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 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 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 by LenderUpon the receipt of reasonable notice from Amneal or its legal counsel, Borrower the Executive shall, assist Lender while employed by Amneal and thereafter, respond and provide information with regard to matters of which the Executive has knowledge as a result of the Executive’s employment with Amneal and will provide reasonable assistance to Amneal and its representatives in satisfying the market standards to which Lender customarily adheres or which defense of any claims that may be reasonably required made against Amneal or its Subsidiaries, and will provide reasonable assistance to Amneal in the marketplace prosecution of any claims that may be made by Amneal or by its Subsidiaries, to the Rating Agencies extent that such claims may relate to matters related to the Executive’s period of employment with Amneal. Any request for such cooperation shall take into account the Executive’s personal and business commitments. The Executive shall promptly inform the Board (to the extent the Executive is legally permitted to do so) if the Executive is asked to assist in any investigation of the Amneal or its Subsidiaries or their actions, regardless of whether a lawsuit or other proceeding has then been filed with respect to such investigation. If the Executive is required to provide any services pursuant to this Section 6.6 following the Term, upon presentation of appropriate documentation, Amneal shall promptly reimburse the Executive for reasonable out-of-pocket travel, lodging, communication and duplication expenses incurred in connection with any Secondary Market Transactionsthe performance of such services and in accordance with Amneal’s expense policy for its senior officers (provided that it shall be in Executive’s discretion to travel via first or business class, includingwhich costs shall be reimbursable by Amneal), without limitation, to: (i) (A) provide updated financial and other information with respect for reasonable legal fees to the Propertiesextent the Executive in good faith believes that separate legal representation is reasonably required, and for the business operated Executive’s time at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating a rate equivalent to the Properties Executive’s most recent base salary. The Executive’s entitlement to reimbursement of such costs and (C) provide updated appraisalsexpenses, market studiesincluding legal fees, environmental reviews (Phase I's andpursuant to this Section 6.6, shall in no way affect the Executive’s rights, if appropriateany, Phase II's), property condition reports, ALTA/ACSM, surveys and to be indemnified and/or advanced expenses in accordance with the Amneal or its Subsidiaries corporate or 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 Lenderorganizational documents, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired applicable insurance policy, and/or 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 accordance with this ARTICLE XIIAgreement.

Cooperation. If requested The Executive agrees that during his employment by Lenderthe Company and thereafter, Borrower shallthe Executive will reasonably assist the Company and its Affiliates in the defense of any claims, assist Lender in satisfying the market standards to which Lender customarily adheres or which potential claims that may be made or threatened to be made against the Company or any of its Affiliates in any action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise (a “Proceeding”), and will reasonably required assist the Company and its Affiliates in the marketplace or prosecution of any claims that may be made by the Rating Agencies Company or any of its Affiliates in connection any Proceeding, to the extent that such claims may relate to matters in which the Executive has knowledge as a result of the Executive’s employment by the Company and its Affiliates or his serving as an officer or director of the Company and its Affiliates. Without limiting the generality of the foregoing, to the extent that the Company seeks such assistance, the Company will use reasonable business efforts, whenever possible, to provide the Executive with reasonable advance notice of its need for the Executive’s assistance and will attempt to coordinate with the Executive the time and place at which the Executive’s assistance will be provided with the goal of minimizing the impact of such assistance on any Secondary Market Transactionsother material pre-scheduled business commitment that the Executive may have. The Executive agrees, includingunless precluded by law, without limitationto use reasonable efforts to promptly inform the Company if the Executive is asked to participate (or otherwise become involved) in any Proceeding involving such claims or potential claims. The Executive also agrees, to: unless precluded by law, to promptly inform the Company if the Executive is asked to assist in any investigation (iwhether governmental or otherwise) of the Company or any of its Affiliates (A) provide updated financial and other information or their actions), regardless of whether a lawsuit has then been filed against the Company or any of its Affiliates with respect to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating such investigation. The Executive’s cooperation described in this Section 5.6 shall be subject 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 maintenance of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable indemnification and D&O insurance policy provided under Section 7.10 hereof. The Company agrees to Lender and reimburse the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser Executive for all 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 nonExecutive’s reasonable out-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 singleof-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 pocket expenses associated with this ARTICLE XIIsuch assistance, including travel expenses. Any reimbursement that is taxable income to the Executive shall be paid pursuant to Section 8.3 hereof.

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 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. 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 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 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 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 Mxxx 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 Mxxx 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 Mxxx, 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 Mxxx 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 Mxxx but that there is no material economic term impediment to the use of the Loan; (vi) provide Licensed Mxxx. If the Company in good faith and after consultation with trademark counsel should determine that the use of the Licensed Mxxx 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 Mxxx 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. 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 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. (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 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 Transactionsregistration of Registerable Securities pursuant to this Exhibit "A", including, without limitation, Raceway agrees to: (a) enter into such customary agreements (including an underwriting agreement containing such representations and warranties by Raceway and such other terms and provisions, including indemnification provisions, as are customarily contained in underwriting agreements for comparable offerings and, if no underwriting agreement is entered into, an indemnification agreement on such terms as is customary in transactions of such nature) and take all such other actions as the Holder or the underwriters, if any, participation in such offering and sale may reasonable request in order to expedite or facilitate such offering and sale; (b) furnish, at the request of the Holder or any underwriters participating in such offering and sale, (i) (A) provide updated financial and other information a comfort letter or letters, dated the date of the final prospectus with respect to the Properties, Registerable Securities from the business operated at the Properties, Borrower independent certified public accountants of Raceway and the Property Manager, (B) provide updated budgets relating addressed to the Properties Holder and (C) provide updated appraisalsany underwriters participating in such offering and sale, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations which letter or letters shall state that such accountants are independent with respect to Raceway within the meaning of Rule 1.01 of the Properties together, if customary, with appropriate verification Code of Professional Ethics of the American Institute of Certified Public Accountants and shall address such updated information through letters matters as the Holders and underwriter may reasonably request and as may be customary in transactions of auditors or opinions of counsel acceptable to Lender a similar nature for similar entities and the Rating Agencies; (ii) provide access and entry to an opinion, dated the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser date 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 closing for the sale of the Loan, Registerable Securities of 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 counsel representing Raceway with respect to such offering and sale, addressed to the Properties Holder and Borrower and Affiliatesany such underwriters, which counsel and opinions opinion shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, address such matters 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 they may reasonably require; (v) execute amendments to the Loan Documents request 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 customary in transactions of the Securities Act (defined below)a similar nature for similar entities; and (viic) transfer ownership of Properties make available for inspection by the Holder, the underwriters, if any, participating in such offering and sale (which inspecting underwriters shall, if reasonably possible, be limited to newly formed single-purpose entities acceptable to Lender any manager or managers for such participating underwriters), counsel for the Holder, one accountant or accounting firm retained by the Holders and the Rating Agencies. Except as expressly set forth in Section 12.1.1any such underwriters, or as may otherwise be agreed upon any other agent retained by the Borrower in writingHolder or such underwriters, Lender all financial and other records, corporate documents and properties of Raceway, and supply such additional information, as they shall be responsible for all costs and expenses associated with this ARTICLE XIIreasonably request.

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 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 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 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 requested In the case of a Qualified Public Offering or a Disposition of Membership Interests by Lendera Series A-2 Member or indirect disposition of Series A-2 Units held by any Person (the IPO Initiating Members and/or the disposing Persons, Borrower shallcollectively, assist Lender in satisfying “Subject Persons”) (including pursuant to a Drag-Along Transaction, Tag-Along Sale or Qualified Public Offering), the market standards to which Lender customarily adheres or which may be reasonably required in Subject Persons shall have the marketplace or by the Rating Agencies right in connection with such a potential transaction (or in connection with the investigation or consideration of any Secondary Market Transactionssuch potential transaction) to require MHR and Affiliates of MHR, includingthe Company and its Subsidiaries (and to cause their employees, without limitation, to: service providers and advisors) to cooperate fully with such Subject Persons and potential acquirors (iand their respective advisors and lenders) (A) provide updated financial and other information with respect to such potential transaction, including by expeditiously and in good faith negotiating and entering into a customary underwriting agreement, delivering lock-up letters, obtaining regulatory and other approvals and taking all customary and other actions reasonably requested by such Subject Persons or such potential acquirors and/or underwriters, including making the Propertiesproperties, the business operated at the Properties, Borrower books and the Property Manager, (B) provide updated budgets records and other assets relating to the Properties Company and (C) provide updated appraisalsits Subsidiaries reasonably available for inspection, market studiescreating and providing information about the Company and its Subsidiaries, environmental reviews (Phase I's andestablishing a physical or electronic data room including materials customarily made available to potential acquirors and/or underwriters or lenders in connection with such processes and making its officers and employees, if appropriateservice providers and consultants reasonably available for presentations, Phase II's)site visits, property condition reportsroad shows, ALTA/ACSMinterviews, surveys drafting sessions and other due diligence investigations of activities. In addition, 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; IPO Initiating Members (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 Qualified Public Offering) and the Drag Initiating Members (in connection with a Drag-Along Transaction) shall be entitled to take all reasonably necessary actions on behalf 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 Company 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 its Subsidiaries with respect to such transaction, including selecting an investment bank and/or underwriters, providing confidential information, selecting the Properties winning bidder and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender negotiating the requisite documentation. MHR and the Rating Agencies; Company shall (ivand shall cause their respective Affiliates to) promptly provide updated, assistance with respect to these actions 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 Agenciesrequested. 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 of the Company and all reasonable, documented out-of-pocket costs and expenses of any Class A Member in connection with complying with this ARTICLE XIISection 7.9 shall be borne by the Company.

