Common use of Preparation of the Registration Statement Clause in Contracts

Preparation of the Registration Statement. AND THE PROXY STATEMENT; SHAREHOLDERS' MEETINGS; CONSENTS. (a) As soon as practicable following the date of this Agreement, TriNet and Starwood shall jointly (i) prepare and file the Proxy Statement with the SEC, with appropriate requests for confidential treatment, in form and substance satisfactory to each of Starwood and TriNet, and Starwood will provide on a supplemental basis to the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus. Each of TriNet and Starwood shall use its commercially reasonable efforts to cause and enable Starwood to (i) respond to any comments of the staff of the SEC and (ii) have the Registration Statement declared effective under the Securities Act and the rules and regulations promulgated thereunder as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Advisor Transaction. Each of TriNet and Starwood will use its commercially reasonable efforts to cause the Proxy Statement to be mailed to TriNet's shareholders and Starwood's shareholders, respectively, as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each party will notify the other promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives and the SEC with respect to the Registration Statement or the Proxy Statement. The Registration Statement and the Proxy Statement 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 Registration Statement or the Proxy Statement, Starwood or TriNet, as the case may be, shall promptly inform the other of such occurrences and cooperate in filing with the SEC and/or mailing to the shareholders of Starwood and the shareholders of TriNet such amendment or supplement in a form reasonably acceptable to Starwood and TriNet. (b) TriNet will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "TRINET SHAREHOLDERS MEETING") (but in no event shall such meeting be held sooner than 20 business days following the date the Proxy Statement is mailed to its shareholders), for the purpose of obtaining the TriNet Shareholder Approval. Starwood will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "STARWOOD SHAREHOLDERS MEETING") (but in no event shall such meeting be held sooner than 20 business days following the date the Proxy Statement is mailed to its shareholders), for the purpose of obtaining the Starwood Shareholder Approvals and, if necessary, the approval of its shareholders to amend the declaration of trust and bylaws of Starwood in the manner contemplated by Section 1.7. TriNet and Starwood will cooperate in good faith to seek to ensure that the TriNet Shareholder Meeting and the Starwood Shareholder Meeting are held on the same day, as close together in time as is reasonably practicable. Starwood covenants that Starwood will, through its Board of Trustees, recommend to its shareholders approval of the Merger, this Agreement, the Advisor Transaction, the Advisor Transaction Agreement, the Incorporation Merger and the Incorporation Merger Agreement and the transactions contemplated hereby and thereby and further covenants that the Proxy Statement will include such recommendation. TriNet covenants that, subject to Section 7.1, TriNet will, through its Board of Directors, recommend to its shareholders approval of the Merger, this Agreement and the other transactions contemplated hereby and thereby and further covenants that the Proxy Statement will include such recommendation. Starwood shall furnish all information concerning New Starwood and the holders of New Starwood Common Stock as may reasonably be requested in connection with any action required to be taken under any applicable state securities or "blue sky" laws in connection with the issuance of New Starwood Common Stock and New Starwood Preferred Stock pursuant to the Merger and the Advisor Transaction, and TriNet shall furnish all information concerning TriNet and the holders of TriNet Common Stock and TriNet Preferred Stock as may be reasonably requested in connection with any such action. In connection with the preparation of the Proxy Statement and the Registration Statement, Starwood shall use reasonable efforts to cause to be delivered to TriNet, prior to the mailing of the Proxy Statement to TriNet's shareholders and Starwood's shareholders, the opinion dated the date of the Proxy Statement of Xxxxxx Xxxxxx & Xxxxx, substantially in the form of EXHIBIT M, regarding the historical treatment of certain partnerships, Xxxxx, Xxxxx & Xxxxx, substantially in the form attached hereto as EXHIBIT N, regarding the historical qualification of Starwood as a REIT under the Code, and the opinion of Xxxxxx & Xxxxx LLP, substantially in the form attached hereto as EXHIBIT O, regarding the prospective qualification of New Starwood as a REIT under the Code. In issuing its opinion, Xxxxxx & Xxxxx LLP shall be permitted to rely on the opinion of Xxxxx, Xxxxx & Xxxxx and on the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx described in the next sentence. In connection with the preparation of the Proxy Statement and the Registration Statement, TriNet shall use reasonable efforts to cause to be delivered to Starwood, prior to the mailing of the Proxy Statement to TriNet's shareholders and Starwood's shareholders, the opinion dated the date of the Proxy Statement of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx substantially in the form attached hereto as EXHIBIT P regarding the qualification of TriNet as a REIT under the Code.

Preparation of the Registration Statement. AND THE PROXY STATEMENT; SHAREHOLDERS' MEETINGS; CONSENTS. (a) As soon as practicable following the date of this Agreement, TriNet the Company, Parent and Starwood Newco shall jointly (i) prepare and file the Proxy Statement with the SEC, with appropriate requests for confidential treatment, in form and substance satisfactory to each of Starwood and TriNet, and Starwood will provide on a supplemental basis to the SEC the Registration Statement, in which the Proxy Information Statement will shall be included as a prospectusincluded. Each of TriNet the Company, Parent and Starwood Newco shall use its commercially reasonable efforts to cause and enable Starwood to (i) respond to any comments of the staff of the SEC and (ii) have the Registration Statement declared effective under the Securities Act and the rules and regulations promulgated thereunder as promptly as practicable after such filing filing. The Information Statement shall disclose that the Board of Directors of the Company has voted in favor of approval and to keep the Registration Statement effective as long as is necessary to consummate the Merger adoption of this Agreement and the Advisor TransactionMerger, and that the Boards of Directors of Parent and Newco have voted in favor of approval of the issuance of Parent Common Stock in connection with the Merger. Each of TriNet and Starwood will The Company shall use its commercially reasonable efforts to cause the Proxy Information Statement to be mailed to TriNet's shareholders and Starwood's shareholders, respectively, its stockholders as promptly as practicable after the Registration Statement is declared effective becomes effective. (b) The Company, Parent and Newco shall make all necessary filings with respect to the Merger and the transactions contemplated thereby under the Securities ActAct and the Exchange Act and applicable state blue sky laws and the rules and regulations thereunder. Each party Parent shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in connection with the Merger. No filing of, or amendment or supplement to, the Registration Statement will notify be made by Parent without providing the other promptly Company and its counsel the opportunity to review and comment thereon and, with respect to any material pertaining to the Company, without the Company's written consent, which consent shall not be unreasonably withheld. Parent will advise the Company, immediately after it receives notice thereof, of the receipt time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any comments from stop order, the SEC and suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendments or supplements to amendment of the Registration Statement or comments thereon and responses thereto or requests by the Proxy Statement or SEC for additional information. If at any time prior to the Effective Time any information and will supply relating to the other with copies of all correspondence between such party Company, Parent or Newco, or any of its representatives and their respective affiliates, officers or directors, should be discovered by the SEC with respect to the Registration Statement Company, Parent or the Proxy Statement. The Registration Statement and the Proxy Statement shall comply in all material respects with all applicable requirements of Law. Whenever any event occurs Newco which is required to should be set forth in an amendment or supplement to the Registration Statement so that such Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the Proxy Statementstatements therein, Starwood or TriNetin light of the circumstances under which they were made, as not misleading, the case may be, party which discovers such information shall promptly inform notify the other of parties hereto and an appropriate amendment or supplement describing such occurrences and cooperate in filing information shall be promptly filed with the SEC and/or mailing and, to the shareholders of Starwood and extent required by law, disseminated to the shareholders of TriNet such amendment or supplement in a form reasonably acceptable to Starwood and TriNet. (b) TriNet will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "TRINET SHAREHOLDERS MEETING") (but in no event shall such meeting be held sooner than 20 business days following the date the Proxy Statement is mailed to its shareholders), for the purpose of obtaining the TriNet Shareholder Approval. Starwood will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "STARWOOD SHAREHOLDERS MEETING") (but in no event shall such meeting be held sooner than 20 business days following the date the Proxy Statement is mailed to its shareholders), for the purpose of obtaining the Starwood Shareholder Approvals and, if necessary, the approval of its shareholders to amend the declaration of trust and bylaws of Starwood in the manner contemplated by Section 1.7. TriNet and Starwood will cooperate in good faith to seek to ensure that the TriNet Shareholder Meeting and the Starwood Shareholder Meeting are held on the same day, as close together in time as is reasonably practicable. Starwood covenants that Starwood will, through its Board of Trustees, recommend to its shareholders approval stockholders of the Merger, this Agreement, the Advisor Transaction, the Advisor Transaction Agreement, the Incorporation Merger and the Incorporation Merger Agreement and the transactions contemplated hereby and thereby and further covenants that the Proxy Statement will include such recommendation. TriNet covenants that, subject to Section 7.1, TriNet will, through its Board of Directors, recommend to its shareholders approval of the Merger, this Agreement and the other transactions contemplated hereby and thereby and further covenants that the Proxy Statement will include such recommendation. Starwood shall furnish all information concerning New Starwood and the holders of New Starwood Common Stock as may reasonably be requested in connection with any action required to be taken under any applicable state securities or "blue sky" laws in connection with the issuance of New Starwood Common Stock and New Starwood Preferred Stock pursuant to the Merger and the Advisor Transaction, and TriNet shall furnish all information concerning TriNet and the holders of TriNet Common Stock and TriNet Preferred Stock as may be reasonably requested in connection with any such action. In connection with the preparation of the Proxy Statement and the Registration Statement, Starwood shall use reasonable efforts to cause to be delivered to TriNet, prior to the mailing of the Proxy Statement to TriNet's shareholders and Starwood's shareholders, the opinion dated the date of the Proxy Statement of Xxxxxx Xxxxxx & Xxxxx, substantially in the form of EXHIBIT M, regarding the historical treatment of certain partnerships, Xxxxx, Xxxxx & Xxxxx, substantially in the form attached hereto as EXHIBIT N, regarding the historical qualification of Starwood as a REIT under the Code, and the opinion of Xxxxxx & Xxxxx LLP, substantially in the form attached hereto as EXHIBIT O, regarding the prospective qualification of New Starwood as a REIT under the Code. In issuing its opinion, Xxxxxx & Xxxxx LLP shall be permitted to rely on the opinion of Xxxxx, Xxxxx & Xxxxx and on the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx described in the next sentence. In connection with the preparation of the Proxy Statement and the Registration Statement, TriNet shall use reasonable efforts to cause to be delivered to Starwood, prior to the mailing of the Proxy Statement to TriNet's shareholders and Starwood's shareholders, the opinion dated the date of the Proxy Statement of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx substantially in the form attached hereto as EXHIBIT P regarding the qualification of TriNet as a REIT under the CodeCompany.

