Common use of Obligations of the Lender Clause in Contracts

Obligations of the Lender. In connection with the registration of the Registrable Securities, the Lender shall have the following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities that the Lender shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five trading days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Lender of the information the Company requires from the Lender. b. The Lender, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement hereunder, unless the Lender has notified the Company in writing of the Lender's election to exclude all of the Lender's Registrable Securities from such Registration Statement. c. In the event the Lender determines to engage the services of an underwriter, the Lender agrees to enter into and perform the Lender's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the underwriter(s) of such offering and the Company and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities. d. The Lender agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 3(f) or 3(g), the Lender will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until the Lender's receipt of the copies of the supplemented or amended prospectus contemplated by Sections 3(f) or 3(g) and, if so directed by the Company, the Lender shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Lender's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. Notwithstanding anything to the contrary, subject to compliance with applicable laws, the Company shall cause the transfer agent for the Registrable Securities to deliver unlegended shares of Common Stock to a transferee of the Lender in connection with any sale of Registrable Securities with respect to which the Lender has entered into a contract for sale prior to receipt of such notice and for which the Lender has not yet settled. e. The Lender may not participate in any underwritten distribution hereunder unless the Lender (i) agrees to sell the Lender's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 5 below, and (iv) complies with all applicable laws in connection therewith. Notwithstanding anything in this Section 4(e) to the contrary, this Section 4(e) is not intended to limit the Lender's rights under Sections 2(a) or 3(b) hereof.

Obligations of the Lender. In connection with the registration of the Registrable Securities, the Lender shall have the following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities that the (a) Lender shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five trading days (5) Business Days prior to the first anticipated filing date of the any Registration Statement, the Company shall notify the Lender of the information the Company requires from Lender if Lender elects to have any of the LenderRegistrable Securities included in the Registration Statement. Lender shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if Lender elects to have any of the Registrable Securities included in the Registration Statement. b. The (b) Lender, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the a Registration Statement hereunder, unless the Lender has notified the Company in writing of the Lender's its election to exclude all of the Lender's its Registrable Securities from such Registration Statement. c. In the event the Lender determines to engage the services of an underwriter, the Lender agrees to enter into and perform the Lender's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the underwriter(s(c) of such offering and the Company and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities. d. The Lender agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(a)(iv) or (ii) the happening of any an event of the kind described in Sections 3(fpursuant to Section 3(h) or 3(g)hereof, the Lender will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until the Lender's receipt of the copies of the supplemented or amended prospectus contemplated by Sections 3(f) or 3(g) and, if so directed by the Company, the Lender shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Lender's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. Notwithstanding anything to the contrary, subject to compliance with applicable laws, the Company shall cause the transfer agent for the Registrable Securities to deliver unlegended shares of Common Stock to a transferee of the Lender in connection with any sale of Registrable Securities with respect to which the Lender has entered into a contract for sale prior to receipt of such notice and for which the Lender has not yet settled. e. The Lender may not participate in any underwritten distribution hereunder unless the Lender (i) agrees to sell the Lender's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable is advised by the Company pursuant to Section 5 below, and (iv) complies with all applicable laws in connection therewith. Notwithstanding anything in this Section 4(e) to the contrary, this Section 4(e) is not intended to limit the Lender's rights under Sections 2(a) or 3(b) hereofthat such dispositions may again be made.

