Common use of Cooperation Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Cooperation. If requested by LenderSeller shall assume and control the defense of a Third Party Claim pursuant to its obligations under clause (iv) of Section 9.1 and Buyer shall cause the Group Companies to reasonably cooperate with Seller in the defense or prosecution thereof. Such cooperation shall include, Borrower at Seller’s reasonable request, the provision to Seller at Seller’s expense of records and information in the possession, custody or control of the Group Companies that are relevant to such Third Party Claim, and making employees of the Group Companies available on a mutually convenient basis to provide additional information and explanation of any records and material provided hereunder. From and after the Closing Date, Seller shall keep Buyer and the Group Companies reasonably informed on the status of all such Third Party Claims and Seller shall, assist Lender at Buyer’s reasonable request and expense, make available to Buyer and/or the Group Companies for review and copying all relevant information in satisfying Seller’s possession, custody or control respecting any such Third Party Claim. Buyer shall have the market standards right to participate or associate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Seller. Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any Action or meeting with respect to such defense. Notwithstanding the foregoing, Seller shall not settle such Third Party Claim without the prior written consent of Buyer (which Lender customarily adheres consent shall not be unreasonably withheld, conditioned or which delayed) unless such settlement (i) does not involve any finding or admission of any violation of Law or any violation of the rights of Buyer Indemnitees and would not have any adverse effect on any other claims that may be reasonably required made against Buyer Indemnitees, (ii) does not involve any relief other than monetary damages that are paid in the marketplace or full by the Rating Agencies Seller and (iii) completely, finally and unconditionally releases Buyer Indemnitees in connection with such Third Party Claim and would not otherwise adversely affect Buyer Indemnitees. If Seller proposes to accept any Secondary Market Transactions, including, without limitation, to: (i) (A) provide updated financial and other information with respect to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification settlement of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to LenderAction which is not approved by Buyer, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower then Seller shall not be required to modify or amend liable for any Loan Document if Losses in respect of such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or Action in the Note, or (B) modify or amend any other material economic term excess of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIproposed settlement amount.

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

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

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

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

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

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

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

Cooperation. If (a) Perform such acts as are reasonably requested by Lenderthe Administrative Agent to carry out the intent of, Borrower shalland transactions contemplated by, assist this Agreement and the other Financing Documents. Promptly upon the reasonable request by any Agent, or any Lender through the Administrative Agent, do, execute, acknowledge, deliver, record, rerecord, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in satisfying order to (a) subject the market standards Borrower’s properties, assets, rights or interests to which Lender customarily adheres the Liens now or which may hereafter intended to be reasonably required covered by any of the Security Documents, and (b) perfect and maintain the validity, effectiveness and priority of any of the Security Documents and any of the Liens intended to be created thereunder. (b) Notwithstanding anything to the contrary set forth herein, the Administrative Agent shall not direct the Collateral Agent to enter into any Mortgage in the marketplace or respect of any real property acquired by the Rating Agencies Borrower or any Subsidiary after the Effective Date until the date that is (a) if such Mortgage relates to a property not located in connection with any Secondary Market Transactionsa “special flood hazard area”, includingten (10) Business Days or (b) if such Mortgage relates to a property located in a “special flood hazard area”, without limitationthirty (30) days, to: after the Collateral Agent or the Administrative Agent has delivered to the Lenders the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) provide updated financial a notification to the Borrower or Subsidiary, as applicable, of that fact and other information (if applicable) notification to such Borrower or Subsidiary, that flood insurance coverage is not available and (B) evidence of the receipt by such Borrower or Subsidiary, of such notice; and (iii) if required by applicable Flood Insurance Laws, evidence of required flood insurance with respect to which flood insurance has been made available under applicable Flood Insurance Laws; provided that any such mortgage may be entered into prior to such period expiring if the Properties, the business operated at the Properties, Borrower Collateral Agent and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other Administrative Agent shall have received confirmation from each Lender that such Lender has completed any necessary flood insurance due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIits reasonable satisfaction.

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

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

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

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

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

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

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

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

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

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

Cooperation. If requested 21.3.1 The District agrees to cooperate with the Developer in any actions reasonably necessary or convenient to effect approvals relevant to the development of the MPDs in which an Agreed School Site is located. Such actions may include the signing and recording of temporary or permanent easements for utilities and the approval of reasonable ingress/egress for construction and the dedication of roads over which the District has beneficial easement rights; provided that, the Parties agree that any actions pursuant to this Section 21.3 shall be consistent with the design review criteria in Section 13.2 and, with the exception of utilities, shall not include any permanent disturbance of the Agreed School Sites that materially interferes with the District's ability to develop the Agreed School Site with a School Facility. The District further agrees to execute, subject to review and approval by Lenderthe District's legal counsel not to be unreasonably withheld, Borrower shallconditioned or delayed, assist Lender any and all documents reasonably necessary and relevant to the development of the MPDs in satisfying which an Agreed School Site is located, including the market standards Approval Work, within ten (10) business days after being provided those documents; provided that, if such documents require approval of the District's Board of Directors, approval will be sought at the next regularly scheduled Board meeting. The District further agrees to which Lender customarily adheres or which may cooperate with the Developer in any efforts by the Developer to include all portions of the MPDs within the District's boundaries; provided that, such cooperation shall not require the expenditure of any District funds for such purposes; and provided further that, in no event shall this Section 21.3 be reasonably required construed to require the District to initiate any such action. 21.3.2 The District shall cooperate with the Developer, provided that such cooperation is at no expense to the District, in the marketplace process of obtaining from the City those certain Land Use Approvals necessary to segregate or subdivide each Agreed School Site from the rest of the Projects or other property. To the extent the City requires modifications to the configuration or boundaries of any Agreed School Site as part of any Land Use Approval, or, based upon documented need, the Developer requires modifications to the configuration or boundaries of any Agreed School Site to account for site conditions, utility alignment, relocation of residential development area, road alignment or similar site and design planning reasons, such Agreed School Site shall be revised to reflect such modifications in Developer's reasonable discretion, subject to the District's approval not to be unreasonably withheld, conditioned or delayed. Any modifications to the configuration or boundaries of an Agreed School Site shall be the minimum reasonably necessary to address the documented need. In no event shall the revised boundaries diminish the minimum Usable Acreage for the particular Agreed School Site nor shall the revised boundaries differ from the agreed site dimensions such that a School Facility can no longer be sited on the Agreed School Site in a manner similar to other School Facilities in the District. If the revised boundaries vary significantly from those approved by the Rating Agencies in connection with any Secondary Market Transactions, including, without limitation, to: (i) (A) provide updated financial District as of the end of the Contingency Period the provisions of Sections 11 and other information 12 shall apply with respect to the PropertiesDistrict's acceptance of the new portion of the Agreed School Site resulting from the revised boundaries. If necessary, the business operated at Developer shall prepare a final legal description for the Properties, Borrower applicable Agreed School Site and the Property Manager, (B) provide updated budgets relating to Parties shall amend this Agreement by replacing the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations prior description with the final legal description of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIapplicable Agreed School Site.