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 Subject to the terms and conditions herein provided, Seller agrees to use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by Lenderthis Agreement, Borrower shall, assist Lender in satisfying the market standards and to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies cooperate with Buyer in connection with any Secondary Market Transactionsthe foregoing, including, without limitation, to: including using its reasonable best efforts (i) to obtain all necessary waivers, consents and approvals from other parties to any Assumed Contract and any other material agreements, leases and contracts included in the Purchased Assets; (Aii) to obtain all necessary consents, approvals and authorizations as are required to be obtained under any federal, state or foreign law or regulations, including the Approval Order; (iii) to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby (including, at Buyer's request, to defend any lawsuit brought against Buyer that threatens to enjoin, restrain or adversely affect the ability of the parties to consummate the transactions contemplated hereby); (iv) to effect all necessary registrations, filings and submissions of information requested by governmental authorities; (v) to fulfill all conditions to this Agreement; and (vi) to provide updated financial Buyer promptly with all information and other information assistance with respect to the Properties, the business operated at the Properties, Borrower foregoing and the Purchased Assets as Buyer may reasonably request, in writing or otherwise. Without limiting the foregoing, on the Closing Date or as promptly as reasonably practicable thereafter, Seller will execute and deliver to Buyer all applications for transfer of trademark registrations and other documents reasonably requested by Buyer to effectuate the unconditional transfer of the Intellectual Property Managerupon the Closing Date, (B) provide updated budgets relating free and clear of all Liens subject, in the case of the Intellectual Property, to licenses granted pursuant to the Properties agreements set forth on Schedule 2.04 to this Agreement that may exist on the Closing Date, and (C) provide updated appraisalswill waive any other right, market studiestitle and interest of Seller in and to the Intellectual Property. Effective upon the Closing Date, environmental reviews (Phase ISeller will and does hereby grant to Buyer an exclusive, irrevocable, worldwide, fully-paid, royalty-free right and license to exercise all rights in and to the Intellectual Property to permit Buyer's andfull enjoyment of its ownership rights during the period before Buyer becomes the record owner, if appropriateand while Seller is the record owner, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties togetherapplicable Intellectual Property, if customarywhich license shall be for the benefit of Buyer, its licensees, successors and assigns. Upon the Closing Date, Seller shall execute and deliver to Buyer such documents as Buyer may reasonably request to effect the foregoing. Effective as of the Closing Date, Seller grants to Buyer an irrevocable power of attorney, with appropriate verification full power 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 Lendersubstitution, 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 Intellectual Property. Upon the Closing Date, Seller agrees to execute in favor of Buyer or its designee a specific irrevocable power of attorney with full power of substitution, in form and Borrower and Affiliates, which counsel and opinions shall be substance satisfactory to Lender and Buyer, to record the Rating Agencies; (iv) provide updated, as assignment of the closing date Intellectual Property from Seller to Buyer. In furtherance of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE")foregoing, 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 extent that Seller is unable to transfer right, title and Borrower's organizational documents reasonably requested interest in and to any Assumed Contract to Buyer on the Closing Date, Seller agrees, to the extent permitted by Lenderlaw, to provide Buyer with the benefits of any such Assumed Contract, provided, however, that Borrower Buyer agrees to perform the Assumed Obligations, if any, in respect thereof and provided further that the provision to Buyer of such benefits shall not be relieve Seller of (i) its obligations to obtain any required to modify or amend any Loan Document if consents hereunder nor (ii) 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 consequences as may be required provided for hereunder for failure 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 XIIobtain such consents.

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 Each Participating Seller whether in his or its capacity as a Participating Seller, Limited Partner, holder of Interests, officer of the Partnership, or otherwise, shall make commercially reasonable efforts to take or cause to be taken at the expense of the Partnership all such actions as may be necessary or reasonably desirable in order expeditiously to consummate each Sale pursuant to Section 9.1 or 9.2 and any related transactions, including without limitation: executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments; furnishing information and copies of documents; filing applications, reports, returns, filings and other documents or instruments with governmental authorities; in the case of a Participating Seller that is not an Accredited Investor, being represented during the course of such transaction by Lendera “purchaser representative” (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented; and otherwise cooperating with the Selling Limited Partner and the Prospective Buyer. Without limiting the generality of the foregoing, Borrower shall, assist Lender in satisfying each Participating Seller agrees to execute and deliver such agreements containing the market standards same terms and conditions applicable to which Lender customarily adheres or which each Participating Seller as may be reasonably required in the marketplace or specified by the Rating Agencies Selling Limited Partner and to which the Selling Limited Partner will also be party, including without limitation agreements to (a) make individual representations, warranties and covenants as to the unencumbered title to its Units and shares of Blocker Stock and the power, authority and legal right to Transfer such Units and shares of Blocker Stock and (b) be severally (with all other sellers) liable (whether by purchase price adjustment, indemnity payments or otherwise) in respect of representations, warranties, covenants and agreements in respect of the Partnership and its Subsidiaries; provided, however, that, except with respect to individual representations, warranties, covenants, indemnities and other agreements of Participating Sellers of the type described in clause (a) above, the aggregate amount of such liability shall not exceed the lesser of (i) such Participating Seller’s pro rata portion of any such liability and (ii) the proceeds to such Participating Seller in connection with any Secondary Market Transactionssuch Sale and provided, includingfurther, without limitation, to: (i) (A) provide updated financial and other information with respect that no Limited Partner shall be obligated 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 enter into a non-competition agreement in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts Sale pursuant 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 XII9.2.

Cooperation. If requested by LenderSubject to the applicable limitations (if any) in Section 5.1, Borrower shallthe Company agrees to provide, assist Lender in satisfying and shall cause its officers, employees and representatives to provide, upon the market standards to which Lender customarily adheres or which may be reasonable request of Purchaser, all cooperation reasonably required in the marketplace or by the Rating Agencies necessary in connection with any Secondary Market Transactionsthe arrangement of the Financing contemplated to be consummated prior to, includingcontemporaneously with or at or after the Closing in respect of the Merger and the other transactions expressly contemplated by this Agreement, without limitationincluding participation in meetings, to: (i) (A) provide updated due diligence sessions, the preparation of offering documents, the execution and delivery of pledge and security documents, other definitive financing arrangements or other requested certificates or documents, including a certificate of the chief financial and other information officer of the Company, in his or her corporate capacity, with respect to the Properties, the business operated at the Properties, Borrower solvency or such matters as are customary for transactions of this type 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 as are reasonably required 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 taken by the Rating Agencies with respect Company in order to consummate 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 financing provided 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, Financing Agreements or alternate financing; provided, however, that Borrower no obligation of the Company or any of its Subsidiaries under any such Financing documents or agreements shall become effective until the Effective Time and that neither the Company nor any of its Subsidiaries shall be obligated to enter into any agreement providing for the public or private sale of any debt or equity securities prior to the Effective Time; and provided, further, that Purchaser shall promptly, upon request by the Company (which may require an advance of the amount of such costs, fees and expenses) reimburse the Company for all reasonable and documented out-of-pocket costs, fees and expenses incurred by the Company or any of its Subsidiaries or any of their respective directors, officers, employees or representatives in providing such cooperation, as such costs, fees and expenses are incurred. The parties agree to negotiate in good faith to estimate and budget such costs, fees and expenses. Notwithstanding anything herein to the contrary, (i) neither the Company nor any of its Subsidiaries shall be required to provide any such assistance to the extent it would interfere unreasonably with the ongoing business or operations of the Company or any of its Subsidiaries, (ii) the Parent Shareholders Circular will not be deemed to be drafted by or issued by the Company or any of its Subsidiaries and (iii) the Company shall not be required to modify or amend responsible for 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 information in the NoteParent Shareholders Circular, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements financing agreements or documents related thereto, other information than 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 12.1.13.29. Regardless of whether the Closing occurs, Purchaser shall indemnify and hold harmless the Company, its Subsidiaries, and their respective officers, directors, stockholders, Affiliates and representatives, and each person, if any, who controls any of the foregoing within the meaning of Section 20 of the Exchange Act from and against any and all costs, fees, expenses and damages reasonably suffered or incurred by them in connection with, as may otherwise be agreed upon a result of or arising out of any information set forth in the Parent Shareholders Circular or any such other prospectus or offering circular (or any amendment or modification thereto) or any financing agreements or documents related thereto or provided to the Underwriters or Lenders, pursuant to this Agreement (other than information provided by the Borrower Company expressly for inclusion therein in writing, Lender shall be responsible for all costs and expenses associated accordance with this ARTICLE XIISection 3.29).

Cooperation. If requested by LenderPurchaser has informed Seller that, Borrower shallafter the Closing, assist Lender in satisfying Purchaser intends to attempt to sell or lease the market standards Property to which Lender customarily adheres one or which may be reasonably required more third parties (any such third party, a “Subsequent Purchaser/Lessee”). Seller agrees (and, in the marketplace case of Westridge, Seller agrees to cause Ventas Finance I, LLC) to provide reasonable cooperation to Purchaser with respect to the foregoing transactions, provided and on the conditions that any such cooperation shall (i) be at no cost or expense to Seller or Ventas Finance I, LLC, (ii) not expand or increase Seller’s (or Ventas Finance I, LLC’s) covenants, representations, warranties, indemnities, obligations, duties or liabilities under this Agreement or any document delivered hereunder, (iii) not subject Seller or Ventas Finance I, LLC to additional liability, covenants, representations, warranties, indemnities, obligations or duties not otherwise contemplated hereby, (iv) not require Seller or Ventas Finance I, LLC to make any representation, warranty, covenant, agreement or indemnity that is inconsistent with, or broader in scope than, the representations, warranties, covenants, agreements and indemnities contained in this Agreement or the exhibits hereto, (v) not delay the Closing Date, and (vi) be subject to the understanding and agreement of Purchaser, which understanding and agreement is hereby acknowledged by Purchaser, that Seller’s and Ventas Finance I, LLC’s cooperation (x) shall not prejudice any rights Seller, Ventas Finance I, LLC, or Purchaser may have under the Rating Agencies in connection with any Secondary Market TransactionsMaster Leases, including, without limitation, to: (iin the case of Seller and Ventas Finance I, LLC, any rights Seller or Ventas Finance I, LLC may have under the Master Leases to disapprove of, or take other steps to oppose or prevent the consummation of, any sublease transaction(s) (A) provide updated financial and other information that Purchaser may desire to enter into with respect to any of the PropertiesSubsequent Purchaser/Lessees, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (Cy) 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 used by Purchaser as evidence in any dispute between Seller or amend Ventas Finance I, LLC and Purchaser involving any Loan Document if such modification or amendment would (Aproposed sublease transaction(s) 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 with any other material economic term of the Loan; (vi) provide any additional financial statements Subsequent Purchaser/Lessees. Any instrument or other information as document that Seller or Ventas Finance I, LLC may be required asked to satisfy all requirements of the Securities Act (defined below); and (viiexecute and/or deliver under this Section 9(e) 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 in such form as Seller and expenses associated with this ARTICLE XIIVentas Finance I, LLC shall deem appropriate, in its sole and absolute discretion.