Obligations of the Lender. 3.1 In connection originating, servicing, disbursing, and collecting Loans, the LENDER will comply, and cause its servicer and others acting on its behalf to comply, at all times with all Program Guidelines (including Due Diligence requirements) and all applicable requirements of federal and state laws and regulations. 3.2 The LENDER will use Promissory Notes, Loan applications, disclosure statements, and other forms mutually agreeable to the registration parties. The forms of Promissory Notes, Loan applications and disclosure statement attached hereto as part of the Registrable SecuritiesProgram Guidelines are agreed to be satisfactory to both parties. Without limiting the generality of Sections 3.1 and 4.1, the Lender shall have LENDER warrants the following obligations: a. It shall be a condition precedent to the obligations conformity of the Company to complete the registration pursuant to this Agreement such instruments and any agreed successors thereto with respect to the Registrable Securities that the Lender shall furnish to the Company such information regarding itselfall applicable legal requirements, other than those of federal and Massachusetts laws and regulations, and XXXX warrants their conformity with Massachusetts and federal laws. In addition, upon TERI's request, the Registrable Securities held by it LENDER will submit to XXXX sample copies of promotional and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five trading days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Lender of the information the Company requires from the Lender. b. The Lender, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company marketing materials used in connection with the preparation Program. No such delivery of materials shall constitute or be construed as a representation or warranty by XXXX that such materials comply with applicable law or with the LENDER's obligations under this Agreement, and filing no such delivery shall excuse the LENDER's performance of any of its obligations under this Agreement. 3.3 The LENDER will pay a guaranty fee for each Loan (the "Guaranty Fee") as follows: a. At the time of each disbursement of the Registration Statement hereunderLoan, unless the Lender has notified the Company in writing LENDER will promptly remit to XXXX __________ percent (_____%) of the Lender's election to exclude all principal amount of the Lender's Registrable Securities from such Registration StatementLoan disbursed (the "Initial Guaranty Fee"). c. b. At such times as are set forth in Schedule 3.3 attached hereto and incorporated herein by reference, such additional fees as are set forth in the fifth and sixth columns of Schedule 3.3 ("Subsequent Guaranty Fee"). i. If the terms of Schedule 3.3 call for any Guaranty Fees to be paid concurrent with the Securitization Transaction, the LENDER shall pay such fees directly (and be reimbursed in the Securitization Transaction to the extent provided in the Note Purchase Agreement). ii. In the event that a Guaranty Claim is made with respect to a Loan before a Subsequent Guaranty Fee is scheduled to be paid by the Lender determines to engage the services of an underwriterLENDER for such Loan, the Lender agrees to enter into Subsequent Guaranty Fee shall become immediately due and perform the Lender's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the underwriter(s) of such offering and the Company and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securitiespayable. d. The Lender agrees that, upon receipt of any notice from iii. In the Company of event that a loan is prepaid in full prior to the happening of any event of date that a Subsequent Guaranty Fee is scheduled to be paid by the kind described in Sections 3(f) or 3(g)LENDER for such Loan, the Lender will immediately discontinue disposition of Registrable Securities pursuant to Subsequent Guaranty Fee shall nevertheless become due and payable at the Registration Statement covering time that would have applied if such Registrable Securities until the Lender's receipt of the copies of the supplemented or amended prospectus contemplated by Sections 3(f) or 3(g) andprepayment had not occurred. For example, if so directed by the Company, the Lender shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Lender's possession, of the prospectus covering such Registrable Securities current Subsequent Guaranty Fee is due at the time of receipt of such notice. Notwithstanding anything to a Securitization Transaction and a Loan is prepaid before it is eligible for Securitization, then the contrary, subject to compliance with applicable laws, the Company shall cause the transfer agent for the Registrable Securities to deliver unlegended shares of Common Stock to a transferee of the Lender in connection with any sale of Registrable Securities Subsequent Guaranty Fee with respect to such Loan shall become due at the first Securitization Transaction in which such Loan would have been eligible for inclusion, had prepayment not occurred. iv. In the Lender event that FMC fails to purchase any Loan under the Note Purchase Agreement, and the LENDER sells such Loan to a third party, the Guaranty Fees due with respect to such loan at the time of a Securitization Transaction will instead be paid by the LENDER at the time the loan is sold to the third party. v. In the event FMC has entered into no further right or obligation under the Note Purchase Agreement to purchase a contract for sale prior Loan in a Securitization Transaction, the LENDER shall pay all Subsequent Guaranty Fees that are due to receipt be paid