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

Cooperation. If Each Financing Cooperation Provider agrees to use its commercially reasonable efforts to provide such assistance (and to cause its subsidiaries and its and their respective personnel and advisors to use their respective commercially reasonable efforts to provide such assistance) with the Applicable Financing Transaction of the Financing Cooperation Recipient as is reasonably requested by Lenderthe applicable Financing Cooperation Recipient. Such assistance shall include, Borrower shallbut not be limited to, assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, including, without limitation, tofollowing: (i) delivery by the Company to Buyer of (Ax) provide updated financial and other information the Debt Financing Required Information with respect to the PropertiesBuyer Debt Financing and (y) in the case of a Buyer Public Equity Offering, information of the business operated at the Properties, Borrower type contemplated by clauses (1) (with respect to investor and the Property Managerroad show presentation), (B4) provide updated budgets relating to the Properties and (C5) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, definition of “Debt Financing Required Information” as if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable references to Lender and the Rating AgenciesBuyer Debt Financing therein were references to a Buyer Public Equity Offering; (ii) provide access participation, including by officers of appropriate seniority and entry to experience, in and assistance with the Properties during normal business hours preparation and upon prior notice to Lender, any prospective purchaser negotiation of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender)applicable Debt Financing Documents; (iii) use best efforts to provide opinions participation, including by officers of counselappropriate seniority and experience, which may be relied upon by Lender, the Rating Agencies in and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required assistance with (x) Debt Marketing Activity undertaken by the Rating Agencies applicable Financing Cooperation Recipient in connection with respect to the Properties its Applicable Financing Transaction and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies(y) Equity Marketing Activity undertaken by Buyer in connection with any Buyer Public Equity Financing; (iv) provide updateddelivery by the Company to Buyer of all Financing KYC Deliverables with respect to the Buyer Debt Financing or Buyer Public Equity Financing; provided that such delivery to Buyer will occur at least five Business Days prior to the Closing Date, as of to the closing date of extent requested by Buyer at least nine Business Days prior to the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably requireClosing Date; (v) execute amendments to the Loan Documents and Borrower's organizational documents take such other actions as are reasonably requested by Lenderthe applicable Financing Cooperation Recipient to facilitate the satisfaction on a timely basis of the conditions precedent set forth in Exhibit C to the Debt Commitment Letter or other debt commitment letters with respect to the Applicable Financing Transaction, provided, howeveras applicable, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loanare within its control; (vi) provide any additional financial statements or other to applicable Financing Cooperation Recipient such information as may be required necessary so that the Marketing Material for its Applicable Financing Transaction is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to satisfy all requirements state a material fact necessary to make the statements contained therein, in the light of the Securities Act (defined below)circumstances under which such statements are made, not misleading; and (vii) transfer ownership inform the applicable Financing Cooperation Recipient promptly in writing if the applicable Financing Cooperation Provider (A) concludes that any previously issued financial statement of Properties such Financing Cooperation Provider or any of its Subsidiaries included in any materials with respect to newly formed singlethe Applicable Financing Transaction of the Financing Cooperation Recipient should no longer be relied upon per Item 4.02 of Form 8-purpose entities acceptable to Lender and K under the Rating Agencies. Except as expressly set forth in Section 12.1.1, Exchange Act or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XII(B) determines that a restatement of any of such Financing Cooperation Provider’s or its Subsidiaries’ financial statements is required or reasonably likely.

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

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

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

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

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

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

Cooperation. If (a) Subject to the proviso contained in Section 5.5 hereof, upon the terms and subject to the conditions hereof, each of the parties hereto agrees to use its reasonable efforts to take or cause to be taken all actions and to do or cause to be done all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Seller Agreements and the Buyer Agreements and shall use its reasonable efforts to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings. (b) Sellers shall use all reasonable efforts to provide to Buyer all information concerning the Business reasonably requested by Lender, Borrower shall, assist Lender Buyer for inclusion in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies Buyer's registration statement on Form S-1 in connection with any Secondary Market Transactions, including, without limitation, to:the registration by Buyer under the Securities Act of debt or other offering memorandum for the public or private offering by Buyer of such debt as contemplated by Section 4.6. (c) Sellers shall cooperate with Buyer and take all actions reasonably requested by Buyer in connection with (i) (A) provide updated financial the planning for the consolidation of certain of Sellers' plants and other information with respect to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser financings contemplated by Section 4.6 of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, Agreement; provided, however, that Borrower (x) Sellers shall not incur (except as specifically set forth to the contrary herein) any out-of-pocket costs or expenses and (y) Sellers shall not be required obligated to modify comply with Buyer's requests if Sellers deem such actions to be otherwise inconsistent with Sellers' business needs or amend any Loan Document if Sellers reasonably determine that such modification actions will have a material adverse effect on the Business or amendment would will unreasonably interfere with the regular duties and responsibilities of Sellers' employees to operate Sellers' business. (Ad) change Upon reasonable notice by Buyer, Sellers agree to cooperate with Buyer and its lender in connection with the interest rate, transfer of Consigned Gold by providing access to such gold and the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term relevant books and records of the Loan;Business and performing all tasks that may be reasonably requested by Buyer in connection therewith. (vie) provide In the event (i) Buyer or any additional financial statements Seller, as the case may be, is unable to obtain, prior to the Closing, any consents, approvals, waivers or other information as may be required authorizations to satisfy all requirements of transfer to Buyer any Asset or with respect to the Securities Act Leases (defined below); and other than the Kentucky Lease) and (viiii) transfer ownership of Properties Buyer elects to newly formed single-purpose entities acceptable waive Section 7.3(b) hereof with respect to Lender such consent, approval, waiver or other authorization and to consummate the Rating Agencies. Except as expressly set forth transactions contemplated hereby, Buyer and Sellers shall cooperate with each other in Section 12.1.1order to obtain such consents, approvals, waivers or as may otherwise be agreed upon by other authorizations at the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIearliest practicable date.

