Common use of Cooperation Clause in Contracts

Cooperation. 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 this Guaranty to one or more investors, (iii) deposit this Guaranty, 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 effecting any such Secondary Market Transaction and shall cooperate to 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 may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by 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.

Cooperation. Guarantor acknowledges that If requested by Lender, Borrower shall, assist Lender and its successors and assigns 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) sell this Guaranty(A) provide updated financial and other information with respect to the Properties, the Note 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 Loan Documents 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 one or more investors as a whole loan, Lender and the Rating Agencies; (ii) participate provide access and entry to the Properties during normal business hours and upon prior notice to Lender, any prospective purchaser of the Loan secured 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 this Guaranty to one or more investors, Lender); (iii) deposit this Guarantyuse best efforts to provide opinions of counsel, which may be relied upon by Lender, the Note Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and true sale or any other Loan Documents opinion customary in Secondary Market Transactions or required by the Rating Agencies with a trustrespect to the Properties and Borrower and Affiliates, which trust may sell certificates counsel and opinions shall be satisfactory to investors evidencing an ownership interest in Lender and the trust assets, or Rating Agencies; (iv) otherwise sell provide updated, as of 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 effecting any such Secondary Market Transaction and shall cooperate to 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 may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 closing date of the Secondary Market Transaction (the "SECONDARY MARKET CLOSING DATE"), representations and thus various investors warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may also see some 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 all 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 information. 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 all of the aforesaid third-party advisors and professional firms 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 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 responsible for all costs and expenses associated with its marketing for a Secondary Market Transaction or otherwise as part of its business developmentthis ARTICLE XII.

Cooperation. 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 this Guaranty to one or more investors, (iii) deposit this Guaranty, 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 effecting any such Secondary Market Transaction and shall reasonably cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor shall provide such reasonable information and documents relating to Guarantor Guarantor, Borrower, the Property and any tenants of the Improvements as Lender may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors)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 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, Guarantor in the form as provided by 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. Lender shall pay the costs incurred in connection with the Secondary Market Transaction in accordance with the provisions of Section 9.1 of the Loan Agreement.

Cooperation. Guarantor acknowledges that 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 and Borrower Principal shall use reasonable efforts to provide information not in the possession of the holder of the Note in order to satisfy the market standards to which the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with such sales or transfers, including, without limitation, to: (a) provide updated financial, budget and other information with respect to the Property, Borrower, Borrower Principal, Sponsor and Manager and provide modifications and/or updates to the appraisals, market studies, environmental reviews and reports (Phase I reports and, if appropriate, Phase II 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”), together, if customary, with appropriate verification and/or consents of the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and its successors the Rating Agencies; (b) make changes to the organizational documents of Borrower as may be reasonably requested by Lender or the Rating Agencies; (c) at Borrower’s expense and assigns if requested by Lender or the Rating Agencies, cause counsel to render or update existing opinion letters as to enforceability and non-consolidation which may be relied upon by the holder of the Note and the Rating Agencies, which shall be dated as of the closing date of the 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 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, subject to such 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 (which representations and warranties shall be consistent with, and no broader than representations and warranties in the Loan Documents; (f) execute such amendments to the Loan Documents as may be reasonably requested by the 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 (i) sell this Guarantychange the interest rate, the stated maturity or the amortization of principal set forth 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 as of the Closing Date), or (ii) 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 Documents. (g) deliver to Lender and/or any Rating Agency, (i) one or more investors certificates executed by an officer of the Borrower certifying as a whole loanto 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; (h) have reasonably appropriate personnel participate in a bank meeting and/or presentation for the Loan secured by this Guaranty to one Rating Agencies or more investors, (iii) deposit this Guaranty, 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 Investors; and (i) through (iv) are hereinafter each referred to as “Secondary Market Transaction”). Guarantor shall cooperate with and assist Lender in effecting obtaining ratings of the Securities from two (2) or more of the Rating Agencies. Borrower shall pay all costs and expenses incurred by Borrower in connection with the compliance of Borrower and, if applicable, Borrower Principal, with requests made under this Section 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 Secondary Market Transaction 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 cooperate to implement all customary and reasonable requirements pay any fees imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor shall provide as a condition to the delivery of such information and documents relating to Guarantor as Lender may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by 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 developmentconfirmation.

Cooperation. 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 this Guaranty to one or more investors, (iii) deposit this Guaranty, 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 effecting any such Secondary Market Transaction and shall cooperate to 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 may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by 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. All reasonable third party costs and expenses incurred by Guarantor in connection with Guarantor complying with requests made under this Section 5.14 shall be paid by Guarantor; provided, however, so long as no Event of Default has occurred and is continuing, all such reasonable third party costs and expenses incurred by Guarantor in connection with Guarantor’s complying with requests made under this Section 5.14 shall be paid by Lender.

Cooperation. 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 Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of the holder of the Note in order to satisfy the market standards to which 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 Securitization, including, without limitation, to: (a) provide updated financial, budget and other information with respect to the Properties, Borrower and Guarantor acknowledges that and provide modifications and/or updates to the appraisals, market studies, environmental reviews and reports (Phase I reports and, if appropriate, Phase II reports) and 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 the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and its successors the Rating Agencies; (b) make changes to the special purpose entity provisions of the organizational documents of Borrower, any SPE Component Entity and assigns their respective principals; (c) cause counsel to render or update existing opinion letters as to enforceability and non-consolidation, and a 10b-5 comfort letter, which may be relied upon by the holder of the Note, the Rating Agencies and their respective counsel, which shall be dated as of the closing date of the Securitization; (d) permit site inspections, appraisals, market studies and other due diligence investigations of the Properties, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be 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 other representations and warranties as may be reasonably requested by the holder of the Note or the Rating Agencies; (f) execute such amendments to the Loan Documents as may be requested by the 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 (i) sell this Guarantychange the interest rate, the stated 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 other Loan Documents to one weighted amortization schedule except following an Event of Default or more investors as following any prepayment (whether resulting from the application of Net Proceeds after a whole loanCasualty or Condemnation or otherwise) of any portion of the principal amount of the Loan, (ii) participate modify or amend any other economic term of the Loan, or (iii) otherwise increase the obligations or decrease the rights of Borrower under the Loan secured by this Guaranty Documents; (g) deliver to Lender and/or any Rating Agency, (i) one or more investorscertificates executed by an officer of Borrower certifying as to the accuracy, (iii) deposit this Guarantyas of the closing date of the Securitization, of all representations made by Borrower in the Note and other Loan Documents with 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; (h) have reasonably appropriate personnel participate in a trust, which trust may sell certificates to investors evidencing an ownership interest in bank meeting and/or presentation for the trust assets, Rating Agencies or (iv) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses Investors; (i) through (iv) are hereinafter each referred to as “Secondary Market Transaction”). Guarantor shall cooperate with and assist Lender in effecting obtaining ratings of the Securities from two (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 (k) upon Lender’s modification of the Selected Day pursuant to the terms of Section 2.4(e) above, Borrower shall promptly deliver to Lender such modifications to the Interest Rate Cap Agreement and the Collateral Assignment of Interest Rate Cap reasonably required by Lender as 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 such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency material cost or potential investor involved in any Secondary Market Transaction. Guarantor shall provide such information and documents relating to Guarantor as Lender may reasonably request expense in connection with such Secondary Market Transaction. In additioncomplying with requests made under this Section 13.4; provided, Guarantor shall make available however, any modifications and/or updates to Lender all information concerning its business the appraisals, market studies, environmental reviews and operations that Lender may reasonably request. Lender shall be permitted to share all such information reports (Phase I reports and, if appropriate, Phase II reports) and engineering reports of the Properties obtained in connection with the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence making of the Loan in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business developmentshall be at Lender’s cost and expense.

Cooperation. Guarantor acknowledges The Owner Participant will cooperate with and assist the Facility Lessee in connection with any refinancing and/or assumption of the Lease Debt, so 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, (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 Lender and its successors and assigns may if any adjustment required by this paragraph (a) would result in (i) sell this Guarantythe Facility Lease not qualifying as an operating lease for the Facility Lessee under FASB 13 or FASB 98, the Note and other Loan Documents to one or more investors as a whole loan, (ii) participate the Loan secured by this Guaranty aggregate of all rent adjustments made on or before, or contemplated to one or more investors, (iii) deposit this Guarantybe made on, the Note and Closing Date (other Loan Documents with than adjustments to reflect a trust, which trust may sell certificates 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 investors evidencing an ownership interest in the trust assets, increase by more than 100 basis points or (ivy) otherwise sell the Loan or interest therein total Basic Rent to investors (increase by more than 2%, then in either such case, the transactions referred Facility Lessee shall not be obligated to in clauses (i) through (iv) are hereinafter each referred to as “Secondary Market Transaction”). Guarantor shall cooperate with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market close the Overall Transaction. Guarantor Any adjustments pursuant to Section 3.4 of the Facility Lease shall provide 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 information 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 documents relating any Treasury Regulations issued thereunder, in each case, to Guarantor as Lender may reasonably request in connection with the extent of such Secondary Market Transactioncompliance on the Closing Date. In additionAfter the Closing Date, Guarantor shall make available to Lender all information concerning its business Periodic Rent, Termination Value, Allocated Rent, Proportional Rent, Lessor 467 Loan Principal Balance, Lessee 467 Loan Principal Balance, Lessor 467 Loan Interest and operations that Lender may reasonably request. Lender Lessee 467 Loan Interest shall be permitted to share all such information adjusted at the request of the Facility Lessee or the Owner Participant in accordance with the investment banking firms terms of the Facility Lease to which it is a party. Any adjustment pursuant to this Section 12 shall be calculated (or other potential investors)A) to preserve the Owner Participant's Net Economic Return through the Basic Lease Term and (B) to the extent consistent with (A) above, Rating Agenciesto maintain operating lease treatment for the Facility Lessee; provided, accounting firmshowever, law firms and other third-party advisory firms involved that to the extent consistent with preserving the Loan Owner Participant's Net Economic Return, all adjustments shall at the option of the Facility Lessee be calculated to (x) minimize the average annual Basic Rent over the Basic Lease Term 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 Lessor Put Renewal Lease Term for the Secondary Market Transaction Facility Lessee's GAAP accounting purposes and/or (y) minimize the present value to the Facility Lessee of Basic Rent; and thus various investors may also see some or all provided, further, that no such adjustment shall require the Owner Participant to record a loss as of the informationdate such adjustment is made. Lender Adjustments will be computed by the Owner Participant based upon the Pricing Assumptions and all the Tax 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. Adjustments made pursuant to this Section 12 shall be subject to verification as provided in Section 3.4 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 its marketing for a Secondary Market Transaction or otherwise as part of its business developmentFacility Lease.

Cooperation. Guarantor acknowledges that Lender (a) Parent and its successors the SpinCo Entities shall cooperate fully at such time and assigns may to the extent reasonably requested by the 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, without limitation, (i) sell 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 the event any claim has been made under this GuarantyAgreement for which such information is relevant, the Note and other Loan Documents until a Final Determination with respect to one or more investors as a whole loan, such claim; (ii) participate the Loan secured filing or execution of any document that may be necessary or reasonably helpful in connection with the filing of any Tax Return, or claim for a refund of Taxes previously paid, by this Guaranty to one either party, or more investors, in connection with any Tax Controversy addressed in the preceding sentence (including a requisite power of attorney); and (iii) deposit this Guaranty, the Note and other Loan Documents with use of the parties’ reasonable best efforts to obtain any documentation from a trust, which trust governmental authority or a third party that may sell certificates to investors evidencing an ownership interest in the trust assets, be necessary 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 effecting any such Secondary Market Transaction and shall cooperate to 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 may reasonably request helpful in connection with such Secondary Market Transactionthe foregoing. In addition, Guarantor Each party shall make its employees and facilities reasonably available on a mutually convenient basis to Lender all information concerning its business facilitate such cooperation. (b) Parent and operations that Lender may reasonably requestthe SpinCo Entities shall use reasonable efforts to keep each other informed as to the status of Tax Controversies involving any issue which could give rise to any liability of the other party under this Agreement. Lender Parent and the SpinCo Entities shall be permitted to share all such information with each promptly notify the investment banking firms (other of any inquiries by any Taxing Authority or any other administrative, judicial or other potential investors), Rating Agencies, accounting firms, law firms and governmental authority that relate to any Tax that may be imposed on the 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 thus various investors may also see some or all any Affiliate of the informationother that might give rise to any liability under this Agreement. Lender Parent shall have sole control of any Tax Controversy relating to the Consolidated Group or to any Pre-Closing Taxes. Parent shall have sole control of any Tax Controversy relating to any State Combined and all Consolidated Return, provided, that in the case of any such Tax Controversy that may affect Taxes for which the SpinCo Entities have responsibility hereunder, the SpinCo Entities may participate in such Tax Controversies at their own expense. If the potential liability of the aforesaid third-party advisors and professional firms SpinCo Entities under this Agreement relating to any Tax Controversy exceeds $5,000,000, Parent shall be entitled to rely on not settle or concede such Tax Controversy without the information supplied by, or on behalf of, Guarantor in the form as provided by Guarantor. Lender may publicize the existence prior written consent of the Loan in connection with its marketing for a Secondary Market Transaction SpinCo Entities, not to be unreasonably withheld, conditioned or otherwise as part of its business developmentdelayed.

Cooperation. 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 Borrower under this Agreement, Borrower shall, and shall cause Mortgage Borrower to, use reasonable efforts to provide information not in the possession of the holder of the Note in order to satisfy the market standards to which 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 Securitization, including, without limitation, to: (a) provide updated financial, budget and other information with respect to the Collateral, the Properties, Borrower, Mortgage Borrower, Junior Mezzanine Borrower and Guarantor acknowledges that and provide modifications and/or updates to the appraisals, market studies, environmental reviews and reports (Phase I reports and, if appropriate, Phase II reports) and 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 the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and its successors the Rating Agencies; (b) make changes to the special purpose entity provisions of the organizational documents of Borrower, Mortgage Borrower, any SPE Component Entity and assigns their respective principals; (c) cause counsel to render or update existing opinion letters as to enforceability and non-consolidation, and a 10b-5 comfort letter, which may be relied upon by the holder of the Note, the Rating Agencies and their respective counsel, which shall be dated as of the closing date of the Securitization; (d) permit site inspections, appraisals, market studies and other due diligence investigations of the Properties, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be 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 other representations and warranties as may be reasonably requested by the holder of the Note or the Rating Agencies; (f) execute such amendments to the Loan Documents as may be requested by the 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 (i) sell this Guarantychange the interest rate, the stated 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 other Loan Documents to one weighted amortization schedule except following an Event of Default or more investors as following any prepayment (whether resulting from the application of Net Proceeds after a whole loanCasualty or Condemnation or otherwise) of any portion of the principal amount of the Loan, (ii) participate modify or amend any other economic term of the Loan, or (iii) otherwise increase the obligations or decrease the rights of Borrower under the Loan secured by this Guaranty Documents; (g) deliver to Lender and/or any Rating Agency, (i) one or more investorscertificates executed by an officer of Borrower certifying as to the accuracy, (iii) deposit this Guarantyas of the closing date of the Securitization, of all representations made by Borrower in the Note and other Loan Documents with 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; (h) have reasonably appropriate personnel participate in a trust, which trust may sell certificates to investors evidencing an ownership interest in bank meeting and/or presentation for the trust assets, Rating Agencies or (iv) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses Investors; (i) through (iv) are hereinafter each referred to as “Secondary Market Transaction”). Guarantor shall cooperate with and assist Lender in effecting obtaining ratings of the Securities from two (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 (k) upon Lender’s modification of the Selected Day pursuant to the terms of Section 2.4(e) above, Borrower shall promptly deliver to Lender such modifications to the Interest Rate Cap Agreement and the Collateral Assignment of Interest Rate Cap reasonably required by Lender as 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 such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency material cost or potential investor involved in any Secondary Market Transaction. Guarantor shall provide such information and documents relating to Guarantor as Lender may reasonably request expense in connection with such Secondary Market Transaction. In additioncomplying with requests made under this Section 13.4; provided, Guarantor shall make available however, any modifications and/or updates to Lender all information concerning its business the appraisals, market studies, environmental reviews and operations that Lender may reasonably request. Lender shall be permitted to share all such information reports (Phase I reports and, if appropriate, Phase II reports) and engineering reports of the Properties obtained in connection with the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence making of the Loan in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business developmentshall be at Lender’s cost and expense.