Cooperation. If requested by Lender(a) Mortgagor covenants and agrees that in the event the Loan is to be included as an asset of a Securitization, Borrower shall, assist Lender in satisfying the market standards to which Lender customarily adheres or which may be Mortgagor shall (a) gather any information reasonably required in the marketplace or by the Rating Agencies in connection with such a Securitization, (b) at Lender’s request, meet with representatives of the Rating Agency to discuss the business and operations of the Property, and (c) cooperate with the reasonable requests of each Rating Agency and Lender in connection with all of the foregoing as well as in connection with all other matters and the preparation of any Secondary Market Transactionsoffering documents with respect thereof, including, without limitation, to: (i) (A) provide updated financial and other information with respect entering into any amendments or modifications to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating this Security Instrument or 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, Loan Document 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, Lender to conform to Rating Agency or market standards for a Securitization provided that Borrower shall not be required to modify or amend any Loan Document if no such modification or amendment would shall modify (Aa) change the interest raterate payable under the Note, (b) the stated maturity or of the Note, (c) the amortization of principal as set forth herein or in under the Note, or (Bd) modify or amend Section 18.32 hereof, (e) any other material economic term of the Loan or (f) any provision, the effect of which would materially increase Mortgagor’s obligations or materially decrease Mortgagor’s rights under the Loan Documents. Mortgagor acknowledges that the information provided by Mortgagor to Lender may be incorporated into the offering documents for a Securitization. Lender and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, Mortgagor and Mortgagor indemnifies and holds harmless the Indemnified Parties, their Affiliates and each Person who controls such Persons within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as same may be amended from time to time, for, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, known or unknown, contingent or otherwise, whether incurred or imposed within or outside the judicial process, including, without limitation, reasonable attorneys’ fees and disbursements (including, without limitation, reasonable attorney’s fees and expenses, whether incurred within or outside the judicial process) 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 omission or alleged omission to state therein a material fact required to be stated in such information or necessary in order to make the statements in such information, or in light of the circumstances under which they were made, not misleading. (b) Further, Mortgagor shall cooperate at no cost to Mortgagor, with Lender and its affiliates in connection with any such sale of the Loan by mortgage backed pass through certificates, participations, securities or pari passu notes evidencing whole or component interests therein through one of more public or private offerings, including, but not limited to: (i) separating the Loan into two or more separate notes (or components that correspond to one or more tranches of the certificates/securities created in a Securitization) or participation interests. Such notes or components or participation interests may be assigned different interest rates, so long as the weighted average of such interest rates equals the interest rate on the Note. Additionally, Lender may split the Loan into a senior/subordinated participation structure; (ii) obtaining ratings from two or more Rating Agencies; (iii) making or causing to be made reasonable changes or modifications to the loan documentation, organizational documentation, opinion letters and other documentation; (iv) reviewing prepared offering materials relating to the Property, Mortgagor, Guarantor and the Loan; (v) delivering updated information on the Mortgagor, Guarantor and the Property; (vi) provide any additional financial statements participating in investor or Rating Agency meetings if requested by Lender; (vii) permitting adjustment of Lender’s security interest to permit a senior/subordinate or other information as structure to enhance a Securitization, participation interest or a distribution of the Loan; (viii) restructuring of the Loan and/or a reduction of the Loan Amount with the imposition of a mezzanine loan in the corresponding amount to be reduced, which mezzanine loan shall be secured by a pledge of ownership interests in Mortgagor or the members of Mortgagor. Such notes or components may be required to satisfy all requirements assigned different interest rates, so long as the weighted average of such interest rates equals the Securities Act (defined below)interest rate on the Note; and (viiix) transfer ownership of Properties uncrossing the Loan and each Cross-collateralized Mortgage to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, two (2) 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 XIImore separate loans.

Cooperation. If requested by LenderThe Owner Lessor agrees, Borrower shalland each of the Owner Participant and the Lessor 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 the Facility Lessee and at the sole cost and expense of the Facility Lessee on an After-Tax Basis, take such actions as may be reasonably required necessary for the Owner Lessor to take as the holder of the leasehold interest in the marketplace 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 the Rating Agencies Facility Lessee or any permitted assignee of the Facility Lessee in connection with the manner contemplated by the Operative Documents, except to the extent the same involves any Secondary Market Transactions(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 any material respect, (ii) the risk of criminal liability being incurred by the Owner Lessor, the Owner Participant, the Equity Investor or the OP Guarantor, or (so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged) the Indenture Trustee or the Pass Through Trustee 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, the Equity Investor or the OP Guarantor, or (so long as the Lessor Notes are outstanding and the Lien of the Collateral Trust Indenture has not been discharged) the Indenture Trustee or the Pass Through Trustee or any of their respective Affiliates (including, without limitation, to: subjecting any such Person to regulation as a public utility under any applicable law. The Facility Lessee 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 Propertiesaction requested of it, and taken by it, under this Section 7.9, the business operated at Owner Lessor, the Properties, Borrower Owner Participant and the Property ManagerLessor 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 Agenciesrequest. 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.COVENANTS OF THE INDENTURE TRUSTEE AND THE PASS THROUGH TRUSTEES

Cooperation. If requested Purchaser has informed Seller that, at or after the Closing, Purchaser intends to attempt to sell or lease the Property to one or more of the SHM Entities or another third party or parties (each of the SHM Entities or any such third party, a "Subsequent Purchaser/Lessee"). Seller agrees to provide reasonable cooperation to Purchaser with respect to the foregoing transactions, provided and on the conditions that any such cooperation shall (i) be at no cost or expense to Seller, (ii) not expand or increase Seller's covenants, representations, warranties, indemnities, obligations, duties or liabilities under this Agreement or any document delivered hereunder, (iii) not subject Seller to additional liability, covenants, representations, warranties, indemnities, obligations or duties not otherwise contemplated hereby, (iv) not require Seller to make any representation, warranty, covenant, agreement or indemnity that is inconsistent with, or broader in scope than, the representations, warranties, covenants, agreements and indemnities contained in this Agreement or the exhibits hereto, (v) not delay the Closing Date, and (vi) be subject to the understanding and agreement of Purchaser, which understanding and agreement is hereby acknowledged by LenderPurchaser, Borrower shall, assist Lender in satisfying that Seller's cooperation (x) shall not prejudice any rights Seller or Purchaser may have under 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 TransactionsMaster Leases, including, without limitation, to: (iin the case of Seller, any rights Seller may have under the Master Leases to disapprove of, or take other steps to oppose or prevent the consummation of, any sublease transaction(s) (A) provide updated financial and other information that Purchaser may desire to enter into 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 any 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 SHM Entities or any other Person authorized person or entity, (y) shall not be used by Lender); (iiiPurchaser as evidence in any dispute between Seller and Purchaser involving any proposed sublease transaction(s) use best efforts to provide opinions with any 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 SHM Entities or any other opinion customary person or entity, and (z) is being provided by Seller in Secondary Market Transactions an effort to settle existing disputes between Seller and Purchaser involving such proposed sublease transaction(s). Any instrument or required by the Rating Agencies with respect document that Seller may be asked to the Properties and Borrower and Affiliates, which counsel and opinions execute and/or deliver under this subsection (e) shall be satisfactory to Lender in such form as Seller shall deem appropriate, in its sole 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 XIIabsolute discretion.

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 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 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 (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 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 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 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 LenderThe Owner Lessor agrees, Borrower shalland each of the Owner Participant and the Lessor 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 the Facility Lessee and at the sole cost and expense of the Facility Lessee on an After-Tax Basis, take such actions as may be reasonably required necessary for the Owner Lessor to take as the holder of the leasehold interest in the marketplace 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 the Rating Agencies Facility Lessee or any permitted assignee of the Facility Lessee in connection with the manner contemplated by the Operative Documents, except to the extent the same involves any Secondary Market Transactions(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 any material respect, (ii) the risk of criminal liability being incurred by the Owner Lessor, the Owner Participant, the Equity Investor or the OP Guarantor, or (so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged) the Indenture Trustee or the Pass Through Trustee 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, the Equity Investor or the OP Guarantor, or (so long as the Lessor Notes are outstanding and the Lien of the Collateral Trust Indenture has not been discharged) the Indenture Trustee or the Pass Through Trustee or any of their respective Affiliates (including, without limitation, to: subjecting any such Person to regulation as a public utility under any applicable law. The Facility Lessee 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 Propertiesaction requested of it, and taken by it, under this Section 7.9, the business operated at Owner Lessor, the Properties, Borrower Owner Participant and the Property Lessor Manager shall make no representation or warranty as to, and shall have no responsibility for, the effectiveness of such action to accomplish or promote the objective intended by the Person making such request. COVENANTS OF THE INDENTURE TRUSTEE AND THE PASS THROUGH TRUSTEES Indenture Trustee's Liens. Neither the Lease Indenture Company, nor the Indenture Trustee will directly or indirectly create, incur, assume or suffer to exist any Indenture Trustee's Lien attributable to it and arising out of events or conditions not related to its rights in the Indenture Estate or the administration thereof, and will promptly notify the Owner Participant, the Lessor Manager, the Owner Lessor and the Facility Lessee of the imposition of any such Lien of which it has Actual Knowledge and shall promptly (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'sin any event within 30 days of obtaining Actual Knowledge of such Lien), property condition reportsat its own expense, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of take 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 action as may be required necessary 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 XIIduly discharge such Indenture Trustee's Lien.