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

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

Cooperation. If Prior to the Effective Time, the Company will use its reasonable best efforts, and will cause each of its Subsidiaries and its and their respective officers, employees, advisors and other Representatives to use their respective reasonable best efforts, to provide Parent and Merger Sub with all cooperation reasonably requested by Lender, Borrower shall, Parent or Merger Sub to assist Lender them in satisfying causing the market standards to which Lender customarily adheres or which may be reasonably required conditions in the marketplace Debt Commitment Letters to be satisfied or as is otherwise reasonably requested by the Rating Agencies Parent or Merger Sub in connection with any Secondary Market Transactions, including, without limitation, toParent and Merger Sub obtaining the Financing by: (i) participating (Aand causing senior management and Representatives of the Company to participate) provide updated financial in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and other information sessions with respect to rating agencies, and otherwise cooperating with the Properties, marketing efforts for any of the business operated at the Properties, Borrower Debt Financing (including direct contact between senior management and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations representatives of the Properties togetherCompany, if customaryon the one hand, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agenciesactual and potential Financing Sources, on the other hand); (ii) provide access assisting Parent and entry to the Properties during normal business hours Financing Sources with the timely preparation of customary rating agency presentations, bank information memoranda and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired similar documents required in connection with a syndicate or securitization the Debt Financing and identifying any portion of the Loaninformation provided by the Company and set forth in any of the foregoing that would constitute material, the Rating Agencies or any other Person authorized by Lender)non-public information; (iii) use best efforts solely with respect to provide opinions financial information and data derived from the Company’s historical books and records, assisting Parent with providing information reasonably required in connection with the preparation of counsel, which may be relied upon by Lender, pro forma financial information and pro forma financial statements to the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or extent required by the Rating Agencies Financing Sources, it being agreed that the Company will not be required to provide any information or assistance relating to (A) the proposed aggregate amount of debt and equity financing, together with respect assumed interest rates, dividends (if any) and fees and expenses relating to the Properties and Borrower and Affiliatesincurrence of such debt or equity financing; (B) any post-Closing or pro forma cost savings, which counsel and opinions shall synergies, capitalization, ownership or other pro forma adjustments desired to be satisfactory incorporated into any information used in connection with the Debt Financing; or (C) any financial information related to Lender and Parent or any of its Subsidiaries or any adjustments that are not directly related to the Rating Agenciesacquisition of the Company by Parent; (iv) provide updatedassisting Parent in connection with the preparation and registration of (but not executing, as to the extent any such documents or arrangements would be effective prior to the Closing, other than any authorization letters described in Section 6.6(a)(viii)) definitive financing documents (including any related schedules, annexes and exhibits thereto), currency or interest hedging arrangements and other definitive financing documents (including a customary certificate executed by the chief financial officer of the closing date Company with respect to solvency matters) as may be reasonably requested by Parent or the Financing Sources, and otherwise reasonably facilitating the pledging of collateral and the granting of security interests in respect of the Secondary Market Transaction (Debt Financing, it being understood that such documents will not be recorded or take effect until the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably requireEffective Time; (v) execute amendments furnishing Parent, Merger Sub and the Financing Sources, prior to the Loan Documents Closing Date, with (A) audited financial statements of the Company for the three most recently completed fiscal years ended at least 75 days before the Closing Date; (B) unaudited consolidated balance sheets and Borrower's organizational documents related unaudited statements of income and cash flows related to the Company and its Subsidiaries for each subsequent fiscal quarter ended at least 45 days before the Closing Date; (C) the financial information regarding the Company and its Subsidiaries necessary for Parent to prepare any pro forma financial statements for historical periods required by paragraph 6(c) of Exhibit C of the Debt Commitment Letter; and (D) such other financial and other pertinent information regarding the Company and its Subsidiaries (including information regarding the business, operations and financial projections thereof) as may be reasonably requested by LenderParent to assist in the preparation of a customary confidential information memorandum or other customary information documents used in financings of the type contemplated by the Debt Commitment Letter (which, providedfor the avoidance of doubt, howeverwill not include (or be deemed to require the Company to prepare) any (1) pro forma financial statements or adjustments or projections; (2) description of all or any portion of the Debt Financing, that Borrower shall not be including any “description of notes”; (3) risk factors relating to all or any component of the Debt Financing; (4) financial statements in respect of its Subsidiaries; or (5) other information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, any Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, any information required by Items 10 through 14 of Form 10-K or any other information customarily excluded from an offering memorandum for private placements of non-convertible high-yield bonds pursuant to modify or amend any Loan Document if Rule 144A) (all such modification or amendment would (A) change the interest rateinformation and documents in this Section 6.6(a)(v), the stated maturity or “Required Financing Information”), it being understood that if the amortization of principal as set forth herein or in the Note, or (B) modify or amend Company reasonably believes that it has previously provided any other material economic term of the LoanRequired Financing Information, it may deliver to Parent a written notice stating when it believes that it completed such delivery, in which case the Company will be deemed to have complied with this Section 6.6(a)(v) and the Marketing Period will be deemed to have commenced as of such date unless Parent in good faith reasonably believes that the Company has not completed delivery of the Required Financing Information and, within three Business Days after the delivery of such notice by the Company, delivers a written notice to the Company to that effect, stating in good faith the specific items of Required Financing Information the Company has not delivered, in which case such Required Financing Information will be deemed to have been delivered and the Marketing Period to have commenced when such specific items have been delivered by the Company; (vi) provide cooperating with Parent to obtain customary and reasonable corporate and facilities consents, landlord waivers, non-invasive environmental assessments, surveys and title insurance as reasonably requested by Parent in order to comply with the reasonable requirements of the Financing Sources; (vii) delivering notices of prepayment within the time periods required by the Credit Agreement and obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered at the Closing, and giving any additional financial statements other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all obligations under the Credit Agreement; (viii) providing authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders or other investors and containing a representation to the Financing Sources that the public side versions of such documents, if any, do not include material non-public information as may about the Company or its Subsidiaries or securities (except that the Company will not be required to satisfy pay any cost or expenses relating to rating agency engagement letters); (ix) taking all requirements corporate and other actions, subject to the occurrence of the Securities Act Closing, reasonably requested by Parent to permit the consummation of the Debt Financing (defined belowincluding, to the fullest extent permitted by applicable Law, distributing the proceeds of the Debt Financing, if any, obtained by any of the Subsidiaries of the Company to the Surviving Corporation); and (viix) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender promptly furnishing Parent and the Rating Agencies. Except Financing Sources at least four Business Days prior to the Closing Date with all documentation and other information about the Company and its Subsidiaries as expressly set forth is reasonably requested by Parent at least nine Business Days prior to Closing, in Section 12.1.1accordance with the requirements of the Financing Sources, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs relating to applicable “know your customer” and expenses associated with this ARTICLE XIIanti-money laundering rules and regulations.