Preparation of the Registration Statement. AND THE 5.8.1 CTP shall, as soon as is reasonably practicable, prepare a prospectus/proxy statement (the "PROSPECTUS/PROXY STATEMENT; SHAREHOLDERS' MEETINGS; CONSENTS. ") to be included in a registration statement on Form S-4 as promulgated by the SEC (a) As soon as practicable following the date "REGISTRATION STATEMENT"). Once both Parties consent to the filing of this Agreementthe Registration Statement with the SEC (which consent shall not be unreasonably withheld), TriNet and Starwood CTP shall jointly (i) prepare and file the Proxy Registration Statement with the SEC, with appropriate requests for confidential treatment, in form . CTP and substance satisfactory to each of Starwood and TriNet, and Starwood will provide on a supplemental basis to the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus. Each of TriNet and Starwood Neurologix shall use its commercially all reasonable efforts to cause and enable Starwood to (i) respond to any comments of the staff of the SEC and (ii) have the Registration Statement declared effective under by the Securities Act and the rules and regulations promulgated thereunder SEC as promptly as practicable after such filing thereafter and to keep maintain the effectiveness of the Registration Statement effective as long as is necessary through the Effective Time. If, at any time prior to consummate the Merger and the Advisor Transaction. Each Effective Time, Neurologix or CTP shall obtain knowledge of TriNet and Starwood will use its commercially reasonable efforts to cause the Proxy Statement to be mailed to TriNet's shareholders and Starwood's shareholders, respectively, as promptly as practicable after any information contained in or omitted from the Registration Statement is declared effective under the Securities Act. Each party will notify the other promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives and the SEC with respect to the Registration Statement or the Proxy Statement. The Registration Statement and the Proxy Statement shall comply in all material respects with all applicable requirements of Law. Whenever any event occurs which is required to be set forth in that would require an amendment or supplement to the Registration Statement or the Prospectus/Proxy Statement, Starwood the Party obtaining such knowledge will so advise the other Party in writing and both Neurologix and CTP will promptly take such action as shall be required to amend or TriNetsupplement the Registration Statement and/or the Prospectus/Proxy Statement. Neurologix shall promptly furnish to CTP all information concerning it as may be required for the Prospectus/Proxy Statement and any supplements or amendments thereto, including without limitation, financial statements in conformity with all applicable provisions of the Securities Act and Exchange Act, as the case may be, . CTP and Neurologix shall promptly inform the other of such occurrences and cooperate in filing the preparation of the Prospectus/Proxy Statement in a timely fashion and shall use all reasonable efforts to clear the Registration Statement with the SEC and/or mailing to Staff of the shareholders of Starwood and SEC. Promptly after the shareholders of TriNet such amendment or supplement in a form reasonably acceptable to Starwood and TriNet. (b) TriNet will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "TRINET SHAREHOLDERS MEETING") (but in no event shall such meeting be held sooner than 20 business days following the date the Proxy Registration Statement is mailed declared effective by the SEC, Neurologix shall use all reasonable efforts to mail at the earliest practicable date to its shareholders)Stockholders the Prospectus/Proxy Statement, for which shall include all information required under applicable law to be furnished to Neurologix's Stockholders in connection with the purpose of obtaining the TriNet Shareholder Approval. Starwood will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "STARWOOD SHAREHOLDERS MEETING") (but in no event shall such meeting be held sooner than 20 business days following the date the Proxy Statement is mailed to its shareholders), for the purpose of obtaining the Starwood Shareholder Approvals and, if necessary, the approval of its shareholders to amend the declaration of trust and bylaws of Starwood in the manner contemplated by Section 1.7. TriNet and Starwood will cooperate in good faith to seek to ensure that the TriNet Shareholder Meeting and the Starwood Shareholder Meeting are held on the same day, as close together in time as is reasonably practicable. Starwood covenants that Starwood will, through its Board of Trustees, recommend to its shareholders approval of the Merger, this Agreement, the Advisor Transaction, the Advisor Transaction Agreement, the Incorporation Merger and the Incorporation Merger Agreement and the transactions contemplated hereby and thereby and further covenants that thereby. Promptly after the Proxy Registration Statement will include such recommendation. TriNet covenants thatis declared effective by the SEC, subject CTP shall use all reasonable efforts to Section 7.1, TriNet will, through its Board of Directors, recommend mail at the earliest practicable date to its shareholders approval of stockholders the MergerProspectus/Proxy Statement, this Agreement and the other transactions contemplated hereby and thereby and further covenants that the Proxy Statement will which shall include such recommendation. Starwood shall furnish all information concerning New Starwood and the holders of New Starwood Common Stock as may reasonably be requested in connection with any action required under applicable law to be taken under any applicable state securities or "blue sky" laws furnished to CTP's stockholders in connection with the issuance of New Starwood Common Stock and New Starwood Preferred Stock pursuant to the Merger and the Advisor Transactiontransactions contemplated thereby, and TriNet shall furnish all information concerning TriNet the Amendments and the holders election of TriNet Common Stock and TriNet Preferred Stock directors as may be reasonably requested in connection with any such action. In connection with the preparation contemplated herein by Section 5.10. 5.8.2 None of the financial or other information to be supplied by Neurologix or its representatives for inclusion in the Registration Statement or the Prospectus/Proxy Statement Statement, including all amendments and supplements thereto, shall, in the case of the Registration Statement, Starwood shall use reasonable efforts at (i) the time the Registration Statement becomes effective, (ii) the Closing and (iii) the Effective Time, and, in the case of the Prospectus/Proxy Statement, (iv) on the date or dates the Prospectus/Proxy Statement is first mailed to cause CTP's Stockholders, (v) at the date or dates of the CTP Meeting, (vi) at the Closing, and (vii) at the Effective Time, contain any untrue statement of a material fact or omit to state a material fact required to be delivered stated therein or necessary in order to TriNet, prior make the statements therein not misleading. Neurologix agrees that the financial statements of Neurologix to be included in the mailing Registration Statement and the Prospectus/Proxy Statement will comply as to form in all material respects with the applicable provisions of the Proxy Statement to TriNet's shareholders Securities Act and Starwood's shareholdersthe Exchange Act, as the opinion dated the date case may be. 5.8.3 None of the Proxy Statement of Xxxxxx Xxxxxx & Xxxxx, substantially financial or other information supplied by CTP for inclusion or incorporation by reference in the form of EXHIBIT M, regarding the historical treatment of certain partnerships, Xxxxx, Xxxxx & Xxxxx, substantially Registration Statement or in the form attached hereto as EXHIBIT NProspectus/Proxy Statement, regarding the historical qualification of Starwood as a REIT under the Codeincluding all amendments and supplements thereto, and the opinion of Xxxxxx & Xxxxx LLPshall, substantially in the form attached hereto as EXHIBIT O, regarding the prospective qualification case of New Starwood as a REIT under the Code. In issuing its opinion, Xxxxxx & Xxxxx LLP shall be permitted to rely on the opinion of Xxxxx, Xxxxx & Xxxxx and on the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx described in the next sentence. In connection with the preparation of the Proxy Statement and the Registration Statement, TriNet shall use reasonable efforts at (i) the time the Registration Statement becomes effective, (ii) the Closing and (iii) the Effective Time, and, in the case of the Prospectus/Proxy Statement, (iv) on the date or dates the Prospectus/Proxy Statement is first mailed to cause CTP's stockholders, (v) at the date or dates of the CTP Meeting, (vi) at the Closing, and (vii) at the Effective Time, contain any untrue statement of a material fact or omit to state a material fact required to be delivered stated therein or necessary in order to Starwood, prior make the statements therein not misleading. CTP agrees that the Registration Statement and the Prospectus/Proxy Statement will (with respect to CTP and Subcorp) comply as to form in all material respects with the mailing applicable provisions of the Proxy Statement to TriNet's shareholders Securities Act and Starwood's shareholdersthe Exchange Act, as the opinion dated the date of the Proxy Statement of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx substantially in the form attached hereto as EXHIBIT P regarding the qualification of TriNet as a REIT under the Codecase may be.