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 (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 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 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 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 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 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 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 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 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 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 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 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 by Lender(a) As promptly as practicable after the execution of this Agreement, Borrower shallOSI and LRC shall prepare and file with the SEC preliminary proxy materials including the Joint Proxy Statement (which shall also relate to the approval of the 1997 Equity Incentive Plan and, assist Lender in satisfying if LRC elects, the market standards Charter Amendments) and, as promptly as practicable following receipt of SEC comments thereon, LRC shall file the Registration Statement with the SEC, and LRC and OSI shall use their reasonable best efforts to which Lender customarily adheres or which may be reasonably required in have the marketplace or Joint Proxy Statement cleared by the Rating Agencies in connection SEC under the Exchange Act and the Registration Statement declared effective by the SEC under the Securities Act. Each of LRC and OSI will notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the proxy materials, the Registration Statement or any other filing or for additional information and will supply the other with copies of all correspondence between such company or any Secondary Market Transactionsof its representatives, includingon the one hand, without limitationand the SEC, to: (i) (A) provide updated financial or its staff and any other information government officials, on the other hand, with respect to the Propertiesproxy materials, the business operated at the PropertiesRegistration Statement or other filing. The proxy materials, Borrower Registration Statement and the Property Manager, (B) provide updated budgets relating other filings shall comply in all material respects with all applicable requirements of law. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Properties and (C) provide updated appraisalsproxy materials, market studiesthe Registration Statement or any other filing, environmental reviews (Phase I's andLRC or OSI, if appropriateas the case may be, Phase II's), property condition reports, ALTA/ACSM, surveys and shall promptly inform the other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters occurrence and cooperate in filing with the SEC or its staff or any other government officials and/or mailing to stockholders of auditors LRC and OSI, as the case may be, such amendment or opinions of counsel acceptable to Lender and the Rating Agencies;supplement. (iib) provide access As soon as is reasonably practicable, LRC and entry OSI shall take all such action as may be necessary to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan comply with state blue sky or of any participation or other interest therein (including any such interest to be acquired securities laws in connection with the transactions contemplated by this Agreement. If any "fair price", "moratorium", "control share acquisition" or other form of state antitakeover statute or regulation shall become applicable to the transactions contemplated hereby, each of OSI and LRC and the members of their respective Boards of Directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby. (c) Prior to the Effective Time, LRC will file with the Nasdaq National Market a syndicate notification form for listing of additional shares covering the shares of LRC Common Stock issuable in the Merger or securitization as a result of LRC's assumption of the Loan, the Rating Agencies OSI Stock Options described in Section 5.10. (d) OSI and LRC shall cooperate with one another in order to lift any injunctions or remove any other Person authorized by Lender);impediment to the consummation of the transactions contemplated herein. (iiie) OSI and LRC shall cooperate with one another in obtaining opinions of Xxxxxx Xxxxxx White & XxXxxxxxx, counsel to OSI, and Shartsis, Xxxxxx & Xxxxxxxx LLP, counsel to LRC, dated as of the Effective Time, to the effect that the Merger qualifies as a reorganization under the provisions of Section 368(a) of the Code. In connection therewith, each of OSI and LRC shall deliver to Shartsis, Xxxxxx & Xxxxxxxx LLP and Xxxxxx Xxxxxx White & XxXxxxxxx representation letters substantially in the form attached hereto as Exhibits C-1 and C-2, respectively, and OSI shall use its reasonable best efforts to provide opinions of counselobtain the representation letter substantially in the form attached hereto as Exhibit D from appropriate stockholders and shall deliver any such letters obtained to Shartsis, which may be relied upon by Lender, the Rating Agencies Xxxxxx & Xxxxxxxx LLP 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;Xxxxxx Xxxxxx White & XxXxxxxxx. (ivf) provide updatedSubject to any limitations contained in Section 5.4, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations OSI and warranties made in the Loan Documents LRC shall each furnish to one another and to one another's counsel all 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 in order to satisfy all requirements effect the foregoing actions and each represents and warrants to the other that no information furnished by it in connection with such actions or otherwise in connection with the consummation of the Securities Act (defined below); and (vii) transfer ownership transactions contemplated by this Agreement will contain any untrue statement of Properties a material fact or omit to newly formed single-purpose entities acceptable state a material fact required to Lender and be stated in order to make any information so furnished, in light of the Rating Agencies. Except as expressly set forth in Section 12.1.1circumstances under which it is so furnished, 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 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 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 PropertiesProperty, the business operated at the Properties38 39 any tax audit, Borrower and the Property Managerexamination or challenge or similar proceeding, (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); 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 (a) During the Pre-Closing Period, upon the request of Buyer, EUSA will, and will cause each other Company to (and use commercially reasonable efforts to cause the Representatives of the Companies to), cooperate reasonably with the Buyer in connection with the Buyer’s financing of the Transactions, including by: (i) upon reasonable prior notice, participating in a reasonable number of meetings and road shows, if any, and arranging for direct communications with prospective lenders to the Buyer (including without limitation, direct contact with appropriate members of senior management, representatives and advisors to the Companies); (ii) providing on a timely basis information reasonably requested by Lenderthe Buyer in connection with such financing; (iii) preparing in a timely manner projections and financial statements (including pro forma financial statements) reasonably requested by the Buyer in connection with such financing; (iv) assisting in a timely manner in the preparation of confidential information memoranda, Borrower shalloffering memoranda, assist Lender prospectuses, lender and rating agency presentations and similar documents as reasonably requested by the Buyer in satisfying connection with such financing; (v) using its commercially reasonable efforts to ensure that the market standards syndication efforts of the arrangers for the financing benefit from the existing lending relationships of the Companies; (vi) providing such assistance as the Buyer may reasonably require in procuring a corporate credit rating for the Buyer from Standard & Poor’s Rating Services and a corporate family credit rating for the Buyer from Xxxxx’x Investor Services, Inc.; (vii) using reasonable best efforts to which Lender customarily adheres obtain the consent of, and customary comfort letters from, Pricewaterhouse Coopers LLP (including by providing customary management letters and requesting reasonable legal letters to obtain such consent) if necessary or which desirable for the Buyer’s use of EUSA’s financial statements in connection with obtaining such financing; and (viii) deliver at the Closing, such stock certificates of the Companies (other than EUSA), as may be reasonably required requested by Parent Notwithstanding anything to the contrary in the marketplace Confidentiality Agreements, the Buyer may disclose the information provided by EUSA pursuant to this Section 5.11 or by otherwise to the Rating Agencies extent reasonably necessary or appropriate in connection with its financing of the Transactions (including disclosure to its lenders, prospective lenders, agents and arrangers and ratings agencies); provided that (A) the recipients of any Secondary Market Transactionssuch information agree to keep such information confidential on customary terms for rating agencies and participants in a syndicated financing, includingas applicable, and (B) in the case of any disclosure to be included in documents to be filed with the SEC (other than the financial statements of EUSA and its subsidiaries and any notes thereto), such disclosure shall have been reviewed and approved by EUSA prior to its disclosure, which approval shall not be unreasonably withheld, delayed or conditioned. (b) EUSA will, and cause each other Company to, deliver at least five (5) Business Days prior to the Closing, all documentation and other information about the Companies as required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, to:the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended, to the extent reasonably requested by the Buyer or the Buyers’ lenders. (c) Notwithstanding the foregoing: (i) such requested cooperation shall not unreasonably interfere with the ongoing operations of the Companies; and (ii) no Company shall be required to pay any commitment or other similar fee or incur any other liability in connection with the financing contemplated by the Buyer prior to the Closing (unless such fee or liability is subject to the immediately succeeding sentence). The Buyer shall (A) provide updated financial promptly upon request by EUSA, reimburse EUSA for all reasonable and other information documented out-of-pocket fees and expenses of the Companies and all reasonable and documented fees and expenses of their counsel and accountants incurred in connection with such requested cooperation, and (B) indemnify the Companies and Participants against all Losses incurred as a result of such cooperation (including any claim by or 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 Loanlenders, 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 counselprospective lenders, agents and representatives, as to non-consolidation, fraudulent conveyance, arrangers 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"ratings agencies), representations other than any Losses resulting from any Company’s gross negligence or intentional misconduct. For the avoidance of doubt, any such fees 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 expenses shall not be required to modify included in Transaction Expenses 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 XIIWorking Capital.

Cooperation. If requested by LenderFor a period of sixty (60) months commencing on the Effective Date, Borrower shalleach party agrees that it will cooperate with and make available to the other party during normal business hours, assist Lender all books and records, information (including Customer Information), information technology systems and other facilities, and employees (to the extent such employees are available without substantial disruption of employment) of or relating to the Business retained and remaining in satisfying existence after the market standards to Closing Date which Lender customarily adheres are necessary or which may be reasonably required in the marketplace or by the Rating Agencies useful in connection with any Secondary Market Transactions, including, without limitation, to: (i) any Tax inquiry, audit, investigation, or dispute, (Aii) provide updated financial any Proceeding or audit by a Governmental Entity, or (iii) any other matter requiring any such books and other records, information, or employees for any reasonable business purpose, including to allow Buyer or Seller to make inspections as reasonably required. The party requesting any such books and records, information (including Customer Information), or employees shall (x) bear all of the out-of-pocket costs and expenses (including attorneys' fees and reimbursement for the salaries and employee benefits for those employees who are made available) reasonably incurred in connection with providing such books and records, information (including Customer Information), or employees, except that Seller shall bear all such out-of-pocket costs and expenses incurred by Seller, and shall reimburse all such out-of-pocket costs and expenses incurred by Buyer promptly on demand, with respect to the Properties, investigation of any complaint or dispute initiated by any Customer or former Customer with respect to activities of Seller or the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating Business prior to the Properties Closing and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys Buyer shall bear all such out-of-pocket costs 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 expenses incurred 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 conveyanceBuyer, and true sale or any other opinion customary in Secondary Market Transactions or required shall reimburse all such out-of-pocket costs and expenses incurred by the Rating Agencies Seller promptly on demand, with respect to the Properties investigation of any complaint or dispute initiated by any Customer with respect to activities of Buyer or the Business after the Closing; and Borrower (y) hold in strict confidence and Affiliatesshall not disclose to any Person any Confidential Information in accordance with Section 7.9. For a period commencing on the Closing Date and continuing as provided in Buyer's document retention policy then in effect, which counsel Buyer agrees to maintain books and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, records transferred by Seller as part 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, Specified Assets; provided, however, that Borrower if Buyer elects to destroy such books and records less then five (5) years after the Closing Date, Buyer shall not notify Seller of such election, and Seller shall have ten (10) Business Days to request from Buyer a copy of such books and records, to 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 provided by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIBuyer at Seller's expense.

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 Tenant's 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 imposed upon, asserted against or incurred by Landlord by reason of same. (b) In the event that Tenant elects to 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 more other properties (the "Replacement Property"). In that event, Landlord shall assign to the Intermediary all of Landlord's right, title and interest in the written contract for purchase and sale of the Premises entered into between Landlord and Tenant as required by paragraph 11 hereof (the "Purchase Contract"), and any deposit paid by Tenant in connection with the purchase of the Premises shall be placed directly with the Intermediary, subject to modify or amend any Loan Document if such modification or amendment would the terms and conditions of the Purchase Contract and the Exchange Agreement. Landlord and Tenant agree that, at Landlord's option (A) change provided that Tenant shall incur no expense and that there shall be no adverse effect upon the interest rate, the stated maturity or the amortization of principal as set forth herein or in the NotePremises being purchased by Tenant), or (B) modify or amend any other material economic term Tenant shall cooperate with Landlord in effecting a like-kind exchange of the Loan; (vi) provide any additional financial statements or other information as may be required Premises by Landlord pursuant to satisfy all requirements and in accordance with the provisions of Section 1031 of the Securities Act (defined below); and (vii) transfer ownership Internal Revenue Code of Properties to newly formed single-purpose entities acceptable to Lender 1986, as amended, and the Rating Agencies. Except as expressly set forth 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 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 Borrower agrees 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 consents 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 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 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) 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”); (b) make changes to the organizational documents of Borrower, property condition reportsany SPE Component Entity and their respective principals; (c) intentionally deleted (d) permit site inspections, ALTA/ACSMappraisals, surveys market studies and other due diligence investigations of the Properties togetherProperty, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and as may be reasonably requested by the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser holder of the Loan Note 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)as may be necessary or appropriate in connection with the Securitization; (iiie) use best efforts to provide opinions of counsel, which may be relied upon by Lender, make the Rating Agencies representations 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 warranties with respect to the Properties and Property, Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, Loan Documents as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties are made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably requireDocuments; (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, not individually, but on behalf 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 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 existence 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 Section 13.4 shall be paid by Borrower, and all reasonable third party costs and expenses incurred by Lender in connection with this ARTICLE XIIArticle 13 shall be paid by Lender.