Cooperation. 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 Borrower under this Agreement, Borrower shall, and shall cause Senior Mezzanine Borrower to cause Mortgage Borrower to, use reasonable efforts to provide information not in the possession of the holder of the Note in order to satisfy the market standards to which 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 Securitization, including, without limitation, to: (a) provide updated financial, budget and other information with respect to the Collateral, the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower and Guarantor acknowledges that and provide modifications and/or updates to the appraisals, market studies, environmental reviews and reports (Phase I reports and, if appropriate, Phase II reports) and 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 the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and its successors the Rating Agencies; (b) make changes to the special purpose entity provisions of the organizational documents of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, any SPE Component Entity and assigns their respective principals; (c) cause counsel to render or update existing opinion letters as to enforceability and non consolidation, and a 10b 5 comfort letter, which may be relied upon by the holder of the Note, the Rating Agencies and their respective counsel, which shall be dated as of the closing date of the Securitization; (d) permit site inspections, appraisals, market studies and other due diligence investigations of the Properties, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be 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 other representations and warranties as may be reasonably requested by the holder of the Note or the Rating Agencies; (f) execute such amendments to the Loan Documents as may be requested by the 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 (i) sell this Guarantychange the interest rate, the stated 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 other Loan Documents to one weighted amortization schedule except following an Event of Default or more investors as following any prepayment (whether resulting from the application of Net Proceeds after a whole loanCasualty or Condemnation or otherwise) of any portion of the principal amount of the Loan, (ii) participate modify or amend any other economic term of the Loan, or (iii) otherwise increase the obligations or decrease the rights of Borrower under the Loan secured by this Guaranty Documents; (g) deliver to Lender and/or any Rating Agency, (i) one or more investorscertificates executed by an officer of Borrower certifying as to the accuracy, (iii) deposit this Guarantyas of the closing date of the Securitization, of all representations made by Borrower in the Note and other Loan Documents with 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; (h) have reasonably appropriate personnel participate in a trust, which trust may sell certificates to investors evidencing an ownership interest in bank meeting and/or presentation for the trust assets, Rating Agencies or (iv) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses Investors; (i) through (iv) are hereinafter each referred to as “Secondary Market Transaction”). Guarantor shall cooperate with and assist Lender in effecting obtaining ratings of the Securities from two (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 (k) upon Lender’s modification of the Selected Day pursuant to the terms of Section 2.4(e) above, Borrower shall promptly deliver to Lender such modifications to the Interest Rate Cap Agreement and the Collateral Assignment of Interest Rate Cap reasonably required by Lender as 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 such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency material cost or potential investor involved in any Secondary Market Transaction. Guarantor shall provide such information and documents relating to Guarantor as Lender may reasonably request expense in connection with such Secondary Market Transaction. In additioncomplying with requests made under this Section 13.4; provided, Guarantor shall make available however, any modifications and/or updates to Lender all information concerning its business the appraisals, market studies, environmental reviews and operations that Lender may reasonably request. Lender shall be permitted to share all such information reports (Phase I reports and, if appropriate, Phase II reports) and engineering reports of the Properties obtained in connection with the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence making of the Loan in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business developmentshall be at Lender’s cost and expense.

Cooperation. Guarantor acknowledges The Owner Participant will cooperate with and assist the Facility Lessee in connection with any refinancing and/or assumption of the Lease Debt, so 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, (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 Lender and its successors and assigns may if any adjustment required by this paragraph (a) would result in (i) sell this Guarantythe Facility Lease not qualifying as an operating lease for the Facility Lessee under FASB 13 or FASB 98, the Note and other Loan Documents to one or more investors as a whole loan, (ii) participate the Loan secured by this Guaranty aggregate of all rent adjustments made on or before, or contemplated to one or more investors, (iii) deposit this Guarantybe made on, the Note and Closing Date (other Loan Documents with than adjustments to reflect a trust, which trust may sell certificates 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 investors evidencing an ownership interest in the trust assets, increase by more than 100 basis points or (ivy) otherwise sell the Loan or interest therein total Basic Rent to investors (increase by more than 2%, then in either such case, the transactions referred Facility Lessee shall not be obligated to in clauses (i) through (iv) are hereinafter each referred to as “Secondary Market Transaction”). Guarantor shall cooperate with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market close the Overall Transaction. Guarantor Any adjustments pursuant to Section 3.4 of the Facility Lease shall provide 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 information 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 documents relating any Treasury Regulations issued thereunder, in each case, to Guarantor as Lender may reasonably request in connection with the extent of such Secondary Market Transactioncompliance on the Closing Date. In additionAfter the Closing Date, Guarantor shall make available to Lender all information concerning its business Periodic Rent, Termination Value, Allocated Rent, Proportional Rent, Lessor 467 Loan Principal Balance, Lessee 467 Loan Principal Balance, Lessor 467 Loan Interest and operations that Lender may reasonably request. Lender Lessee 467 Loan Interest shall be permitted to share all such information adjusted at the request of the Facility Lessee or the Owner Participant in accordance with the investment banking firms terms of the Facility Lease to which it is a party. Any adjustment pursuant to this Section 12 shall be calculated (or other potential investors)A) to preserve the Owner Participant's Net Economic Return through the Basic Lease Term and (B) to the extent consistent with (A) above, Rating Agenciesto maintain operating lease treatment for the Facility Lessee; provided, accounting firmshowever, law firms and other third-party advisory firms involved that to the extent consistent with preserving the Loan Owner Participant's Net Economic Return, all adjustments shall at the option of the Facility Lessee be calculated to (x) minimize the average annual Basic Rent over the Basic Lease Term 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 Lessor Put Renewal Lease Term for the Secondary Market Transaction Facility Lessee's GAAP accounting purposes and/or (y) minimize the present value to the Facility Lessee of Basic Rent; and thus various investors may also see some or all provided, further, that no such adjustment shall require the Owner Participant to record a loss as of the informationdate such adjustment is made. Lender Adjustments will be computed by the Owner Participant based upon the Pricing Assumptions and all the Tax 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. Adjustments made pursuant to this Section 12 shall be subject to verification as provided in Section 3.4 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 its marketing for a Secondary Market Transaction or otherwise as part of its business developmentFacility Lease.

Cooperation. 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 this Guaranty to one or more investors, (iii) deposit this Guaranty, 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 effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction; provided, however, that 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 this Guaranty if such modification or amendment would (i) have a material adverse economic effect on Guarantor, (ii) modify or amend any other material economic term of this Guaranty, or (iii) otherwise materially increase the 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 Guarantor, Borrower, the Property and, to the extent available using commercially reasonable efforts, any tenants of the Improvements as Lender may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request; provided that Guarantor shall not be required to incur any material cost with respect to such request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors)firms, Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction; provided that if Lender discloses the personal financial statements of Guarantor to any investor in connection 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 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, Guarantor in the form as provided by 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.

Cooperation. Guarantor acknowledges that Lender and its successors and assigns may (ia) sell Landlord shall fully cooperate with Tenant throughout the term of this GuarantyLease to secure or maintain proper zoning, the Note building and other Loan Documents permits and compliance with all applicable laws. Landlord shall execute any petitions, requests, applications and the like as Tenant shall reasonably request in order to obtain any permit, license, variances and approvals which, in the reasonable judgment of Tenant, are necessary for the lawful construction and/or operation of Tenants business on the Premises, provided, however, that Tenant shall indemnify and save Landlord harmless from any and all expenses, costs, charges, liabilities, losses, obligations, damages and claims of any type which may be imposed upon, asserted against or incurred by Landlord by reason of same. (b) In the event that Tenant elects to purchase the Premises pursuant to the terms and conditions of paragraph 11 hereof, Landlord shall have the right, in Landlord's sole discretion, to enter into an exchange agreement (the "Exchange Agreement") with a qualified intermediary (the "Intermediary") in order to effectuate a like-kind exchange of the Premises for one or more investors as a whole loanother properties (the "Replacement Property"). In that event, (ii) participate Landlord shall assign to the Loan secured by this Guaranty to one or more investorsIntermediary all of Landlord's right, (iii) deposit this Guaranty, the Note title 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 written contract for purchase and sale of the Loan or interest therein to investors Premises entered into between Landlord and Tenant as required by paragraph 11 hereof (the transactions referred "Purchase Contract"), and any deposit paid by Tenant in connection with the purchase of the Premises shall be placed directly with the Intermediary, subject to in clauses (i) through (iv) are hereinafter each referred to as “Secondary Market Transaction”)the terms and conditions of the Purchase Contract and the Exchange Agreement. Guarantor Landlord and Tenant agree that, at Landlord's option, Tenant shall cooperate with Lender Landlord in effecting any such Secondary Market Transaction a like-kind exchange of the Premises by Landlord pursuant to and shall cooperate to 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 may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information accordance with the investment banking firms (or other potential investors)provisions of Section 1031 of the Internal Revenue Code of 1986, Rating Agenciesas amended, accounting firms, law firms and other third-party advisory firms involved with the Loan and the Loan Documents Treasury Regulations promulgated thereunder, which cooperation shall include, without limitation, Tenant's consent to Landlord's assignment of its interest in the Purchase Contract to the Intermediary and Tenant receiving or taking title to the applicable Secondary Market Transaction. It is understood that Premises from the information provided by Guarantor Intermediary or another third party utilized in the transaction in order to Lender may ultimately be incorporated into facilitate 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 thirdlike-party advisors and professional firms shall be entitled to rely on the information supplied by, or kind exchange on behalf of, Guarantor in the form as provided by 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 developmentLandlord.

Cooperation. Guarantor acknowledges that Lender Borrower and its successors and assigns may (i) sell this Guaranty, the Note and other Loan Documents Borrower Principal agree to one or more investors as a whole loan, (ii) participate the Loan secured by this Guaranty to one or more investors, (iii) deposit this Guaranty, 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 effecting connection with any sale or transfer of the Loan or any Participation and/or Securities created pursuant to this Article 13, including, without limitation, (a) the delivery of an estoppel certificate required in accordance with Section 5.12(a) and such Secondary Market Transaction other documents as may be reasonably requested by Lender, (b) the execution of such amendments to the Loan Documents as may be requested by the 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 (i) change the interest rate, the stated maturity or the amortization of principal set forth 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 cooperate have the same initial weighted average coupon of the original Note, or (ii) 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, and (c) make changes to implement 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 and all customary and reasonable requirements imposed information concerning the Property, the American Express Lease, the financial condition of Borrower or Borrower Principal as may be requested by Lender, any Investor, any prospective Investor or any Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor shall provide such information and documents relating to Guarantor as Lender may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (any sale or other potential investors), 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 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence transfer of the Loan or any Participations or Securities. Neither Borrower nor Borrower Principal shall be responsible for any costs incurred by Lender in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business developmentSecuritization.

Cooperation. Guarantor acknowledges that Lender At the Company’s request, Licensee shall execute any documents reasonably required by the Company to confirm the Company’s ownership of all rights in and its successors to the Licensed M▇▇▇ and/or the Other Intellectual Property and assigns may the respective rights of the Company and Licensee pursuant to this Agreement. Licensee shall cooperate with the Company in connection with (ia) sell this Guaranty, the Note filing and other Loan Documents to one or more investors as a whole loan, (ii) participate prosecution by the Loan secured by this Guaranty to one or more investors, (iii) deposit this Guaranty, the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest Company of applications in the trust assetsCompany’s name to register the Licensed M▇▇▇ for Products in the Territory and/or to register the Other Intellectual Property in the Territory and (b) the maintenance and renewal of such registrations as may issue. The Company shall bear the costs of the foregoing, except that, if the Company files, prosecutes, maintains 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, Licensee shall reimburse the Company for its costs. It is agreed that Licensee shall not use the Licensed M▇▇▇, 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 particular Licensed M▇▇▇ for Products in the relevant trademark class(es) has been filed and/or any other legally required or desirable document in respect thereof has been filed or executed (as appropriate), or (iv2) otherwise sell the Loan 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 impediment to the use of the 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 or interest therein to investors (all Products violates or may violate the transactions referred to in clauses (i) through (iv) are hereinafter each referred to as “Secondary Market Transaction”). Guarantor shall cooperate with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency trademark or potential investor involved other rights of another in any Secondary Market Transaction. Guarantor area, upon receipt of notice from the Company, Licensee shall provide such information discontinue its sale and documents relating distribution (and cause any retail locations and approved distributors/sublicensees (if any) to Guarantor 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 discontinue the sale 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), 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 thus various investors may also see some or all distribution) of the information. Lender and all of affected Articles sold under the aforesaid third-party advisors and professional firms shall be entitled Licensed M▇▇▇ and/or Other Intellectual Property 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 its marketing for a Secondary Market Transaction or otherwise as part of its business developmentsuch area.

Cooperation. Guarantor acknowledges that Lender 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 and its successors and assigns Borrower Principal shall use reasonable efforts to provide information not in the possession of the holder of the Note in order to satisfy the market standards to which the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with such sales or transfers, including, without limitation, to: (a) provide, or cause Mortgage Borrower to provide, (i) sell this Guarantyupdated financial, budget and other information with respect to the Property, the Note Collateral, Borrower, Mortgage Borrower, Sponsor, Borrower Principal and Manager and (ii) modifications and/or updates to the appraisals, market studies, environmental reviews and reports (Phase I reports and, if appropriate, Phase II 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"), together, if customary, with appropriate verification and/or consents of the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (b) make changes to the organizational documents of Borrower or Mortgage; (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 the holder of the Note, the Rating Agencies and their respective counsel, which shall be dated as of the closing date of the 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 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, subject to such 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; (f) execute such amendments to the Loan Documents as may be requested by the 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 (i) change the interest rate, the stated maturity or the amortization of principal set forth 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 (ii) 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 investors certificates executed by an officer of Borrower certifying as a whole loanto 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; (h) have reasonably appropriate personnel participate in a bank meeting and/or presentation for the Loan secured by this Guaranty to one Rating Agencies or more investors, (iii) deposit this Guaranty, 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 Investors; and (i) through (iv) are hereinafter each referred to as “Secondary Market Transaction”). Guarantor shall cooperate with and assist Lender in effecting obtaining ratings of the Securities from two (2) or more of the Rating Agencies. Borrower shall pay all costs and expenses incurred by Borrower in connection with the compliance of Borrower and, if applicable, Mortgage Borrower and Borrower Principal, with requests made under this Section 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 Secondary Market Transaction 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 cooperate to implement all customary and reasonable requirements pay any fees imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor shall provide as a condition to the delivery of such information and documents relating to Guarantor as Lender may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by 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 developmentconfirmation.

Cooperation. Guarantor acknowledges (a) The Company, Tribute and Pozen each acknowledge and the Purchaser hereby agrees that Lender the Purchaser shall not effect the Distribution until such time as the Purchaser has complied with all applicable Laws, including without limitation that the Registration Statement shall be on file with the SEC and its successors declared effective. In connection therewith, Purchaser may call the Purchaser Meeting and assigns may in connection therewith be filing the Purchaser Proxy Statement with the Commission and the Canadian Commissions (ias defined in Annex B) sell this Guarantyand will be furnishing such document to the holders of the Purchaser Common Shares in connection with the votes to be taken at the Purchaser Meeting. The Company, the Note Tribute and other Loan Documents Pozen each hereby agrees to one or more investors as a whole loan, (ii) participate the Loan secured by this Guaranty to one or more investors, (iii) deposit this Guaranty, 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 effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor shall provide furnish such information and documents relating to Guarantor as Lender Purchaser may reasonably request for inclusion, by way of incorporation by reference or otherwise, in connection the Purchaser Proxy Statement. Each of the Company, 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 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 transactions contemplated hereby, prior to its filing. 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 Secondary Market Transactionproposed disclosure and Purchaser shall consider such comments in good faith and make any changes thereto reasonably requested by the Company, Tribute or Pozen. (b) The Company, Tribute and Pozen each hereby agrees and acknowledges that Purchaser may be required to file reports under the Exchange Act from and after the Closing of the transactions contemplated by this Agreement, which reports may require information (including financial information) concerning the Company, Tribute and Pozen. In additionEach of the Company, Guarantor shall make available Tribute and Pozen hereby agrees to Lender all furnish such information concerning its business and operations that Lender as Purchaser may reasonably requestrequest for inclusion in such reports. Lender shall be permitted to share all Each of the Company, 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. Purchaser hereby agrees to provide the Company, Tribute and Pozen with copies of all proposed disclosure in the investment banking firms (or other potential investors)Purchaser Proxy Statement relating to the Company, Rating AgenciesTribute, accounting firmsPozen, law firms and other third-party advisory firms involved with the Loan this Agreement and the Loan Documents or the applicable Secondary Market Transactiontransactions contemplated hereby, prior to filing. It is understood that the information provided by Guarantor Purchaser further agrees 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 provide each of the information. Lender Company, Tribute and all of 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 good faith and make any changes thereto reasonably requested by the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied byCompany, Tribute or on behalf of, Guarantor in the form as provided by 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 developmentPozen.

Cooperation. Guarantor acknowledges that Lender and its successors and assigns may Subject to the restrictions of Section 2.6 of the Funding Loan Agreement, at the Funding Lender’s or the Servicer’s request (i) sell to the extent not already required to be provided by the Borrower under this GuarantyBorrower Loan Agreement), the Note and other Loan Documents Borrower 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 Funding Lender or the Servicer in connection with one or more investors as sales or assignments of all or a whole loan, portion of the Governmental Lender Notes or participations therein or securitizations of single or multi-class securities (iithe “Securities”) participate the Loan secured by this Guaranty to one or more investorsevidencing ownership interests in all or a portion of the Governmental Lender Notes (each such sale, (iii) deposit this Guarantyassignment and/or securitization, 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 ; provided that the Borrower shall cooperate not incur any third party or other out-of-pocket costs and expenses in connection with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any a Secondary Market Transaction, including the costs associated with the delivery of any Provided Information or any opinion required in connection therewith, and all such costs shall be paid by the Funding Lender or the Servicer, and shall not materially modify Borrower’s rights or obligations. Guarantor shall Without limiting the generality of the foregoing, the Borrower shall, so long as the Borrower Loan is still outstanding: (a) (i) provide such financial and other information with respect to the Borrower Loan, and documents with respect to the Project, the Borrower, the Manager, the contractor of the Project or the Borrower Controlling Entity, (ii) provide financial statements, audited, if available, relating to Guarantor the Project with customary disclaimers for any forward looking statements or lack of audit, and (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 and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the Project, as may be reasonably requested from time to time by the Funding Lender or the Servicer or the Rating Agencies or as may reasonably request be necessary or appropriate in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan in connection with its marketing for 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 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; (b) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Project, 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 representations and warranties as they exist on the date thereof; and (c) execute such amendments to the Borrower Loan Documents and the Funding Loan Documents to accommodate such Secondary Market Transaction so long as such amendment does not affect the material economic terms of the Borrower Loan Documents and the Funding Loan Documents and is not otherwise as part of adverse to the Borrower in its business developmentreasonable discretion.