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

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

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

Cooperation. If requested At the reasonable request of the holder of the Note and, to the extent not already required to be provided by LenderBorrower under this Agreement, Borrower shall, assist Lender and Borrower Principal shall use reasonable efforts to provide information not in satisfying the possession of the holder of the Note in order to satisfy the market standards to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactionssuch sales or transfers, including, without limitation, to: (i) (Aa) provide updated financial financial, budget and other information with respect to the Properties, the business operated at the PropertiesBorrower, Borrower Principal and the Property Manager, (B) Manager and provide updated budgets relating modifications and/or updates to the Properties and (C) provide updated appraisals, market studies, environmental reviews and reports (Phase I's I reports and, if appropriate, Phase II's), property condition II reports, ALTA/ACSM, surveys ) and other due diligence investigations engineering reports of the Properties obtained in connection with the making of the Loan (all of the foregoing being referred to as the “Provided Information”), together, if customary, with appropriate verification and/or consents of such updated information the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (iib) provide access and entry make changes to the Properties during normal business hours and upon prior notice to Lenderorganizational documents of Borrower, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender)SPE Component Entity and their respective principals; (iiic) use best efforts at Borrower’s expense, cause counsel to provide opinions of counselrender or update existing opinion letters as to enforceability and non-consolidation, and a 10b-5 comfort letter, which may be relied upon by Lenderthe holder of the Note, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, dated as of the closing date of the Secondary Market Transaction Securitization; (d) permit site inspections, appraisals, market studies and other due diligence investigations of the "SECONDARY MARKET CLOSING DATE")Properties, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization; (e) make the representations and warranties with respect to the Properties, Borrower, Borrower Principal and the Loan Documents as are made in the Loan Documents and such additional other representations and warranties as may be reasonably requested by the holder of the Note or the Rating Agencies may reasonably requireAgencies; (vf) execute such amendments to the Loan Documents and Borrower's organizational documents reasonably as may be requested by Lenderthe holder of the Note or the Rating Agencies or otherwise to effect the Securitization including, without limitation, bifurcation of the Loan into two or more components and/or separate notes and/or creating a senior/subordinate note structure; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (Ai) change the interest rate, rate or the stated maturity or maturity, except in connection with a bifurcation of the amortization Loan which may result in varying LIBOR Rates for each component thereof, but which shall have the same initial weighted average coupon of principal as set forth herein or in the NoteLIBOR Rate, or (Bii) in the reasonable judgment of Borrower, modify or amend any other material economic term of the Loan, or (iii) in the reasonable judgment of Borrower, materially increase Borrower’s obligations and liabilities, or materially decrease the rights, under the Loan Documents; (vig) provide deliver to Lender and/or any additional financial statements Rating Agency, (i) one or other information more certificates executed by an officer of the Borrower certifying as may to the accuracy, as of the closing date of the Securitization, of all representations made by Borrower in the Loan Documents as of the Closing Date in all relevant jurisdictions or, if such representations are no longer accurate, certifying as to what modifications to the representations would be required to satisfy all requirements make such representations accurate as of the Securities Act closing date of the Securitization, and (defined below)ii) certificates of the relevant Governmental Authorities in all relevant jurisdictions indicating the good standing and qualification of Borrower as of the date of the closing date of the Securitization; (h) have reasonably appropriate personnel participate in a bank meeting and/or presentation for the Rating Agencies or Investors; (i) execute modifications to the Loan Documents changing the interest rate for the Loan and the Mezzanine Loan, provided that the initial weighted average of the interest rate spreads for the Loan and the Mezzanine Loan after such modification shall not exceed the weighted average of the interest rate spreads for the Loan and the Mezzanine Loan immediately prior to such modification. The Borrower and Borrower Principal shall also provide opinions and title insurance reasonably necessary to effectuate the same; and (viij) transfer ownership cooperate with and assist Lender in obtaining ratings of Properties to newly formed single-purpose entities acceptable to Lender and the Securities from two (2) or more of the Rating Agencies. Except Upon Lender’s modification of the Selected Day pursuant to the terms of Section 2.2(d) above, Borrower and Borrower Principal shall promptly deliver to Lender such modifications to the Rate Cap and the Collateral Assignment of Interest Rate Cap reasonably required by Lender as expressly result of such designation. All reasonable third party costs and expenses incurred by Borrower in connection with Borrower’s complying with the requests and requirements made under this Section 13.4 (including, without limitation, the fees and expenses of the Rating Agencies) shall be paid by Borrower, provided such costs and expenses (together with any costs and expenses incurred by Borrower pursuant to Section 13.6 hereof) shall not exceed $25,000 in the aggregate. Notwithstanding the foregoing, Borrower shall not be obligated to pay for any modification and/or any update to any appraisal of any Individual Property requested pursuant to Section 13.4(a). The limitation on costs and expenses set forth in this paragraph shall in no way reduce or vitiate any of Borrower’s performance obligations set forth in this Section 12.1.113.4, provided Lender reimburses Borrower for any such costs incurred by Borrower which exceed $25,000.00. In the event that Borrower requests any consent or as may otherwise approval hereunder and the provisions of this Agreement or any Loan Documents require the receipt of written confirmation from each Rating Agency with respect to the rating on the Securities, or, in accordance with the terms of the transaction documents relating to a Securitization, such a rating confirmation is required in order for the consent of Lender to be agreed upon by given, Borrower shall pay all of the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIof Lender, Lender’s servicer and each Rating Agency in connection therewith, and, if applicable, shall pay any fees imposed by any Rating Agency as a condition to the delivery of such confirmation.