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) conflict with the Master Lease, (vi) provide any additional financial statements increase the Borrower's or other information as may be required to satisfy all requirements of Guarantor's liability or obligations under the Securities Act (defined below); and Loan Documents or (vii) transfer ownership of Properties reduce the Borrower's or Guarantor's rights under the Loan Documents, including, but not limited to, Borrower's right to newly formed single-purpose entities acceptable to Lender and defease the Rating Agencies. Except as expressly Loan on the terms set forth in Section 12.1.12.9. Borrower shall provide such information and documents relating to Borrower, Guarantor and the Projects. Borrower acknowledges that certain information regarding the Loan, Guarantor and the Projects 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 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 reasonably cooperate with Lender in satisfying the market standards effecting any such Secondary Market Transaction and shall reasonably 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 TransactionsTransaction. Notwithstanding the foregoing, 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 any documents evidencing or amend any securing the Loan Document if such modification or amendment which would modify (A) change the interest raterate payable under the Note, (B) the stated maturity or of the Note, (C) the amortization of principal as set forth herein or in of the Note, (D) the non-recourse provisions or transfer provisions of the Loan, (E) Borrower’s structure, or (BF) modify or amend any other material economic term of the Loan; (vi) , or would materially increase the other obligations of Borrower or its member under the Note, this Agreement or the Other Security Documents, except to the extent such terms as documented are inconsistent with terms contained in the originally approved loan application dated May 22, 2005. Borrower shall provide any additional financial statements or other information such information, legal opinions and documents relating to the Borrower and the Project as Lender may be reasonably request in connection with such Secondary Market Transaction provided Borrower is not required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed singleincur any third-purpose entities acceptable to Lender and the Rating Agenciesparty professional cost or expense. 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 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 costs of the information. Lender and expenses associated with this ARTICLE XIIall of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied by, or on behalf of, Borrower and Borrower indemnifies Lender as to any actual losses, claims, damages or liabilities that arise out of or are based upon any untrue statement of any material fact contained in such information or arise out of or are based upon the omission to state therein a material fact required to be stated in such information or necessary in order to make the statements in such information, or in light of the circumstances under which they were made, not misleading.

Cooperation. If Prior to the Closing Date, the Company shall provide, and shall cause each of the Company’s Subsidiaries to provide, and shall use its commercially reasonable best efforts to cause its Representatives to provide, to Parent and Merger Subsidiary, 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 the arrangement, syndication and consummation of the Debt Financing (including any Secondary Market Transactionspermitted replacement, includingamended, without limitationmodified or alternative financing); 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 commercially reasonable best efforts to: (ia) (A) provide updated furnish Parent and Merger Subsidiary and the financing sources with such financial statements, pro forma financial statements and business and other financial data and information with respect of the Company and any of the Company’s Subsidiaries necessary for, or a condition of, the Debt Financing (the “Required Information”) and other pertinent and customary information (including projections) regarding the Company and the Company’s Subsidiaries as may be reasonably requested by Parent to consummate the Debt Financing, to the Propertiesextent reasonably available to the Company, as promptly as reasonably practicable following Parent’s request; (b) participate, upon reasonable notice, in meetings, presentations, due diligence sessions and drafting sessions in connection with the business operated at Debt Financing; (c) assist with the Propertiespreparation of bank information memoranda, Borrower credit or other loan documents (including schedules thereto), security agreements or documents (including schedules thereto), perfection certificates or similar documents, and other documents necessary for or that are a condition of the Property ManagerDebt Financing; (d) obtain surveys, appraisals and title insurance, in each case, as reasonably requested by Parent; (Be) provide updated budgets obtain customary accountants’ consents to the use of their reports in any material 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 as reasonably requested by Parent; (iif) provide access cooperate reasonably with the Debt Financing sources’ due diligence; (g) take all corporate actions reasonably requested by Parent to permit the consummation of the Debt Financing and entry to permit the proceeds thereof to be made available to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of Surviving Corporation immediately after the Loan or of any participation or other interest therein Effective Time; (including any such interest to be acquired h) cooperate with the financing sources in connection with a syndicate field examination and inventory appraisal and such other reports, audits or securitization certifications in respect of the Loan, collateral securing 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 representativesDebt Financing, 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)Parent; and (viii) transfer ownership execute and deliver customary financing agreements and documents, including customary closing certificates and documents, and authorization letters to the Debt Financing sources authorizing the distribution of Properties information to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth prospective lenders, in Section 12.1.1each case, or as may otherwise be agreed upon reasonably requested by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XII.Parent;

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 10, including, without limitation, to: the taking, or refraining from taking, of such action as may be reasonably necessary to satisfy all of the conditions of any Investor, the delivery any reasonable documents as may be reasonably requested by Lender (i) (A) provided, however, that Guarantor is not obligated to provide updated financial and any documents other information than what has been provided to Lender 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 Guarantor in connection with a syndicate or securitization the Loan and any ongoing financial reporting requirements set forth in Section 5.3 hereof), and the execution of the Loanreasonable amendments to this Agreement, 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 Note 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 other Loan Documents and Borrower’s organizational documents as reasonably requested by Lender; provided that the Loan Agreement Loan Number 201916813 #63074348_v17 reasonable costs incurred for such additional representations cooperation shall be paid by Lender and warranties as the Rating Agencies may reasonably require; (v) execute amendments 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's organizational documents reasonably 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 (but only to the extent of the information regarding Guarantor as required hereunder) 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 10.2 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 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 Documents.

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 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 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 Prior to the Closing, the Company shall use reasonable best efforts to, and shall cause its Subsidiaries to use their respective reasonable best efforts to, cause the respective officers, employees and advisors, including attorneys and financial and accounting advisors, of the Company and its Subsidiaries to, provide to Purchaser such cooperation as is 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 Purchaser in connection with any Secondary Market Transactionsthe arrangement (including marketing efforts in connection therewith) by Purchaser of the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including, without limitation, to: including (i) participating in a reasonable number of meetings, presentations, calls, drafting sessions, lender or rating agency presentations, road shows, due diligence sessions (including accounting due diligence sessions) and sessions with prospective lenders, underwriters, ratings agencies, initial purchasers and other syndication activities, as applicable, in each case at mutually agreed times, (ii) assisting in the preparation of (A) one or more offering documents, private placement memoranda and/or bank information memoranda and similar marketing documents for the Financing, including assistance in the preparation of a business description relating to the Company’s business and the preparation of “Management’s Discussion and Analysis” of the financial statements of the business to be included in offering documents contemplated by the Financing and reviewing and commenting on the draft business description, (B) materials for rating agency presentations and (C) road show materials, other marketing and disclosure documents and customary information in connection with the items in clause (A) and (B) including execution and delivery of customary “10b-5” representation letters and documentary support and pro forma financial statements, (iii) providing documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; (iv) obtaining customary payoff letters, lien terminations and security releases to be delivered at Closing to allow for any repayment, discharge and termination of the Repaid Indebtedness as set forth in Section 2.2(c) of the Disclosure Schedules; (v) obtaining accountants’ comfort letters at the expense of and as reasonably requested by Purchaser and accountants’ consents for use of their reports in any materials relating to the Financing, including in each case, from both BDO and Xxxxx Xxxxx Xxxxxxx, (vi) executing, delivering and assisting in preparing any certificates, authorization letters, pledge or security documents or other definitive financing documents and related documents, schedules and certificates, (vii) providing promptly the Required Information at such time as it becomes reasonably available to, or reasonably obtainable without liability or material expense by, the Company or its Subsidiaries, (viii) using reasonable best efforts to assist Purchaser in obtaining corporate and facilities ratings in connection with the Debt Financing, and (ix) reasonably cooperating to permit the prospective lenders involved in the Financing to evaluate the Company and its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements to the extent customary and reasonable and otherwise reasonably facilitating the grant of a security interest in collateral and providing related lender protections; provided that (w) neither the Company nor any of its Subsidiaries shall be required to pay any commitment or other similar fee, provide updated any security, make any representations, provide any indemnification or incur any other liability in connection with the Financing that are not contingent upon the Closing, other than customary authorization and representation letters or such obligations for which Purchaser is obligated to reimburse the Company, (x) the effectiveness of any documentation executed by the Company or any of its Subsidiaries with respect to the Financing shall be subject to the consummation of the Closing, (y) neither the Company nor its Subsidiaries shall be required to deliver any financial and other information with respect to a fiscal month that has not yet ended, and (z) Purchaser shall promptly, upon request by the PropertiesCompany, (A) reimburse the Company and its Subsidiaries for all reasonable documented out-of-pocket costs (including those of their accountants, consultants, legal counsel, agents and other representatives) and (B) indemnify and hold harmless the Company and its Subsidiaries and their respective Affiliates and representative (including accountants, consultants, legal counsel, agents and other representatives) from and against any and all liabilities suffered or incurred by any of them in connection with the arrangement of the Financing, such cooperation or providing any information utilized in connection therewith, except for such liability to which such Person would have incurred regardless of this Section 4.6. None of the Company or any of its Subsidiaries or any of their respective Representatives shall have any liability or incur any losses, damages or penalties with respect to the Financing or any marketing materials, presentations or disclosure documents in connection therewith in the event the Closing does not occur, except as would otherwise be available to Purchaser pursuant to this Agreement. The obligations of Purchaser in the foregoing clause (z) shall survive any termination of this Agreement. Any information provided to Purchaser pursuant to this Section 4.6 shall be subject to the confidentiality provisions of the Commitment Letters. The Company hereby consents to the use of the logos of the Company and its Subsidiaries in connection with the syndication or arrangement of the Financing; provided that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company or its Subsidiaries. For the avoidance of doubt, the business operated at parties hereto acknowledge and agree that the Propertiesprovisions contained in this Section 4.6 represent the sole obligation of the Company and its Subsidiaries and its and their officers, Borrower employees and advisors, including attorneys, financial and accounting advisors with respect to cooperation in connection with the Property Managerarrangement of the Financing. Notwithstanding anything to the contrary contained in this Agreement, including this Section 4.6(a), nothing in this Section 4.6(a) shall require any such cooperation to the extent that it would (A) require the Company or any of its Subsidiaries or their respective Representatives, as applicable, to waive or amend any terms of this Agreement, (B) provide updated budgets unreasonably interfere with the ongoing business or operations of the Company and its Subsidiaries, (C) require the Company or any of its Subsidiaries to take any action that will conflict with or violate, or result in a violation of, any of the provisions of the Company’s certificate of incorporation or bylaws or equivalent organizational or governing documents, in each case, as in effect on the date hereof, or any Applicable Laws or its existing credit facility (or documents related thereto or result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any reasonable or customary restriction contained in any material Contract in any material respect), (D) result in any significant interference with the prompt and timely discharge of the duties of any of the Company’s executive officers, or (E) result in any officer or director of the Company or any of its Subsidiaries incurring personal liability with respect to any matters 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 XIIFinancing.