Cooperation. Guarantor acknowledges that Lender and its successors and assigns may Borrower shall, at the request of Lender, in connection with one or more sales or assignments of the Note or participations therein or securitizations of rated single or multi-class securities (ithe “Securities”) sell this Guaranty, secured by or evidencing ownership interests in the Note and other Loan Documents to one or more investors as the Mortgages (each such sale, assignment, participation and/or securitization, a whole loan, (ii) participate the Loan secured by this Guaranty to one or more investors, (iii) deposit this Guaranty, 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 effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor shall ): (a) (i) provide such financial and other information with respect to the Projects, Borrower and documents its Affiliates, Manager and, to the extent in Borrower’s possession, any tenants of the Projects, (ii) provide business plans and budgets relating to Guarantor the Projects and (iii) perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Projects, as may be reasonably requested from time to time by Lender may reasonably request or the Rating Agencies in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan in connection with its marketing for 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 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; (b) cause counsel to render opinions as to non-consolidation and any other opinion customary in securitization transactions with respect to the Projects, Borrower and its Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the 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; (d) provide current certificates of good standing and qualification with respect to Borrower, its Affiliates and/or Guarantor from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower’s organizational documents, as may be requested by Lender or the Rating Agencies or otherwise as part to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall (i) result in a material economic change in the transaction (ii) change the Maturity Date or the LIBOR Margin, except in connection with a bifurcation of 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 event of the application of Net Proceeds to the prepayment of the Loan, (iii) modify or amend any other material economic terms of the Loan, (iv) increase, in more than a de minimis manner, Borrower’s obligations and liabilities or decrease in more than a de minimis manner, Borrower’s rights under the Loan Documents, or (v) increase, in more than a de minimis manner, Lender’s rights under the Loan Documents. Lender shall pay its business developmentown costs and expenses 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 Section 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. Guarantor acknowledges that Agent and Lender and its successors and assigns may (i) sell this Guaranty, the Note and the other Loan Documents to one or more investors Persons as a whole loan, (ii) participate the Loan secured by this Guaranty to one or more investorsPersons, (iii) deposit this Guaranty, 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 one or more interests therein to investors Persons (the transactions referred to in clauses (i) through (iviii) are hereinafter each referred to as “Secondary Market Transaction”). Subject to the terms, conditions and 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 cooperate to 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 materials as may be required or necessary, pursuant to Guarantor as Lender may reasonably request in connection with such Secondary Market TransactionSection 9.1 and Section 9.2 of the Loan Agreement. In addition, Guarantor shall make available to Lender all information concerning its business Agent 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)firms, Rating Agenciesrating 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 non-public or confidential information received by it. It is understood that the information provided by Guarantor to Lender Agent and Lender, may ultimately be incorporated into the offering documents for the disclosed to purchasers and potential purchasers in connection with a Secondary Market Transaction Transaction. Agent 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, Guarantor in the form as provided by Guarantor. Agent and 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. Section 9.3 of the Loan Agreement is hereby incorporated herein as if fully set forth herein.

Cooperation. Guarantor acknowledges that Lender and its successors and assigns may (ia) sell this Guaranty, If the Note and other Loan Documents Company or any Carlyle Stockholder enters into any negotiation with respect to one or more investors any transaction which could give rise to the issuance of Securities (as a whole loan, (ii) participate the Loan secured by this Guaranty to one or more investors, (iii) deposit this Guaranty, the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest defined in the trust assetsSecurities Act) to a Stockholder for which Rule 506 (or any similar rule then in effect) promulgated under the Securities Act may be available, or each such Stockholder shall, if requested by the Company, appoint for such Stockholder a “purchaser representative” (ivas such term is defined in Rule 501 of the Securities Act) otherwise sell reasonably acceptable to the Loan or interest therein Company 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 effecting any advise such Secondary Market Transaction and shall cooperate to 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 may reasonably request Stockholder in connection with such Secondary Market Transactiontransaction. In additionIf such purchaser representative is designated by the Company, Guarantor the Company shall make available to Lender all information concerning its business pay the fees and operations that Lender may reasonably request. Lender expenses of such purchaser representative, but if any Stockholder appoints another purchaser representative, such Stockholder shall be permitted responsible for the fees and expenses of the purchaser representative so appointed. (b) Subject to share all such information with the investment banking firms (or other potential investorsSection 7(d), Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with each of the Loan and the Loan Documents or the applicable Secondary Market Transaction. It is understood Stockholders agrees that the information provided by Guarantor to Lender may ultimately be incorporated into the offering documents for the Secondary Market Transaction and thus various investors may also see in any transaction in which such Stockholder sells some or all of the information. Lender Common Stock and/or Vested Options held by such Stockholder (pursuant to this Agreement or otherwise, and all 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 aforesaid third-party advisors 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 professional firms shall be entitled to rely on are not otherwise paid by the information supplied by, Company or on behalf of, Guarantor in the form as provided acquiring party. (c) If any action by Guarantor. Lender may publicize the existence of the Loan Wesco Stockholders is required in connection with any transaction giving rise to a Tag-Along Right or a Bring-Along Right, a Qualified Public Offering or any Company Sale, each Wesco Stockholder shall take such actions as may be reasonably requested by the Company or the Carlyle Stockholders in connection therewith, 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, (ii) shall execute any Common Stock purchase agreement, merger agreement or other agreement in reasonably customary form entered into with the Third Party Purchaser with respect to such transaction memorializing the definitive Third Party Terms of such transaction and any ancillary agreement with respect thereto, so long as such agreements do not place disproportionate costs, expenses, risks or potential liability on the Wesco Stockholders as compared to any other Stockholders, (iii) shall vote the Common Stock held by such Wesco Stockholder in favor of such transaction, (iv) shall use its marketing for a Secondary Market Transaction reasonable best efforts to cause its Director nominee to vote in favor of such transaction (including without limitation by removal or otherwise as part replacement of its business developmentany such Director) and (v) shall refrain from the exercise of dissenters’ appraisal rights with respect to such transaction.

Cooperation. Guarantor acknowledges 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 Parent in connection with any Financing, including 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 Lender 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 successors Subsidiaries as may be reasonably requested by Parent in connection with any Financing, including all financial information required by the Financing Sources and assigns may (i) sell this Guarantyall financial statements, the Note financial data, audit reports and other Loan Documents 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 one or more investors as a whole loan, deliver customary “comfort” (iiincluding customary “negative assurance” comfort) participate the Loan secured by this Guaranty to one or more investors, (iii) deposit this Guaranty, 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 effecting any such Secondary Market Transaction and shall cooperate to 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 may reasonably request from independent auditors in connection with such Secondary Market Transaction. In additionoffering which such auditors are prepared to provide upon completion of customary procedures (collectively, Guarantor shall make available 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 Lender all information concerning deliver accountants’ comfort letters (including customary negative assurances); (e) cause its business 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 operations 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 Lender may reasonably request. Lender the effectiveness of any definitive documentation executed by the Company or any Company Subsidiary shall be permitted 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 Required 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 Company agrees that Parent and its Affiliates may share all information regarding the Company and its Subsidiaries, including 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 the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan 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 comment on the portions of such marketing materials relating to the Company prior to the dissemination of such materials to any counterparties to any proposed financing transaction (or filing with any Governmental Authority); provided that the Company shall communicate in writing its comments, if any, to Parent and its counsel within a reasonable period of time under the circumstances and consistent with the time accorded to other participants who were asked to review and comment on such marketing materials. Parent shall promptly, upon request by the Company, reimburse the Company for a Secondary Market Transaction all reasonable and documented out-of-pocket costs and expenses incurred by the Company or otherwise as part any of its business developmentSubsidiaries and their respective representatives in connection with any Financing, including the cooperation of the Company and its Subsidiaries and representatives contemplated by this Section 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. Guarantor acknowledges that Lender and its successors and assigns may (i) sell this Guaranty, The Representative (acting on behalf of the Note Stockholders) and other Loan Documents to one or more investors as a whole loan, (ii) participate the Loan secured by this Guaranty to one or more investors, (iii) deposit this Guaranty, 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 Parent shall cooperate reasonably with Lender in effecting any such Secondary Market Transaction respect to (a) the preparation and shall cooperate filing of all Pre-Closing Tax Returns and Straddle Period Tax Returns with respect to implement the Company and its Subsidiaries and (b) the resolution of all customary disputes with and reasonable requirements imposed audits by any Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor shall provide such information and documents a Taxing Authority relating to Guarantor as Lender may Taxes of the Company or any of its Subsidiaries for a Pre-Closing Tax Period or Straddle Period, including, but not limited to, giving each other reasonable access to records, personnel or powers of attorney reasonably request necessary in connection with such Secondary Market TransactionTaxes of the Company or any of its Subsidiaries, and cooperating, as necessary, in responding to any inquiries, audits or similar proceedings by any Taxing Authority relating to such Taxes of the Company or any of its Subsidiaries (each, a “Tax Matter”). In additionSubject to the foregoing, Guarantor (x) with regard to any Tax Matter that concerns any Pre-Closing Tax Return, Parent shall make available to Lender all information concerning its business manage and operations that Lender may reasonably request. Lender shall be permitted to share all control such information with the investment banking firms (or other potential investors), Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan Tax Matter 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 thus various investors may also see some or all of the information. Lender and all of the aforesaid third-party advisors and professional firms Representative shall be entitled to rely 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 information supplied byClosing 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 on behalf of(2) 180 days after the expiration of the statute of limitations (including any extensions thereof) of the respective taxable periods, Guarantor 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, 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 form as provided by Guarantor. Lender may publicize the existence possession of the Loan Company or its Subsidiaries on the Closing Date or produced thereafter by the 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 Tax Matter involving a Pre-Closing Tax Period or Pre-Closing Straddle Period. For the avoidance of doubt, reference in the prior sentence to books and records includes any workpaper, schedule, 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 (including with respect to the transactions contemplated hereby). The Representative shall make all information with respect to Taxes pertinent to the Company or its marketing Subsidiaries relating to any Pre-Closing Tax Period or Pre-Closing Straddle Period in Representative’s possession on the Closing Date available to Parent to enable Parent and its Affiliates to properly compute their taxable income. Parent and the Surviving Corporation, on one hand, and the Representative, on the other hand, shall provide any necessary consents and powers of attorney required by the other party for a Secondary Market Transaction such other party to conduct and control Tax Matters with respect to the Surviving Corporation and its Subsidiaries for which such party has control hereunder. For the avoidance of doubt, nothing in this Section 7.12(c)(ii) shall require the Parent, the Surviving Corporation or otherwise as part any of its business developmentSubsidiaries to prepare or produce outside the ordinary course of their respective businesses any books or records with respect to taxable periods beginning before the Closing Date.

Cooperation. Guarantor (a) Borrower acknowledges that Lender and its successors and assigns may (i) sell sell, transfer or assign this GuarantyLoan Agreement, the Note and other Loan Security Documents to a trust or to one or more investors as a whole loan, loan in a rated or unrated public offering or private placement; (ii) participate grant participation interests in the Loan secured by this Guaranty to one or more investors, investors in a rated or unrated public offering or private placement; (iii) deposit this GuarantyLoan Agreement, the Note and other Loan Security Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, assets in a rated or unrated public offering or private placement; or (iv) otherwise sell the Loan or interest 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 each referred to as “Secondary Market TransactionTransactions”). Guarantor Borrower shall cooperate in good faith with Lender in effecting (but shall not be obligated to incur any out-of-pocket expense) to effect any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor NRSRO involved in any Secondary Market Transaction. Guarantor shall provide , including: (i) making available to Lender all readily available information concerning Borrower’s business and operations which Lender may reasonably request, including financial information relating to the Mortgaged Property and such other information and documents relating to Guarantor Borrower, Tenant, the Lease or any Mortgaged Property as Lender may reasonably request; (ii) 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), 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 such the Secondary Market Transaction. In addition, Guarantor shall make available to Lender ; and (iii) at Lender’s cost and expense making 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 (structural or other potential investors)changes to the Loan, Rating Agenciesmodifying any documents evidencing or securing the Loan, accounting firmsmodifying the organizational documents of Borrower, law firms and other third-party advisory firms involved with using reasonable efforts to cause 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 thus various investors may also see some or all modification of the information. Lender Lease, delivering opinions of counsel acceptable to the Rating Agencies and all addressing such matters as the Rating Agencies may require; provided, however, that Borrower will not be required to modify the amortization schedule of the aforesaid third-party advisors and professional firms shall be entitled Loan, alter Borrower’s contingent liabilities, alter the Rents payable under the Lease, alter the Termination Value computed pursuant to rely on Schedule C of the information supplied by, Lease or on behalf of, Guarantor in the form as provided by Guarantor. Lender may publicize the existence modify any term of the Loan if such modification would adversely affect Borrower in connection with its marketing for a Secondary Market Transaction any material respect nor be required to modify the provisions of Article 5, or otherwise as part of its business development.Sections 9.01, this Section 12.12 or Section 12.13

Cooperation. Guarantor acknowledges that 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 and Borrower Principal shall use reasonable efforts to provide information not in the possession of the holder of the Note in order to satisfy the market standards to which the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by, in connection with the issuance of Securities, the Rating Agencies, in connection with such sales or transfers, including, without limitation, to: (a) provide updated financial, budget and other information with respect to the Properties, Borrower, Borrower Principal and WPC and provide modifications and/or updates to the appraisals, market studies, environmental reviews and reports (Phase I reports and, if appropriate, Phase II reports) and 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 the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and its successors the Rating Agencies; (b) make changes to the organizational documents of Borrower, any SPE Component Entity and assigns their respective principals; (c) at Borrower's expense, cause counsel to render or update existing opinion letters as to enforceability and non-consolidation, and a 10b-5 comfort letter, which may be relied upon by the holder of the Note, the Rating Agencies and their respective counsel, which shall be dated as of the closing date of the Securitization; (d) permit site inspections, appraisals, market studies and other due diligence investigations of the Properties, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be 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 other representations and warranties as may be reasonably requested by the holder of the Note or the Rating Agencies; (f) execute such amendments to the Loan Documents as may be requested by the 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 (i) sell this Guarantychange the interest rate, the Note stated maturity or the amortization of principal set forth 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 (ii) 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 Documents; (g) deliver to Lender and/or any Rating Agency, (i) one or more investors certificates executed by an officer of the Borrower certifying as a whole loanto 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; (h) have reasonably appropriate personnel participate in a bank meeting and/or presentation for the Loan secured by this Guaranty to one Rating Agencies or more investors, (iii) deposit this Guaranty, 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 Investors; and (i) through (iv) are hereinafter each referred to as “Secondary Market Transaction”). Guarantor shall cooperate with and assist Lender in effecting obtaining ratings of the Securities from two (2) or more of the Rating Agencies. All actual, out-of-pocket reasonable third party costs and expenses incurred by Borrower or Lender in connection with Borrower's complying with requests made under this Section 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 Secondary Market Transaction 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 cooperate to implement all customary and reasonable requirements pay any fees imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor shall provide as a condition to the delivery of such information and documents relating to Guarantor as Lender may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by 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 developmentconfirmation.

Cooperation. Guarantor Borrower acknowledges that Lender and its successors and assigns may (ia) sell this GuarantyAgreement, the Note and Mortgage, the Note, the other Loan Documents Documents, and the Environmental Indemnity Agreement, and any and all servicing rights thereto to one or more investors as a whole loan, (iib) participate the Loan secured by this Guaranty to one or more investors, (iiic) deposit this GuarantyAgreement, the Note and Note, other Loan Documents 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 (ivd) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses (ia) through (ivd) are hereinafter each referred to as “Secondary Market Transaction”"SECONDARY MARKET TRANSACTION"). Guarantor Borrower shall cooperate with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor Borrower shall provide such information information, legal opinions and documents relating to Guarantor the Borrower, the Project and any tenants of the Project as Lender may reasonably request in connection with such Secondary Market TransactionTransaction at no third-party professional expense unless otherwise required by the Loan Documents. In addition, Guarantor 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 (or other potential investors)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 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, Guarantor Borrower and 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 form as provided by Guarantor. Lender may publicize omission or alleged omission to state therein a material fact required to be stated in such information or necessary in order to make the existence statements in such information, or in light of the Loan in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business developmentcircumstances under which they were made, not misleading.