at the time of securitization as set forth in Schedule 3.3. Such fees shall be payable (A) with respect to any Loan already funded, within thirty (30) days after presentation of an invoice by XXXX to the Lender, and (B) with respect to Loans funded after the date of such notice invoice, at the time of disbursement. vi. In the event that the LENDER fails to sell any Loan to FMC because the LENDER has breached the Note Purchase Agreement, the LENDER shall pay all Subsequent Guaranty Fees that are due to be paid at the time of securitization as set forth in Schedule 3.3. Such fees shall be payable directly to XXXX and shall not be subject to the Security Documents. c. Failure to remit any Guaranty Fee within thirty (30) days of the time set forth above will not affect the validity of the guaranty for any Loan for which the Lender Guaranty Fee has not yet settled. e. The Lender may not participate already been paid in any underwritten distribution hereunder unless full, but, as a result, XXXX will have the Lender right, at its discretion to (i) agrees void its obligation to sell guarantee or collect the Lender's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, Loan to which such Guaranty Fee relates or (ii) completes collect the amount of any such Guaranty Fee and executes all questionnairesto add interest at the rate of ________ percent (_____%) per annum from the disbursement date of the Loan to which such Guaranty Fee relates, powers of attorneyplus any costs (including attorneys' fees and expenses) incurred by XXXX in collecting or attempting to collect such Guaranty Fee from the LENDER. d. Anything in the Program Guidelines to the contrary notwithstanding, indemnities, underwriting agreements and other documents reasonably if the LENDER is required under the terms of a Promissory Note to refund all or part of the Guaranty Fees identified above to a Borrower, XXXX will refund all or part of the Initial Guaranty Fee it has received and the Custodian will refund all or part of any Subsequent Guaranty Fee it has received (in each case related to the refund to such underwriting arrangements, (iiiBorrower) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable the LENDER upon being so advised by the Company LENDER in writing. 3.4 If XXXX shall have purchased a Loan pursuant to Section 5 below2.1 above, the LENDER will promptly repurchase such Loan upon request from XXXX if (i) XXXX succeeds, after purchasing, in obtaining from the Borrower three full consecutive on-time monthly payments, according to any schedule permitted by the Program Guidelines, provided that on the date of TERI's notice to repurchase, the Borrower is within thirty (30) days of being current on his or her payments on such Loan, and provided further that this repurchase obligation may be invoked by XXXX only once as to any Loan (in which case, the Loan shall be considered "rehabilitated"); or (ii) if XXXX should determine that the Loan does not meet the conditions set forth in subsections b., c. and d. of Section 2.2 above. With respect to the repurchase of any Guaranteed Loan pursuant to this Section 3.4, the repurchase price shall be equal to (1) the remaining unpaid principal balance of such Loan, plus (2) any accrued and unpaid interest thereon. 3.5 To the extent permitted by applicable law, the LENDER will (i) deliver to XXXX such reports, documents, and other information concerning the Loans as XXXX may reasonably require, and (ivii) complies with all applicable laws in connection therewith. Notwithstanding anything in this Section 4(e) permit independent auditors, authorized representatives of XXXX and governmental agencies, if any, having regulatory authority over XXXX, to have access to the contraryoperational and financial records and procedures directly applicable to Loans and to the LENDER's participation in the Program. LENDER will cause its loan servicer to deliver to XXXX such reports, documents, and other detailed information concerning each Loan as XXXX may reasonably require. [LENDER shall provide a monthly report containing the information set forth on Exhibit B hereto at LENDER's expense]; XXXX shall arrange directly with the loan servicer to receive the report. Any other reporting or information shall be provided upon TERI's agreement to reimburse LENDER for its incremental cost of such report. 3.6 If the LENDER should violate any term of this Section 4(e) is Agreement, it will be liable to XXXX for all loss, cost, damage or expense sustained by XXXX as a result. The LENDER will indemnify XXXX and hold it harmless from and against all loss, cost, damage or expense that XXXX may suffer as a result of claims to the extent they arise out of the LENDER's actions or omissions relative to the LENDER's participation in the Program unless such actions or omissions are specifically required by this Agreement, and do not intended arise out of TERI's actions or omissions. The LENDER will similarly indemnify XXXX with respect to limit any defenses arising from the LenderLENDER's rights under Sections 2(a) violation of or 3(b) hereof.failure to comply with any law, regulation or order, or any term of this Agreement, that may be raised by a Borrower to any suit