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

Cooperation. If requested Lender shall elect to exercise its right to sell all or any portion of the Collateral as and when permitted pursuant to this Agreement or by applicable law, Pledgor agrees that, upon request of Lender, Borrower shallPledgor will, assist Lender in satisfying the market standards at its own expense: (a) use its commercially reasonable efforts to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactionsexecute and deliver, including, without limitation, to: (i) (A) provide updated financial and other information with respect to the Properties, the business operated at the Properties, cause Borrower and the Property Managermembers, (B) provide updated budgets relating managers, partners, directors and/or officers thereof to the Properties execute and (C) provide updated appraisalsdeliver, market studiesall such instruments and documents, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors to do or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest cause to be acquired in connection with a syndicate or securitization of the Loandone all such other acts and things, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be necessary or, in the reasonable opinion of Lender, advisable to register such Collateral under the provisions of the Securities Act, and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to satisfy be furnished, and to make all amendments and supplements thereto and to the related prospectuses which, in the opinion of Lender, are necessary or advisable, all in conformity with the requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except rules and regulations of the SEC applicable thereto; (b) use its commercially reasonable efforts to qualify the Collateral under the state securities laws or “Blue Sky” laws and to obtain all necessary governmental approvals for the sale of the Collateral, as expressly set forth in requested by Lender; (c) cause the Borrower to make available to their respective security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 12.1.111(a) of the Securities Act; (d) execute and deliver, or cause the officers and directors of the Borrower to execute and deliver, to any Person or governmental authority as Lender may choose, any and all documents and writings which, in Lender’s reasonable judgment, may be necessary or appropriate for approval, or be required by, any regulatory authority located in any city, county, state or country where Pledgor or Borrower engages in business, in order to transfer or to more effectively transfer the Pledged Interests or otherwise enforce L▇▇▇▇▇’s rights hereunder; (e) provide, or and cause Borrower and the members, managers, partners, directors and/or officers to provide, tours of the Property to prospective bidders at any such sale of all or any portion of the Collateral, and (f) do or cause to be done all such other acts and things as may otherwise be agreed upon necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law. Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the Borrower provisions of this Section and that such failure would not be adequately compensable in writingdamages, Lender shall and therefore agrees that its agreements contained in this Section may be responsible for all costs and expenses associated with this ARTICLE XIIspecifically enforced.

Cooperation. If requested by Lender(a) In accordance with Section 9 of the Employment Agreement, Borrower shall, assist Lender You agree to cooperate fully and in satisfying good faith with the market standards to which Lender customarily adheres or which Company and its legal counsel as may be reasonably required necessary to respond to any inquiries that may arise with respect to matters that You were responsible for or involved with during Your employment with Lantheus. (b) You agree to cooperate fully and in good faith with the marketplace or by the Rating Agencies Company and its legal counsel in connection with any Secondary Market Transactionsdefense, includingprosecution or investigation of any and all actual, without limitationthreatened, potential or pending court or administrative proceedings or other legal matters in which You may be involved as a party and/or in which the Company determines, in its sole discretion, reasonably exercised, that You are a relevant witness or have relevant knowledge or information. In connection with such matters, You agree to notify, communicate and be represented by counsel of the Company’s choosing, to fully cooperate and work with such counsel with respect to: (i) (A) provide updated financial , and in preparation for, any depositions, interviews, responses, appearances, or other information legal matters, and to testify honestly with respect to the Propertiesall matters. You shall also be entitled to appoint, the business operated at the PropertiesYour request, Borrower and the Property Manager, (B) provide updated budgets relating Your own legal counsel in addition to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of Company’s counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate any legal matters covered by this Section 8; provided, that, unless such legal matters relate to claims for which You are seeking indemnification, in which case the relevant insurance policy or securitization other document, agreement or instrument governing Your right to seek indemnification shall apply, the Company will pay the reasonable and documented expenses of Your own legal counsel if Lantheus determines, in its sole discretion, reasonably exercised, that Your interests are adverse to or in conflict with those of the Loan, Company and/or that providing counsel to You would be a conflict of interest. The selection by You of Your own counsel shall in no way detract from or interfere with any of the Rating Agencies or any other Person authorized by Lender);obligations You have to cooperate with the Company as agreed to herein. (iiic) use best efforts to provide opinions If the Company seeks Your cooperation under this Section 8 or under Section 9 of counselthe Employment Agreement, which may be relied upon by Lenderit shall reimburse You for any reasonable out of pocket expenses You incur in connection with such cooperation, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect provided that You timely submit valid receipts for reimbursement to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower Company. You shall not be required to modify or amend any Loan Document if such modification or amendment would (Aperform a total of more than 80 hours of cooperation services after Your obligation to perform consulting services under Section 3(a)(iii) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan;ends. (vid) provide Your cooperation will include providing Lantheus with written notice of any additional financial statements subpoena or other information as may be required compulsory process served upon You within forty-eight (48) hours of its occurrence, meeting with the Company’s attorneys, providing the attorneys with requested information, and working with the attorneys in preparation for Your involuntary appearance. In connection with such matters, You agree to satisfy fully cooperate and work with the Company’s counsel with respect to, and in preparation for, any response to a subpoena or other compulsory process served upon You, and to testify honestly with respect to all requirements of the Securities Act (defined below); andmatters. (viie) transfer ownership of Properties In no event shall the Company have any obligation to newly formed single-purpose entities acceptable provide counsel to Lender You in connection with any legal matters or litigation which may arise between You and the Rating Agencies. Except as expressly set forth in Section 12.1.1Company, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIif any.