Cooperation. Guarantor acknowledges that Lender 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 and its successors and assigns may Borrower Principal shall use reasonable efforts to provide updates of the information (i) sell this Guarantydelivered by Borrower under Section 3.20 hereof or (ii) required to be delivered by Borrower under Article 5 hereof, including, without limitation, to: (a) provide updated financial, budget and other information with respect to the Property, Borrower, Borrower Principal and Manager (all of the foregoing being referred to as the "PROVIDED INFORMATION"); (b) make changes to the organizational documents of Borrower, any SPE Component Entity and their respective principals; (c) at Borrower's expense, cause counsel to render or update existing opinion letters as to enforceability and non-consolidation, which may be relied upon by the holder of the Note, the Note Rating Agencies and their respective counsel, which shall be dated as of the closing date of the Securitization; (d) at Lender's sole cost and expense, permit site inspections in accordance with the terms of this Agreement, appraisals, market studies and other due diligence investigations of the 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) intentionally deleted; (f) execute such amendments to the Loan Documents as may be requested by the 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 (i) change the interest rate, the stated maturity or the amortization of principal set forth 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 (ii) 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; (g) deliver to Lender and/or any Rating Agency one or more investors certificates executed by an officer of Borrower certifying as a whole loanto the accuracy, (ii) participate as of the closing date of the Securitization, of all representations made by Borrower in the Loan secured by this Guaranty Documents as of the Closing Date or, if such representations are no longer accurate, certifying as to one what modifications to the representations would be required to 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 more investors, (iii) deposit this Guaranty, 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 Investors; (i) through (iv) are hereinafter each referred to as “Secondary Market Transaction”). Guarantor shall cooperate with and assist Lender in effecting obtaining ratings of the Securities from two (2) or more of the Rating Agencies; and (j) if required by any Rating Agency, deliver, at Borrower's sole cost and expense and within fifteen (15) Business Days of Lender's request therefore, (1) opinions relating to 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 Secondary Market Transaction opinions shall be given by a law firm acceptable to such Rating Agency and shall cooperate otherwise be in form and substance acceptable to implement 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 connection with Borrower's complying with requests made under this Section 13.4 shall be paid by Borrower. Lender shall be responsible for all customary of its out-of-pocket costs in connection with a securitization. In the event that Borrower requests any consent or approval hereunder and reasonable requirements 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 or potential investor involved in as a condition to the delivery of such confirmation. Lender agrees, upon request, to use commercially reasonable efforts to cooperate with Borrower and to facilitate Borrower's efforts to obtain any Secondary Market Transaction. Guarantor such rating confirmation as required hereunder, which cooperation shall provide such include supplying the Rating Agencies with copies of reports, documents and other information and documents relating materials provided to Guarantor as Lender may reasonably request 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 Secondary Market Transaction. In addition, Guarantor shall make available cooperation or (2) Lender's agreement hereunder to cooperate with Borrower in obtaining a rating confirmation obligate 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 institute (or other potential investors)threaten to institute) or participate in (or threaten to participate in) any litigation, 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 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 bysuits, or on behalf of, Guarantor proceedings at law or in the form as provided by Guarantor. Lender may publicize the existence of the Loan equity against any Rating Agency in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business developmentBorrower's efforts to obtain such rating confirmation.

Cooperation. Guarantor (a) Borrower acknowledges that Lender and its successors and assigns may without notice to or consent from Borrower (i) sell this GuarantyAgreement, the Note and Mortgage, the Note, the other Loan Documents Documents, and any and all servicing rights thereto to one or more investors as a whole loan, (ii) participate the Loan secured by this Guaranty to one or more investors, (iii) deposit this GuarantyAgreement, 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 interest interests therein to investors (the transactions referred to in clauses (i) through (iv) are hereinafter each referred to as a “Secondary Market Transaction”). Guarantor Borrower shall cooperate with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor rating agency involved in any Secondary Market Transaction. Guarantor 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 reasonably request in connection with such Secondary Market Transaction, together with such opinion(s) of counsel as Lender may reasonably request. In addition, Guarantor 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 (or other potential investors)firms, Rating Agenciesrating 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 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, by or on behalf of, Guarantor in of Borrower. ▇▇▇▇▇▇▇▇ also agrees to execute any amendment of or supplement to this Agreement and the form other Loan Documents as provided by Guarantor. Lender may publicize reasonably request in connection with any Secondary Market Transaction, provided that such amendment or supplement does not change any of the existence 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 marketing for a Secondary Market Transaction own expense, at any time, to modify the Loan in order to create one or otherwise 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 part 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 business developmentdirect 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) as a result of an Event of Default or the Loan becoming specially serviced, an enforcement, refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents or of any insolvency or bankruptcy proceeding; (B) 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 Servicing Agreement or the trustee, which fees may be due and payable under the Servicing Agreement on a periodic or continuing basis; (C) the costs of all property inspections and/or appraisals of the 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 regular annual inspections required to be borne by Servicer under the Servicing Agreement); or (D) any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, assumption or modification of the Loan.

Cooperation. Guarantor acknowledges that Lender If requested by the managing underwriter in a Purchaser Qualified IPO or Alipay Qualified IPO, as applicable, following the Issuance Closing, the Seller shall, and shall cause its successors and assigns may 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) sell this Guaranty, the Note any statutory lock-up period and other Loan Documents to one or more investors as a whole loan, (ii) participate a period that the Loan secured managing underwriter reasonably determines to be customary for major stockholders in a large initial public offering after consultation with the Seller; provided, that in the 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 this Guaranty any other seller of Equity Securities of the Purchaser or Alipay, as applicable, in the offering (including any management seller) that is expected to one sell shares constituting more than 20% of the aggregate shares to be offered in the offering. If the Seller or more investorsany of its Subsidiaries is selling equity interests in the Purchaser Qualified IPO or Alipay Qualified IPO, (iii) deposit this Guarantyas applicable, the Note Seller and such Subsidiaries shall enter into customary underwriting 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 effecting any such Secondary Market Transaction agreements and shall cooperate to 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 may reasonably request documentation in connection with such Secondary Market Transactionoffering 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. In additionIf the Seller or any of its Subsidiaries is selling equity interests in the Purchaser Qualified IPO or Alipay Qualified IPO, Guarantor the Purchaser shall make 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, at the recommendation or request of the managing underwriter, making its officers available to Lender all information concerning its business participate in “road show,” “one on one” and operations that Lender may reasonably requestother customary marketing activities in such locations as recommended by the managing underwriter. Lender All costs and expenses incurred by the Purchaser or Alipay in the Purchaser Qualified IPO or Alipay Qualified IPO shall be permitted to share all such information with borne by the investment banking firms (Purchaser or other potential investors)Alipay, 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 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, Guarantor in the form as provided by 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 developmentapplicable.

Cooperation. Guarantor acknowledges (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 Parent that Lender is customary and its successors necessary in connection with arranging, obtaining and assigns may 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) sell this Guarantymake appropriate members of the senior management, representatives and advisors of the Note Company and other Loan Documents its Subsidiaries available to one or more investors participate in informational meetings with potential lenders at such times and places as a whole loanParent and its Financing Sources may reasonably request, (ii) participate ensure that the Loan secured by this Guaranty syndication efforts with respect to one or more investorsthe Financing benefit from the existing lending relationships of the Company, (iii) deposit this Guaranty, the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest assist in the trust assetspreparation of a customary confidential information memorandum to be used in the syndication of the Financing, or 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) otherwise sell the Loan provide or interest therein cause 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 effecting any such Secondary Market Transaction and shall cooperate to implement all be provided customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor shall provide such 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 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 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 relating 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 Guarantor any contractual agreement in effect, facilitate the pledging of collateral for the Financing, and (viii) take such other actions as Lender may reasonably request 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 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 Secondary Market Transactionlogos 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. In additionParent shall indemnify and hold harmless the Company and Subsidiaries (and their respective Representatives) from and against any and all losses, Guarantor 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 make available be kept confidential in accordance with the Confidentiality Agreement. Notwithstanding anything to Lender all information concerning 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 operations that Lender Parent, its Affiliates and such Financing Sources may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan Financing Sources in connection with its any marketing for a Secondary Market Transaction or otherwise as part efforts in connection with the Financing, provided that the recipients of its business developmentsuch information agree to customary confidentiality arrangements and acknowledgments from such recipients of their receipt of material non-public information in compliance with applicable procedures and Laws.

Cooperation. Guarantor Each Borrower acknowledges that subject to the terms and conditions of this Section 11.2, each Lender and its successors and assigns may (ia) sell sell, transfer or assign this GuarantyAgreement, the Note and the other Loan Documents to one or more investors as a whole loan, in rated or unrated public offering or private placement, (iib) participate the Loan secured by this Guaranty to one or more investorsinvestors in rated or unrated public offering or private placement, (iiic) deposit this Guaranty, the Note and other Loan Documents with a trust, trust which trust may sell certificates to investors evidencing an ownership interest in the trust assetsassets in rated or unrated public offering or private placement, or (ivd) otherwise sell the Loan or interest therein to investors in rated or unrated public offering or private placement (the transactions referred to in clauses (ia) through (ivd) are hereinafter each referred to as “Secondary Market TransactionTransactions”). Guarantor Each Borrower shall cooperate in good faith with Administrative Agent and Lender in effecting any such Secondary Market Transaction Transactions and shall cooperate in good faith to implement all customary and reasonable requirements reasonably imposed by any Rating Agency or potential investor the participants involved in any Secondary Market TransactionTransaction (including, without limitation, an institutional purchaser participant or investor) including, without limitation, (A) all structural or other changes to the Loan, (B) all modifications to any documents evidencing or securing the Loan, (C) within 30 days of request by Agent or Lender, (x) the appointment of an Independent Manager for each Borrower and (y) the delivery of opinions of counsel, including with respect to non-consolidation, reasonably acceptable to such other purchasers, participants, or investors may reasonably require; provided, however, that Borrowers shall not be required to modify any documents evidencing or securing the Loan which would (i) modify the interest rate payable under the Note, (ii) modify the stated maturity of the Note, (iii) modify the amortization of principal of the Note, (iv) modify or conflict with any other material terms or covenants of the Loan, (v) increase the Borrowers or Emeritus’ liability or obligations under the Loan Documents or (vii) reduce the Borrowers or Emeritus’ rights under the Loan Documents. Guarantor The Borrowers shall provide such information and documents relating to Guarantor as Lender the Borrowers, Emeritus and the Facilities. Borrower acknowledges that certain information regarding the Loan, Emeritus and the Facilities may reasonably request be included in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (private placement memorandum prospectus or other potential investors), 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 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, Guarantor in the form as provided by 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 developmentdisclosure documents.

Cooperation. Guarantor acknowledges that Lender If requested by the managing underwriter in a Purchaser Qualified IPO or Alipay Qualified IPO, as applicable, following the earliest occurrence of any Issuance, the Seller shall, and shall cause its successors and assigns may 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) sell this Guaranty, the Note any statutory lock-up period and other Loan Documents to one or more investors as a whole loan, (ii) participate a period that the Loan secured managing underwriter reasonably determines to be customary for major stockholders in a large initial public offering after consultation with the Seller; provided, that in the 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 this Guaranty any other seller of Equity Securities of the Purchaser or Alipay, as applicable, in the offering (including any management seller) that is expected to one sell shares constituting more than 20% of the aggregate shares to be offered in the offering. If the Seller or more investorsany of its Subsidiaries is selling equity interests in the Purchaser Qualified IPO or Alipay Qualified IPO, (iii) deposit this Guarantyas applicable, the Note Seller and such Subsidiaries shall enter into customary underwriting 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 effecting any such Secondary Market Transaction agreements and shall cooperate to 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 may reasonably request documentation in connection with such Secondary Market Transactionoffering 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. In additionIf the Seller or any of its Subsidiaries is selling equity interests in the Purchaser Qualified IPO or Alipay Qualified IPO, Guarantor the Purchaser shall make 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, at the recommendation or request of the managing underwriter, making its officers available to Lender all information concerning its business participate in “road show,” “one on one” and operations that Lender may reasonably requestother customary marketing activities in such locations as recommended by the managing underwriter. Lender All costs and expenses incurred by the Purchaser or Alipay in the Purchaser Qualified IPO or Alipay Qualified IPO shall be permitted to share all such information with borne by the investment banking firms (Purchaser or other potential investors)Alipay, 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 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, Guarantor in the form as provided by 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 developmentapplicable.

Cooperation. Each Guarantor acknowledges that Lender and its successors and assigns may (ia) sell this Guaranty, the Note and other Loan Documents to one or more investors as a whole loan, (iib) participate the Loan secured by this Guaranty to one or more investors, (iiic) deposit this Guaranty, 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 (ivd) otherwise sell the Loan or interest one or more interests therein to investors (the transactions referred to in clauses (ia) through (ivd) are hereinafter each referred to as “Secondary Market TransactionTransactions”). 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 customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction. Each Guarantor shall provide such information and documents relating to Guarantor such Guarantor, Borrowers, Mortgage Borrowers, the Properties and any tenants of the Improvements as Lender may reasonably request in connection with such Secondary Market Transaction. In addition, each Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably requestrequest in connection with such Secondary Market Transaction. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors)firms, Rating Agencies, accounting firms, law firms and other third-third party advisory firms involved with the Loan and the Loan Documents or the applicable Secondary Market TransactionTransaction 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 thus that various investors may also see some or all of the information. Lender and all of the aforesaid third-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 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, the cost of any reports, certifications or opinions required of Guarantors in connection with any such transaction. No such transaction shall result in a material increase in the obligations or potential liability of Guarantors under this Guaranty and the Loan Documents by reason of any requested covenant, representation, warranty, indemnity or certification or otherwise. Without limitation on the foregoing, in no event shall Guarantors have liability (by way of certification, indemnity or otherwise) 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 extent any material misstatements or omissions are contained in such third party reports as a result of conduct by Borrower that is otherwise subject to the exclusions from exculpation provided under Section 1.2.

Cooperation. Guarantor Mortgagor acknowledges that Lender Mortgagee and its successors and assigns may (ia) sell this GuarantyMortgage, the Note and other Loan Documents to one or more investors as a whole loan, (iib) participate the Loan secured by this Guaranty to one or more investors, (iiic) deposit this GuarantyMortgage, the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, assets or (ivd) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses (ia) through (ivd) are hereinafter each referred to as “Secondary Market Transaction”"SECONDARY MARKET TRANSACTIONS"). Guarantor Mortgagor shall cooperate in good faith with Lender Mortgagee (aa) in effecting any such Secondary Market Transaction and shall cooperate (bb) to implement all customary and reasonable requirements imposed by any the Rating Agency or potential investor involved in any Secondary Market TransactionTransaction including, without limitation, all structural or other changes to the Loan, modifications to any documents evidencing or securing the Loan, delivery of opinions of counsel acceptable to the Rating Agency and addressing such matters as the Rating Agency may require; PROVIDED, HOWEVER, that Mortgagor shall not be required to modify any documents evidencing or securing the Loan which would modify (i) the interest rate payable under the Note, (ii) the stated maturity of the Note, (iii) the amortization of principal of the Note or (iv) any other material economic term of the Loan. Guarantor Mortgagor shall provide such information and documents relating to Guarantor Mortgagor, Guarantor, if any, the Mortgaged Property, the Leases and the tenants thereunder as Lender Mortgagee may reasonably request in connection with such a Secondary Market Transaction. In additionMortgagee shall have the right to provide to prospective investors any information in its possession, Guarantor shall make available including, without limitation, financial statements relating to Lender all Mortgagor, the Guarantor, if any, the Mortgaged Property and the tenants under the Leases. Mortgagor acknowledges that certain 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), Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with regarding the Loan and the Loan Documents parties thereto and the Mortgaged Property may be included in a private placement memorandum, prospectus 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 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, Guarantor in the form as provided by 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 developmentother disclosure documents.

Cooperation. Guarantor acknowledges For as long as any such Trademarks are licensed hereunder, the Parties shall fully cooperate with each other in their efforts to maintain and enforce Spinco’s rights in the Spinco Group Licensed Trademarks; provided that Lender all reasonable, documented costs and expenses incurred by WDC and its successors Affiliates and assigns may sublicensees in fulfilling its and their obligations hereunder shall be borne by WDC, unless otherwise agreed in writing by the Parties. With respect to any Proceeding alleging the infringement, dilution, tarnishment, unfair competition or passing off by a third party of, or with respect to the Spinco Group Licensed Trademarks, or contesting the validity of the Spinco Group Licensed Trademarks or the Spinco Group’s ownership thereof (i) sell this Guarantyeach a “Spinco Trademark Claim”), Spinco shall have primary responsibility therefor and shall assume, conduct and direct the Note prosecution and/or defense of such Proceeding, as applicable, utilizing counsel and other Loan Documents to one or more investors as a whole loanresources of its own choosing; provided that WDC shall, (ii) participate the Loan secured by this Guaranty to one or more investors, (iii) deposit this Guaranty, 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 effecting any such Secondary Market Transaction and shall cooperate 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 Proceeding, and to implement all customary make its and reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor shall provide such information their relevant personnel, records and documents relating to Guarantor as Lender may facilities reasonably request available in connection with such Secondary Market Transactionassistance, each at WDC’s expense. For as long as any such Trademarks are licensed hereunder, each Party will promptly notify the other Party of its receipt or firsthand knowledge of any active or threatened Spinco Trademark Claim. In addition, Guarantor WDC and its Affiliates and sublicensees 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), Rating Agencies, accounting firms, law firms and other promptly notify Spinco of any third-party advisory firms involved acts or other circumstances that come to its and 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 the Loan respect to a Proceeding; and the Loan Documents (ii) deliver to Spinco a copy of all pleadings, correspondence and other material documents respecting a Proceeding. WDC and its Affiliates and sublicensees shall not enter into any settlement, release, waiver, quitclaim or the applicable Secondary Market Transaction. It is understood that the information provided similar disposition of any Proceeding or Spinco Trademark Claim without first obtaining Spinco’s prior written authorization, and any purported agreement or understanding made by Guarantor WDC or its Affiliates or sublicensees 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 such effect in absence of the information. Lender and all of the aforesaid third-party advisors and professional firms such written authorization 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 its marketing for a Secondary Market Transaction or otherwise as part of its business developmentvoid.