Preparation of the Registration Statement. AND THE PROXY STATEMENT; SHAREHOLDERS' MEETINGS; CONSENTSthe Consent Statement/Prospectus. (a) As soon promptly as practicable following the date of this Agreement, TriNet and Starwood shall jointly (i) the Partnership and Parent shall prepare and file the Proxy Statement with the SEC, SEC the Consent Statement/Prospectus and (ii) the Partnership and Parent shall jointly prepare and Parent shall file with appropriate requests for confidential treatment, in form and substance satisfactory to each of Starwood and TriNet, and Starwood will provide on a supplemental basis to the SEC the Registration Statement, in which the Proxy Statement Consent Statement/Prospectus will be included as a prospectus. Each of TriNet the Partnership and Starwood Parent shall use its commercially reasonable best efforts to cause and enable Starwood to (i) respond to any comments of the staff of the SEC and (ii) have the Registration Statement declared effective under the Securities Act and the rules and regulations promulgated thereunder as promptly as practicable after such filing and to keep the Registration Statement effective as for so long as is necessary to consummate the Merger and the Advisor Transactiontransactions contemplated by this Agreement. Each of TriNet the Partnership and Starwood will Parent shall use its commercially reasonable best efforts to cause the Proxy Statement Consent Statement/Prospectus to be mailed to TriNet's shareholders and Starwood's shareholders, respectively, the Limited Partners as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each of the parties shall cooperate and consult with each other in connection with the preparation and filing of the Registration Statement and the Consent Statement/Prospectus, as applicable, including promptly furnishing to each other in writing upon request any and all information relating to a party or its Affiliates as may be required to be set forth therein, as applicable, under applicable Law. No filing of, or amendment or supplement to, the Registration Statement or the Consent Statement/Prospectus will be made by a party without providing the other parties a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Partnership or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Partnership or Parent that should be set forth in an amendment or supplement to, the Registration Statement or the Consent Statement/Prospectus, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Laws, disseminated to the Limited Partners. The parties shall notify each other promptly of the receipt of any comments comments, written or oral, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Registration Statement Consent Statement/Prospectus or the Proxy Registration Statement or for additional information information, and will each party shall supply the each other with copies of (i) all correspondence between such party it or any of its representatives Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Consent Statement/Prospectus or the Registration Statement or the Proxy Statement. The Registration Statement transactions contemplated by this Agreement and (ii) all orders of the Proxy Statement 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 SEC relating to the Registration Statement or the Proxy Statement, Starwood or TriNet, as the case may be, shall promptly inform the other of such occurrences and cooperate in filing with the SEC and/or mailing to the shareholders of Starwood and the shareholders of TriNet such amendment or supplement in a form reasonably acceptable to Starwood and TriNet. (b) TriNet willThe General Partner shall distribute to the Limited Partners the Consent Statement/Prospectus, as soon as practicable following the date which shall include a form of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "TRINET SHAREHOLDERS MEETING") (but in no event shall such meeting consent that may be held sooner than 20 business days following the date the Proxy Statement is mailed to its shareholders), for the purpose of obtaining the TriNet Shareholder Approval. Starwood will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "STARWOOD SHAREHOLDERS MEETING") (but in no event shall such meeting be held sooner than 20 business days following the date the Proxy Statement is mailed to its shareholders), for the purpose of obtaining the Starwood Shareholder Approvals and, if necessary, the approval of its shareholders to amend the declaration of trust and bylaws of Starwood in the manner contemplated executed by Section 1.7. TriNet and Starwood will cooperate in good faith to seek to ensure that the TriNet Shareholder Meeting and the Starwood Shareholder Meeting are held on the same day, as close together in time as is reasonably practicable. Starwood covenants that Starwood will, through its Board of Trustees, recommend to its shareholders approval of the Merger, this Agreement, the Advisor Transaction, the Advisor Transaction Agreement, the Incorporation Merger and the Incorporation Merger Agreement and the transactions contemplated hereby and thereby and further covenants that the Proxy Statement will include such recommendation. TriNet covenants that, subject to Section 7.1, TriNet will, through its Board of Directors, recommend to its shareholders approval of the Merger, this Agreement and the other transactions contemplated hereby and thereby and further covenants that the Proxy Statement will include such recommendation. Starwood shall furnish all information concerning New Starwood and the holders of New Starwood Common Stock as may reasonably be requested in connection with any action required to be taken under any applicable state securities or "blue sky" laws Limited Partners in connection with the issuance of New Starwood Common Stock and New Starwood Preferred Stock pursuant to the Merger and the Advisor Transaction, and TriNet shall furnish all information concerning TriNet and the holders of TriNet Common Stock and TriNet Preferred Stock Written Consent as may be reasonably requested in connection with any such action. In connection with the preparation of the Proxy Statement and promptly as practicable after the Registration Statement, Starwood shall use reasonable efforts to cause to be delivered to TriNet, prior to the mailing of the Proxy Statement to TriNet's shareholders and Starwood's shareholders, the opinion dated the date of the Proxy Statement of Xxxxxx Xxxxxx & Xxxxx, substantially in the form of EXHIBIT M, regarding the historical treatment of certain partnerships, Xxxxx, Xxxxx & Xxxxx, substantially in the form attached hereto as EXHIBIT N, regarding the historical qualification of Starwood as a REIT is declared effective under the Code, and the opinion of Xxxxxx & Xxxxx LLP, substantially in the form attached hereto as EXHIBIT O, regarding the prospective qualification of New Starwood as a REIT under the Code. In issuing its opinion, Xxxxxx & Xxxxx LLP shall be permitted to rely on the opinion of Xxxxx, Xxxxx & Xxxxx and on the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx described in the next sentence. In connection with the preparation of the Proxy Statement and the Registration Statement, TriNet shall use reasonable efforts to cause to be delivered to Starwood, prior to the mailing of the Proxy Statement to TriNet's shareholders and Starwood's shareholders, the opinion dated the date of the Proxy Statement of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx substantially in the form attached hereto as EXHIBIT P regarding the qualification of TriNet as a REIT under the CodeSecurities Act.

Preparation of the Registration Statement. AND THE PROXY STATEMENT; SHAREHOLDERS' MEETINGS; CONSENTS. (a) As soon as reasonably practicable following the date of this Agreement, TriNet (a) Catalytica, Holdings, Worsley and Starwood the Companies shall jointly (i) prepare and file with the SEC (as part of the Registration Statement) the Proxy Statement with Statement/Prospectus relating to the SEC, with appropriate requests for confidential treatment, stockholder Meeting of Catalytica and the issuance of Holdings Common Stock in form the Merger and substance satisfactory to each of Starwood and TriNetthe Contribution, and Starwood (b) Holdings will provide on a supplemental basis to prepare and file with the SEC the Registration Statement, Statement in which the Proxy Statement Statement/Prospectus will be included as a prospectusprospectus in connection with the registration under the Securities Act of the shares of Holdings Common Stock to be issued in connection with the Merger and the Contribution. Each of TriNet Catalytica, Holdings, Worsley and Starwood the Companies shall provide promptly to the other such information concerning its business affairs and financial statements as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement/Prospectus and the Registration Statement pursuant to this Section 6.11, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Proxy Statement/Prospectus and the Registration Statement. Each of Catalytica, Holdings, Worsley and the Companies will respond to any comments from the SEC, will use its commercially all reasonable efforts to cause and enable Starwood to (i) respond to any comments of the staff of the SEC and (ii) have the Registration Statement to be declared effective under the Securities Act and the rules and regulations promulgated thereunder as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger Merger, the Contribution and the Advisor Transactionother transactions contemplated hereby. Each of TriNet Catalytica, Holdings, Worsley and Starwood will use its commercially reasonable efforts to cause the Proxy Statement to be mailed to TriNet's shareholders and Starwood's shareholders, respectively, as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each party Companies will notify the other promptly of upon the receipt of any comments from the SEC and of any request by or its staff in connection with the SEC for filing of, or amendments or supplements to to, the Registration Statement or the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives and the SEC with respect to the Registration Statement or and/or the Proxy Statement. The Registration Statement and the Proxy Statement shall comply in all material respects with all applicable requirements of Law/Prospectus. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Registration Statement Proxy Statement/Prospectus or the Proxy Registration Statement, Starwood Catalytica, Holdings, Worsley or TriNetthe Companies, as the case may be, shall will promptly inform the other of such occurrences occurrence and cooperate in filing with the SEC or its staff, and/or mailing to the shareholders stockholders of Starwood and the shareholders of TriNet Catalytica or to Worsley, such amendment or supplement. Each of Holdings, Catalytica, Worsley and the Companies shall cooperate and provide the other (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement in a form reasonably acceptable to Starwood the Registration Statement and TriNet. (b) TriNet will, as soon as practicable following Prospect/Proxy Statement prior to filing such with the date of this Agreement, duly call, give notice of, convene SEC. Catalytica and hold a meeting of its shareholders (the "TRINET SHAREHOLDERS MEETING") (but in no event shall such meeting be held sooner than 20 business days following the date Holdings will cause the Proxy Statement is Statement/Prospectus to be mailed to its shareholders), for stockholders at the purpose of obtaining earliest practicable time after the TriNet Shareholder Approval. Starwood will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "STARWOOD SHAREHOLDERS MEETING") (but in no event shall such meeting be held sooner than 20 business days following the date the Proxy Registration Statement is mailed declared effective by the SEC. Holdings shall also use all reasonable efforts to its shareholders), for the purpose of obtaining the Starwood Shareholder Approvals and, if necessary, the approval of its shareholders to amend the declaration of trust and bylaws of Starwood in the manner contemplated by Section 1.7. TriNet and Starwood will cooperate in good faith to seek to ensure that the TriNet Shareholder Meeting and the Starwood Shareholder Meeting are held on the same day, as close together in time as is reasonably practicable. Starwood covenants that Starwood will, through its Board of Trustees, recommend to its shareholders approval of the Merger, this Agreement, the Advisor Transaction, the Advisor Transaction Agreement, the Incorporation Merger and the Incorporation Merger Agreement and the transactions contemplated hereby and thereby and further covenants that the Proxy Statement will include such recommendation. TriNet covenants that, subject to Section 7.1, TriNet will, through its Board of Directors, recommend to its shareholders approval of the Merger, this Agreement and the other transactions contemplated hereby and thereby and further covenants that the Proxy Statement will include such recommendation. Starwood shall furnish all information concerning New Starwood and the holders of New Starwood Common Stock as may reasonably be requested in connection with take any action required to be taken by it under any applicable state securities or "blue sky" laws in connection with the issuance of New Starwood Holdings Common Stock and New Starwood Preferred Stock pursuant to in the Merger and the Advisor TransactionContribution, and TriNet Worsley the Companies shall furnish all any information concerning TriNet Worsley and the holders of TriNet Common Stock and TriNet Preferred Stock Companies as may be reasonably requested in connection with any such action. In connection with the preparation of the Proxy Statement and the Registration Statement, Starwood shall use reasonable efforts to cause to be delivered to TriNet, prior to the mailing of the Proxy Statement to TriNet's shareholders and Starwood's shareholders, the opinion dated the date of the Proxy Statement of Xxxxxx Xxxxxx & Xxxxx, substantially in the form of EXHIBIT M, regarding the historical treatment of certain partnerships, Xxxxx, Xxxxx & Xxxxx, substantially in the form attached hereto as EXHIBIT N, regarding the historical qualification of Starwood as a REIT under the Code, and the opinion of Xxxxxx & Xxxxx LLP, substantially in the form attached hereto as EXHIBIT O, regarding the prospective qualification of New Starwood as a REIT under the Code. In issuing its opinion, Xxxxxx & Xxxxx LLP shall be permitted to rely on the opinion of Xxxxx, Xxxxx & Xxxxx and on the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx described in the next sentence. In connection with the preparation of the Proxy Statement and the Registration Statement, TriNet shall use reasonable efforts to cause to be delivered to Starwood, prior to the mailing of the Proxy Statement to TriNet's shareholders and Starwood's shareholders, the opinion dated the date of the Proxy Statement of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx substantially in the form attached hereto as EXHIBIT P regarding the qualification of TriNet as a REIT under the Code.