Cooperation. If requested by LenderMortgagor acknowledges that Mortgagee and its successors and assigns may (a) sell this Mortgage, Borrower shallthe Note and other Loan Documents to one or more investors as a whole loan, assist Lender in satisfying (b) participate the market standards Loan to one or more investors, (c) deposit this Mortgage, the Note and other Loan Documents with a trust, which Lender customarily adheres or which trust may be reasonably required sell certificates to investors evidencing an ownership interest in the marketplace trust assets or (d) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses (a) through (d) are hereinafter referred to as "SECONDARY MARKET TRANSACTIONS"). Mortgagor shall cooperate in good faith with Mortgagee in effecting any such Secondary Market Transaction and shall cooperate in good faith to implement all requirements imposed by the Rating Agencies Agency involved in connection with any Secondary Market Transactions, Transaction including, without limitation, to: (i) (A) provide updated financial and all structural or other information with respect changes to the PropertiesLoan, modifications to any documents evidencing or securing the business operated at the PropertiesLoan, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations delivery of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access Agency and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any addressing such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties matters as the Rating Agencies Agency may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender; PROVIDED, provided, howeverHOWEVER, that Borrower Mortgagor shall not be required to modify any documents evidencing or amend any securing the Loan Document if such modification or amendment which would modify (Ai) change the interest raterate payable under the Note, (ii) the stated maturity or of the Note, (iii) the amortization of principal as set forth herein or in of the Note, Note or (Biv) modify or amend any other material economic term of the Loan; (vi) . Mortgagor shall provide such information and documents relating to Mortgagor, Guarantor, if any, the Mortgaged Property, the Lease and the Lessee as Mortgagee may reasonably request in connection with a Secondary Market Transaction. Mortgagee shall have the right to provide to prospective investors any additional information in its possession, including, without limitation, financial statements relating to Mortgagor, the Guarantor, if any, the Mortgaged Property and the Lessee. Mortgagor acknowledges that certain information Loan No. 3212525 regarding the Loan and the parties thereto and the Mortgaged Property may be included in a private placement memorandum, prospectus or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIdisclosure documents.

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

Cooperation. If Following the date of this Agreement and prior to the Closing, Parent shall use its reasonable best efforts, and shall cause each of the Transferred Entities and any of its other Subsidiaries that holds any portion of the Business to use their respective reasonable best efforts, and shall use reasonable best efforts to cause its and their respective representatives to use their reasonable best efforts, in each case, to provide Purchaser with all cooperation reasonably requested by LenderPurchaser for the arrangement, Borrower shallsyndication, assist Lender in satisfying negotiation and execution of a senior secured asset-based revolving credit facility (the market standards to which Lender customarily adheres or which may be reasonably required “Credit Facility”) substantially consistent with the terms described in the marketplace or Commitment Letter, dated as of the date hereof (as in effect as of the date hereof, the “Debt Commitment Letter”), by the Rating Agencies in connection with any Secondary Market Transactionsand between Purchaser, includingUBS AG, without limitationStanford Branch and UBS Securities LLC, toincluding using reasonable best efforts in: (i) causing management of the Transferred Entities with appropriate seniority and expertise to prepare for and participate in a reasonable number of meetings at mutually agreed times and with reasonable advanced notice (A) provide updated financial and other information including providing reasonable cooperation with respect to the Properties, due diligence efforts of the business operated at lenders providing the Properties, Borrower and Credit Facility (the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's“Financing Sources”)), property condition reportsin connection with arranging, ALTA/ACSMsyndicating, surveys negotiating and other due diligence investigations of entering into the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating AgenciesCredit Facility; (ii) provide access assisting Purchaser and entry to the Properties during normal business hours Financing Sources with the preparation of a customary bank information memorandum and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired customary marketing materials in connection with a syndicate or securitization the arrangement and syndication of the LoanCredit Facility, including the Rating Agencies or any other Person authorized by Lenderexecution and delivery of a customary authorization and representation letter (including, with respect to the authorization letter, authorizing the distribution of information relating to the Transferred Entities and the Business and including representations with respect to the absence of material non-public information in the public side version of documents distributed to potential lenders and the absence of material misstatements and omissions therein); (iii) use best cooperating to facilitate the pledging of, granting of security interests in and obtaining perfection of any liens on, collateral related to the Business (including delivering original copies of all certificated securities of the Transferred Entities (or affidavits of loss in respect thereof) as may be reasonably requested by Purchaser and the Financing Sources and cooperating with Purchaser’s efforts to provide opinions of counselobtain consents and landlord waivers), which may be relied upon by Lenderit being understood that no such pledges, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyancegrants or perfection shall, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect no such documents relating to the Properties and Borrower and Affiliates, which counsel and opinions foregoing shall be satisfactory to Lender and take effect until the Rating AgenciesClosing; (iv) provide updated, furnishing Purchaser and the Financing Sources as promptly as reasonably practicable with any amendments or restatements of the closing date of Business Financial Statements (to the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"extent such amendments or restatements exist), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments furnishing, at least three (3) Business Days prior to the Loan Documents Closing Date, Purchaser and Borrower's organizational documents the Financing Sources with all necessary documentation and other information reasonably requested by Lenderthe Financing Sources pursuant to applicable “know your customer” and anti-money laundering rules and regulations, providedincluding the USA PATRIOT Act of 2001, howeveras amended, that Borrower shall not be required to modify or amend the extent requested at least nine (9) Business Days prior to the Closing Date, including any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loaninformation reasonably requested pursuant to 31 C.F.R. §1010.230; (vi) provide assisting with the execution and delivery as of the Closing Date of any additional financial credit agreements, pledge and security documents, releases from existing guarantee or collateral documents (including any UCC-3 or equivalent financing statements or notices), other information definitive financing documents, or other related certificates or documents as may be required to satisfy all requirements reasonably requested by Purchaser (including delivery of a certificate of the Securities Act chief financial officer or treasurer (defined below)or other comparable officer) of the Business certifying the solvency, after giving effect to the transactions contemplated hereby, of the Business on a consolidated basis, in substantially the form set forth as Annex I to Exhibit C to the Debt Commitment Letter as in effect as of the date hereof) and otherwise facilitating the pledging of collateral and release from any existing guarantees or Liens under the Parent Credit Agreement, in each case, effective no earlier than the Closing; and (vii) transfer ownership taking all actions reasonably necessary to (A) permit the Financing Sources to evaluate the Business’ current assets, properties, rights, inventory, cash management and accounting systems, and policies and procedures relating thereto for the purpose of Properties establishing collateral arrangements to newly formed single-purpose entities acceptable the extent reasonable (including cooperating in and facilitating the completion of field examinations, collateral audits, asset appraisals and surveys and providing reasonable access to Lender Purchaser and its representatives to all real property constituting a part of the Rating Agencies. Except as expressly set forth Business) and (B) establish bank and other accounts and blocked account agreements and lock box arrangements in Section 12.1.1connection with the foregoing, or as may otherwise provided that such agreements and arrangements will only be agreed effective upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIClosing.