Cooperation. Guarantor acknowledges that Lender and its successors and assigns may Subject to the restrictions of Article II of the Funding Loan Agreement, at the Funding Lender’s or the Servicer’s request (i) sell to the extent not already required to be provided by the Borrower under this GuarantyBorrower Loan Agreement), the Note and other Loan Documents Borrower 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 Funding Lender or the Servicer in connection with one or more investors as a whole loan, permitted sales or assignments of the Borrower Loan or participations therein or securitizations of single or multi-class securities (iithe “Securities”) participate the Loan secured by this Guaranty to one or more investorsevidencing ownership interests in all or a portion of the Borrower Loan (each such sale, (iii) deposit this Guarantyassignment and/or securitization, 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 ; provided that the Borrower shall cooperate not incur any third party or other out-of-pocket costs and expenses in connection with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any a Secondary Market Transaction, including the costs associated with the delivery of any Provided Information or any opinion required in connection therewith, and all such costs shall be paid by the Funding Lender or the Servicer, and shall not materially modify Borrower’s rights or obligations. Guarantor shall Without limiting the generality of the foregoing, the Borrower shall, so long as the Borrower Loan is still outstanding: (i) provide such financial and other information with respect to the Borrower Loan, and documents with respect to the Project, the Borrower, the Manager, the contractor of the Project or the Borrower Controlling Entity, (ii) provide financial statements, audited, if available, relating to Guarantor the Project with customary disclaimers for any forward looking statements or lack of audit, and (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 and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the Project, as may be reasonably requested from time to time by the Funding Lender or the Servicer or the Rating Agencies or as may reasonably request be necessary or appropriate in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan in connection with its marketing for 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 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; (b) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Project, 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 representations and warranties as they exist on the date thereof; and (c) execute such amendments to the Borrower Loan Documents and the Funding Loan Documents to accommodate such Secondary Market Transaction so long as such amendment does not affect the material economic terms of the Borrower Loan Documents and the Funding Loan Documents and is not otherwise as part of adverse to such party in its business developmentreasonable discretion.

Cooperation. Guarantor acknowledges that Lender and its successors and assigns may Subject to the restrictions of Section 2.4 of the Funding Loan Agreement, at the Funding Lender’s or the Servicer’s request (i) sell to the extent not already required to be provided by the Borrower under this GuarantyBorrower Loan Agreement), the Note and other Loan Documents Borrower 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 Funding Lender or the Servicer in connection with one or more investors as sales or assignments of all or a whole loan, portion of the Borrower Loan or participations therein or securitizations of single or multi-class securities (iithe “Securities”) participate the Loan secured by this Guaranty to one or more investorsevidencing ownership interests in all or a portion of the Borrower Loan (each such sale, (iii) deposit this Guarantyassignment and/or securitization, 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 ; provided that neither the Borrower nor the Governmental Lender shall cooperate incur any third party or other out-of-pocket costs and expenses in connection with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any a Secondary Market Transaction, including the costs associated with the delivery of any Provided Information or any opinion required in connection therewith, and all such costs shall be paid by the Funding Lender or the Servicer, and shall not materially modify Borrower’s rights or obligations. Guarantor shall Without limiting the generality of the foregoing, the Borrower shall, so long as the Borrower Loan is still outstanding: (i) provide such financial and other information with respect to the Borrower Loan, and documents with respect to the Project, the Borrower, the Manager, the contractor of the Project or the Borrower Controlling Entity, (ii) provide financial statements, audited, if available, relating to Guarantor the Project with customary disclaimers for any forward looking statements or lack of audit, and (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 and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the Project, as may be reasonably requested from time to time by the Funding Lender or the Servicer or the Rating Agencies or as may reasonably request be necessary or appropriate in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan in connection with its marketing for 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 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; (b) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Project, 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 representations and warranties as they exist on the date thereof; and (c) execute such amendments to the Borrower Loan Documents and the Funding Loan Documents to accommodate such Secondary Market Transaction so long as such amendment does not affect the material economic terms of the Borrower Loan Documents and the Funding Loan Documents and is not otherwise as part of adverse to the Borrower in its business developmentreasonable discretion.

Cooperation. Guarantor acknowledges that Lender and its successors and assigns may (ia) sell this Guaranty, the Note and the other Loan Documents to one or more investors as a whole loan, (iib) participate the Loan secured by this Guaranty to one or more investors, (iiic) deposit this Guaranty, 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 (ivd) otherwise sell the Loan or interest one or more interests therein to investors (the transactions referred to in clauses (ia) through (ivd) are hereinafter each referred to as “Secondary Market TransactionTransactions”). Guarantor shall cooperate with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction; provided, however, that 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 this Guaranty if such modification or amendment would (i) have a material adverse economic effect on Guarantor, (ii) modify or amend any other material economic term of this Guaranty, or (iii) otherwise materially increase the obligations or decrease the rights of Guarantor pursuant to this Guaranty. Guarantor shall provide such information and documents relating to Guarantor Guarantor, either Borrower, the Properties, the Collateral, and, to the extent available using commercially reasonable efforts, any tenants of the Improvements as Lender may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors)firms, Rating Agencies, accounting firms, law firms and other third-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 thus that various investors may also see some or all of the information. Lender and all of the aforesaid third-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 its marketing for a Secondary Market Transaction Transaction, or otherwise as part of its business development.

Cooperation. Guarantor acknowledges that Lender Borrowers and its successors and assigns may (i) sell this Guaranty, the Note and other Loan Documents Borrower Principal agree to one or more investors as a whole loan, (ii) participate the Loan secured by this Guaranty to one or more investors, (iii) deposit this Guaranty, 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 effecting 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 Secondary Market Transaction 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 Principal shall use reasonable efforts to provide information not in the possession of the holder of the Note in order to satisfy the market standards to which the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with such sales or transfers and take such actions as requested by Lender in connection with the Securitization, including, without limitation, to: (a) provide updated financial, budget and other information with respect to the Individual Properties, Borrowers and Borrower Principal and provide modifications and/or updates to the appraisals, market studies, environmental reviews and reports (Phase I reports and, if appropriate, Phase II reports) and engineering reports of any Individual Property obtained in connection with the making of the Loan (all of the foregoing being referred to as the “Provided Information”); (b) make changes to the organizational documents of 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 required by the Rating Agencies, Borrowers shall obtain a new New York enforceability opinion from counsel acceptable to Lender, which shall be in form and substance acceptable to Lender, the Rating Agencies and the Investors, which may be relied upon by the holder of the Note, the Rating Agencies and their respective counsel, which shall be dated as of the closing date of the Securitization; (d) permit site inspections, appraisals, market studies and other due diligence investigations of any or all of the 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 other representations and warranties as may be reasonably requested by the holder of the Note or the Rating Agencies; (f) execute such amendments to the Loan Documents as may be requested by the 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 Borrowers shall not be required to modify or amend any Loan Document if such modification or amendment would (i) change the interest rate, the stated maturity or the amortization of principal set forth 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 (ii) 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; (g) deliver to Lender and/or any Rating Agency, (i) one or more certificates executed by an officer of Borrowers certifying as 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 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 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 (i) cooperate with and assist Lender in obtaining ratings of the Securities from two (2) or more of the Rating Agencies. All reasonable third party costs and expenses incurred by Borrowers or Lender in connection with Borrowers’ complying with requests made under this Section 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 implement 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 customary of the costs and reasonable requirements 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 or potential investor involved in any Secondary Market Transaction. Guarantor shall provide as a condition to the delivery of such information and documents relating to Guarantor as Lender may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by 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 developmentconfirmation.

Cooperation. Guarantor acknowledges that Lender Each Financing Cooperation Provider agrees to use its commercially reasonable efforts to provide such assistance (and to cause its subsidiaries and its successors and assigns may 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 the applicable Financing Cooperation Recipient. Such assistance shall include, but not be limited to, the following: (i) sell this Guarantydelivery by the Company to Buyer of (x) the Debt Financing Required Information with respect to the Buyer Debt Financing and (y) in the case of a Buyer Public Equity Offering, information of the Note type contemplated by clauses (1) (with respect to investor and other Loan Documents road show presentation), (4) and (5) of the definition of “Debt Financing Required Information” as if references to one or more investors as Buyer Debt Financing therein were references to a whole loan, Buyer Public Equity Offering; (ii) participate participation, including by officers of appropriate seniority and experience, in and assistance with the Loan secured by this Guaranty to one or more investors, preparation and negotiation of the applicable Debt Financing Documents; (iii) deposit this Guarantyparticipation, the Note including by officers of appropriate seniority and other Loan Documents experience, in and assistance with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, or (ivx) 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 effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed Debt Marketing Activity undertaken 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 may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan Financing Cooperation Recipient in connection with its marketing Applicable Financing Transaction and (y) Equity Marketing Activity undertaken by Buyer in connection with any Buyer Public Equity Financing; (iv) delivery 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, to the extent requested by Buyer at least nine Business Days prior to the Closing Date; (v) take such other actions as are reasonably requested by the 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, as applicable, that are within its control; (vi) provide to applicable Financing Cooperation Recipient such information as may be 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 Secondary Market Transaction material fact or otherwise as part omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading; and (vii) inform the applicable Financing Cooperation Recipient promptly in writing if the applicable Financing Cooperation Provider (A) concludes that any previously issued financial statement of such Financing Cooperation Provider or any of its business developmentSubsidiaries included in any materials with respect to the Applicable Financing Transaction of the Financing Cooperation Recipient should no longer be relied upon per Item 4.02 of Form 8-K under the Exchange Act or (B) determines that a restatement of any of such Financing Cooperation Provider’s or its Subsidiaries’ financial statements is required or reasonably likely.

Cooperation. Guarantor acknowledges that Lender Prior to the Effective Time, the Company shall use its reasonable best efforts, and shall cause each of its successors Subsidiaries to use its respective reasonable best efforts, to provide Parent with all cooperation reasonably requested by Parent to assist it in causing the conditions in the Debt Commitment Letters to be satisfied or as is otherwise customary and assigns may reasonably requested by Parent in connection with the Debt Financing, including using reasonable best efforts in connection with: (i) sell this Guarantyparticipating in a reasonable and limited number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies to the Note extent customary for the Debt Financing contemplated by the Debt Commitment Letters at times and other Loan Documents locations to one or more investors as a whole loan, be mutually agreed and otherwise reasonably cooperating with the marketing efforts of Parent and the Financing Sources with respect to the Debt Financing; (ii) participate assisting Parent and the Loan secured by this Guaranty to one or more investorsFinancing Sources with the preparation of customary rating agency presentations, bank information memoranda and high-yield offering prospectuses, business projections and pro forma financial statements required in connection with the Debt Financing; (iii) deposit this Guarantyassisting Parent in connection with the preparation and registration of (but not executing) any pledge and security documents, the Note supplemental indentures, currency or interest hedging arrangements and other Loan Documents definitive financing documents as may be reasonably requested by Parent or the Financing Sources (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and accountants’ comfort letters, in each case as reasonably requested by Parent), and otherwise reasonably cooperating with a trustParent in facilitating the pledging of collateral and the granting of security interests required by the Debt Commitment Letters, which trust may sell certificates to investors evidencing an ownership interest in it being understood that such documents will not take effect until the trust assets, or Effective Time; (iv) otherwise sell the Loan or interest therein cooperating with Parent 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 effecting any such Secondary Market Transaction and shall cooperate to implement all obtain customary and reasonable requirements imposed corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, legal opinions, surveys and title insurance as reasonably requested by Parent; (v) reasonably facilitating the pledging or the reaffirmation of the pledge of collateral (including obtaining and delivering any Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor shall provide such information pay-off letters and documents relating to Guarantor as Lender may reasonably request other cooperation in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (repayment or other potential investors)retirement of existing Indebtedness and the release and termination of any and all related liens) to the extent required by the Debt Commitment Letters, Rating Agencies, accounting firms, law firms on or prior to the Closing Date; (vi) taking all corporate and other third-party advisory firms involved with actions, subject to the Loan 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 Subsidiary of the Company to the Surviving Corporation); and (B) cause the Loan Documents direct borrowing 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 thus various investors may also see some or incurrence of all of the information. Lender and all proceeds of the aforesaid third-party advisors and professional firms shall be entitled to rely on Debt Financing by the information supplied by, Surviving Corporation or on behalf of, Guarantor in any of its Subsidiaries concurrently with or immediately following the form as provided by Guarantor. Lender may publicize the existence Effective Time (including a customary certificate of an officer of the Loan Company with respect to solvency matters); and (vii) furnishing Parent and the Financing Sources promptly, and in connection any event at least three Business Days prior to the Closing Date, with its marketing for a Secondary Market Transaction or otherwise as part of its business developmentall necessary documentation and information required by regulatory authorities pursuant to applicable “know your customer” and anti-money laundering rules and regulations to the extent requested at least 10 Business Days prior to the expected Closing.

Cooperation. Guarantor acknowledges that Lender and its successors and assigns may (i) sell this GuarantyAt the request of Senior Lender, prior to the Securitization of the Senior Loan (and, 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 attempting to cause Borrower and each Junior Borrower to satisfy, the Note and other 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 the Securitization of the Senior Loan, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Senior Loan Documents or Junior Loan Documents, and to one or more investors cooperate with Senior Lender in attempting to cause Borrower and each Junior Borrower to execute such modifications to the Senior Loan Documents and Junior Loan Documents, in any such case, as a whole loanmay be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, (iiA) participate the Loan secured by no Junior Lender shall be required to modify or amend this Guaranty to one Agreement or more investors, (iii) deposit this Guaranty, the Note and other any Junior Loan Documents with (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 trust, which trust may sell certificates to investors evidencing an ownership interest in de minimis extent) any non-economic obligations or increase any economic obligations of the trust assetsapplicable Junior Borrower under the related Junior Loan Documents, or (ivII) 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 sell have any material adverse effect on the related Junior Loan, (B) no Senior Loan Modification or interest therein 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 investors 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 transactions referred 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 (iA) through (ivC) are hereinafter 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 referred Junior Lender agrees that if any portion of the Senior Loan is to be included as “Secondary Market Transaction”an asset of a Securitization, such Junior Lender shall at Senior Lender’s request (and at Senior Lender’s sole cost and expense). Guarantor shall , reasonably cooperate with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all customary and the reasonable requirements imposed by any requests of each Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor shall provide such information and documents relating to Guarantor as Senior Lender may reasonably request in connection with such Secondary Market TransactionSecuritization. In additionSenior Lender shall reimburse each Junior Lender for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees), Guarantor 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 make available 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 all information concerning that is required hereunder, and no Borrower or Junior Borrower shall be in default of its business and operations that 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 may reasonably requestrequired hereunder is not obtained. Notwithstanding anything to the contrary contained in this Section 15(j)(i) or otherwise, no Junior Lender shall be permitted required to share all 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 investment banking firms Mezzanine Securitization, including entering into (or other potential investors)consenting to, Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with as applicable) any modifications to this Agreement or the Loan and 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 applicable Secondary Market Transaction. It is understood that Senior Loan Documents and the information provided Junior Loan Documents, in any such case, as may be reasonably requested by Guarantor the Rating Agencies to consummate the Mezzanine Securitization; provided, however, neither Senior Lender may ultimately nor any Junior Lender shall be incorporated into the offering documents for the Secondary Market Transaction and thus various investors may also see some required to modify or all amend this Agreement or any Senior Loan Documents or any Junior Loan Documents (or consent to such modification of the informationSenior Loan Documents or any Junior Loan Documents, as applicable), if such modification or amendment would (A) materially increase Borrower’s obligations under the Senior Loan Documents or a Junior Borrower’s obligations under the related Junior Loan Documents, or (B) materially decrease Senior Lender’s or the related Junior Lender’s respective rights, remedies or protections thereunder, or (C) have any material 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 all 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 aforesaid third-party advisors Senior Loan has not occurred), Senior Lender and professional firms 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 be entitled to rely on at Mezzanine A Lender’s request, reasonably cooperate with the information supplied by, or on behalf of, Guarantor in the form as provided by Guarantor. reasonable requests of each Rating Agency and Mezzanine A Lender may publicize the existence of the Loan 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 (including reasonable attorneys’ fees), incurred by Senior Lender or such Junior Lender, as applicable, in considering, responding to, negotiating and implementing any cooperation, modifications or other 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 marketing for a Secondary Market Transaction Affiliates, and no successors or otherwise as part 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 business developmentobligations 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 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 provide any information with respect to any direct or indirect investors in Senior Lender or such Junior Lender , as applicable, or any Affiliates of Senior Lender or such Junior Lender (or any direct or indirect investors in any such Affiliates), as applicable, unless providing such information is required by applicable law.