Preparation of the Registration Statement. AND THE PROXY STATEMENT; SHAREHOLDERS' MEETINGS; CONSENTS. (a) As soon promptly as practicable following after the date execution of this Agreement, TriNet to the extent such filings are required by Law in connection with the transactions contemplated by this Agreement, Merger Partner, Merger Partner Equityholder, the Company and Starwood SpinCo shall jointly (i) prepare and SpinCo shall file the Proxy Statement with the SEC, with appropriate requests for confidential treatment, in form and substance satisfactory to each of Starwood and TriNet, and Starwood will provide on a supplemental basis to the SEC the SpinCo Registration Statement, in which the Proxy Statement will be included as a prospectus. . (b) Each of TriNet Merger Partner, Merger Partner Equityholder, the Company and Starwood SpinCo shall use its commercially reasonable best efforts to cause and enable Starwood to (i) respond to any comments of the staff of the SEC and (ii) have the SpinCo Registration Statement declared effective under the Securities Act and the rules and regulations promulgated thereunder as promptly as practicable after such filing (including by responding to comments of the SEC) and, prior to the effective date of the SpinCo Registration Statement, each of Merger Partner, Merger Partner Equityholder, the Company and SpinCo shall take all action reasonably required (other than qualifying to keep do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process in any such jurisdiction) to be taken under any applicable securities Laws in connection with the Registration Statement effective as long as is necessary to consummate the Merger SpinCo Share Issuance and the Advisor TransactionDistribution. Each of TriNet and Starwood will use its commercially reasonable efforts to cause the Proxy Statement to be mailed to TriNet's shareholders and Starwood's shareholders, respectively, as As promptly as practicable after the SpinCo Registration Statement is declared effective under shall have become effective, the Securities ActCompany shall cause the Distribution Documents to be mailed or made available to the Company’s stockholders pursuant to applicable Law. No filing of, or amendment or supplement to, the SpinCo Registration Statement will be made by the Company or SpinCo without providing Merger Partner with a reasonable opportunity to review and comment thereon (and such comments shall be reasonably considered by the Company in good faith). Each party Party (as applicable) will notify cause the other promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements Distribution Documents to the Registration Statement or the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives and the SEC with respect to the Registration Statement or the Proxy Statement. The Registration Statement and the Proxy Statement shall comply in all material respects with all the applicable requirements of Law. Whenever U.S. federal securities Laws. (c) If, at any event occurs time prior to the Effective Time, any information relating to Merger Partner, Merger Partner Equityholder, the Company or SpinCo, or any of their respective Affiliates, directors or officers, should be discovered by Xxxxxx Partner, Merger Partner Equityholder, the Company or SpinCo which is required to should be set forth in an amendment or supplement to the SpinCo Registration Statement, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC, and, to the extent required by Law, disseminated to the equityholders of Merger Partner or the Company, as applicable. Each Party shall notify the other Party promptly of the time when the SpinCo Registration Statement has become effective and of the issuance of any stop order or suspension of the Proxy Statementqualification of the shares of SpinCo Common Stock issuable in the Distribution for offering or sale in any jurisdiction. In addition, Starwood each Party agrees to promptly provide the other Party and their respective counsel with copies of any written comments or TriNetrequests for amendments or supplements, as the case may be, and shall promptly inform the other Party of any oral comments or requests for amendments or supplements, that such Party or its counsel may receive from time to time from the SEC with respect to the SpinCo Registration Statement promptly after receipt of such occurrences comments, and cooperate shall provide the other Party with copies of any written or oral responses or correspondence between it or its Affiliates and the SEC related thereto. Each Party and their respective counsel shall be given a reasonable opportunity to review in filing advance any such written responses and to participate in any discussions or oral material communications with the SEC and/or mailing to the shareholders of Starwood SEC, and the shareholders of TriNet such amendment or supplement in a form each Party shall reasonably acceptable to Starwood and TriNet. (b) TriNet will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "TRINET SHAREHOLDERS MEETING") (but in no event shall such meeting be held sooner than 20 business days following the date the Proxy Statement is mailed to its shareholders), for the purpose of obtaining the TriNet Shareholder Approval. Starwood will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "STARWOOD SHAREHOLDERS MEETING") (but in no event shall such meeting be held sooner than 20 business days following the date the Proxy Statement is mailed to its shareholders), for the purpose of obtaining the Starwood Shareholder Approvals and, if necessary, the approval of its shareholders to amend the declaration of trust and bylaws of Starwood in the manner contemplated by Section 1.7. TriNet and Starwood will cooperate consider in good faith to seek to ensure that the TriNet Shareholder Meeting and the Starwood Shareholder Meeting are held on the same dayadditions, as close together in time as is reasonably practicable. Starwood covenants that Starwood willdeletions, through its Board of Trustees, recommend to its shareholders approval of the Merger, this Agreement, the Advisor Transaction, the Advisor Transaction Agreement, the Incorporation Merger and the Incorporation Merger Agreement and the transactions contemplated hereby and thereby and further covenants that the Proxy Statement will include such recommendation. TriNet covenants that, subject to Section 7.1, TriNet will, through its Board of Directors, recommend to its shareholders approval of the Merger, this Agreement and comments or changes suggested thereto by the other transactions contemplated hereby Party and thereby and further covenants that the Proxy Statement will include such recommendation. Starwood shall furnish all information concerning New Starwood and the holders of New Starwood Common Stock as may reasonably be requested in connection with any action required to be taken under any applicable state securities or "blue sky" laws in connection with the issuance of New Starwood Common Stock and New Starwood Preferred Stock pursuant to the Merger and the Advisor Transaction, and TriNet shall furnish all information concerning TriNet and the holders of TriNet Common Stock and TriNet Preferred Stock as may be reasonably requested in connection with any such action. In connection with the preparation of the Proxy Statement and the Registration Statement, Starwood shall use reasonable efforts to cause to be delivered to TriNet, prior to the mailing of the Proxy Statement to TriNet's shareholders and Starwood's shareholders, the opinion dated the date of the Proxy Statement of Xxxxxx Xxxxxx & Xxxxx, substantially in the form of EXHIBIT M, regarding the historical treatment of certain partnerships, Xxxxx, Xxxxx & Xxxxx, substantially in the form attached hereto as EXHIBIT N, regarding the historical qualification of Starwood as a REIT under the Code, and the opinion of Xxxxxx & Xxxxx LLP, substantially in the form attached hereto as EXHIBIT O, regarding the prospective qualification of New Starwood as a REIT under the Code. In issuing its opinion, Xxxxxx & Xxxxx LLP shall be permitted to rely on the opinion of Xxxxx, Xxxxx & Xxxxx and on the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx described in the next sentence. In connection with the preparation of the Proxy Statement and the Registration Statement, TriNet shall use reasonable efforts to cause to be delivered to Starwood, prior to the mailing of the Proxy Statement to TriNet's shareholders and Starwood's shareholders, the opinion dated the date of the Proxy Statement of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx substantially in the form attached hereto as EXHIBIT P regarding the qualification of TriNet as a REIT under the Codecounsel.

Preparation of the Registration Statement. AND THE PROXY STATEMENT; SHAREHOLDERS' MEETINGS; CONSENTS. (a) As soon as practicable following the date of this Agreement, TriNet the Company, Parent and Starwood Newco shall jointly (i) prepare and file the Proxy Statement with the SEC, with appropriate requests for confidential treatment, in form and substance satisfactory to each of Starwood and TriNet, and Starwood will provide on a supplemental basis to the SEC the Registration Statement, in which the Proxy Information Statement will shall be included as a prospectusincluded. Each of TriNet the Company, Parent and Starwood Newco shall use its commercially reasonable efforts to cause and enable Starwood to (i) respond to any comments of the staff of the SEC and (ii) have the Registration Statement declared effective under the Securities Act and the rules and regulations promulgated thereunder as promptly as practicable after such filing filing. The Information Statement shall disclose that the Board of Directors of the Company has voted in favor of approval and to keep the Registration Statement effective as long as is necessary to consummate the Merger adoption of this Agreement and the Advisor TransactionMerger, and that the Boards of Directors of Parent and Newco have voted in favor of approval of the issuance of Parent Common Stock in connection with the Merger. Each of TriNet and Starwood will The Company shall use its commercially reasonable efforts to cause the Proxy Information Statement to be mailed to TriNet's shareholders and Starwood's shareholders, respectively, its stockholders as promptly as practicable after the Registration Statement is declared effective becomes effective. (b) The Company, Parent and Newco shall make all necessary filings with respect to the Merger and the transactions contemplated thereby under the Securities ActAct and the Exchange Act and applicable state blue sky laws and the rules and regulations thereunder. Each party Parent shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in connection with the Merger. No filing of, or amendment or supplement to, the Registration Statement will notify be made by Parent without providing the other promptly Company and its counsel the opportunity to review and comment thereon and, with respect to any material pertaining to the Company, without the Company's written consent, which consent shall not be unreasonably withheld. Parent will advise the Company, immediately after it receives notice thereof, of the receipt time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any comments from stop order, the SEC and suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendments or supplements to amendment of the Registration Statement or comments thereon and responses thereto or requests by the Proxy Statement or SEC for additional information. If at any time prior to the Effective Time any information and will supply relating to the other with copies of all correspondence between such party Company, Parent or Newco, or any of its representatives and their respective affiliates, officers or directors, should be discovered by the SEC with respect to the Registration Statement Company, Parent or the Proxy Statement. The Registration Statement and the Proxy Statement shall comply in all material respects with all applicable requirements of Law. Whenever any event occurs Newco which is required to should be set forth in an amendment or supplement to the Registration Statement so that such Registra- tion Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the Proxy Statementstatements therein, Starwood or TriNetin light of the circumstances under which they were made, as not misleading, the case may be, party which discovers such information shall promptly inform notify the other of parties hereto and an appropriate amendment or supplement describing such occurrences and cooperate in filing information shall be promptly filed with the SEC and/or mailing and, to the shareholders of Starwood and extent required by law, disseminated to the shareholders of TriNet such amendment or supplement in a form reasonably acceptable to Starwood and TriNet. (b) TriNet will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "TRINET SHAREHOLDERS MEETING") (but in no event shall such meeting be held sooner than 20 business days following the date the Proxy Statement is mailed to its shareholders), for the purpose of obtaining the TriNet Shareholder Approval. Starwood will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "STARWOOD SHAREHOLDERS MEETING") (but in no event shall such meeting be held sooner than 20 business days following the date the Proxy Statement is mailed to its shareholders), for the purpose of obtaining the Starwood Shareholder Approvals and, if necessary, the approval of its shareholders to amend the declaration of trust and bylaws of Starwood in the manner contemplated by Section 1.7. TriNet and Starwood will cooperate in good faith to seek to ensure that the TriNet Shareholder Meeting and the Starwood Shareholder Meeting are held on the same day, as close together in time as is reasonably practicable. Starwood covenants that Starwood will, through its Board of Trustees, recommend to its shareholders approval stockholders of the Merger, this Agreement, the Advisor Transaction, the Advisor Transaction Agreement, the Incorporation Merger and the Incorporation Merger Agreement and the transactions contemplated hereby and thereby and further covenants that the Proxy Statement will include such recommendation. TriNet covenants that, subject to Section 7.1, TriNet will, through its Board of Directors, recommend to its shareholders approval of the Merger, this Agreement and the other transactions contemplated hereby and thereby and further covenants that the Proxy Statement will include such recommendation. Starwood shall furnish all information concerning New Starwood and the holders of New Starwood Common Stock as may reasonably be requested in connection with any action required to be taken under any applicable state securities or "blue sky" laws in connection with the issuance of New Starwood Common Stock and New Starwood Preferred Stock pursuant to the Merger and the Advisor Transaction, and TriNet shall furnish all information concerning TriNet and the holders of TriNet Common Stock and TriNet Preferred Stock as may be reasonably requested in connection with any such action. In connection with the preparation of the Proxy Statement and the Registration Statement, Starwood shall use reasonable efforts to cause to be delivered to TriNet, prior to the mailing of the Proxy Statement to TriNet's shareholders and Starwood's shareholders, the opinion dated the date of the Proxy Statement of Xxxxxx Xxxxxx & Xxxxx, substantially in the form of EXHIBIT M, regarding the historical treatment of certain partnerships, Xxxxx, Xxxxx & Xxxxx, substantially in the form attached hereto as EXHIBIT N, regarding the historical qualification of Starwood as a REIT under the Code, and the opinion of Xxxxxx & Xxxxx LLP, substantially in the form attached hereto as EXHIBIT O, regarding the prospective qualification of New Starwood as a REIT under the Code. In issuing its opinion, Xxxxxx & Xxxxx LLP shall be permitted to rely on the opinion of Xxxxx, Xxxxx & Xxxxx and on the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx described in the next sentence. In connection with the preparation of the Proxy Statement and the Registration Statement, TriNet shall use reasonable efforts to cause to be delivered to Starwood, prior to the mailing of the Proxy Statement to TriNet's shareholders and Starwood's shareholders, the opinion dated the date of the Proxy Statement of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx substantially in the form attached hereto as EXHIBIT P regarding the qualification of TriNet as a REIT under the CodeCompany.