Cooperation. If requested by LenderSubject to the terms of this Section 13.5, Borrower shall, assist agrees to cooperate (and to cause Sponsor and each other Loan Party to cooperate) with Lender in satisfying connection with any sale or transfer of all or a portion of the Loan, any Syndication or any Participation and/or Securities created pursuant to this Article XIII. Without limiting the generality of the immediately preceding sentence, at the request of the holder of the Note and, to the extent not already required to be provided by Borrower under this Agreement, Borrower shall take such reasonable actions for the benefit of, and use reasonable efforts to provide information relating to each Borrower Party, Sponsor, Manager, the Collateral or the Property not in the possession of, the holder of the Note in order to satisfy the market standards (which may include such holder’s delivery of information with respect to each Borrower Party, Sponsor, Manager, the Collateral and/or the Property to any Investor or prospective Investor) to which Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactionssuch sales or transfers, including, without limitation, including to: (ia) (A) provide provide, or cause a Mortgage Loan Borrower and Maryland Owner or Mortgage SPE Component Entity to provide, updated financial financial, budget and other information with respect to the Propertieseach Individual Property, the business operated at the PropertiesCollateral, Borrower any Significant Party, Sponsor, and the Property Managersubject to any restrictions contained in a Management or Franchise Agreement, (B) Manager and Franchisor, and provide updated budgets relating modifications and/or updates to the Properties and (C) provide updated appraisals, market studies, environmental reviews and reports (Phase I's I reports and, if appropriate, Phase II'sII reports) and engineering reports of each Individual Property obtained in connection with the making of the Loan (all of the foregoing, together with the information required to be provided pursuant to Section 13.4, being referred to as the “Provided Information”), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification and/or consents of such updated information the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (iib) provide access and entry make changes to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or organizational documents of any participation or other interest therein (including any Borrower Party and their respective principals relating to the single purpose bankruptcy remote nature of each such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender)Borrower Party; (iiii) use best efforts at Borrower’s expense, cause counsel to provide opinions of counselrender or update existing opinion letters as to enforceability and non-consolidation, which may be relied upon by Lenderthe holder of the Note, the Rating Agencies and their respective counsel, agents which shall be dated as of the Securitization Closing Date and representatives, (ii) at Borrower’s sole expense (notwithstanding anything to the contrary contained herein) obtain revised opinions of counsel as to nonthe status of any Borrower Party as a single-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or member limited liability company as may be required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agenciestheir counsel; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XII.

Cooperation. If Prior to the Closing, the Company shall use reasonable best efforts to, and shall cause its Subsidiaries to use their respective reasonable best efforts to, cause the respective officers, employees and advisors, including attorneys and financial and accounting advisors, of the Company and its Subsidiaries to, provide to Purchaser such cooperation as is reasonably requested by Lender, Borrower shall, assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies Purchaser in connection with any Secondary Market Transactionsthe arrangement (including marketing efforts in connection therewith) by Purchaser of the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including, without limitation, to: including (i) participating in a reasonable number of meetings, presentations, calls, drafting sessions, lender or rating agency presentations, road shows, due diligence sessions (including accounting due diligence sessions) and sessions with prospective lenders, underwriters, ratings agencies, initial purchasers and other syndication activities, as applicable, in each case at mutually agreed times, (ii) assisting in the preparation of (A) one or more offering documents, private placement memoranda and/or bank information memoranda and similar marketing documents for the Financing, including assistance in the preparation of a business description relating to the Company’s business and the preparation of “Management’s Discussion and Analysis” of the financial statements of the business to be included in offering documents contemplated by the Financing and reviewing and commenting on the draft business description, (B) materials for rating agency presentations and (C) road show materials, other marketing and disclosure documents and customary information in connection with the items in clause (A) and (B) including execution and delivery of customary “10b-5” representation letters and documentary support and pro forma financial statements, (iii) providing documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; (iv) obtaining customary payoff letters, lien terminations and security releases to be delivered at Closing to allow for any repayment, discharge and termination of the Repaid Indebtedness as set forth in Section 2.2(c) of the Disclosure Schedules; (v) obtaining accountants’ comfort letters at the expense of and as reasonably requested by Purchaser and accountants’ consents for use of their reports in any materials relating to the Financing, including in each case, from both BDO and ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, (vi) executing, delivering and assisting in preparing any certificates, authorization letters, pledge or security documents or other definitive financing documents and related documents, schedules and certificates, (vii) providing promptly the Required Information at such time as it becomes reasonably available to, or reasonably obtainable without liability or material expense by, the Company or its Subsidiaries, (viii) using reasonable best efforts to assist Purchaser in obtaining corporate and facilities ratings in connection with the Debt Financing, and (ix) reasonably cooperating to permit the prospective lenders involved in the Financing to evaluate the Company and its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements to the extent customary and reasonable and otherwise reasonably facilitating the grant of a security interest in collateral and providing related lender protections; provided that (w) neither the Company nor any of its Subsidiaries shall be required to pay any commitment or other similar fee, provide updated any security, make any representations, provide any indemnification or incur any other liability in connection with the Financing that are not contingent upon the Closing, other than customary authorization and representation letters or such obligations for which Purchaser is obligated to reimburse the Company, (x) the effectiveness of any documentation executed by the Company or any of its Subsidiaries with respect to the Financing shall be subject to the consummation of the Closing, (y) neither the Company nor its Subsidiaries shall be required to deliver any financial and other information with respect to a fiscal month that has not yet ended, and (z) Purchaser shall promptly, upon request by the PropertiesCompany, (A) reimburse the Company and its Subsidiaries for all reasonable documented out-of-pocket costs (including those of their accountants, consultants, legal counsel, agents and other representatives) and (B) indemnify and hold harmless the Company and its Subsidiaries and their respective Affiliates and representative (including accountants, consultants, legal counsel, agents and other representatives) from and against any and all liabilities suffered or incurred by any of them in connection with the arrangement of the Financing, such cooperation or providing any information utilized in connection therewith, except for such liability to which such Person would have incurred regardless of this Section 4.6. None of the Company or any of its Subsidiaries or any of their respective Representatives shall have any liability or incur any losses, damages or penalties with respect to the Financing or any marketing materials, presentations or disclosure documents in connection therewith in the event the Closing does not occur, except as would otherwise be available to Purchaser pursuant to this Agreement. The obligations of Purchaser in the foregoing clause (z) shall survive any termination of this Agreement. Any information provided to Purchaser pursuant to this Section 4.6 shall be subject to the confidentiality provisions of the Commitment Letters. The Company hereby consents to the use of the logos of the Company and its Subsidiaries in connection with the syndication or arrangement of the Financing; provided that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company or its Subsidiaries. For the avoidance of doubt, the business operated at parties hereto acknowledge and agree that the Propertiesprovisions contained in this Section 4.6 represent the sole obligation of the Company and its Subsidiaries and its and their officers, Borrower employees and advisors, including attorneys, financial and accounting advisors with respect to cooperation in connection with the Property Managerarrangement of the Financing. Notwithstanding anything to the contrary contained in this Agreement, including this Section 4.6(a), nothing in this Section 4.6(a) shall require any such cooperation to the extent that it would (A) require the Company or any of its Subsidiaries or their respective Representatives, as applicable, to waive or amend any terms of this Agreement, (B) provide updated budgets unreasonably interfere with the ongoing business or operations of the Company and its Subsidiaries, (C) require the Company or any of its Subsidiaries to take any action that will conflict with or violate, or result in a violation of, any of the provisions of the Company’s certificate of incorporation or bylaws or equivalent organizational or governing documents, in each case, as in effect on the date hereof, or any Applicable Laws or its existing credit facility (or documents related thereto or result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any reasonable or customary restriction contained in any material Contract in any material respect), (D) result in any significant interference with the prompt and timely discharge of the duties of any of the Company’s executive officers, or (E) result in any officer or director of the Company or any of its Subsidiaries incurring personal liability with respect to any matters relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan or of any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the Loan, the Rating Agencies or any other Person authorized by Lender); (iii) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as of the closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan; (vi) provide any additional financial statements or other information as may be required to satisfy all requirements of the Securities Act (defined below); and (vii) transfer ownership of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIFinancing.