Obligations of the Lender. In connection with the registration of the Registrable Securities6. When granting credit and executing credit transactions, the Lender shall have exercise the following obligations:degree of care of a reasonable merchant [die Sorgfalt eines ordentlichen Kaufmanns]. The fact that there is a guaranty from the Bund/Land may not give rise to a reduction in the level of care. a. It 7. Upon the occurrence of a deficiency, the Bund/Land shall be a condition precedent deemed released from the guaranty vis-à-vis the Lender if the Lender breaches any obligation incumbent on it under this guaranty. The foregoing shall not apply in the event of negligent breach [fahrlässige Verletzung], to the obligations extent the deficiency was not caused by the breach. Prior to this point in time, the Bund/Land may terminate the guaranty vis-à-vis the Lender with immediate effect if the Lender breaches any obligation incumbent on it under this guaranty and, despite demand made on the Lender, fails to perform that obligation within a reasonable, specified time. 8. The Lender shall notify the Bund/Land without undue delay if a) the Borrower is in default for longer than three months in respect of a payment of agreed interest or principal of the Company guaranteed credit; b) the Lender ascertains that the Borrower has breached other material contractual credit obligations; c) the Lender ascertains that the Borrower’s statements with respect to complete its assets and income have subsequently been revealed to be incorrect or incomplete in material respects; d) the registration Lender learns that the Borrower is ceasing to make payments or that a petition has been filed for the commencement of insolvency proceedings on the Borrower’s assets or compulsory judicial enforcement [Zwangsvollstreckung] is being levied over significant portions of the Borrower’s assets; e) other circumstances come to the Lender’s knowledge that, in the Lender’s view, place repayment of the guaranteed credit at risk. 9. The Lender shall exercise its contractual right of termination upon request of the Bund/Land. In this context, the Lender’s justified concerns shall be taken into account. 10. The credit must be secured pursuant to this Agreement the terms of the credit agreement. The security to be provided is intended to secure the total credit; it is not permitted to create separate security covering the Lender’s share of the risk. The Lender shall reserve the right to demand the provision of additional security by the Borrower in the event of deterioration of the security, in particular in the event of collateral depreciation and/or losses. 11. As soon as and to the extent that the security created with respect to the Registrable Securities that credit and/or available further security comports with the investment guidelines generally followed by the Lender, the Lender shall furnish to inform the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents Bund/Land thereof; in connection with such registration as the Company may reasonably request. At least five trading days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Lender of the information the Company requires from the Lender. b. The Lender, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement hereunder, unless the Lender has notified the Company in writing of the Lender's election to exclude all of the Lender's Registrable Securities from such Registration Statement. c. In the event the Lender determines to engage the services of an underwriterthat case, the Lender agrees and the Bund/Land shall coordinate with respect to enter into and perform the Lender's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with extent to which the underwriter(s) Bund/Land may be released from its guarantees based on the intrinsic value of such offering and the Company and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securitiessecurity. d. The Lender agrees 12. To the extent that, upon receipt following payment by the Bund/Land under their guarantees, the rights, which arise under the security provided in exchange for the credit, fail to pass to Bund/Land by operation of any notice from the Company of the happening of any event of the kind described in Sections 3(f) or 3(glaw (subrogation), the Lender will immediately discontinue disposition of Registrable Securities pursuant shall transfer those rights (pro rata) to the Registration Statement covering such Registrable Securities until Bund/Land. Where the Lender's receipt ’s claims are satisfied by utilization of the copies of the supplemented or amended prospectus contemplated by Sections 3(f) or 3(g) and, if so directed by the CompanyBund/Land’s guarantees, the Lender shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company act as a certificate of destruction) all copies in the Lender's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. Notwithstanding anything to the contrary, subject to compliance with applicable laws, the Company shall cause the transfer agent fiduciary for the Registrable Securities account of Bund/Land to deliver unlegended shares administer and make dispositions over such rights as pass to Bund/Land by operation of Common Stock law or by assignment, with no right to separate compensation therefor, but with entitlement to reimbursement of expenses, exercising the care of a transferee of the Lender in connection with any sale of Registrable Securities with respect to which the Lender has entered into a contract for sale prior to receipt of such notice and for which the Lender has not yet settledreasonable merchant. e. The Lender may not participate in any underwritten distribution hereunder unless the Lender (i) agrees to sell the Lender's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 5 below, and (iv) complies with all applicable laws in connection therewith. Notwithstanding anything in this Section 4(e) to the contrary, this Section 4(e) is not intended to limit the Lender's rights under Sections 2(a) or 3(b) hereof.