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 and any and all information concerning the Individual Properties, the Leases, the financial condition of Borrower 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 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 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 Properties, the business operated at the Individual Properties, 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 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 Borrower, any SPE Component Entity and their respective principals; (c) at Borrower’s 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 Borrower 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 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 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 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 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, 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 Lender, Borrower shall, assist and Borrower Principal agree to reasonably 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 Agency that shall issue a rating on the Loan or otherwise to effect the Securitization 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 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 Leases, the financial statements condition of Borrower or other information Borrower Principal as may be required to satisfy all requirements reasonably 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 Loan or any Participations or Securities. All reasonable third party costs and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon expenses incurred by the Borrower in writing, connection with Borrower's complying with requests made under the foregoing provisions of this Section 13.4 shall be paid by Borrower. Lender shall be responsible for all of its out-of-pocket costs and expenses associated in connection with this ARTICLE XIIa Securitization.

Cooperation. If requested At Lender's request (to the extent not already required to be provided by LenderBorrower under this Agreement), Borrower shallBorrower, assist Lender in satisfying at no cost and expense to Borrower, 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 one or more sales or assignments of the Note or participations therein or securitizations of rated single or multiclass securities (the "Securities") secured by or evidencing ownership interests in the Note and the Mortgage (each such sale, assignment, participation and/or securitization, a "Secondary Market Transaction"). Without limiting the generality of the foregoing, Borrower shall, at the request of Lender in connection with any Secondary Market TransactionsTransaction, including, without limitation, toat no cost and expense to Borrower and so long as the Loan is still outstanding: (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 any tenants of the Property Managerin Borrower's possession, (Bii) provide updated business plans and budgets relating to the Properties Property and (Ciii) provide updated subject to the Property Loan Documents perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, 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 from time to time by Lender 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 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 expense, 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, 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")Property, 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 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 Borrower's organizational documents reasonably requested by Lenderdocuments, provided, however, that Borrower shall not be required enter into a lock-box or similar arrangement with respect to modify or amend any Loan Document if the Rents and establish and fund such modification or amendment would reserve funds (Aincluding reserve funds for deferred maintenance and capital improvements) 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 requested by Lender and or the Rating AgenciesAgencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in a material economic change in the transaction. 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 reasonable third party costs and expenses associated incurred by Lender in connection with this ARTICLE XII.a Secondary Market Transaction

Cooperation. If requested by LenderPurchaser has informed Seller that, Borrower shallafter the Closing, assist Lender in satisfying Purchaser intends to attempt to sell or lease the market standards Property to which Lender customarily adheres one or which may be reasonably required more third parties (any such third party, a "Subsequent Purchaser/Lessee"). Seller agrees (and, in the marketplace case of Westridge, Seller agrees to cause Ventas Finance I, LLC) to provide reasonable cooperation to Purchaser with respect to the foregoing transactions, provided and on the conditions that any such cooperation shall (i) be at no cost or expense to Seller or Ventas Finance I, LLC, (ii) not expand or increase Seller's (or Ventas Finance I, LLC's) covenants, representations, warranties, indemnities, obligations, duties or liabilities under this Agreement or any document delivered hereunder, (iii) not subject Seller or Ventas Finance I, LLC to additional liability, covenants, representations, warranties, indemnities, obligations or duties not otherwise contemplated hereby, (iv) not require Seller or Ventas Finance I, LLC to make any representation, warranty, covenant, agreement or indemnity that is inconsistent with, or broader in scope than, the representations, warranties, covenants, agreements and indemnities contained in this Agreement or the exhibits hereto, (v) not delay the Closing Date, and (vi) be subject to the understanding and agreement of Purchaser, which understanding and agreement is hereby acknowledged by Purchaser, that Seller's and Ventas Finance I, LLC's cooperation (x) shall not prejudice any rights Seller, Ventas Finance I, LLC, or Purchaser may have under the Rating Agencies in connection with any Secondary Market TransactionsMaster Leases, including, without limitation, to: (iin the case of Seller and Ventas Finance I, LLC, any rights Seller or Ventas Finance I, LLC may have under the Master Leases to disapprove of, or take other steps to oppose or prevent the consummation of, any sublease transaction(s) (A) provide updated financial and other information that Purchaser may desire to enter into with respect to any of the PropertiesSubsequent Purchaser/Lessees, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (Cy) 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 used by Purchaser as evidence in any dispute between Seller or amend Ventas Finance I, LLC and Purchaser involving any Loan Document if such modification or amendment would (Aproposed sublease transaction(s) 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 with any other material economic term of the Loan; (vi) provide any additional financial statements Subsequent Purchaser/Lessees. Any instrument or other information as document that Seller or Ventas Finance I, LLC may be required asked to satisfy all requirements of the Securities Act (defined below); and (viiexecute and/or deliver under this Section 9(e) 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 in such form as Seller and expenses associated with this ARTICLE XIIVentas Finance I, LLC shall deem appropriate, in its sole and absolute discretion.

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); andscope of such inspections and testing) which shall be scheduled for such periods as shall be reasonably agreeable to the parties. (vii) transfer ownership 15.1.1 All inspections fees, appraisal fees, engineering fees and other expenses of Properties any kind relating to newly formed single-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 entities acceptable 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 Lender 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 39 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. 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. 15.2 Seller shall cooperate with Buyer in connection with the assignment of all transferable Licenses and Permits to 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 LenderPrior to the Effective Time, Borrower shallthe Company will use its reasonable best efforts to, assist Lender in satisfying and will use its reasonable best efforts to cause each of its Subsidiaries and its and their respective Representatives to do 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, tofollowing: (i) providing Parent and Merger Sub with such reasonable cooperation as may be reasonably requested by Parent or Merger Sub to assist them in arranging the debt financing (Aif any) provide updated financial and other information to be obtained by Parent, Merger Sub or their respective Affiliates in connection with respect to the Properties, Merger (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“Debt Financing”), 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 participating (and entry to the Properties during normal business hours causing senior management and upon prior notice to LenderRepresentatives, any prospective purchaser with appropriate seniority and expertise, of the Loan Company to participate) in a reasonable number of meetings and presentations with actual or of prospective lenders, road shows and due diligence sessions, drafting sessions and sessions with rating agencies, and otherwise cooperating with the marketing and due diligence efforts for 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)Debt Financing; (iii) use best efforts assisting Parent and the Financing Sources with the timely preparation of customary (A) rating agency presentations, bank information memoranda, confidential information memoranda, lender presentations and similar documents required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; and (B) pro forma financial statements and forecasts of financial statements of the Surviving Corporation for one or more periods following the Closing Date, in each case based on financial information and data derived from the Company’s historical books and records; provided, however, that no member of the Company Group 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 (i) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and Affiliatesexpenses relating thereto; (ii) 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 (iii) 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 updatedassisting Parent in connection with the preparation, registration, execution and delivery (but in the case of execution and delivery, solely to the extent any such execution and delivery would only be effective on or after the Closing Date) of any pledge and security documents, mortgages, currency or interest hedging arrangements and other definitive financing documents and certificates as may be reasonably requested by Parent or the Financing Sources (including using reasonable best efforts to obtain, to the extent applicable, consents of accountants for use of their reports in any materials relating to the Debt Financing as reasonably requested by Parent), obtaining insurance certificates and endorsements, and facilitating the delivery of all stock and other certificates representing equity interests in the Company and its Subsidiaries, and otherwise reasonably facilitating the pledging of collateral and the granting of security interests in respect of the closing date of Debt Financing, it being understood that such documents will not take effect until 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 requireEffective Time; (v) execute amendments furnishing Parent, Merger Sub and the Financing Sources, as promptly as practicable, with (A) to the Loan Documents extent customarily provided by companies of comparable size and Borrower's organizational documents comparable industry in transactions similar to the Debt Financing for a financing of the type being incurred, financial and other pertinent and customary information (and supplementing such information to the extent any such information contains any material misstatement of fact or omits to state a material fact necessary to make such information not misleading) regarding the Company Group as may be reasonably requested by LenderParent or the Financing Sources to the extent that such information is of the type and form customarily included in a bank confidential information memorandum in connection with the arrangement of financing similar to the Debt Financing or in rating agency presentations, lender presentations or other customary marketing materials, and (B)(1) audited consolidated balance sheets and related statements of income and cash flows of the Company and its Subsidiaries on a consolidated basis for the fiscal years ended January 31, 2015, 2016 and 2017 and (2) in respect of any subsequent fiscal quarter ending at least 45 days prior to the Closing Date, unaudited consolidated balance sheets and related statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarter, in each case prepared in accordance with GAAP (subject to the absence of footnotes and year-end adjustments, in the case of unaudited financial statements); (vi) cooperating with Parent to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, non-imputation affidavits, legal opinions, surveys and title insurance as reasonably requested by Parent, including in connection with any sale-and-leaseback agreements or arrangements to be effected at or after the Closing; (vii) reasonably facilitating the granting of security interests (and perfection thereof) in collateral or the reaffirmation of the pledge of collateral on or after the Closing Date, and 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 on or prior to the Closing Date; (viii) delivering notices of prepayment within the time periods required by the relevant agreements governing indebtedness and obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered at the Closing, giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtedness; and cooperating in the replacement, backstop or cash collateralization of any outstanding letters of credit issued for the account of the Company or any of its Subsidiaries; (ix) providing customary authorization letters, confirmations and undertakings to the Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Financing Sources that the information pertaining to the Company Group and based on financial information and data derived from the Company’s historical books and records contained in the disclosure and marketing materials related to the Debt Financing is complete and correct in all material respects and that the public side versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries or securities; provided, however, that Borrower all such materials have been previously identified to, and provided to, the Company); (x) facilitating and assisting in the preparation, execution and delivery of one or more credit agreements, guarantees, certificates and other definitive financing documents as may be reasonably requested by Parent (including furnishing all information relating to the Company and its Subsidiaries and their respective businesses to be included in any schedules thereto or in any perfection certificates); provided that the foregoing documentation shall not be required subject to modify or amend any Loan Document if such modification or amendment would the occurrence of the Closing Date and become effective no earlier than the Closing Date; (xi) ensuring that the Debt Financing benefits from existing lending relationships of the Company and its Subsidiaries; (xii) taking all corporate and other actions, subject to the occurrence of the Closing, reasonably requested by Parent to (A) change permit the interest rateconsummation of the Debt Financing (including distributing the proceeds of the Debt Financing, if any, obtained by any Subsidiary of the stated maturity or Company to the amortization of principal as set forth herein or in the Note, or Surviving Corporation); and (B) modify cause the direct borrowing or amend any other material economic term incurrence of all of the Loanproceeds of the Debt Financing by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time; (vixiii) provide any additional financial statements or promptly furnishing (but in no event later than three Business Days prior to the Closing Date) Parent and the Financing Sources with all documentation and other information about the Company Group as may be required is reasonably requested by Parent or the Financing Sources relating to satisfy all requirements of applicable “know your customer” and anti-money laundering rules and regulations, including the Securities Act (defined below)USA PATRIOT Act, to the extent requested in writing at least seven Business Days prior to the Closing Date; and (viixiv) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and cooperating in satisfying the Rating Agencies. Except as expressly conditions precedent set forth in Section 12.1.1the definitive agreements relating to the Debt Financing to the extent satisfaction thereof requires the cooperation, or as may otherwise be agreed upon by is within the Borrower in writingcontrol, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIof the Company, its Subsidiaries or their respective representatives.