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

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

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

Cooperation. If requested by Lender(a) In the event that the Securitization Agent shall be deemed to have a first priority perfected security interest in any of the Bank Priority Collateral at any time hereafter, Borrower shall, assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, including, without limitation, to: Securitization Agent shall (i) (A) provide updated financial promptly notify all other parties to this Agreement and other information with respect to the Properties, the business operated at the Properties, Borrower and the Property Manager, (B) provide updated budgets relating to the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports, ALTA/ACSM, surveys and other due diligence investigations of the Properties together, if customary, with appropriate verification of such updated information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide access take any and entry all steps necessary to have such first priority perfected security interest released or assigned to the Properties during normal business hours and upon prior notice to LenderBank Agent, any prospective purchaser on behalf of the Loan or of banks party to the Security Agreement. (b) In the event that the Bank Agent shall be deemed to have a first priority perfected security interest in any participation or other interest therein (including any such interest to be acquired in connection with a syndicate or securitization of the LoanSecuritization Priority Collateral at any time hereafter, the Rating Agencies Bank Agent shall (i) promptly notify all other parties to this Agreement and (ii) take any and all steps necessary to have such first priority perfected security interest released or any other Person authorized by Lender);assigned to the Securitization Agent. (iiic) use best efforts to provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect Subject to the Properties and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iv) provide updated, as provisions of the closing date Blue Ridge Facility that limit and/or restrict payments and/or distributions of funds, upon receipt of notice that the Secondary Market Transaction Bank Facility has become effective and written direction from T&B to do so (the "SECONDARY MARKET CLOSING DATEPAYMENT DIRECTION NOTICE"), representations all cash of SPC shall, pursuant to a cash management system instituted by T&B for itself and warranties made in its Affiliates, be transferred to an account over which the Loan Documents and such additional representations and warranties as the Rating Agencies may reasonably require; (v) execute amendments to the Loan Documents and Borrower's organizational documents reasonably requested by Lender, Bank Agent maintains control; provided, however, the Bank Agent agrees that Borrower its interest in any and all such funds not constituting T&B Cash Assets (as defined below) shall not be required subject to modify or amend any Loan Document if such modification or amendment would (A) change the prior interest rateof the Securitization Agent and, in furtherance thereof, the stated maturity or the amortization of principal Bank Agent agrees that it shall act as set forth herein or in the Note, or (B) modify or amend any other material economic term bailee of the Loan; (vi) provide Securitization Agent with respect to any additional financial statements such cash or other information proceeds thereof at any time on deposit in any such account. Each of the Securitization Agent and the Bank Agent agrees to enter into such further written agreement or agreements as may be required reasonably necessary to satisfy all requirements evidence the foregoing. Payments or distributions of funds representing (i) cash distributed, if any, by SPC to T&B as a return on T&B's investment in the SPC whether by dividend or otherwise, (ii) the compensation for servicing provided by the T&B to the SPC and (iii) collections or proceeds of any Repurchased Assets or Reconveyed Assets (collectively, items described in clauses (i) through (iii) being the "T&B CASH ASSETS") shall also be transferred to an account over which the Bank Agent maintains control, and in such cases, the proviso in the first sentence of this Section 2(c) shall not apply. T&B acknowledges and agrees that so long as the Bank Facility remains in effect, the Payment Direction Notice may not be changed or amended without the prior written consent of the Securities Act (defined below); andBank Agent. (viid) transfer ownership The Securitization Agent shall, and shall cause the Master Servicer to hold in trust for the Bank Agent, all Collections with respect to Repurchased Assets and Reconveyed Assets and to remit all such Collections in accordance with the provisions of Properties to newly formed single-purpose entities acceptable to Lender and the Rating Agencies. Except as expressly set forth in Section 12.1.1, or as may otherwise be agreed upon by the Borrower in writing, Lender shall be responsible for all costs and expenses associated with this ARTICLE XIIsubsection (c) above.