Obligations of the Lender. In connection with a. At least five (5) Business Days prior to the registration first anticipated filing date of a Registration Statement, the Company shall notify the Lender in writing of the Registrable Securities, information the Company requires from the Lender shall if the Lender elects to have any of the following obligations: a. Lender’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Lender that the Lender shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five trading days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Lender of the information the Company requires from the Lender. b. The Lender, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement hereunder, unless the Lender has notified the Company in writing of the Lender's its election to exclude all of the Lender's Registrable Securities from such Registration Statement. c. In the event the Lender determines to engage the services of an underwriter, the Lender agrees to enter into and perform the Lender's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the underwriter(s) of such offering and the Company and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities. d. The Lender agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 3(fSection 3(g) or 3(gthe first sentence of 3(f), the Lender will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities until the Lender's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Sections Section 3(g) or the first sentence of 3(f) or 3(g) and, if so directed by the Company, the Lender shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Lender's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticenotice that no supplement or amendment is required. Notwithstanding anything to the contrary, subject to compliance with applicable laws, the Company shall cause the its transfer agent for the Registrable Securities to deliver unlegended shares of Common Stock to a transferee of the Lender in accordance with the terms of the Loan Restructuring Agreement in connection with any sale of Registrable Securities with respect to which the Lender has entered into a contract for sale prior to the Lender’s receipt of such a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f) and for which the Lender has not yet settled.. NY:1316208.10 e. d. The Lender may not participate covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it or an exemption therefrom in any underwritten distribution hereunder unless the Lender (i) agrees to sell the Lender's connection with sales of Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 5 below, and (iv) complies with all applicable laws in connection therewith. Notwithstanding anything in this Section 4(e) to the contrary, this Section 4(e) is not intended to limit the Lender's rights under Sections 2(a) or 3(b) hereofRegistration Statement.

Obligations of the Lender. In The Lender shall, in its capacity as lead lender and servicer and until each Co-Investing Participant's undivided interest in the Loan has been paid in full, (i) hold the Loan Documents and the collateral for the Loan for the benefit of itself and the Co-Investing Participants (it being understood and agreed that each party to this Agreement shall be deemed to have an interest therein in proportion to its undivided interest in the Loan), (ii) receive all payments in respect of interest, principal and other sums on account of or with respect to the Loan, (iii) promptly remit to each Co-Investing Participant its pro rata share of interest, principal and other sums received by the Lender on account of or with respect to the Loan in accordance with the provisions of this Agreement by wire or ACH transfer in immediately available funds pursuant to the respective wiring or ACH instructions delivered in connection with each Co-Investing Participant's acquisition of its interest in the registration Loan (as such instructions may be modified in writing from time to time by such Co-Investing Participant), and (iv) use due diligence to recover from the Borrower all expenses incurred which are reimbursable from the Borrower and promptly remit to each Co-Investing Participant its pro rata share thereof. Except as specifically provided to the contrary in Exhibit B to this Agreement and except in the case of amounts payable by the Borrower pursuant to the provisions of the Registrable SecuritiesLoan Documents regarding reserve requirements and capital adequacy, the Lender's and the Co-Investing Participants' respective shares of principal, interest and other sums (if any) actually received by the Lender on account of or with respect to the Loan shall be calculated on the basis of the Lender's and the Co-Investing Participants' respective undivided percentage interests in the Loan from time to time. In addition, (a) not less frequently than once per month, the Lender shall have provide to each Co-Investing Participant a periodic loan status report, either prepared by the following obligations: a. It shall Lender or obtained by the Lender from Midland Loan Services, Inc. or any other loan servicer which may be a condition precedent to unanimously agreed upon in writing by the obligations of the Company to complete the registration pursuant parties to this Agreement (Midland Loan Services, Inc. or such other servicer, the "Loan Servicer"), which loan status report shall include without limitation a record of any and all loan payments and other activity, and (b) upon request, the Lender shall promptly furnish any Co-Investing Participant with such information or documentation regarding the Loan as may be reasonably required by such Co-Investing Participant for tax or regulatory compliance, in connection with any internal audit requirements applicable to such Co-Investing Participant or for similar purposes, provided in each case that the information or documentation requested is within the possession of the Lender or the Loan Servicer. Except as specifically provided to the contrary in paragraph 4 of this Agreement, the Lender shall not without the prior unanimous written consent of