be an issuer or other obligor with respect to the Debt Financing or any Take-Out Financing, (2) to provide (A) a description of all or any component of the Debt Financing, including any “description of notes”, (B) risk factors relating solely to all or any component of the Debt Financing, (C) separate subsidiary financial statements or any other information as may be required to satisfy all requirements of the Securities Act type required by Rule 3-05, Rule 3-09, Rule 3-10 (defined below); and other than financial data sufficient to enable Parent to include disclosure regarding guarantor and non-guarantor information customarily included in offering memoranda for an offering of high-yield debt securities pursuant to Rule 144A) or Rule 3-16 of Regulation S-X or “segment reporting”, (viiD) transfer ownership Compensation Discussion and Analysis required by Item 402 of Properties Regulation S-K or (E) other information customarily excluded from an offering memorandum involving an offering of high-yield debt securities pursuant to newly formed singleRule 144A or (3) to provide (or be deemed to require the Company or any of its Subsidiaries to prepare) any (A) pro forma financial statements, (B) projections, (C) information regarding any post-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1Closing or pro forma cost savings, synergies, capitalization, ownership, or as may otherwise other post-Closing or pro forma adjustments or assumptions desired to be agreed upon by incorporated into any information used in connection with any financing of Parent or its Affiliates, including the Borrower Debt Financing and/or any Take-Out Financing, and/or (D) financial information concerning the Company or its Subsidiaries that the Company does not maintain in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XII.the ordinary course of business. -80-

Cooperation. If requested by LenderThe Owner Lessor agrees, Borrower shalland each of the Owner Participant and the Owner Manager agree to cause the Owner Lessor to, assist Lender in satisfying at the market standards to which Lender customarily adheres or which request of ▇▇▇▇▇ City and at the sole cost and expense of ▇▇▇▇▇ City on an After-Tax Basis, take such actions as may be reasonably necessary for the Owner Lessor to take as the owner of the Facility for purposes of obtaining the valid and effective issue, transfer or amendment, as the case may be, of all Governmental Approvals to the extent the same are required for the use, ownership, operation or maintenance of the Facility, the Facility Site, the Undivided Interest, the Ground Interest or any Component by ▇▇▇▇▇ City or any permitted assignee of ▇▇▇▇▇ City in the marketplace or manner contemplated by the Rating Agencies Operative Documents, except to the extent the same involves any (i) material risk of foreclosure, sale, forfeiture or loss of, or imposition of a Lien (other than a Permitted Lien) on, the Facility, the Undivided Interest or the Facility Site or the impairment of the use, operation or maintenance of the Facility or the Facility Site in connection with any Secondary Market Transactionsmaterial respect, (ii) risk of criminal or material civil liability being incurred by the Owner Lessor, the Owner Participant, or, so long as the Lien of the Lease Indenture has not been terminated discharged, the Lease Indenture Trustee and the Security Agent, or any of their respective Affiliates or (iii) material risk of any material adverse effect on the interests of the Owner Lessor, the Owner Participant, or, so long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Security Agent, or any of their respective Affiliates (including, without limitation, to: subjecting any such Person to regulation as a public utility under any applicable law). ▇▇▇▇▇ City shall pay on an After-Tax Basis all reasonable costs and expenses (iincluding, without limitation, the reasonable fees and expenses of counsel) (A) provide updated financial of the Owner Lessor and each other information Person party to an Operative Document incurred in connection with any such action. It is understood and agreed that, with respect to the Propertiesany action requested of it, and taken by it, under this SECTION 8.8, the business operated at Owner Lessor, the Properties, Borrower Owner Participant and the Property ManagerOwner Manager shall make no representation or warranty as to, (B) provide updated budgets relating to and shall have no responsibility for the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification effectiveness of such updated information through letters of auditors action to accomplish or opinions of counsel acceptable to Lender and promote the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required objective intended by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and Person making such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIrequest.