Preparation of the Registration Statement. AND THE PROXY STATEMENT; SHAREHOLDERS' MEETINGS; CONSENTS. (a) As soon as practicable following 5.3.1 Sub shall file the date Registration Statement with the SEC within five Business Days after the execution of this Agreement, TriNet . Parent and Starwood shall jointly (i) prepare and file the Proxy Statement with the SEC, with appropriate requests for confidential treatment, in form and substance satisfactory to each of Starwood and TriNet, and Starwood will provide on a supplemental basis to the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus. Each of TriNet and Starwood Sub shall use its commercially all reasonable efforts to cause and enable Starwood to (i) respond to any comments of the staff of the SEC and (ii) have the Registration Statement declared effective under by the Securities Act and the rules and regulations promulgated thereunder SEC as promptly as practicable after such filing thereafter and to keep maintain the effectiveness of the Registration Statement effective as long as is necessary through the Effective Time. If, at any time prior to consummate the Merger and the Advisor Transaction. Each Effective Time, Parent or Sub shall obtain knowledge of TriNet and Starwood will use its commercially reasonable efforts to cause the Proxy Statement to be mailed to TriNet's shareholders and Starwood's shareholders, respectively, as promptly as practicable after any information contained in or omitted from the Registration Statement is declared effective under the Securities Act. Each party will notify the other promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives and the SEC with respect to the Registration Statement or the Proxy Statement. The Registration Statement and the Proxy Statement shall comply in all material respects with all applicable requirements of Law. Whenever any event occurs which is required to be set forth in that would require an amendment or supplement to the Registration Statement or the Prospectus/Proxy Statement, Starwood or TriNet, as the case may be, shall promptly inform Party obtaining such knowledge will so advise the other of Party and Xxxxxxx in writing and both Parent and Sub will promptly take such occurrences and cooperate action as shall be required to amend or supplement the Registration Statement and/or the Prospectus/Proxy Statement. Promptly after the Registration Statement is declared effective by the SEC, Parent shall use all reasonable efforts to mail at the earliest practicable date to its Stockholders the Prospectus/Proxy Statement, which shall include all information required under applicable law to be furnished to Parent’s Stockholders in filing connection with the SEC and/or mailing to the shareholders of Starwood and the shareholders of TriNet such amendment or supplement in a form reasonably acceptable to Starwood and TriNet. (b) TriNet will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "TRINET SHAREHOLDERS MEETING") (but in no event shall such meeting be held sooner than 20 business days following the date the Proxy Statement is mailed to its shareholders), for the purpose of obtaining the TriNet Shareholder Approval. Starwood will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "STARWOOD SHAREHOLDERS MEETING") (but in no event shall such meeting be held sooner than 20 business days following the date the Proxy Statement is mailed to its shareholders), for the purpose of obtaining the Starwood Shareholder Approvals and, if necessary, the approval of its shareholders to amend the declaration of trust and bylaws of Starwood in the manner contemplated by Section 1.7. TriNet and Starwood will cooperate in good faith to seek to ensure that the TriNet Shareholder Meeting and the Starwood Shareholder Meeting are held on the same day, as close together in time as is reasonably practicable. Starwood covenants that Starwood will, through its Board of Trustees, recommend to its shareholders approval of the Merger, this Agreement, the Advisor Transaction, the Advisor Transaction Agreement, the Incorporation Merger and the Incorporation Merger Agreement and the transactions contemplated hereby and thereby and further covenants that thereby. Promptly after the Proxy Registration Statement will include such recommendation. TriNet covenants thatis declared effective by the SEC, subject Sub shall use all reasonable efforts to Section 7.1, TriNet will, through its Board of Directors, recommend mail at the earliest practicable date to its shareholders approval of stockholders the MergerProspectus/Proxy Statement, this Agreement and the other transactions contemplated hereby and thereby and further covenants that the Proxy Statement will which shall include such recommendation. Starwood shall furnish all information concerning New Starwood and the holders of New Starwood Common Stock as may reasonably be requested in connection with any action required under applicable law to be taken under any applicable state securities or "blue sky" laws furnished to Sub’s stockholders in connection with the issuance of New Starwood Common Stock and New Starwood Preferred Stock pursuant to the Merger and the Advisor Transaction, and TriNet shall furnish all information concerning TriNet and the holders of TriNet Common Stock and TriNet Preferred Stock as may be reasonably requested in connection with any such action. In connection with the preparation transactions contemplated thereby. 5.3.2 None of the financial or other information to be supplied by Parent, Sub or their respective representatives for inclusion in the Registration Statement or the Prospectus/Proxy Statement Statement, including all amendments and supplements thereto, shall, in the case of the Registration Statement, Starwood shall use reasonable efforts at (i) the time the Registration Statement becomes effective, (ii) the Closing and (iii) the Effective Time, and, in the case of the Prospectus/Proxy Statement, (iv) on the date or dates the Prospectus/Proxy Statement is first mailed to cause Parent’s Stockholders, (v) at the date or dates of the Parent Meeting, (vi) at the Closing, and (vii) at the Effective Time, contain any untrue statement of a material fact or omit to state a material fact required to be delivered stated therein or necessary in order to TriNet, prior to make the mailing of the Proxy Statement to TriNet's shareholders and Starwood's shareholders, the opinion dated the date of the Proxy Statement of Xxxxxx Xxxxxx & Xxxxx, substantially in the form of EXHIBIT M, regarding the historical treatment of certain partnerships, Xxxxx, Xxxxx & Xxxxx, substantially in the form attached hereto as EXHIBIT N, regarding the historical qualification of Starwood as a REIT under the Code, and the opinion of Xxxxxx & Xxxxx LLP, substantially in the form attached hereto as EXHIBIT O, regarding the prospective qualification of New Starwood as a REIT under the Code. In issuing its opinion, Xxxxxx & Xxxxx LLP shall be permitted to rely on the opinion of Xxxxx, Xxxxx & Xxxxx and on the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx described in the next sentence. In connection with the preparation of the Proxy Statement and the Registration Statement, TriNet shall use reasonable efforts to cause to be delivered to Starwood, prior to the mailing of the Proxy Statement to TriNet's shareholders and Starwood's shareholders, the opinion dated the date of the Proxy Statement of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx substantially in the form attached hereto as EXHIBIT P regarding the qualification of TriNet as a REIT under the Codestatements therein not misleading.