the Co-Investing Participants (i) waive, modify or amend in any respect whatsoever the interest rate provisions set forth in the Loan Documents, (ii) increase the maximum principal amount of the Loan other than as a result of protective advances in situations which are, in the Lender's opinion in the exercise of commercially reasonable judgement, of an emergency nature, including without limitation advances for the payment of taxes or insurance premiums, provided that in any event such increases shall be subject to the limitations set forth on Exhibit B, (iii) extend the maturity date of the Loan, other than in accordance with any mandatory provisions of the Loan Documents relating thereto, (iv) make or consent to any materially adverse amendment, modification or waiver of any of the terms, covenants, provisions or conditions of the Loan Documents, (v) waive, compromise or settle any material claim against the Borrower or any guarantor or other person or entity (a "Guarantor") liable for payment of the Loan in whole or in part or for the observance and performance by the Borrower of any of the terms, covenants, provisions and conditions of the Loan Documents, or release the Borrower or any Guarantor from any material obligation or liability under the Loan Documents, (vi) waive any material default under the Loan Documents, or (vii) substitute, release, reconvey or change, in whole or in part, any collateral or security interest held under the Loan Documents other than in accordance with any mandatory provisions of the Loan Documents or agree to subordinate or otherwise adversely affect the priority of the lien held by the Lender on the Premises, the Improvements or any other security for the Loan. The Lender, in its capacity as lead lender and servicer, may, without obtaining the prior consent of the Co-Investing Participants, (i) extend for reasonable periods of time the time for the observance or performance by the Borrower or any Guarantor of the terms and conditions of the Loan Documents, provided that such extension in the reasonable judgment of the Lender will not have a materially adverse effect on the Loan, the Borrower's or any Guarantor's performance of its obligations under the Loan Documents or the collateral for the Loan, and further provided that no such extension in the case of any scheduled payment of principal and/or interest on the Loan shall be for a period in excess of ten (10) Business Days (hereinafter defined) beyond the expiration of any applicable grace period with respect thereto without the prior unanimous written consent of the Co-Investing Participants, (ii) agree or consent to any non-material amendment, modification or waiver of the Registrable Securities terms, covenants, provisions or conditions of the Loan Documents (it being understood and agreed that the Lender shall furnish not agree, except pursuant to the Company such information regarding itselfimmediately preceding clause (i), to modify any economic terms of the Registrable Securities Loan without the unanimous written consent of the Co- Investing Participants), (iii) waive, compromise or settle any non-material claim against the Borrower or any Guarantor, or release the Borrower or any Guarantor from any non-material obligation or liability under the Loan Documents (non-material claims, for the purposes of this clause (iii), being defined as any single claim not in excess of $10,000 or any claims in the aggregate not in excess of $25,000 over the term of the Loan), (iv) waive any non-material default under the Loan Documents (it being understood and agreed that the Lender shall not agree, except pursuant to the immediately preceding clause (i), to waive any monetary default under the Loan without the unanimous written consent of the Co-Investing Participants), (v) release, reconvey or change, in whole or in part, any collateral or security interest held under the Loan Documents which is required to be released or reconveyed in accordance with the express provisions of the Loan Documents, and (vi) subject to the provisions of the preceding sentence, do or perform any act or thing which in the reasonable judgment of the Lender is necessary to enable the Lender to discharge and perform its duties under this Agreement or which in the reasonable judgment of the Lender is necessary or required to preserve and protect the liens and security interests created by it the Loan Documents and the intended method of disposition priority thereby and the collateral for the Loan and the interests of the Registrable Securities held Lender and the Co- Investing Participants therein. Notwithstanding the foregoing, in no event shall the Lender (a) take any action that would to the Lender's knowledge result in unrelated business taxable income to the Co-Investing Participants, unless otherwise agreed by it the unanimous written consent of the Co-Investing Participants or (b) take or omit to take any action in violation of applicable law or the provisions of the Loan Documents or (unless otherwise agreed by unanimous consent of the Co-Investing Participants) the provisions of this Agreement. Each Co-Investing Participant shall from time to time, upon request of the Lender, but subject to the immediately following provisions of this paragraph, execute and deliver such documents and instruments as shall may be reasonably required necessary to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five trading days prior to the first anticipated filing date of the Registration Statement, the Company shall notify enable the Lender of to effectively administer and service the information Loan in its capacity as lead lender and servicer and in the Company requires from the Lender. b. The Lender, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested manner contemplated by the Company provisions of this Agreement. Prior to taking any action in connection with the preparation and filing of Loan in the Registration Statement hereunder, unless the Lender has notified the Company in writing of the Lender's election to exclude all of the Lender's Registrable