Cooperation. Guarantor Each Loan Party acknowledges that Lender and its successors and assigns may (ia) sell this Guarantysell, transfer, or assign the Note and other Loan Documents to one or more investors as a whole loan, in a rated or unrated public offering or private placement; (iib) participate the Loan secured by this Guaranty to one or more investors, investors in a rated or unrated public offering or private placement; (iiic) deposit this Guaranty, the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, assets in a rated or unrated public offering or private placement; or (ivd) 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 (i) through (iva)-(d) are hereinafter each referred to as “Secondary Market TransactionTransactions.”). Guarantor shall ) Each Loan Party shall, at Lender’s expense, cooperate in good faith with Lender in effecting any such Secondary Market Transaction and shall cooperate in good faith to implement all customary and reasonable requirements reasonably imposed by any Rating Agency or potential investor the participants involved in any Secondary Market TransactionTransaction (including, without limitation, a rating agency and/or an institutional purchaser, participant, or investor) including, without limitation, all structural or other changes to the Loan Documents, modifications to any documents to the Loan Documents, delivery of opinions of counsel acceptable to the rating agency or such other purchasers, participants or investors, and addressing such matters as the rating agency or such other purchasers, participants, or investors may require; provided, however, that the Borrower shall not be required to modify any documents evidencing or securing the Loan Documents that would modify (i) the interest rate payable under the Note, (ii) the stated Maturity Date, (iii) the amortization of principal of the Note, or (iv) any other material terms or covenants of the Note. Guarantor Each Loan Party shall provide such information and documents relating to Guarantor the Loan Parties, the Designated Affiliates, the Collateral, and any contracts or other due diligence as Lender or the rating agency or such other purchasers, participants, or investors may reasonably request in connection with such a Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted have the right to share all such provide to the rating agency or prospective purchasers, participants, or investors any information with in its possession including, without limitation, financial statements relating to the investment banking firms (Loan Parties, the Designated Affiliates, the Collateral, and any contracts or other potential investors), Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with due diligence. Each Loan Party acknowledges that certain information regarding the Loan and the Loan Documents or parties thereto and the applicable Secondary Market Transaction. It is understood that the information provided by Guarantor to Lender Collateral 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 byincluded in a private placement memorandum, prospectus, or on behalf of, Guarantor in other disclosure documents and consents to the form as provided by Guarantor. Lender may publicize the existence release of the Loan in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business developmentsuch information to third parties.

Cooperation. 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 Borrower under this Agreement, Borrower shall, and shall cause Mortgage Borrower to, use reasonable efforts to provide information not in the possession of the holder of the Note in order to satisfy the market standards to which 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 Securitization, including, without limitation, to: (a) provide updated financial, budget and other information with respect to the Collateral, the Properties, Borrower, Mortgage Borrower and Guarantor acknowledges that and provide modifications and/or updates to the appraisals, market studies, environmental reviews and reports (Phase I reports and, if appropriate, Phase II reports) and 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 the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and its successors the Rating Agencies; (b) make changes to the special purpose entity provisions of the organizational documents of Borrower, Mortgage Borrower, any SPE Component Entity and assigns their respective principals; (c) cause counsel to render or update existing opinion letters as to enforceability and non-consolidation, and a 10b-5 comfort letter, which may be relied upon by the holder of the Note, the Rating Agencies and their respective counsel, which shall be dated as of the closing date of the Securitization; (d) permit site inspections, appraisals, market studies and other due diligence investigations of the Properties, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be 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 other representations and warranties as may be reasonably requested by the holder of the Note or the Rating Agencies; (f) execute such amendments to the Loan Documents as may be requested by the 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 (i) sell this Guarantychange the interest rate, the stated 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 other Loan Documents to one weighted amortization schedule except following an Event of Default or more investors as following any prepayment (whether resulting from the application of Net Proceeds after a whole loanCasualty or Condemnation or otherwise) of any portion of the principal amount of the Loan, (ii) participate modify or amend any other economic term of the Loan, or (iii) otherwise increase the obligations or decrease the rights of Borrower under the Loan secured by this Guaranty Documents; (g) deliver to Lender and/or any Rating Agency, (i) one or more investorscertificates executed by an officer of Borrower certifying as to the accuracy, (iii) deposit this Guarantyas of the closing date of the Securitization, of all representations made by Borrower in the Note and other Loan Documents with 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; (h) have reasonably appropriate personnel participate in a trust, which trust may sell certificates to investors evidencing an ownership interest in bank meeting and/or presentation for the trust assets, Rating Agencies or (iv) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses Investors; (i) through (iv) are hereinafter each referred to as “Secondary Market Transaction”). Guarantor shall cooperate with and assist Lender in effecting obtaining ratings of the Securities from two (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 (k) upon Lender’s modification of the Selected Day pursuant to the terms of Section 2.4(e) above, Borrower shall promptly deliver to Lender such modifications to the Interest Rate Cap Agreement and the Collateral Assignment of Interest Rate Cap reasonably required by Lender as 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 such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency material cost or potential investor involved in any Secondary Market Transaction. Guarantor shall provide such information and documents relating to Guarantor as Lender may reasonably request expense in connection with such Secondary Market Transaction. In additioncomplying with requests made under this Section 13.4; provided, Guarantor shall make available however, any modifications and/or updates to Lender all information concerning its business the appraisals, market studies, environmental reviews and operations that Lender may reasonably request. Lender shall be permitted to share all such information reports (Phase I reports and, if appropriate, Phase II reports) and engineering reports of the Properties obtained in connection with the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence making of the Loan in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business developmentshall be at Lender’s cost and expense.

Cooperation. Guarantor acknowledges that Lender (a) From and after the Closing, at Buyer’s reasonable request, Parent and Seller shall, and shall cause their respective Affiliates to, cooperate with Buyer and its successors Affiliates to effect the release of the Liens established under the Master Trust Documents, including by executing and assigns may 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 the Closing Date Statement or the Final Adjustment Statement, as applicable, to 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) sell this Guarantyif, after the Note Closing, (x) Parent, Seller or 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 retained by them on account of past due rents or receivables, and other Loan Documents if received by Buyer or any of its Affiliates or agents shall be held in trust and promptly disbursed to one or more investors as a whole loan, Parent by wire transfer of immediately available funds pursuant to instructions furnished by Parent; and (ii) participate if, after the Closing, (x) Parent, Seller or 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 Reference Time (other than Parent Pre-Closing Rent Amounts), including, without limitation, 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. (d) 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 secured Repayment Amount and the Burger King Loan Repayment Amount (each 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 Guaranty to one or more investors, (iii) deposit this GuarantyAgreement and the Property Transfer Agreement, the Note Parties agree that they will cooperate to obtain, and other Loan 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 a trustthe Closing. In connection therewith, which trust may sell certificates to investors evidencing an ownership interest in the trust assetseach Party shall do and perform, or (iv) otherwise sell the Loan or interest therein cause 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 effecting any be done and performed, all such Secondary Market Transaction acts and things, and shall cooperate to implement execute and deliver all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor shall provide such information agreements, certificates, instruments and documents relating to Guarantor as Lender the Parties may reasonably request in connection 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 Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (deeds or other potential investors)instruments as are reasonably required by Buyer, Rating Agenciesor any title company of Buyer, accounting firmsin connection therewith. (g) At and after the Closing, law firms each of Seller and Parent will cooperate with Buyer to provide contact and other third-party advisory firms involved with information 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 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 thus various investors may also see some or all new ownership of the information. Lender Acquired Company Properties and all to facilitate any changes in payment 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 its marketing for a Secondary Market Transaction or otherwise as part of its business developmentrents.

Cooperation. Guarantor Borrower acknowledges that Lender and its successors and assigns may (ia) sell this GuarantyAgreement, the Note and Mortgage, the Note, the other Loan Documents Documents, and the Environmental Indemnity Agreement, and any and all servicing rights thereto to one or more investors as a whole loan, (iib) participate the Loan secured by this Guaranty to one or more investors, (iiic) deposit this GuarantyAgreement, the Note and Note, other Loan Documents 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 (ivd) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses (ia) through (ivd) are hereinafter each referred to as “Secondary Market Transaction”). Guarantor Borrower shall cooperate with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor Borrower shall provide such information information, legal opinions and documents relating to Guarantor the Borrower, the Project and any tenants of the Project as Lender may reasonably request in connection with such Secondary Market TransactionTransaction at no third party professional expense unless otherwise required by the Loan Documents. In addition, Guarantor 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 (or other potential investors)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 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, Guarantor Borrower and 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 form as provided by Guarantor. Lender may publicize omission or alleged omission to state therein a material fact required to be stated in such information or necessary in order to make the existence statements in such information, or in light of the Loan in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business developmentcircumstances under which they were made, not misleading.

Cooperation. 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 this Guaranty to one or more investors, (iii) deposit this Guaranty, the Note and other Loan Documents In connection 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 effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market Restructuring Transaction. Guarantor , CPS and the Borrower, at their sole cost and expense, shall provide such access to personnel and such information and documents relating to Guarantor 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 Lender 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, updated financial information and other due diligence investigations together with appropriate verification of such updated information and reports through letters of auditors and consultants and, as of the closing date of the Secondary Market 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 indemnities and other covenants consistent with prior CPS-sponsored Securitizations. Each of CPS and the 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 additionconnection therewith, Guarantor CPS and the Borrower shall make available cause counsel for CPS and the Borrower reasonably satisfactory to Lender all information concerning its business 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 operations that Lender description of the Collateral contained in such disclosure documents and such other legal matters contained therein as the Administrative Agent may reasonably requestrequire do not contain any untrue statement of any material fact or omit to state any material fact necessary to make the statements therein not misleading. Lender The Administrative Agent shall be permitted to share all such information with the investment banking firms (or other potential investors)firms, Rating Agenciesrating agencies, accounting firms, law firms firms, other third party advisory firms, potential investors, servicers and other third-party advisory firms service providers and other parties involved with the Loan in any proposed Secondary Market Restructuring Transaction. Each of CPS and the Loan Documents or the applicable Secondary Market Transaction. It is understood Borrower understands that the any such information provided by Guarantor to Lender may ultimately be incorporated into the any offering circular, prospectus, prospectus supplement, private placement memorandum or other offering documents for the any 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, Guarantor in the form as provided by 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 developmentRestructuring Transaction.

Cooperation. Borrower and Guarantor acknowledges that agree to cooperate with Lender (and its successors agree to cause their respective officers and assigns may (irepresentatives to cooperate) sell in connection with any transfer made or any Securities created pursuant to this GuarantyArticle IX, including, without limitation, the Note taking, or refraining from taking, of such action as may be necessary to satisfy all of the conditions of any Investor, the delivery of an estoppel certificate required in accordance with Section 5.1.15 hereof and such other documents as may be 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 one or more investors as a whole loan, (ii) participate the Loan secured by this Guaranty 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 one Lender furnishing to such Investors or more investors, (iii) deposit this Guaranty, the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, prospective Investors 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 effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency any and all information concerning the Properties or potential investor involved in any Secondary Market Transaction. Guarantor shall provide such information Property, the Leases, the financial condition of Borrower and documents relating to Guarantor as Lender may reasonably request 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 Secondary Market Transaction. In additionIndemnified 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, Guarantor shall make available 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 will be liable in any such case under this Section 9.2 only to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or omission made therein in reliance upon and in conformity with information furnished 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), 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 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan Borrower in connection with its marketing for a Secondary Market Transaction the preparation of the Disclosure Document or in connection with the underwriting or closing of the Loan, including, without limitation, financial statements of Borrower, operating statements and rent rolls with respect to the Properties or any Property. This indemnity agreement will be in addition to any liability which Borrower may otherwise as part have and shall survive the termination of its business developmentany Security Instrument and the satisfaction and discharge of the Debt.

Cooperation. Guarantor acknowledges that Lender and its successors and assigns may (ia) sell this Guaranty, the Note and other Loan Documents to one or more investors as a whole loan, (iib) participate the Loan secured by this Guaranty to one or more investors, (iiic) deposit this Guaranty, 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 (ivd) otherwise sell the Loan or interest one or more interests therein to investors (the transactions referred to in clauses (ia) through (ivd) are hereinafter each referred to as “Secondary Market TransactionTransactions”). Guarantor shall cooperate with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction; provided, however, that 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 this Guaranty if such modification or amendment would (i) have a material adverse economic effect on Guarantor, (ii) modify or amend any other material economic term of this Guaranty , or (iii) otherwise materially increase the obligations or decrease the rights of Guarantor pursuant to this Guaranty. Guarantor shall provide such information and documents relating to Guarantor Guarantor, Borrower, the Property, the Collateral, and, to the extent available using commercially reasonable efforts, any tenants of the Improvements as Lender may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors)firms, Rating Agencies, accounting firms, law firms and other third-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 thus that various investors may also see some or all of the information. Lender and all of the aforesaid third-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 its marketing for a Secondary Market Transaction Transaction, or otherwise as part of its business development.

Cooperation. Guarantor acknowledges that Lender During the Interim Period, the Company shall use its commercially reasonable efforts, and shall cause each of its Subsidiaries and its successors and assigns may their respective Representatives to use their respective commercially reasonable efforts, to provide Parent with all cooperation reasonably requested by Parent to assist Parent in causing the conditions in the Commitment Letter to be satisfied or as is otherwise customary and reasonably requested by Parent in connection with the Debt Financing or any Take-Out Financing, including using commercially reasonable efforts to: (i) sell this Guarantyas 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 statements with respect to the Company and its Subsidiaries specified in paragraph 4 of Exhibit C of the Commitment Letter (it being agreed that these obligations with respect to any historical financial statement shall be deemed satisfied upon the filing of the applicable Company SEC Documents containing such historical financial statements); (ii) 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 (B) 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 any offering or private placement of debt securities pursuant to Rule 144A under the Securities Act and (y) participate in a reasonable number of accounting due diligence sessions; (iii) [reserved]; (iv) provide information 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, bank information memoranda, offering documents, and other marketing documents reasonably requested and customarily provided in connection with Debt Financing or any Take-Out Financing; (v) execute and deliver customary authorization letters for the Debt Financing or any Take-Out Financing (in each case, to the extent included in a customary confidential information memorandum relating to a bank financing), limited solely to historical information of the Company and 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 Parent that is required by regulatory authorities in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, relating 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 Note Closing; (viii) assist in the preparation and other Loan Documents to negotiation of, and facilitate the execution and delivery of, one or more investors 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 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 whole loanresult of the consummation of the Merger; provided the Company shall not be required to deliver any notice of prepayment or 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 of the Company Subsidiaries shall be required to take or 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) pass resolutions or consents to approve or authorize the execution of the Debt Financing or any Take-Out Financing, (iiB) participate the Loan secured by this Guaranty to one enter into, execute, or more investorsdeliver any certificate, (iii) deposit this Guarantydocument, the Note and other Loan Documents with a trustinstrument, which trust may sell certificates to investors evidencing an ownership interest in the trust assetsor agreement, or (ivC) otherwise sell agree to any change or modification of any existing certificate, document, instrument, or agreement; in each case, that would be effective prior to the Loan Closing Date (it being agreed that no officers or interest therein directors shall be required to investors (take any of the transactions referred to foregoing actions in clauses (iA), (B) through and (ivC) to the extent they are hereinafter each referred not continuing, or 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 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 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), (4) 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 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 “Secondary Market Transactiondescription of notes”). Guarantor shall cooperate with Lender , (B) risk factors relating solely to all or any component of the Debt Financing, (C) separate subsidiary financial statements or any other information of the type required by Rule 3-05, Rule 3-09, Rule 3-10 (other than financial data sufficient to enable Parent to include disclosure regarding guarantor and non-guarantor information customarily included in effecting 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”, (D) Compensation Discussion and Analysis required by Item 402 of Regulation S-K or (E) other information customarily excluded from an offering memorandum involving an offering of high-yield debt securities pursuant to Rule 144A or (3) to provide (or be deemed to require the Company or any such Secondary Market Transaction and shall cooperate of its Subsidiaries to implement all customary and reasonable requirements imposed by prepare) any Rating Agency (A) pro forma financial statements, (B) projections, (C) information regarding any post-Closing or potential investor involved in pro forma cost savings, synergies, capitalization, ownership, or other post-Closing or pro forma adjustments or assumptions desired to be incorporated into any Secondary Market Transaction. Guarantor shall provide such information and documents relating to Guarantor as Lender may reasonably request used in connection with such Secondary Market Transaction. In additionany financing of Parent or its Affiliates, Guarantor shall make available to Lender all including the Debt Financing and/or any Take-Out Financing, and/or (D) financial information concerning the Company or 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), 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 Subsidiaries that the information provided by Guarantor 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, Guarantor Company does not maintain in the form as provided by Guarantor. Lender may publicize the existence ordinary course of the Loan in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business developmentbusiness.