Cooperation. If requested by Lender(a) Insofar as such conditions are within its reasonable control or influence, Borrower shallSeller will use its reasonable best efforts to cause the conditions set forth in Article VII to be satisfied and to facilitate and cause the consummation of the transactions contemplated hereby, assist Lender in satisfying including obtaining 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:Consents. (ib) (A) provide updated financial and other information The parties acknowledge that no consents will be sought with respect to any Minor Contract even if the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating failure 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 so obtain a consent to assignment may result in a default or opinions of counsel acceptable to Lender and the Rating Agencies;termination thereunder. (iic) 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) Seller will use its reasonable best efforts to provide opinions obtain required consents 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 landlords to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as assignment of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations Leases and warranties made in the Loan Documents and shall bear any expenses associated with obtaining 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, consents; however, that Borrower Seller shall not be required to modify make any payment to a landlord (other than reimbursement of expenses or amend as provided in subparagraph (d) below) or agree to any Loan Document if such modification concessions or amendment would to other leases or arrangements with such landlord in order to obtain such consents. If required in order to obtain a landlord's required consent to assignment of a Lease, Seller shall agree to remain liable on the Lease (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 but not on any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may extension obtained pursuant to Section 4.13). Seller shall not be required to satisfy all requirements of the Securities Act (defined below); andguarantee any Lease. (viid) transfer ownership If necessary to obtain a landlord's required consent to the assignment of Properties a Lease, Seller and Purchasers shall spend up to newly formed singlea total of $100,000 (such cost to be paid one-purpose entities acceptable half by Seller and one-half by Purchasers) for payment to Lender the landlord, to fund legal action to obtain the consent, or for other similar purposes; provided that such expenditures shall not be required for more than three Leases. (e) If Seller is unable to obtain required consents to the assignment of three or fewer Leases, then such Leases shall not be assigned hereunder and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by Restaurants located on the Borrower in writing, Lender premises subject to such Leases shall be responsible for all costs and expenses associated with this ARTICLE XIIconstitute Excluded Restaurants.

Cooperation. If requested by Lender, (a) 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 Secondary Market Transactions, one or more sales or assignments of the Note or participations therein (including, without limitation, to: any Syndication (as hereinafter defined)) or securitizations of rated single or multi- class securities (the “Securities”) secured by or evidencing ownership interests in the Note and the Security Instrument, including in connection with collateralized debt obligations or collateralized loan obligations (a “Securitization”, and each such sale, assignment, Syndication, participation and/or Securitization, a “Secondary Market Transaction”): (a) (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 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, 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 togetherProperty, if customary, with appropriate verification of such updated information through letters of auditors as may be requested from time to time by Lender in its reasonable discretion 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 Agencies or of any participation as may be necessary or other interest therein (including any such interest to be acquired appropriate in connection with a syndicate Secondary Market Transaction or securitization of Exchange Act requirements (the Loanitems provided to Lender pursuant to this paragraph (a) being called the “Provided Information”), the Rating Agencies or any other Person authorized by Lender); (iiib) use best efforts cause counsel 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 Property, Borrower and its Affiliates, which counsel and opinions shall be satisfactory to Lender in its reasonable discretion 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")Property, Borrower and the Loan Documents as are customarily provided in such transactions and as may be requested by Lender in its reasonable discretion 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 and warranties as the Rating Agencies may reasonably require; Sole Member from appropriate Governmental Authorities; and (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, providedprovided that no such amendment shall result in a material economic change in the transaction, howeverdecrease Borrower’s rights or increase Borrower’s liabilities under this Agreement or any other Loan Documents. (b) Borrower acknowledges that Lender may syndicate a portion of the Loan to one or more lenders (the “Syndication”) and in connection therewith, that Borrower will take all reasonable actions as Lender may request in its reasonable discretion to assist Lender in its 73 71215191 (c) Notwithstanding anything to the contrary contained in this Section 9.1.1, Borrower and Guarantor shall not be required to modify or amend incur 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 material out-of-pocket expenses in the Noteperformance of their obligations under this Section 9.1.1, or (B) modify or amend any other material economic term of than 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 XIIof Borrower’s attorneys and other professional consultants, if any, which shall be borne by Borrower.

Cooperation. If requested The Parties agree to cooperate with each other in obtaining the Regulatory Approvals. To the extent permitted by Lenderrelevant regulatory requirements, Borrower shallHarbinger will take the lead in making all filings and notifications to, assist Lender and discussions with and responses to, the relevant Competition Authorities and Regulatory Authorities in satisfying order to obtain the market standards to which Lender customarily adheres Regulatory Approvals. (a) Where Harbinger takes the lead in making a filing or which may be reasonably required in the marketplace notification, Harbinger or by the Rating Agencies in connection with any Secondary Market Transactions, including, without limitation, to: a Harbinger-nominated advisor will (A): (i) (A) provide updated financial and other information with respect to prepare 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 relevant filing 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 Lendernotification, provided, however, that Borrower the Company (and/or its Subsidiaries as appropriate) shall have the right to review and comment on any filings or notifications and Harbinger shall consider the Company's comments (and/or the comments of the Company's Subsidiaries as appropriate) in good faith, (ii) make the relevant filing or notification, provided, that if the Company (and/or one of its Subsidiaries, as appropriate) is required to be a party to such filing or notification, the Company shall be reasonably satisfied with factual statements relating to the Company and/or its Subsidiaries as the case may be, (iii) discuss the filing or notification with the relevant Authorities, and (iv) prepare any necessary responses to the relevant Authorities; and (B): (i) keep the Company apprised of the status of any communications with, and inquiries for additional information from, such Authorities and promptly provide the Company with copies of all relevant documentation in relation thereto, (ii) consult with the Company (and its Subsidiaries as appropriate) with respect to the application process and the contents of any filing or notification, and (iii) provide the Company with reasonable notice informing it in advance of any meeting with any Authority so that the Company and its Subsidiaries as appropriate and (subject to the parties' working together to eliminate unnecessary duplication of costs) their legal advisors, as appropriate, may attend and participate at any meeting or conference with such Authority. The Company shall use reasonable best efforts: (i) to assist Harbinger to effect (a)(A) above, (ii) to promptly supply Harbinger with any information that may be required to make such filings or notifications, and (iii) to keep Harbinger apprised of the status of any communications with, and inquiries or requests for additional information from, such Authorities and to promptly provide Harbinger with copies of all documentation in relation thereto. (b) To the extent Harbinger is not permitted by the relevant regulatory requirements to take the lead in making any such filings and notifications, the Company (or its Subsidiaries as the case may be) will be responsible for the preparation of all filings and notifications to, and discussions with and responses to, the relevant Authorities in order to obtain the Regulatory Approvals. Where the Company (or its Subsidiaries as the case may be) is responsible for making a filing or notification, the Company (or its Subsidiaries as the case may be) and its legal advisors shall (A): (i) make the filing or notification, provided that Harbinger shall be reasonably satisfied with factual statements relating to Harbinger, (ii) discuss the filing or notification with the relevant Authorities, and (iii) file any necessary responses with the relevant Authorities; (B): (i) keep Harbinger apprised of the status of any communications with, and inquiries or requests for additional information from, such Authorities and promptly provide Harbinger with copies of all documentation in relation thereto, (ii) consult with Harbinger with respect to the application process and the contents of any filing or notification, and (iii) provide Harbinger with reasonable notice informing Harbinger in advance of any meeting or conference with any Authority so that Harbinger and Harbinger's advisors may attend and participate, to the extent permissible, at any such meeting. Harbinger will (i) prepare drafts of the relevant filings or notifications, (ii) prepare drafts of any responses to any Authorities, (iii) have the right to review and comment on any filings or notifications to be filed by the Company (or its Subsidiaries as the case may be), and the Company shall consider Harbinger's comments in good faith, (iv) use its reasonable best efforts to assist the Company (or its Subsidiaries as the case may be) to effect (b)(A) above, (v) use its reasonable best efforts to promptly supply the Company with any information that may be required to make such filings or notifications, and (vi) have the right to attend any meetings or conferences with any Authorities and veto any submissions or final filings to be made by the Company or its Subsidiaries as the case may be. The Company (or its Subsidiaries as the case may be) shall permit duly authorized representatives of Harbinger to be present and participate at any meeting or conference with any Authority. (c) Harbinger and the Company (or its Subsidiaries as the case may be) will together use their reasonable best efforts (including, without limitation, meeting with any Authorities and providing the relevant materials and making available relevant employees) to seek to resolve promptly any objections that may be asserted by any Authority or any other Governmental Entity; provided however that Harbinger shall not be required to modify agree to any fine, divestiture or amend any Loan Document if such modification other penalty or amendment would (A) change the interest rateremedy, the stated maturity or the amortization impositions of principal as set forth herein any limitation on its ability to conduct any of its businesses or in the Noteto own or exercise control of any of its assets and properties. Subject to Sections 13.8, or (B21.12(a) modify or amend any other material economic term and Section 21.12(b), all 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 to be borne by the Parties in connection with this ARTICLE XIIobtaining the Regulatory Approvals shall be borne by the Party incurring the relevant cost and expense, provided that the Parties and their advisors shall work together to eliminate or minimize any unnecessary duplication of costs.