Preparation of the Registration Statement. AND THE PROXY STATEMENT; SHAREHOLDERS' MEETINGS; CONSENTS. (a) As soon as practicable Promptly following the date of this Agreement, TriNet and Starwood Acquiror shall jointly (i) prepare and file the Proxy Statement with the SEC, with appropriate requests for confidential treatment, in form and substance satisfactory to each of Starwood and TriNet, and Starwood will provide on a supplemental basis to the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus. Each of TriNet the Company and Starwood Acquiror shall use its commercially reasonable best efforts to cause and enable Starwood to (i) respond to any comments of the staff of the SEC and (ii) have the Registration Statement declared effective under the Securities Act and the rules and regulations promulgated thereunder as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Advisor Transactionfiling. Each of TriNet and Starwood will The Company shall use its commercially reasonable best efforts to cause the Proxy Statement Prospectus to be mailed to TriNet's shareholders and Starwood's shareholders, respectively, the Stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each party will notify the Acquiror shall also take any action (other promptly than qualifying to do business in any jurisdiction in which it is not now so qualified or consenting to service of process in any jurisdiction in which it has not previously so consented in any action other than one arising out of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives and the SEC with respect to the Registration Statement or the Proxy Statement. The Registration Statement and the Proxy Statement 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 Registration Statement or the Proxy Statement, Starwood or TriNet, as the case may be, shall promptly inform the other of such occurrences and cooperate in filing with the SEC and/or mailing to the shareholders of Starwood and the shareholders of TriNet such amendment or supplement in a form reasonably acceptable to Starwood and TriNet. (b) TriNet will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "TRINET SHAREHOLDERS MEETING") (but in no event shall such meeting be held sooner than 20 business days following the date the Proxy Statement is mailed to its shareholders), for the purpose of obtaining the TriNet Shareholder Approval. Starwood will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "STARWOOD SHAREHOLDERS MEETING") (but in no event shall such meeting be held sooner than 20 business days following the date the Proxy Statement is mailed to its shareholders), for the purpose of obtaining the Starwood Shareholder Approvals and, if necessary, the approval of its shareholders to amend the declaration of trust and bylaws of Starwood in the manner contemplated by Section 1.7. TriNet and Starwood will cooperate in good faith to seek to ensure that the TriNet Shareholder Meeting and the Starwood Shareholder Meeting are held on the same day, as close together in time as is reasonably practicable. Starwood covenants that Starwood will, through its Board of Trustees, recommend to its shareholders approval offering of the Merger, this Agreement, the Advisor Transaction, the Advisor Transaction Agreement, the Incorporation Merger and the Incorporation Merger Agreement and the transactions contemplated hereby and thereby and further covenants that the Proxy Statement will include Acquiror Stock in such recommendation. TriNet covenants that, subject to Section 7.1, TriNet will, through its Board of Directors, recommend to its shareholders approval of the Merger, this Agreement and the other transactions contemplated hereby and thereby and further covenants that the Proxy Statement will include such recommendation. Starwood shall furnish all information concerning New Starwood and the holders of New Starwood Common Stock as may reasonably be requested in connection with any action jurisdiction) required to be taken to qualify the Acquiror Stock to be issued in the Merger under any applicable state securities or "blue sky" laws in connection with the issuance of New Starwood Common Stock and New Starwood Preferred Stock pursuant prior to the Merger Effective Time, and the Advisor Transaction, and TriNet Company shall furnish all information concerning TriNet the Company and the holders of TriNet Common Stock and TriNet Preferred the Company Stock as may be reasonably requested in connection with any such action. (b) The Company and Acquiror shall cooperate with each other and provide to each other all information necessary in order to prepare the Registration Statement. In connection with Acquiror shall notify the preparation Company promptly of the Proxy receipt of any comments from the SEC or its staff and of any requests by the SEC or its staff for amendments or supplements to the Registration Statement or for additional information and shall supply the Company with copies of all correspondence between Acquiror or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect thereto. The Company and Acquiror shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Registration Statement as promptly as practicable. If at any time prior to the Effective Time there shall occur any event with respect to the Company or Acquiror or any of its Subsidiaries, as the case may be, or with respect to other information supplied by the Company or Acquiror, as the case may be, for inclusion in the Registration Statement, Starwood shall use reasonable efforts to cause in either case which event is required to be delivered to TriNetdescribed in an amendment of, prior to the mailing of the Proxy Statement to TriNet's shareholders and Starwood's shareholdersor a supplement to, the opinion dated the date of the Proxy Statement of Xxxxxx Xxxxxx & Xxxxx, substantially in the form of EXHIBIT M, regarding the historical treatment of certain partnerships, Xxxxx, Xxxxx & Xxxxx, substantially in the form attached hereto as EXHIBIT N, regarding the historical qualification of Starwood as a REIT under the Code, and the opinion of Xxxxxx & Xxxxx LLP, substantially in the form attached hereto as EXHIBIT O, regarding the prospective qualification of New Starwood as a REIT under the Code. In issuing its opinion, Xxxxxx & Xxxxx LLP shall be permitted to rely on the opinion of Xxxxx, Xxxxx & Xxxxx and on the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx described in the next sentence. In connection with the preparation of the Proxy Statement and Prospectus or the Registration Statement, TriNet such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the Stockholders. Acquiror shall notify the Company promptly upon (i) the declaration by the SEC of the effectiveness of the Registration Statement, (ii) the issuance or threatened issuance of any stop order or other order preventing or suspending the use of any prospectus relating to the Registration Statement, (iii) any suspension or threatened suspension of the use of any prospectus relating to the Registration Statement in any state, (iv) any proceedings commenced or threatened to be commenced by the SEC or any state securities commission that might result in the issuance of a stop order or other order or suspension of use or (v) any request by the SEC to supplement or amend the Prospectus after the effectiveness thereof. Acquiror and, to the extent applicable, the Company, shall use their reasonable best efforts to cause prevent or promptly remove any stop order or other order preventing or suspending the use of any prospectus relating to the Registration Statement and to comply with any such request by the SEC or any state securities commission to amend or supplement the Registration Statement or the Prospectus. (c) None of the information supplied or to be delivered supplied by the Company or any Stockholder for inclusion in (i) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to Starwoodstate any material fact required to be stated therein or necessary to make the statements therein not misleading, prior or (ii) the Prospectus or any other proxy statement or information furnished to Stockholders in connection with the Special Meeting will, at the date it is first mailed to the mailing Stockholders or at the time of the Proxy Statement Special Meeting, contain any untrue statement of a material fact or omit to TriNet's shareholders and Starwood's shareholdersstate any material fact required to be stated therein or necessary in order to make the statements therein, the opinion dated the date in light of the Proxy circumstances under which they are made, not misleading. The Prospectus and the Registration Statement will comply as to form in all material respects with the requirements of Xxxxthe Securities Act. Notwithstanding the foregoing, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx substantially no representation is made by the Company with respect to statements made or incorporated by reference in the form attached hereto as EXHIBIT P regarding Registration Statement other than with respect to information which is supplied by the qualification of TriNet as a REIT under Company or any Stockholder specifically for inclusion or incorporation by reference in the CodeRegistration Statement.

Preparation of the Registration Statement. AND THE PROXY STATEMENT; SHAREHOLDERS' MEETINGS; CONSENTS. Each of the Parties agrees to cooperate in the preparation of the registration statement on Form S-4 to be filed with the SEC by Parent with respect to the issuance of Parent Common Units in connection with the Merger (a) As soon as amended or supplemented from time to time, the “Registration Statement”), including a joint proxy statement/information statement of the Partnership and Parent, other proxy solicitation materials of the Partnership, and prospectus of Parent constituting a part thereof (the “Proxy/Information Statement”), and all related documents. Provided each of the other Parties has cooperated in the preparation of the Registration Statement as provided in this Section 5.3(a), Parent shall use its reasonable best efforts to file the Registration Statement with the SEC as promptly as reasonably practicable following the date of this Agreement, TriNet and Starwood shall jointly (i) prepare and file the Proxy Statement with the SEC, with appropriate requests for confidential treatment, in form and substance satisfactory to each of Starwood and TriNet, and Starwood will provide on a supplemental basis to the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectusExecution Date. Each of TriNet Parent and Starwood the Partnership shall use its commercially reasonable best efforts to cause and enable Starwood to (i) respond to any comments of the staff of the SEC and (ii) have the Registration Statement to be declared effective under the Securities Act and the rules and regulations promulgated thereunder as promptly as reasonably practicable after such the filing thereof, and to keep maintain the Registration Statement effective as long as is in effect until the earlier of the consummation of the Transactions or the termination of this Agreement in accordance with Article VII. Each of the Parties also agrees to use its reasonable best efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to consummate the Merger and the Advisor TransactionTransactions; provided, however, that no such filings shall be required in any jurisdiction where, as a result thereof, Parent would become subject to general service of process or to taxation or qualification to do business as a foreign corporation doing business in such jurisdiction solely as a result of such filing. Each of TriNet and Starwood will use its commercially reasonable efforts the Parties agrees to cause the Proxy Statement furnish to be mailed to TriNet's shareholders and Starwood's shareholders, respectively, as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each party will notify the other promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives and the SEC with respect to the Registration Statement or the Proxy Statement. The Registration Statement and the Proxy Statement 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 Registration Statement or the Proxy Statement, Starwood or TriNet, as the case may be, shall promptly inform the other of such occurrences and cooperate in filing with the SEC and/or mailing to the shareholders of Starwood and the shareholders of TriNet such amendment or supplement in a form reasonably acceptable to Starwood and TriNet. (b) TriNet will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "TRINET SHAREHOLDERS MEETING") (but in no event shall such meeting be held sooner than 20 business days following the date the Proxy Statement is mailed to its shareholders), for the purpose of obtaining the TriNet Shareholder Approval. Starwood will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "STARWOOD SHAREHOLDERS MEETING") (but in no event shall such meeting be held sooner than 20 business days following the date the Proxy Statement is mailed to its shareholders), for the purpose of obtaining the Starwood Shareholder Approvals and, if necessary, the approval of its shareholders to amend the declaration of trust and bylaws of Starwood in the manner contemplated by Section 1.7. TriNet and Starwood will cooperate in good faith to seek to ensure that the TriNet Shareholder Meeting and the Starwood Shareholder Meeting are held on the same day, as close together in time as is reasonably practicable. Starwood covenants that Starwood will, through its Board of Trustees, recommend to its shareholders approval of the Merger, this Agreement, the Advisor Transaction, the Advisor Transaction Agreement, the Incorporation Merger and the Incorporation Merger Agreement and the transactions contemplated hereby and thereby and further covenants that the Proxy Statement will include such recommendation. TriNet covenants that, subject to Section 7.1, TriNet will, through its Board of Directors, recommend to its shareholders approval of the Merger, this Agreement and the other transactions contemplated hereby and thereby and further covenants that the Proxy Statement will include such recommendation. Starwood shall furnish Parties all information concerning New Starwood and the holders of New Starwood Common Stock Partnership Group Entities or the Parent Group Entities, as may reasonably be requested in connection with any action required to be taken under any applicable state securities or "blue sky" laws in connection with the issuance of New Starwood Common Stock and New Starwood Preferred Stock pursuant to the Merger and the Advisor Transactionapplicable, and TriNet shall furnish all information concerning TriNet and the holders of TriNet Common Stock and TriNet Preferred Stock to take such other action as may be reasonably requested in connection with any such actionthe foregoing. In connection with the preparation of the Proxy Statement and No filing of, or amendment or supplement to, the Registration StatementStatement or the joint Proxy/Information Statement will be made by Parent or the Partnership, Starwood shall use in each case, without providing the other Parties a reasonable efforts opportunity to cause to be delivered to TriNet, prior to the mailing of the Proxy Statement to TriNet's shareholders review and Starwood's shareholders, the opinion dated the date of the Proxy Statement of Xxxxxx Xxxxxx & Xxxxx, substantially in the form of EXHIBIT M, regarding the historical treatment of certain partnerships, Xxxxx, Xxxxx & Xxxxx, substantially in the form attached hereto as EXHIBIT N, regarding the historical qualification of Starwood as a REIT under the Code, and the opinion of Xxxxxx & Xxxxx LLP, substantially in the form attached hereto as EXHIBIT O, regarding the prospective qualification of New Starwood as a REIT under the Code. In issuing its opinion, Xxxxxx & Xxxxx LLP shall be permitted to rely on the opinion of Xxxxx, Xxxxx & Xxxxx and on the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx described in the next sentence. In connection with the preparation of the Proxy Statement and the Registration Statement, TriNet shall use reasonable efforts to cause to be delivered to Starwood, prior to the mailing of the Proxy Statement to TriNet's shareholders and Starwood's shareholders, the opinion dated the date of the Proxy Statement of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx substantially in the form attached hereto as EXHIBIT P regarding the qualification of TriNet as a REIT under the Codecomment thereon.