Cooperation. Guarantor acknowledges that Lender Prior to the Effective Time, the Company will use its reasonable best efforts, and will cause each of its successors Subsidiaries and assigns may their respective officers, employees and advisers to use their respective reasonable best efforts, to provide Parent with all cooperation reasonably requested by Parent to assist it in causing the conditions in the Commitment Letter to be satisfied or as is otherwise customary and reasonably requested by Parent in connection with the Financing and any related Takeout Financing, including using reasonable best efforts to: (i) sell this Guarantyas 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 Note and other Loan Documents to one Company or more investors any member of the Board of Directors of the Company shall have knowledge of any facts as a whole loan, result of which a restatement of any financial statements to comply with GAAP is probable or under consideration; (ii) upon reasonable prior notice, participate the Loan secured by this Guaranty to one or more 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) deposit this Guarantyreasonably 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 Note Financing or any Takeout Financing; (iv) assist Parent with the preparation of pro forma financial information and other Loan Documents 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 a trustany Takeout Financing, which trust may sell certificates it being agreed that the Company and its Subsidiaries will not be required to investors evidencing an ownership provide any information or assistance relating to (I) the proposed aggregate amount of any debt and/or equity financing, together with assumed interest in rates, dividends (if any) and fees and expenses relating to the trust assetsincurrence of such debt or equity financing, (II) any financial information related to Parent or any of its Subsidiaries or any pro forma adjustments, or (ivIII) otherwise sell 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 Loan Financing or interest therein any Takeout Financing) and customary comfort letters (including “negative assurance” comfort and change period comfort) with respect to investors 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 transactions consents and comfort letters referred to in clauses 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 Company and its Subsidiaries required by any governmental authority with respect to the Financing or any Takeout Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act of 2001, as amended, to the extent 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; (vii) execute and deliver any guarantee, pledge and security documents, other definitive financing documents and other certificates or documents as may be reasonably requested by Parent or the Financing Sources (including a certificate of the chief financial officer of the Company with respect to solvency matters in the form set forth in Annex I to Exhibit D of the Commitment Letter) and otherwise reasonably facilitate the pledging of collateral and the granting of security interests in respect of the Financing or any Takeout Financing, it being agreed that such documents will not take effect until the Effective Time; and (viii) 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 Parent or its Affiliates, including the Financing 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 other information customarily provided by the 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 the ordinary course of business (the foregoing clauses (1) through (iv7) above are hereinafter each referred to herein as “Secondary Market TransactionExcluded Information”). Guarantor shall cooperate with Lender in effecting any such Secondary Market Transaction and shall cooperate to 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 may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by 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.

Cooperation. Borrower and Guarantor acknowledges that agree to cooperate with Lender (and its successors agree to cause their respective officers and assigns may (irepresentatives to cooperate) sell in connection with any transfer made or any Securities created pursuant to this GuarantyArticle IX, including, without limitation, the Note taking, or refraining from taking, of such action as may be necessary to satisfy all of the conditions of any Investor, the delivery of an estoppel certificate required in accordance with Section 5.1.15 hereof and such other documents as may be 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 one the Loan Documents shall be required which will have a material adverse economic impact on Borrower or more investors 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 whole loanDisclosure 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) participate agrees to reimburse the Loan secured Indemnified Parties for any reasonable legal or other expenses reasonably incurred by this Guaranty to one or more investors, (iii) deposit this Guaranty, 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 effecting any such Secondary Market Transaction and shall cooperate to 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 may reasonably request of them in connection with investigating or defending the Liabilities; provided, however, that Borrower will be liable in any such Secondary Market Transaction. In additioncase under this Section 9.2 only to the extent that any such loss, Guarantor shall make available claim, damage or liability arises out of or is based upon any such untrue statement or omission made therein in reliance upon and in conformity with information furnished 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), 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 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan Borrower in connection with its marketing for a Secondary Market Transaction the preparation of the Disclosure Document or in connection with the underwriting or closing of the Loan, including, without limitation, financial statements 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 otherwise as part have and shall survive the termination of its business developmentthe Security Instrument and the satisfaction and discharge of the Debt.

Cooperation. Guarantor acknowledges that Lender and its successors and assigns may (ia) sell this Guaranty, the Note and other Loan Documents to one or more investors as a whole loan, (iib) participate the Loan secured by this Guaranty to one or more investors, (iiic) deposit this Guaranty, 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 (ivd) otherwise sell the Loan or interest one or more interests therein to investors (the transactions referred to in clauses (ia) through (ivd) are hereinafter each referred to as “Secondary Market TransactionTransactions”). Guarantor shall cooperate with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction; provided, however, that 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 this Guaranty if such modification or amendment would (i) have a material adverse economic effect on Guarantor, (ii) modify or amend any other material economic term of this Guaranty , or (iii) otherwise materially increase the obligations or decrease the rights of Guarantor pursuant to this Guaranty. Guarantor shall provide such information and documents relating to Guarantor Guarantor, Borrower, the Property and, to the extent available using commercially reasonable efforts, any tenants of the Improvements as Lender may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors)firms, Rating Agencies, accounting firms, law firms and other third-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 thus that various investors may also see some or all of the information. Lender and all of the aforesaid third-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 its marketing for a Secondary Market Transaction Transaction, or otherwise as part of its business development.

Cooperation. Guarantor acknowledges that (a) Lender intends to make the Loan pursuant to and its successors in accordance with the Loan Documents and assigns may (i) sell this Guarantythe Loan Purchaser intends to purchase the Loan, in each case, prior to effecting any Securitization Transaction. Borrowers and their Affiliates shall, at Lender's cost and expense, including, without limitation, reasonable legal fees, cooperate in good faith with the Lender, the Note Loan Purchaser, any Servicer and other Loan Documents to one or more investors as a whole loanthe Securities and Exchange Commission in effecting such Securitization Transaction, (ii) participate including obtaining Franchise Agreement Letters for the benefit of the Loan secured by this Guaranty to one or more investorsPurchaser, (iii) deposit this Guaranty, 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 effecting any such Secondary Market Transaction and shall cooperate in good faith to implement all customary and reasonable requirements imposed by any the Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor shall provide such information and documents relating rating agencies including, without limitation, changes to Guarantor as Lender may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan and the Loan Documents or occasioned by 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 Securitization 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, Guarantor in the form as provided additional conditions imposed by Guarantor. Lender may publicize the existence of the Loan such rating agencies in connection with its marketing for any rating of the Certificates, including, without limitation, delivery of opinions of counsel acceptable to such Rating Agencies and addressing such matters as such Rating Agencies may reasonably require; provided, however, that Borrowers shall not act as a Secondary Market Depositor or issuer in connection with a Securitization Transaction or otherwise as part be required to acquiesce in respect of material modifications to the Loan or the Loan Documents, including, without limitation, any modifications (whether material or not) relating to (i) the interest rate payable in respect of the Loan, (ii) the Maturity Date, (iii) the amortization of 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 in the Loan Documents, (vi) the conditions for release of an Individual Property set forth in Section 2.4 or (vii) the Cash Management Agreement. (b) The Loan Purchaser, at its business developmentelection, may determine to resell the Loan or retain title to the Loan instead of implementing the Securitization Transaction. In such event, Borrower shall cooperate in good faith with the Loan Purchaser in connection with effecting any such resale or retention of the Loan.

Cooperation. Guarantor acknowledges Seller 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, 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 Lender 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, at Buyer’s reasonable request and expense, make available to Buyer and/or the Group Companies for review and copying all relevant information in Seller’s possession, custody or control respecting any such Third Party Claim. Buyer shall have the 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 successors representatives shall be permitted, at Buyer’s expense, to be present at, and assigns may 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 consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement (i) sell this Guaranty, does not involve any finding or admission of any violation of Law or any violation of the Note rights of Buyer Indemnitees and would not have any adverse effect on any other Loan Documents to one or more investors as a whole loanclaims that may be made against Buyer Indemnitees, (ii) participate the Loan secured does not involve any relief other than monetary damages that are paid in full by this Guaranty to one or more investors, Seller and (iii) deposit this Guarantycompletely, the Note finally 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 effecting any such Secondary Market Transaction and shall cooperate to 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 may reasonably request unconditionally releases Buyer Indemnitees in connection with such Secondary Market TransactionThird Party Claim and would not otherwise adversely affect Buyer Indemnitees. In additionIf Seller proposes to accept any settlement of such Action which is not approved by Buyer, Guarantor then Seller shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall not be permitted to share all liable for any Losses in respect of such information with the investment banking firms (or other potential investors), 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 thus various investors may also see some or all Action in excess 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, Guarantor in the form as provided by 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 developmentproposed settlement amount.

Cooperation. Guarantor acknowledges 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 Parent that Lender and its successors and assigns may is necessary to assist Parent in connection with any Alternative Financing, including using commercially reasonable efforts in connection with: (i) sell this Guarantymaking senior management and advisors of the Company and its Subsidiaries available to participate in a reasonable number of meetings, the Note presentations, and other Loan Documents to one or more investors as a whole loan, due diligence sessions with proposed lenders at reasonable times; (ii) participate furnishing Parent and its Alternative Financing Source with (A) financial information derived from the Loan secured historical books and records of the 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 required in connection with any Financing and (2) customary pro forma financial statements reflecting the Closing and the Financing (it being understood that nothing in this Guaranty Section 5.15 shall require the Company and its Subsidiaries to one or more investorsprepare 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 Alternative Financing; (iii) deposit this Guarantyassisting with the execution and delivery of definitive financing documents, the Note including any pledge and security documents, any loan agreements, guarantees, certificates and other Loan Documents definitive financing documents as reasonably required by the Alternative Financing Source to be delivered in connection with a trustthe closing of Financing, which trust may sell certificates to investors evidencing an ownership interest and in each case assisting in the trust assetspreparation of applicable schedules and other information necessary in connection therewith and otherwise reasonably facilitating the pledging of collateral and the granting of security interests in respect of any Alternative Financing, or it being understood that such documents will not take effect until the Closing Date; and (iv) otherwise sell furnishing Parent and the Loan or interest therein Alternative Financing Source, as applicable, at least three (3) business days prior to investors (the transactions referred to in clauses (i) through (iv) are hereinafter each referred to as “Secondary Market Transaction”). Guarantor shall cooperate Closing Date with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all customary documentation and reasonable requirements imposed information about the Company and its Subsidiaries reasonably required by any Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor shall provide such information regulatory authorities pursuant to applicable “know your customer” and documents relating anti-money laundering rules and regulations to Guarantor as Lender may the extent reasonably request requested by Parent in connection with such Secondary Market Transaction. In addition, Guarantor shall make available the Financing in writing at least twenty (20) business days prior 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), 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 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, Guarantor in the form as provided by 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 developmentClosing Date.

Cooperation. Guarantor acknowledges that Lender and its successors and assigns may Subject to the restrictions of Section 2.4 of the Funding Loan Agreement, at the Funding Lender’s or the Servicer’s request (i) sell to the extent not already required to be provided by the Borrower under this GuarantyBorrower Loan Agreement), the Note and other Loan Documents Borrower 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 Funding Lender or the Servicer in connection with one or more investors as sales or assignments of all or a whole loan, portion of the Governmental Lender Note or participations therein or securitizations of single or multi- class securities (iithe “Securities”) participate the Loan secured by this Guaranty to one or more investorsevidencing ownership interests in all or a portion of the Governmental Lender Note (each such sale, (iii) deposit this Guarantyassignment and/or securitization, 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 ; provided that neither the Borrower nor the Governmental Lender shall cooperate incur any third party or other out-of-pocket costs and expenses in connection with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any a Secondary Market Transaction, including the costs associated with the delivery of any Provided Information or any opinion required in connection therewith, and all such costs shall be paid by the Funding Lender or the Servicer, and shall not materially modify Borrower’s rights or obligations. Guarantor shall Without limiting the generality of the foregoing, the Borrower shall, so long as the Borrower Loan is still outstanding: (a) (i) provide such financial and other information with respect to the Borrower Loan, and documents with respect to the Project, the Borrower, the Manager, the contractor of the Project or the Borrower Controlling Entity, (ii) provide financial statements, audited, if available, relating to Guarantor the Project with customary disclaimers for any forward looking statements or lack of audit, and (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 and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the Project, as may be reasonably requested from time to time by the Funding Lender or the Servicer or the Rating Agencies or as may reasonably request be necessary or appropriate in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan in connection with its marketing for 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 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; (b) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Project, 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 representations and warranties as they exist on the date thereof; and (c) execute such amendments to the Borrower Loan Documents and the Funding Loan Documents to accommodate such Secondary Market Transaction so long as such amendment does not affect the material economic terms of the Borrower Loan Documents and the Funding Loan Documents and is not otherwise as part of adverse to the Borrower in its business developmentreasonable discretion.

Cooperation. Guarantor acknowledges that Lender (a) The Company and its successors and assigns may Parent shall cooperate with one another (i) sell this Guarantyin connection with the preparation of the Company Disclosure Documents, the Note Offer Documents and other Loan Documents to one or more investors as a whole loanthe Notice of Merger, (ii) participate in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the Loan secured consummation of the transactions contemplated by this Guaranty to one or more investors, Agreement and (iii) deposit this Guarantyin 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 Note and other Loan Documents 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 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 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 in clauses be an assignment of such Lease requiring the landlord’s consent (i) through (iv) are hereinafter each referred to as either, a “Secondary Market Deemed Assignment Transaction”). Guarantor ; provided that Parent shall cooperate with Lender in effecting promptly reimburse the Company for all out-of-pocket expenses incurred by the Company to any such Secondary Market Transaction and shall cooperate to 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 may reasonably request landlord in connection with obtaining such Secondary Market Transactionconsents; 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 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, Guarantor shall make available to Lender all information concerning in connection with those Leases of the Company or any of its business and operations Subsidiaries that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 merely require that the information provided tenant provide notices before or after a Deemed Assignment Transaction, the Company agrees to send such notices to those landlords identified in writing by Guarantor 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, Guarantor Parent in the form as provided prepared by GuarantorParent and within the timeframes identified by Parent. Lender may publicize Parent hereby indemnifies the existence Company and its Affiliates against and agrees to hold each of them harmless from any and all damage, loss, liability and expense (including reasonable attorneys’ fees and expenses) actually incurred or suffered by the Company or any of its Affiliates arising out of the Loan in connection Company complying with its marketing for a Secondary Market Transaction or otherwise as part of its business developmentobligations set forth in the foregoing sentence.

Cooperation. Guarantor The Company acknowledges that Lender the Mortgagee and its successors and assigns may (ia) sell sell, transfer or assign this GuarantyMortgage, the Note and other Loan Documents the Operative Agreements to one or more investors as a whole loan, in a rated or unrated public offering or private placement, (iib) participate the Loan loan (the “Loan”) secured by this Guaranty Mortgage to one or more investorsinvestors in a rated or unrated public offering or private placement, (iiic) deposit this GuarantyMortgage, the Note and other Loan Documents the Operative Agreements with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assetsassets in a rated or unrated public offering or private placement, or (ivd) 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 (ia) through (ivd) are hereinafter each referred to as “Secondary Market TransactionTransactions”). Guarantor shall The Company shall, at Mortgagee’s expense, cooperate in good faith with Lender Mortgagee in effecting any such Secondary Market Transaction and shall cooperate in good faith to implement all customary and reasonable requirements reasonably imposed by any Rating Agency or potential investor the participants involved in any Secondary Market TransactionTransaction (including without limitation, an institutional purchaser, participant or investor) including, without limitation, all structural or other changes to the Loan, modifications to any documents evidencing or securing the Loan, delivery of opinions of counsel reasonably acceptable to such other purchasers, participants or investors may require; provided, however, that the Company shall not be required to modify any documents evidencing or securing the Loan which would modify (i) the interest rate payable under the Note, (ii) the stated maturity of the Note, (iii) the amortization of principal of the Note, or (iv) any other material terms or covenants of the Loan. Guarantor The Company shall provide such information and documents relating to Guarantor the Company, the Mortgaged Property and the Tenant as Lender may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor Mortgagee 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 The Company acknowledges that certain information with the investment banking firms (or other potential investors), Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with regarding the Loan and the Loan Documents parties thereto and the Mortgaged Property may be included in a private placement memorandum, prospectus 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 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, Guarantor in the form as provided by 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 developmentother disclosure documents.