Cooperation. If requested The Grantor acknowledges that the Beneficiary and its successors and assigns may (a) sell, transfer or assign this Deed of Trust, 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 Deed of Trust to one or more investors in a rated or unrated public offering or private placement, Borrower (c) deposit this Deed of Trust, 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”) ; provided that (i) the Beneficiary has first notified the Grantor of its intention to sell a participation or other interest in the Loan and the Grantor and the Beneficiary have obtained the prior written approval of MiLB and the governing minor league to such sale of a participation or other interest in the Loan, provided, further, that it shall not be necessary to provide any such notice or obtain MiLB and governing minor league approval for a sale of a participation by the Beneficiary to any Pre-Approved Assignee. The Grantor shall, assist Lender at Beneficiary’s expense, cooperate in satisfying the market standards good faith with Beneficiary 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 Grantor 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 Grantor shall provide any additional financial statements such information and documents relating to the Grantor, the Granted Property and the LVCVA as Beneficiary shall reasonably request. The Grantor acknowledges that certain information regarding the Loan and the parties thereto and the Granted 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 (a) Prior to the Closing, Sellers shall, and shall cause the Acquired Entities to, use their reasonable best efforts to, and shall use their reasonable best efforts to cause Sellers’ and the Acquired Entities’ respective Representatives to, provide to Buyer such customary cooperation as is reasonably requested by Lender, Borrower shall, assist Lender Buyer in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies writing in connection with arranging, obtaining and syndicating any Secondary Market Transactionsdebt financing by Buyer to consummate the transactions contemplated by this Agreement and any Ancillary Agreement (the “Debt Financing”), including, without limitation, including using reasonable best efforts to: (i) reasonably cooperate with the marketing efforts (A) provide updated financial including using reasonable best efforts to cause members of management to participate in a reasonable number of meetings, rating agency presentations, road shows 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 togethersessions, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel at times and locations reasonably acceptable to Lender Sellers and the Rating Agenciesupon reasonable notice); (ii) provide access assist Buyer’s preparation of customary materials for registration statements, offering documents, private placement memoranda, bank information memoranda, prospectuses, rating agency presentations 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 similar documents required in connection with a syndicate or securitization of the Loan, Debt Financing (collectively the Rating Agencies or any other Person authorized by Lender)“Marketing Materials”) and due diligence sessions related thereto; (iii) use best efforts provide or cause to provide opinions of counsel, which be provided any customary certificates or other customary closing documents as may be relied upon reasonably requested by LenderBuyer in connection with the Debt Financing; provided that, notwithstanding anything to the contrary contained herein, the Rating Agencies representations, warranties, covenants and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale liabilities of Sellers contained herein shall not be expanded or amended by any such certificates or other opinion customary documents delivered in Secondary Market Transactions or required by the Rating Agencies connection with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agenciesthis Section 5.27; (iv) provide updated, as information concerning the Acquired Entities reasonably necessary for the completion of the closing date of definitive documentation for the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE")Debt Financing, representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably requireincluding any schedules thereto; (v) execute amendments provide at least three (3) Business Days prior to the Loan Documents Closing Date all documentation and Borrower's organizational documents other information about the Acquired Entities as is reasonably requested in writing by Lender, provided, however, that Borrower shall not be Buyer at least ten (10) Business Days prior to the Closing Date and required to modify or amend any Loan Document if such modification or amendment would (A) change by applicable “know your customer” and anti-money laundering rules and regulations including 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 LoanUSA PATRIOT Act; (vi) provide any additional financial statements or other information as may be required consent to satisfy all requirements the reasonable use of the Securities Act (defined below)logos of the Acquired Entities solely in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to and is not reasonably likely to harm or disparage Sellers, the Acquired Entities or any of their respective Subsidiaries’ reputation or goodwill and will use reasonable best efforts to comply with Sellers’ and the Acquired Entities’ usage requirements to the extent made available to Buyer prior to the Signing Date; and (vii) transfer ownership cause Sellers’ independent auditors to provide customary cooperation with the Debt Financing, including (A) obtaining consents of such independent auditors to (1) use their audit reports with respect to the Acquired Companies’ and their Subsidiaries’ consolidated financial information, in each case, to the extent such consent is required, in any Marketing Materials and (2) reference such independent auditors as experts in any Marketing Materials and registration statements and related government filings filed or used in connection with the Debt Financing, (B) obtaining customary comfort letters (including “negative assurance” comfort) with respect to financial information relating to the Acquired Companies and any of their Subsidiaries and (C) assisting in the accounting due diligence activities of Buyer’s financing sources, in each case to the extent customary in connection with the type of Debt Financing that Buyer is arranging. (b) Notwithstanding anything to the contrary in Section 5.27(a) above or Section 5.27(d) below, (i) none of Sellers, nor the Acquired Entities nor any of their respective Representatives shall be required to take or permit the taking of any action pursuant to this Section 5.27 to (A) pay any commitment or other fee or incur any liability, (B) execute or deliver any definitive financing documents or any other agreement, certificate, affidavit, document, evidence or instrument, or agree to any change to or modification of any existing agreement, certificate, document or instrument (other than, solely in the case of the Acquired Entities, documents, agreements, certificates, instruments, changes or modifications are effective only upon and after the Closing; provided that in no event shall any officer or director of an Acquired Entity be required to execute or deliver any such document, agreement, certificate, instrument, change or other modification unless such Person is remaining such capacity after the Closing and is signing in such capacity), (C) provide access to or disclose information that Sellers or the Acquired Entities reasonably determines would jeopardize any attorney-client privilege of Sellers or the Acquired Entities, (D) deliver or cause its Representatives to deliver any legal opinion or negative assurance letter, (E) be an issuer or other obligor with respect to the Debt Financing (other than, solely in the case of the Acquired Companies, at or after Closing) or (F) prepare or deliver any financial data, statements or information of any kind, including any pro forma financial information or projections except to the extent required in Section 5.22 above, (ii) none of Sellers’, the Acquired Entities’ or any of their Subsidiaries’ boards of directors or officers shall be required to adopt resolutions or consents approving the agreements, documents or instruments pursuant to which the Debt Financing is obtained or any Monetization Transactions are arranged or consummated other than the boards of directors or the officers of the Acquired Entities on and after the Closing and only to the extent that they will remain in such positions after the Closing and (iii) none of Sellers, the Acquired Entities nor any of their Subsidiaries nor any of their respective Representatives shall be required to take or permit the taking of any action that would (w) interfere unreasonably with the business or operations of Sellers or the Acquired Entities, (x) cause any representation or warranty in this Agreement to be breached by Sellers or the Acquired Entities, (y) cause any director, officer or employee or shareholder or other Representative of any Seller or the Acquired Entities to incur any personal liability or (z) result in a violation or breach of, or a default under, any material Contract to which any Seller or any Acquired Entity is a party, the Organizational Documents of any Seller, or any Acquired Entity or any applicable Law. Buyer shall cause all non-public or other confidential information provided by or on behalf of Sellers, the Acquired Entities or any of their Representatives pursuant to this Section 5.27 to be kept confidential in accordance with the Confidentiality Agreement. (i) Buyer will promptly, upon request by Sellers, reimburse Sellers, the Acquired Entities and any of their Subsidiaries, as applicable, for all reasonable and documented out-of-pocket costs or expenses (including attorneys’ fees) incurred by any of them in connection with the Debt Financing, any of their actions under this Section 5.27 or any Monetization Transaction and (ii) Buyer shall indemnify, defend and hold harmless the Sellers, Acquired Entities and any of their Subsidiaries, and their respective directors, officers and Representatives, from and against any and all liabilities, losses, damages, claims, expenses (including attorneys’ fees), interest, judgments and penalties suffered or incurred by them, directly or indirectly, in connection with the Debt Financing, any Monetization Transaction, any alternative financing, any actions taken under this Section 5.27 or any information provided in connection therewith (other than any information provided in writing by or on behalf of Sellers or any of their Subsidiaries specifically for use in connection with the Debt Financing that is inaccurate or misleading), in each case other than to the extent any of such liabilities, losses, damages, claims, expenses (including attorneys’ fees), interest, judgements or penalties arise from Sellers’, the Acquired Entities’ or any of their Subsidiaries’ and their respective directors’, officers’ and Representatives’ gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, in the case of each of clauses (i) and (ii) whether or not the Closing is consummated or this Agreement is terminated. (d) In the event Buyer elects, in connection with arranging, obtaining and syndicating any of the Debt Financing or the sale or other monetization of any Owned Real Property to be effected contemporaneously with or following the Effective Time (any such event, a “Monetization Transaction”), to obtain (i) new owner’s (or lender’s) title insurance policies (or bring-downs of or endorsements to any of the existing title insurance policies, if available) from a nationally recognized title company selected by Buyer, in amounts determined by Buyer or counterparty to a Monetization Transaction, insuring the Acquired Entity’s (or the applicable counterparty’s) interest in and to any of the Owned Real Property, free and clear of any Encumbrances (other than Permitted Encumbrances) or (ii) ALTA surveys of any Owned Real Property (or updates to existing ALTA surveys, if applicable) from one or more licensed surveyors selected by Buyer, sufficient to allow the title company to remove the “survey exception” from each of the title policies referenced in clause (i) above, certified to the applicable party and the title company, then, prior to Closing, each Seller shall cause the Acquired Entities to use commercially reasonable efforts to (A) facilitate the delivery by the Acquired Entities, at or following the Closing, of any reasonable affidavits required by the title company (including, without limitation, a customary title affidavit and a non-imputation affidavit), (B) facilitate the delivery by the Acquired Entities to the title company, at or following the Closing, of evidence of such Acquired Entity’s organizational authority to consummate the transactions contemplated by this Agreement (together with reasonable documentary backup thereof and incumbency evidence), and (C) allow such surveyor reasonable access to the applicable Owned Real Properties to newly formed single-purpose entities at times reasonably acceptable to Lender Sellers and the Rating Agenciesupon reasonable notice. Except as expressly set forth in Section 12.1.1For purposes of this provision, or as may otherwise be agreed upon by the Borrower in writing, Lender all Leased Real Property that is leased pursuant to a ground lease shall be deemed to be Owned Real Property. Buyer shall be solely responsible for all the costs and expenses associated with of the title policies, the surveys and any related item under this ARTICLE XIISection 5.27(d).

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 Marks 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 Marks 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 any Licensed Mxxx, 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 Mxxx 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 the Company determines in good faith that it would be legally preferable not to seek to register a Licensed Mxxx but that there is no material impediment to the use of such Licensed Mxxx. If the Company in good faith and after consultation with trademark counsel should determine that the use of a Licensed Mxxx and/or Other Intellectual Property on any or amend all Products violates or may violate the trademark or other rights of another in any other material economic term 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 discontinue the sale and distribution) of the Loan; (vi) provide any additional financial statements or other information as may be required affected Articles sold under such Licensed Mxxx and/or Other Intellectual Property 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 XIIsuch area.

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 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)Borrower; (iiic) use best efforts at Borrower's expense, 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 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) 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 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 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, Senior Mezzanine Borrower, Junior Mezzanine 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.