Preparation of the Registration Statement. AND THE PROXY STATEMENT; SHAREHOLDERS' MEETINGS; CONSENTS. (a) As soon as practicable Promptly following the date of this Agreement, TriNet and Starwood Acquiror shall jointly (i) prepare and file the Proxy Statement with the SEC, with appropriate requests for confidential treatment, in form and substance satisfactory to each of Starwood and TriNet, and Starwood will provide on a supplemental basis to the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus. Each of TriNet the Arcus Parties and Starwood Acquiror shall use its commercially reasonable best efforts to cause and enable Starwood to (i) respond to any comments of the staff of the SEC and (ii) have the Registration Statement declared effective under the Securities Act and the rules and regulations promulgated thereunder as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Advisor Transaction. Each of TriNet and Starwood will use its commercially reasonable efforts to cause the Proxy Statement Prospectus to be mailed to TriNet's shareholders and Starwood's shareholdersthe stockholders of the Arcus Parties and, respectivelyif required by Applicable Law or Schedule D of the NASD By-Laws, to the stockholders of Acquiror as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each party will notify the Acquiror shall also take any action (other promptly than qualifying to do business in any jurisdiction in which it is not now so qualified or consenting to service of process in any jurisdiction in which it has not previously so consented in any action other than one arising out of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives and the SEC with respect to the Registration Statement or the Proxy Statement. The Registration Statement and the Proxy Statement 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 Registration Statement or the Proxy Statement, Starwood or TriNet, as the case may be, shall promptly inform the other of such occurrences and cooperate in filing with the SEC and/or mailing to the shareholders of Starwood and the shareholders of TriNet such amendment or supplement in a form reasonably acceptable to Starwood and TriNet. (b) TriNet will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "TRINET SHAREHOLDERS MEETING") (but in no event shall such meeting be held sooner than 20 business days following the date the Proxy Statement is mailed to its shareholders), for the purpose of obtaining the TriNet Shareholder Approval. Starwood will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "STARWOOD SHAREHOLDERS MEETING") (but in no event shall such meeting be held sooner than 20 business days following the date the Proxy Statement is mailed to its shareholders), for the purpose of obtaining the Starwood Shareholder Approvals and, if necessary, the approval of its shareholders to amend the declaration of trust and bylaws of Starwood in the manner contemplated by Section 1.7. TriNet and Starwood will cooperate in good faith to seek to ensure that the TriNet Shareholder Meeting and the Starwood Shareholder Meeting are held on the same day, as close together in time as is reasonably practicable. Starwood covenants that Starwood will, through its Board of Trustees, recommend to its shareholders approval offering of the Merger, this Agreement, the Advisor Transaction, the Advisor Transaction Agreement, the Incorporation Merger and the Incorporation Merger Agreement and the transactions contemplated hereby and thereby and further covenants that the Proxy Statement will include Acquiror Stock in such recommendation. TriNet covenants that, subject to Section 7.1, TriNet will, through its Board of Directors, recommend to its shareholders approval of the Merger, this Agreement and the other transactions contemplated hereby and thereby and further covenants that the Proxy Statement will include such recommendation. Starwood shall furnish all information concerning New Starwood and the holders of New Starwood Common Stock as may reasonably be requested in connection with any action jurisdiction) required to be taken to qualify the Acquiror Stock to be issued in the Merger under any applicable state securities or "blue sky" laws in connection with the issuance of New Starwood Common Stock and New Starwood Preferred Stock pursuant prior to the Merger Effective Time, and the Advisor Transaction, and TriNet Arcus Parties shall furnish all information concerning TriNet the Arcus Entities and the holders of TriNet Common Stock the capital stock, Option Securities and TriNet Preferred Stock Convertible Securities of the Arcus Parties as may be reasonably requested in connection with any such action. (b) The Arcus Parties and Acquiror shall cooperate with each other and provide to each other all information necessary in order to prepare the Registration Statement. In connection with Acquiror shall notify the preparation Arcus Parties promptly of the Proxy receipt of any comments from the SEC or its staff and of any requests by the SEC or its staff for amendments or supplements to the Registration Statement or for additional information and shall supply the Arcus Parties with copies of all correspondence between Acquiror or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect thereto. The Arcus Parties and Acquiror shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Registration Statement as promptly as practicable. If at any time prior to the Effective Time there shall occur any event with respect to the Arcus Entities or Acquiror or any of its Subsidiaries, as the case may be, or with respect to other information supplied by the Arcus Parties or Acquiror, as the case may be, for inclusion in the Registration Statement, Starwood shall use reasonable efforts to cause in either case which event is required to be delivered to TriNetdescribed in an amendment of, prior to the mailing of the Proxy Statement to TriNet's shareholders and Starwood's shareholdersor a supplement to, the opinion dated the date of the Proxy Statement of Xxxxxx Xxxxxx & Xxxxx, substantially in the form of EXHIBIT M, regarding the historical treatment of certain partnerships, Xxxxx, Xxxxx & Xxxxx, substantially in the form attached hereto as EXHIBIT N, regarding the historical qualification of Starwood as a REIT under the Code, and the opinion of Xxxxxx & Xxxxx LLP, substantially in the form attached hereto as EXHIBIT O, regarding the prospective qualification of New Starwood as a REIT under the Code. In issuing its opinion, Xxxxxx & Xxxxx LLP shall be permitted to rely on the opinion of Xxxxx, Xxxxx & Xxxxx and on the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx described in the next sentence. In connection with the preparation of the Proxy Statement and Prospectus or the Registration Statement, TriNet such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the Stockholders. Acquiror shall notify the Arcus Parties promptly upon (i) the declaration by the SEC of the effectiveness of the Registration Statement, (ii) the issuance or threatened issuance of any stop order or other order preventing or suspending the use of any prospectus relating to the Registration Statement, (iii) any suspension or threatened suspension of the use of any prospectus relating to the Registration Statement in any state, (iv) any proceedings commenced or threatened to be commenced by the SEC or any state securities commission that might result in the issuance of a stop order or other order or suspension of use or (v) any request by the SEC to supplement or amend the Prospectus after the effectiveness thereof. Acquiror and, to the extent applicable, the Arcus Parties, shall use their reasonable best efforts to cause prevent or promptly remove any stop order or other order preventing or suspending the use of any prospectus relating to the Registration Statement and to comply with any such request by the SEC or any state securities commission to amend or supplement the Registration Statement or the Prospectus. (c) None of the information supplied or to be delivered supplied by Acquiror, the Arcus Parties or any stockholder of any of the Arcus Parties for inclusion in (i) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to Starwoodstate any material fact required to be stated therein or necessary to make the statements therein not misleading, prior or (ii) the Prospectus or any other proxy statement or information furnished to the mailing stockholders of any of the Proxy Statement to TriNet's shareholders and Starwood's shareholdersArcus Parties in connection with the Arcus Special Meetings will, the opinion dated at the date it is first mailed to such stockholders, at the time of the Proxy Arcus Special Meetings or at the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Prospectus and the Registration Statement will comply as to form in all material respects with the requirements of Xxxxthe Securities Act. Notwithstanding the foregoing, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx substantially no representation is made by the Arcus Parties with respect to statements made or incorporated by reference in the form attached hereto as EXHIBIT P regarding Registration Statement other than with respect to information which is supplied by the qualification Arcus Parties or any stockholder of TriNet as a REIT under any of the CodeArcus Parties specifically for inclusion or incorporation by reference in the Registration Statement.