Securities from such Registration Statement. c. In the event the Lender determines to engage the services of an underwriter, the Lender agrees to enter into and perform the Lender's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the underwriter(s) of such offering and the Company and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities. d. The Lender agrees that, upon receipt name of any notice from the Company of the happening of Co-Investing Participant or Co-Investing Participants in any event of the kind described in Sections 3(f) or 3(g), the Lender will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until the Lender's receipt of the copies of the supplemented or amended prospectus contemplated by Sections 3(f) or 3(g) and, if so directed by the Companystate, the Lender shall deliver notify such Co-Investing Participant or Co-Investing Participants in writing. Each such Co-Investing Participant shall have the right to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in advise the Lender's possession, of the prospectus covering such Registrable Securities current at the time within five (5) days of receipt of such notice. Notwithstanding anything , that it is likely that the laws of the state in which said action is to be taken either prohibit such action if taken in the contraryname of such Co-Investing Participant or that such Co-Investing Participant would be adversely affected under the "doing business" or tax laws of such state, subject to compliance with applicable or any federal or state regulatory laws, if such action is taken in its name. Upon receipt of any such notice from a Co-Investing Participant, the Company Lender shall, in lieu of taking the action in question in the name of such Co-Investing Participant, take action in the name of such Person or Persons, as agent of or in trust for such Co-Investing Participant, as shall cause the transfer agent for the Registrable Securities to deliver unlegended shares of Common Stock to a transferee of be requested by such Co-Investing Participant, it being understood and agreed that all costs and expenses incurred by the Lender in connection complying with any sale the foregoing provisions of Registrable Securities with respect this sentence at the request of a particular Co-Investing Participant shall be borne by such Co- Investing Participant and shall be reimbursed to which the Lender has entered into a contract for sale prior to receipt of such notice and for which the upon demand, provided that Lender has not yet settled. e. The Lender may not participate in any underwritten distribution hereunder unless the Lender (i) agrees furnished to sell the Lender's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Companysuch Co-Investing Participant evidence reasonably satisfactory to such Co-Investing Participant, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of substantiating such underwriting arrangements, (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 5 below, and (iv) complies with all applicable laws in connection therewithexpenditures. Notwithstanding anything in this Section 4(e) to the contrary, this Section 4(e) is not intended to limit the Lender's rights under Sections 2(a) Such Person or 3(b) hereof.Persons shall

Obligations of the Lender. In connection with a. At least five (5) Business Days prior to the registration first anticipated filing date of a Registration Statement, the Company shall notify the Lender in writing of the Registrable Securities, information the Company requires from the Lender shall if the Lender elects to have any of the following obligations: a. Lender’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Lender that the Lender shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five trading days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Lender of the information the Company requires from the Lender. b. The Lender, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement hereunder, unless the Lender has notified the Company in writing of the Lender's its election to exclude all of the Lender's Registrable Securities from such Registration Statement. c. In the event the Lender determines to engage the services of an underwriter, the Lender agrees to enter into and perform the Lender's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the underwriter(s) of such offering and the Company and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities. d. The Lender agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 3(fSection 3(g) or 3(gthe first sentence of 3(f), the Lender will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities until the Lender's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Sections Section 3(g) or the first sentence of 3(f) or 3(g) and, if so directed by the Company, the Lender shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Lender's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticenotice that no supplement or amendment is required. Notwithstanding anything to the contrary, subject to compliance with applicable laws, the Company shall cause the its transfer agent for the Registrable Securities to deliver unlegended shares of Common Stock to a transferee of the Lender in accordance with the terms of the Loan Restructuring Agreement in connection with any sale of Registrable Securities with respect to which the Lender has entered into a contract for sale prior to the Lender’s receipt of such a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f) and for which the Lender has not yet settled. e. d. The Lender may not participate covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it or an exemption therefrom in any underwritten distribution hereunder unless the Lender (i) agrees to sell the Lender's connection with sales of Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 5 below, and (iv) complies with all applicable laws in connection therewith. Notwithstanding anything in this Section 4(e) to the contrary, this Section 4(e) is not intended to limit the Lender's rights under Sections 2(a) or 3(b) hereofRegistration Statement.