Cooperation. If requested by Lender, (a) Borrower shall, assist shall use all commercially reasonable efforts and cooperate reasonably and in good faith with Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with effecting any such Secondary Market TransactionsTransaction at Lender’s sole cost. Such cooperation shall include without limitation, executing and delivering such reasonable amendments to the Loan Documents (including, without limitation, to: the division of the Loan into two or more tranches which may be evidenced by two or more notes, and which notes may be pari passu or senior/subordinate) and the organizational documents of Borrower and Constituent Members as Lender, any Investor or any prospective Investor may request; provided, however that, no such amendment shall (i) increase the weighted average interest rate payable under the Note (Aor notes) provide updated financial and other information with respect to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the such Secondary Market Transaction (it being acknowledged that if the "SECONDARY MARKET CLOSING DATE"Note is split into two (2) or more component notes, the weighted average interest rate of such notes may increase following the occurrence of an Event of Default, but not otherwise, as a result of amounts received by Lender being applied to amortize the senior note(s) rather than distributed pro rata among the noteholders during the continuance of such Event of Default), representations and warranties made ; (ii) change the stated Maturity Date of the Note; (iii) modify the amortization of the principal amount of the Note (except as described in clause (i)); (iv) adversely affect any economic terms or adversely affect any other non-economic terms of the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; except to a de minimus extent; (v) execute amendments to modify the non-recourse provisions of the Loan; or (vi) modify any provision, the effect of which would increase the Borrower’s obligations or decrease the Borrower’s rights under the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that except to a de minimus extent. Borrower shall not be required to modify provide additional collateral to effect any such Secondary Market Transaction after the Closing Date. (b) At the request of Lender, at Lender’s sole cost and expense, Borrower will cooperate with the Lender in furnishing such information and providing such other assistance and reports in Borrower’s possession and legal opinions as Lender may reasonably request in connection with any such transaction. In addition, Borrower acknowledges that Lender may release or amend any Loan Document if such modification disclose to potential purchasers or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term transferees of the Loan; (vi) provide any additional financial statements , potential participants in the Loan, or other prospective Investors, originals or copies of the Loan Documents, title information, engineering reports, financial statements, operating statements, appraisals, leases (and certifications relating thereto), and all other materials, documents and information in Lender’s possession or which Lender is entitled to receive under the Loan Documents, with respect to the Loan, Borrower, Guarantor or the Property. Borrower shall, at Lender’s sole cost and expense, also furnish to such Investors or such prospective Investors any and all information concerning the Property, the Leases, the financial condition of Borrower or any Guarantor, as may be required reasonably requested by Lender, any Investor or any prospective Investor in connection with any sale, transfer or participation interest to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agenciesextent such information is in Borrower’s possession. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible use reasonable efforts to request that such Investors and prospective Investors treat such documents and information as confidential; provided, however Lender shall incur no liability for all costs failure to do so or for such Investors’ or prospective Investors’ failure to comply. Borrower and expenses associated with this ARTICLE XIIGuarantor shall also provide estoppel certificates as required pursuant to Section 4.1.8.

Cooperation. If requested by LenderTrustor acknowledges that Beneficiary and its successors and assigns may (a) sell the Crossed Loans (as whole loans), Borrower including this Deed of Trust, the Note and other Loan Documents to one investor, (b) participate any of the Crossed Loans to one or more investors, (c) deposit this Deed of Trust, the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets or (d) otherwise, subject to the provisions of Paragraph 43 hereof, sell any of the Crossed Loans or interest therein to investors (the transactions referred to in clauses (a) through (d) are hereinafter referred to as "Secondary Market Transactions"). Trustor shall, assist Lender at its expense, cooperate in satisfying the market standards good faith with Beneficiary (aa) in effecting any such Secondary Market Transaction and (bb) to which Lender customarily adheres or which may be reasonably required in the marketplace or implement all requirements imposed by the Rating Agencies Agency involved in connection with any Secondary Market Transactions, Transaction including, without limitation, to: (i) (A) provide updated financial and all structural or other information with respect changes to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations any of the Properties togetherCrossed Loans, if customarymodifications to any of the Loan Documents, with appropriate verification delivery of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access Agency and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any addressing such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties matters as the Rating Agencies Agency may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, ; provided, however, that Borrower Trustor shall not be required to modify or amend any Loan Document if such modification or amendment Documents which would modify (Ai) change the interest raterate payable under the Note, (ii) the stated maturity or of the Note, (iii) the amortization of principal as set forth herein or in of the Note, or (Biv) modify or amend any other material economic term of the Loan; Loan Documents, (v) the West Coast Transfers provided for in Paragraph 9(b) of this Deed of Trust, or (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly release provisions set forth in Section 12.1.1Part III hereof or any prepayment provision under the Loan Documents. Notwithstanding the foregoing, Trustor shall not be liable for more than $5,000.00 in expenses in the aggregate under this Paragraph 44 relating to the Folsom Loan during the term of the Folsom Loan. The Trustor shall provide such information and documents relating to Trustor, Guarantor, if any, the Collateral Properties, the Leases and the tenants thereunder as Beneficiary may reasonably request in connection with a Secondary Market Transaction. Beneficiary shall have the right to provide to prospective investors any information in its possession, including, without limitation, financial statements relating to Trustor, the Guarantor, the Folsom Trust Property and the tenants under the Leases. Trustor acknowledges that certain information regarding the Crossed Loans and the parties thereto and the Collateral Properties may be included in a private placement memorandum, prospectus or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIother disclosure documents.