Preparation of the Registration Statement. AND THE PROXY STATEMENT; SHAREHOLDERS' MEETINGS; CONSENTSTHE COMPANY SHAREHOLDERS MEETING. (a) As The Company and Acquiror shall use their reasonable best efforts to prepare and file with the SEC a preliminary Proxy Statement, in form and substance satisfactory to each of Acquiror and the Company and such registration statements under the Securities Act and Exchange Act as may be required (collectively, the "Registration Statement") as soon as practicable following the date of this Agreement, TriNet and Starwood shall jointly (i) prepare and file the Proxy Statement with the SEC, with appropriate requests for confidential treatment, in form and substance satisfactory to each of Starwood and TriNet, and Starwood will provide on a supplemental basis to the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus. Each of TriNet the Company and Starwood Acquiror shall promptly use its commercially reasonable best efforts to cause and enable Starwood to (i) respond to any comments of the staff of the SEC and (ii) have the Registration Statement declared effective under the Securities Act and Exchange Act and the rules and regulations promulgated thereunder under such acts as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Advisor TransactionMerger. Each of TriNet and Starwood The Company will use its commercially reasonable best efforts to cause the Proxy Statement to be mailed to TriNetthe Company's shareholders and Starwood's shareholders, respectively, as promptly as practicable after the Registration Statement is declared effective under the Securities Act. The Company agrees to date its Proxy Statement as of the approximate date of mailing to the Company shareholders. Each party will notify the other promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives and the SEC SEC, with respect to the Registration Statement or the Proxy Statement. The Registration Statement and the Proxy Statement shall comply in all material respects with all applicable requirements of Lawlaw. Whenever any event occurs which is required with respect to the Registration Statement or to be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, Starwood Acquiror or TriNetthe Company, as the case may be, shall promptly inform the other of such occurrences and cooperate in filing with the SEC and/or mailing to the shareholders of Starwood and the shareholders of TriNet Company such amendment or supplement in a form reasonably acceptable to Starwood and TriNet. (b) TriNet will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "TRINET SHAREHOLDERS MEETING") (but in no event shall such meeting be held sooner than 20 business days following the date the Proxy Statement is mailed to its shareholders), for the purpose of obtaining the TriNet Shareholder ApprovalStatement. Starwood will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "STARWOOD SHAREHOLDERS MEETING") (but in no event Acquiror also shall such meeting be held sooner than 20 business days following the date the Proxy Statement is mailed to its shareholders), for the purpose of obtaining the Starwood Shareholder Approvals andtake any action, if necessaryany, the approval of its shareholders to amend the declaration of trust and bylaws of Starwood in the manner contemplated by Section 1.7. TriNet and Starwood will cooperate in good faith to seek to ensure that the TriNet Shareholder Meeting and the Starwood Shareholder Meeting are held on the same day, as close together in time as is reasonably practicable. Starwood covenants that Starwood will, through its Board of Trustees, recommend to its shareholders approval of the Merger, this Agreement, the Advisor Transaction, the Advisor Transaction Agreement, the Incorporation Merger and the Incorporation Merger Agreement and the transactions contemplated hereby and thereby and further covenants that the Proxy Statement will include such recommendation. TriNet covenants that, subject to Section 7.1, TriNet will, through its Board of Directors, recommend to its shareholders approval of the Merger, this Agreement and the other transactions contemplated hereby and thereby and further covenants that the Proxy Statement will include such recommendation. Starwood shall furnish all information concerning New Starwood and the holders of New Starwood Common Stock as may reasonably be requested in connection with any action required to be taken under any applicable state securities or "blue sky" laws in connection with the issuance of New Starwood Common Stock and New Starwood Preferred Stock shares of beneficial interest of Acquiror pursuant to the Merger Merger, and the Advisor Transaction, and TriNet Company shall furnish all information concerning TriNet the Company and the holders of TriNet Common Stock Company Shares and TriNet Preferred Stock rights to acquire Company Shares as may be reasonably requested in connection with any such action. In connection with . (b) The Company will, as soon as practicable following the preparation date of this Agreement (but in no event sooner than 20 business days following the date the Proxy Statement is mailed to the shareholders of the Company), convene and hold a meeting of its shareholders (the "Company Shareholders Meeting" for the purpose of obtaining Company Shareholder Approvals. The Company will, through its Board of Trustees, recommend to its shareholders approval of this Agreement, the Merger and the Registration Statement, Starwood shall transactions contemplated by this Agreement and the Company will use its reasonable best efforts to cause to be delivered to TriNetobtain such approval; provided, that prior to the mailing Company Shareholders Meeting, such recommendation may be withdrawn, modified or amended to the extent that, as a result of the Proxy Statement to TriNet's shareholders and Starwood's shareholderscommencement or receipt of a proposal constituting a Superior Acquisition Proposal, the opinion dated Board of Trustees of the Company determines in good faith that such withdrawal, modification or amendment is appropriate. (c) If on the date for the Company Shareholders Meeting established pursuant to Section 5.1(c) of this Agreement, the Company has not received a sufficient number of proxies to approve the Merger (but less than one-third of the outstanding Company Common Shares have voted against the Merger), then the Company shall adjourn its shareholders meetings until the first to occur of (i) the date ten (10) days after the originally scheduled date of the Proxy Statement of Xxxxxx Xxxxxx & Xxxxx, substantially in the form of EXHIBIT M, regarding the historical treatment of certain partnerships, Xxxxx, Xxxxx & Xxxxx, substantially in the form attached hereto as EXHIBIT N, regarding the historical qualification of Starwood as a REIT under the Code, and the opinion of Xxxxxx & Xxxxx LLP, substantially in the form attached hereto as EXHIBIT O, regarding the prospective qualification of New Starwood as a REIT under the Code. In issuing its opinion, Xxxxxx & Xxxxx LLP shall be permitted to rely on the opinion of Xxxxx, Xxxxx & Xxxxx and on the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx described in the next sentence. In connection with the preparation of the Proxy Statement and the Registration Statement, TriNet shall use reasonable efforts to cause to be delivered to Starwood, prior to the mailing of the Proxy Statement to TriNet's shareholders and Starwood's shareholders, the opinion dated meetings or (ii) the date on which the requisite number of proxies approving the Proxy Statement Merger has been obtained or proxies have been received representing at least two-thirds of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx substantially in its outstanding Company Common Shares which voted against the form attached hereto as EXHIBIT P regarding the qualification of TriNet as a REIT under the CodeMerger.

Preparation of the Registration Statement. AND THE PROXY STATEMENT; SHAREHOLDERS' MEETINGS; CONSENTS.and the Proxy Statement (a) As soon as practicable following the date of this Agreement, TriNet and Starwood shall jointly : (i) Parent shall prepare and file cause to be filed with the SEC, the Registration Statement, which shall include the Proxy Statement and the Prospectus; and (ii) the Company shall prepare the Proxy Statement. Each of Sibelco, Parent and the Company shall: (A) cooperate and provide the other party and its counsel and accountants with a reasonable opportunity to review and comment on the Registration Statement or the Proxy Statement, prior to filing of the Registration Statement with the SEC; (B) use its reasonable best efforts to cause its accountants and other experts to provide such consents as are reasonably requested or necessary in connection with filing the Registration Statement; and (C) cause the Registration Statement and the Proxy Statement, with appropriate requests for confidential treatmentas applicable, in to comply as to form and substance satisfactory to each in all material respects with the requirements of Starwood and TriNet, and Starwood will provide on a supplemental basis to the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus. Applicable Laws. (b) Each of TriNet Sibelco, Parent and Starwood the Company shall use its commercially reasonable best efforts to cause and enable Starwood to (i) respond to any comments of the staff of the SEC and (ii) have the Registration Statement declared effective under the Securities Act and the rules and regulations promulgated thereunder as promptly as practicable after such filing and to keep (the date of effectiveness being the Registration Statement effective as long as is necessary to consummate the Merger Effective Date). Parent and the Advisor Transaction. Each of TriNet and Starwood will use its commercially reasonable efforts to cause the Proxy Statement to be mailed to TriNet's shareholders and Starwood's shareholders, respectivelyCompany shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments, responses or requests, and advise the other party of any oral comments, responses or requests, with respect to the Registration Statement is declared effective under received from the Securities ActSEC. Each party will notify Parent and the Company shall cooperate and provide the other party and its counsel with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement or the Registration Statement shall be made without the approval of both Parent and the Company, which approval shall not be unreasonably withheld, conditioned or delayed; provided that this right of approval shall not apply with respect to documents filed by the Company that are incorporated by reference in the Registration Statement, and provided, further, that this approval right shall not apply with respect to information relating to a Company Recommendation Change. (c) Each of Parent and the Company shall advise the other, promptly after it receives notice thereof, of the receipt time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any comments from the SEC and of stop order, or any request by the SEC for amendments or supplements to amendment of the Registration Statement or comments thereon and responses thereto or requests by the Proxy Statement or SEC for additional information. If at any time prior to the Effective Time any information and will supply relating to the other with copies of all correspondence between such party Company, Sibelco, Parent, or any of its representatives and their respective Affiliates, officers or directors, should be discovered by the SEC with respect to the Registration Statement Company, Sibelco or the Proxy Statement. The Registration Statement and the Proxy Statement shall comply in all material respects with all applicable requirements of Law. Whenever any event occurs which is required to Parent that should be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, Starwood so that any part of such document would not include any misstatement of a material fact or TriNetomit to state any material fact necessary to make the statements therein, as in light of the case may becircumstances under which they were made, not misleading, the party which discovers such information shall promptly inform notify the other of parties and an appropriate amendment or supplement describing such occurrences and cooperate in filing information shall be promptly filed with the SEC and/or mailing and, to the shareholders extent required by Applicable Law, disseminated to the stockholders of Starwood and the shareholders of TriNet such amendment or supplement in a form reasonably acceptable to Starwood and TriNetCompany. (bd) TriNet will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "TRINET SHAREHOLDERS MEETING") (but in no event shall such meeting be held sooner than 20 business days following the date the Proxy Statement is mailed to its shareholders), for the purpose of obtaining the TriNet Shareholder Approval. Starwood will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "STARWOOD SHAREHOLDERS MEETING") (but in no event shall such meeting be held sooner than 20 business days following the date the Proxy Statement is mailed to its shareholders), for the purpose of obtaining the Starwood Shareholder Approvals and, if necessary, the approval of its shareholders to amend the declaration of trust and bylaws of Starwood in the manner contemplated by Section 1.7. TriNet and Starwood will cooperate in good faith to seek to ensure that the TriNet Shareholder Meeting and the Starwood Shareholder Meeting are held on the same day, as close together in time as is reasonably practicable. Starwood covenants that Starwood will, through its Board of Trustees, recommend to its shareholders approval of the Merger, this Agreement, the Advisor Transaction, the Advisor Transaction Agreement, the Incorporation Merger and the Incorporation Merger Agreement and the transactions contemplated hereby and thereby and further covenants that the Proxy Statement will include such recommendation. TriNet covenants that, subject to Section 7.1, TriNet will, through its Board of Directors, recommend to its shareholders approval of the Merger, this Agreement and the other transactions contemplated hereby and thereby and further covenants that the Proxy Statement will include such recommendation. Starwood shall furnish all information concerning New Starwood and the holders of New Starwood Common Stock as may reasonably be requested in connection with any action required to be taken under any applicable state securities or "blue sky" laws in connection with the issuance of New Starwood Common Stock and New Starwood Preferred Stock pursuant to the Merger and the Advisor Transaction, and TriNet shall furnish all information concerning TriNet and the holders of TriNet Common Stock and TriNet Preferred Stock as may be reasonably requested in connection with any such action. In connection with the preparation of the Proxy Statement and the Registration Statement, Starwood The Company shall use reasonable best efforts to cause to be delivered to TriNet, prior to the mailing of the Proxy Statement to TriNet's shareholders and Starwood's shareholders, be mailed to the opinion dated the date of the Proxy Statement of Xxxxxx Xxxxxx & Xxxxx, substantially in the form of EXHIBIT M, regarding the historical treatment of certain partnerships, Xxxxx, Xxxxx & Xxxxx, substantially in the form attached hereto Company’s stockholders as EXHIBIT N, regarding the historical qualification of Starwood promptly as a REIT under the Code, and the opinion of Xxxxxx & Xxxxx LLP, substantially in the form attached hereto as EXHIBIT O, regarding the prospective qualification of New Starwood as a REIT under the Code. In issuing its opinion, Xxxxxx & Xxxxx LLP shall be permitted to rely on the opinion of Xxxxx, Xxxxx & Xxxxx and on the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx described in the next sentence. In connection with the preparation of the Proxy Statement and practicable after the Registration Statement, TriNet shall use reasonable efforts to cause to be delivered to Starwood, prior to the mailing of the Proxy Statement to TriNet's shareholders and Starwood's shareholders, the opinion dated the date of the Proxy Statement of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx substantially in the form attached hereto as EXHIBIT P regarding the qualification of TriNet as a REIT under the CodeEffective Date.