Cooperation. Guarantor acknowledges that Lender 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 successors and assigns may their respective Representatives to use their respective commercially reasonable efforts, to provide Parent and Merger Sub with all cooperation reasonably requested by Parent or Merger Sub to assist Parent or Merger Sub as is reasonably requested by Parent or Merger Sub in connection with 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 using commercially reasonable efforts to: (i) sell this Guarantyas promptly as reasonably practicable in connection with the anticipated timing for the marketing of the Debt Financing, deliver to Parent and Merger Sub the Required Financing Information; (ii) participate in and cause the Company’s management team, with appropriate seniority and expertise, including senior officers, to participate in a reasonable and customary number of lender presentations, conference calls, drafting sessions, due diligence sessions and sessions with rating agencies in connection with the Debt Financing on reasonable advance notice and at mutually agreeable times and places; (iii) 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 Note Company Subsidiaries or their Affiliates will be required to provide any information or assistance with respect to the preparation of pro forma financial statements and 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 expenses relating thereto; (b) the determination of 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 Parent or any of its Subsidiaries or any adjustments that are not directly related to the acquisition of the Company; (iv) execute and deliver customary authorization letters for the Debt Financing authorizing the distribution of information to prospective lenders (including customary 10b-5 and material non-public information representations); (v) furnish no later than three (3) Business Days prior to the Closing Date all documentation and other Loan Documents information that is reasonably requested by Parent or Merger Sub that is required by regulatory authorities in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, relating to the Company and the Company Subsidiaries, in each case, to the extent requested in writing at least ten (10) Business Days prior to the Closing 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 investors credit agreements, pledge and security documents, and other definitive financing documents and other certificates or documents as a whole loanmay 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) participate none of the Loan secured 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 resolutions, consents, approvals or other Closing arrangements on behalf of the Company and the Company Subsidiaries as may be required by this Guaranty to one the Debt Financing sources at, or more investorsas of, the Closing), (iii) deposit this Guarantyno Representative of the 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, 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 neither the Loan 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 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 effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved result in any Secondary Market Transaction. Guarantor 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) 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 such access to or disclose information that the Company determines would jeopardize any attorney-client privilege or other similar privilege of the Company or any Company Subsidiary or (y) change any fiscal period, (x) the Redemption Transactions shall be funded using consideration provided by the Debt Financing or otherwise by Parent, and documents relating to Guarantor as Lender may reasonably request (xi) Parent shall be responsible for all liabilities, fees and expenses incurred by Company, any Company Subsidiary or any of their respective Representatives in connection with such Secondary Market Transactionthe Redemption Transactions. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (A) no action, liability or other potential investors), 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 thus various investors may also see some or all obligation of the information. Lender 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 all 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 aforesaid third-party advisors Closing or that must be effective prior to the Effective Time; and professional firms shall be entitled (B) any bank information memoranda required in relation to rely on the information supplied byDebt Financing will contain disclosure reflecting the Surviving Company or its Subsidiaries as the obligor. Nothing in this Section will require the Company Board to approve any financing (including the Debt Financing) or Contracts related thereto, or on behalf of, Guarantor in effective prior to the form as provided by 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 developmentClosing Date.

Cooperation. Guarantor acknowledges that Lender (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 successors reasonable efforts to take or cause to be taken all actions and assigns may 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 Buyer for inclusion in Buyer's registration statement on Form S-1 in connection with 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) sell this Guaranty, the Note planning for the consolidation of certain of Sellers' plants and other Loan Documents to one or more investors as a whole loan, (ii) participate the Loan secured financings contemplated by this Guaranty Section 4.6 of the Agreement; provided, however, that (x) Sellers shall not incur (except as specifically set forth to one the contrary herein) any out-of-pocket costs or more investorsexpenses and (y) Sellers shall not be obligated to comply with Buyer's requests if Sellers deem such actions to be otherwise inconsistent with Sellers' business needs or Sellers reasonably determine that such actions will have a material adverse effect on the Business or will unreasonably interfere with the regular duties and responsibilities of Sellers' employees to operate Sellers' business. (d) Upon reasonable notice by Buyer, Sellers agree to cooperate with Buyer and its lender in connection with the transfer of Consigned Gold by providing access to such gold and the relevant books and records of the Business and performing all tasks that may be reasonably requested by Buyer in connection therewith. (iiie) deposit this Guaranty, In 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 event (i) through Buyer or any Seller, as the case may be, is unable to obtain, prior to the Closing, any consents, approvals, waivers or other authorizations to transfer to Buyer any Asset or with respect to the Leases (ivother than the Kentucky Lease) are hereinafter each referred and (ii) Buyer elects to as “Secondary Market Transaction”). Guarantor waive Section 7.3(b) hereof with respect to such consent, approval, waiver or other authorization and to consummate the transactions contemplated hereby, Buyer and Sellers shall cooperate with Lender each other in effecting any order to obtain such Secondary Market Transaction and shall cooperate to 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 may reasonably request in connection with such Secondary Market Transaction. In additionconsents, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (approvals, waivers or other potential investors), Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with authorizations at 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 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, Guarantor in the form as provided by 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 developmentearliest practicable date.

Cooperation. Guarantor acknowledges 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 Purchaser 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 and the Financing Sources with the timely preparation of customary rating agency presentations, bank information memoranda, lender presentations and similar documents required in connection with the 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 Lender 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 successors Subsidiaries or any adjustments that are not directly related to the acquisition of the Company by Purchaser; (d) executing and assigns 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 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 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 assistance relating to pursuant to clause (c) above; (i) sell this Guarantycause 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 Note Company will use its reasonable best efforts, and other Loan Documents will cause each of its Subsidiaries and Representatives to one or more investors 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 whole loanAICPA AU-C 930), (ii) participate to furnish to Purchaser within 45 days after the Loan secured 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 this Guaranty to one or more investors, the Company’s independent auditors as provided in SAS 100 (a/k/a AICPA AU-C 930) and (iii) deposit in addition, at the sole expense of the Purchaser as contemplated by Section 7.12.6 below, (A) 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 GuarantyAgreement 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 Note 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 Loan Documents 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 a trust, which trust may sell certificates the Debt Financing that are effective prior to investors evidencing an ownership interest in the trust assets, Effective Time; or (iv) otherwise sell take any action that, in the Loan good faith determination of the Company, (a) would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or interest therein (b) create an unreasonable risk of damage or destruction to investors (any property or assets of the transactions referred to in clauses (i) through (iv) are hereinafter each referred to as “Secondary Market Transaction”). Guarantor shall cooperate with Lender in effecting Company or any such Secondary Market Transaction and shall cooperate to 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 may reasonably request in connection with such Secondary Market Transactionof its Subsidiaries. In addition, Guarantor 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 Lender all its security holders and lenders material non-public information concerning with respect to the Company 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 Company shall make such information available to its security holders and lenders. 7.12.5 The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing so long as such logos are used (i) 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 Company or any of its Subsidiaries; (ii) solely in connection with a description of the Company, its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information products or the Merger; and (iii) in a manner consistent with the investment banking firms 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 other potential investorsits Subsidiaries in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 7.12. 7.12.7 The Company, its Subsidiaries and its and their respective Representatives will be indemnified and held harmless by Purchaser from and against any and all liabilities, losses, damages, claims, costs, expenses (including attorneys’ fees), Rating Agenciesinterest, accounting firmsawards, law firms judgments, penalties and other third-party advisory firms involved amounts paid in settlement suffered or incurred by them in connection with their cooperation in arranging the Loan and the Loan Documents Debt Financing pursuant to this Agreement or the applicable Secondary Market Transaction. It is understood that provision of information utilized in connection therewith (other than to the information provided by Guarantor 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 extent any of the information. Lender and all foregoing was suffered or incurred as a result of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied material breach of this Agreement by, or on behalf the bad faith, gross negligence, willful misconduct of, Guarantor the Company or its Subsidiaries or, in the form as provided by 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 developmenteach case, their respective Representatives).

Cooperation. Guarantor acknowledges 15.1 Seller has advised Buyer that Lender it may be necessary after the Close of Escrow for Seller (or its representatives) to audit the 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 litigation by or against Seller and its successors and assigns may Affiliates with respect to the Property, any tax audit, examination or challenge or similar proceeding, or any calculation of sums payable under Section 5. Accordingly, Buyer hereby: (i) sell this Guaranty, agrees to retain the Note Records and other Loan Documents Plans with respect to one the period prior to the Closing Date at the Property for a period of seven (7) years after the Close of Escrow or more investors such additional period as a whole loan, may reasonably be requested by Seller; (ii) participate grants Seller, its Affiliates and their respective representatives access to the Loan secured by this Guaranty to one or more investorssuch Records and Plans and the Property after the Close of Escrow, at reasonable times and upon reasonable prior notice, for such purposes; (iii) deposit this Guarantysubject to the rights of guests in guest rooms, tenants under tenant leases, grants Seller, its Affiliates, and their respective representatives access to the Note Property after the Close of Escrow for the purpose of conducting such inspections and/or testing (including destructive testing) of the Property as may be necessary or advisable in connection with any litigation and other Loan Documents with proceedings to which Seller is a trustparty (provided that Seller shall give Buyer prior notice of the 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, which trust may sell certificates appraisal fees, engineering fees and other expenses of any kind relating to investors evidencing an ownership interest in the trust assetsinspection 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 (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 effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor Seller's Affiliate shall provide Buyer with certificates of insurance from Seller's agents from an insurance carrier and for such information risks and documents relating policy limits as Seller shall reasonably approve. 15.1.3 Seller agrees to Guarantor as Lender may reasonably request keep the Property free from any liens arising out of or in connection with such Secondary Market Transaction. In additiontesting and inspection. 15.1.4 Seller, Guarantor 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 make available hold harmless, indemnify and defend Buyer for all losses relating to Lender all information concerning any action by Seller, its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (Affiliates and/or agents at or other potential investors), 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 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 byProperty after the Closing; [and] 15.1.6 Buyer agrees to cooperate with Seller, or on behalf of, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan its Affiliates and their respective representatives in connection with its marketing 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 15.2 Seller shall cooperate with Buyer in connection with the assignment of all transferable Licenses and Permits to Buyer and the application for a Secondary Market Transaction or otherwise as part and procurement of its business developmentreplacements of any non-transferable Licenses and Permits.

Cooperation. Guarantor acknowledges that Lender Subject to the Expense Amount as a limitation on ----------- the expenditures required to be made by Borrower under this Paragraph, Borrower shall, at the request of Lender, in connection with 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 its successors and assigns may the Mortgages (each such sale, assignment, participation and/or securitization, a "Secondary Market Transaction"): (a) (i) sell this Guarantysubject to appropriate confidentiality restrictions, the Note provide such financial and other Loan Documents information with respect to one or more investors as a whole loanthe Properties, Borrower, Managers and any tenants of the Properties, (ii) participate provide business plans and budgets relating to the Loan secured by this Guaranty to one or more investors, Properties and (iii) deposit this Guarantyperform or permit or cause to be performed or permitted such site inspection, the Note appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other Loan Documents with a trustdue diligence investigations of the Properties, which trust as may sell certificates be reasonably requested from time to investors evidencing an ownership interest in time by Lender or the trust assets, Rating Agencies or (iv) otherwise sell the Loan as may be necessary 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 effecting any such Secondary Market Transaction and shall cooperate to 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 may reasonably request appropriate in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan in connection with its marketing for 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 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; (b) at Borrower's expense, cause counsel to render opinions as to non-consolidation and any other opinion customary in securitization transactions with respect to the Properties, Borrower and its Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Properties, 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; (d) provide current certificates of good standing and qualification with respect to Borrower and Sole Member from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower's organizational documents, as may be reasonably requested by Lender or the Rating Agencies or otherwise as part to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in a material change in the terms and conditions of its the Loan Documents. Borrower shall pay all reasonable third party costs and expenses incurred by Lender in connection with a Secondary Market Transaction up to a maximum amount equal to $25,000 (the "Expense Amount") which shall be withheld from the proceeds of the Loan. If the expenses payable by Borrower pursuant to this Section are less than the amount withheld from the proceeds of the Loan, Lender shall remit the difference to Borrower within seven business developmentdays after a Secondary Market Transaction.

Cooperation. Guarantor acknowledges that Subject to the terms of this Section 13.5, Borrower agrees to cooperate (and to cause Sponsor and each other Loan Party to cooperate) with Lender in 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, the Other Senior Mezzanine 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, the Other Senior Mezzanine Collateral and/or the Property to any Investor or prospective Investor) to which the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with such sales or transfers, including to: (a) provide, or cause each Other Senior Mezzanine Borrower or Mortgage Loan Borrower and Maryland Owner or Mortgage SPE Component Entity to provide, updated financial, budget and other information with respect to each Individual Property, the Collateral, the Other Senior Mezzanine Collateral, any Significant Party, Sponsor, and subject to any restrictions contained in a Management or Franchise Agreement, Manager and Franchisor, and provide modifications and/or updates to the appraisals, market studies, environmental reviews and reports (Phase I reports and, if appropriate, Phase II 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”), together, if customary, with appropriate verification and/or consents of the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and its successors the Rating Agencies; (b) make changes to the organizational documents of any Borrower Party and assigns may their respective principals relating to the single purpose bankruptcy remote nature of each such Borrower Party; (i) sell this Guarantyat Borrower’s expense, cause counsel to render or update existing opinion letters as to enforceability and non-consolidation, which may be relied upon by the holder of the Note, the Note Rating Agencies and their respective counsel, which shall be dated as of the Securitization Closing Date and (ii) at Borrower’s sole expense (notwithstanding anything to the contrary contained herein) obtain revised opinions of counsel as to the status of any Borrower Party as a single-member limited liability company as may be required by the Rating Agencies and their counsel; (d) permit site inspections, appraisals, market studies and other due diligence investigations of each Individual 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, each Borrower Party, Sponsor, Manager and the Loan Documents as Borrower has made in the Loan Documents and such other representations and warranties with respect to each Borrower Party, the Collateral, Other Senior Mezzanine Collateral and Manager, to the extent such new representations and warranties are accurate and can be made by Borrower as of the date thereof as may be reasonably requested by the holder of the Note or the Rating Agencies; (f) execute such amendments to the Loan Documents (provided such amendments do not increase the Sponsor’s obligations under the Loan Documents to one which it is a party), including the Rate Cap, as may be requested by the holder of the Note or the Rating Agencies or otherwise to effect the Securitization including bifurcation of the Loan into two or more investors as components and/or separate notes and/or creating a whole loansenior/subordinate note structure and/or creating an additional mezzanine loan structure; provided, however, that Borrower shall not be required, except during the continuance of an Event of Default, to modify or amend any Loan Document or the Rate Cap if such modification or amendment would (i) change the interest rate or the stated maturity or the amortization of principal set forth in the Loan Documents, except in connection with a bifurcation of the Loan which may result in varying LIBOR Rates for each component thereof, but which shall have the same initial weighted average coupon of the LIBOR Rate, (ii) participate modify or amend any other material economic term of the Loan, or (iii) materially increase Borrower’s obligations and liabilities, or materially decrease Borrower’s rights and remedies, under the Loan Documents. In the event that Lender creates an additional mezzanine loan structure, (1) the mezzanine loan shall be extended to an indirect owner of Borrower which shall be an entity to be formed by Sponsor (or any other applicable indirect owner of Borrower as determined by Lender based on customary mezzanine loan requirements) and added to the existing organizational structure subject to the reasonable approval of Lender, (2) the mezzanine loan shall be secured by this Guaranty a pledge of the mezzanine borrower’s ownership interests in Borrower or the applicable Other Mezzanine Borrower (at Lender’s discretion) and evidenced by loan documents similar in all material respects to the Mezzanine Loan Documents and (3) Borrower shall comply with such other conditions as may be reasonably required by Lender (including but not limited to, the delivery of a non-consolidation opinion to the mezzanine lender and a revised non-consolidation opinion to Lender); (g) deliver to Lender and/or any Rating Agency, (i) one or more investorscertificates executed by an officer of Borrower certifying as to the accuracy, (iii) deposit this Guarantyas of the Securitization Closing Date, of all representations made by Borrower in the Note and other Loan Documents with 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 Securitization Closing Date, and (ii) certificates of the relevant Governmental Authorities in all relevant jurisdictions indicating the good standing and qualification of each Significant Party as of the Securitization Closing Date; (h) have reasonably appropriate personnel participate in a trust, which trust may sell certificates to investors evidencing an ownership interest in bank meeting and/or presentation for the trust assets, Rating Agencies or (iv) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses Investors; (i) through (iv) are hereinafter each referred to as “Secondary Market Transaction”). Guarantor shall cooperate with and assist Lender in effecting obtaining ratings of the Securities from two (2) or more of the Rating Agencies; and (j) to the extent required by Hilton Franchisor in connection with the issuance of a Hilton comfort letter in connection with any sale or transfer of all or a portion of the Loan, Syndication, Participation and/or Securities created pursuant to this Article XIII, execute and deliver (or cause Mortgage Loan Borrower and Maryland Owner to execute and deliver), a Lender Comfort Letter Agreement, Assignment and Assumption Agreement which is in substantially the same form and substance as the form attached to the comfort letters (as amended) previously delivered by Hilton to Lender in connection with the Loan. Upon Lender’s modification of the Interest Period pursuant to the terms of Section 2.2(d), Borrower shall promptly deliver to Lender such Secondary Market Transaction modifications to the Rate Cap and the Collateral Assignment of Interest Rate Cap reasonably required by Lender as a result of such designation. In the event the cost incurred by Borrower, Mortgage Loan Borrower, Maryland Owner and the Other Mezzanine Borrowers to modify the Rate Cap (and each “Rate Cap” required under and as defined in the Other Mezzanine Loan Agreements and the Mortgage Loan Agreement) shall cooperate exceed $100,000.00, Borrower, Mortgage Loan Borrower, Maryland Owner and the Other Mezzanine Borrowers shall pay $100,000.00 in the aggregate and Lender shall pay the cost of such modification(s) to implement the Rate Caps that is in excess of $100,000.00. All reasonable third party costs and expenses incurred by Borrower, Mortgage Loan Borrower and Maryland Owner (but not including costs associated with updating third party reports) in connection with Borrower’s, Mortgage Loan Borrower’s or Maryland Owner’s complying with the requests and requirements made under this Section 13.5 shall be paid by Lender except to the extent otherwise expressly provided in this Agreement. 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 customary of the costs and reasonable requirements 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 or potential investor involved as a condition to the delivery of such confirmation. Lender, without in any Secondary Market Transaction. Guarantor way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall provide such information and documents relating have the right at any time prior to Guarantor as Lender may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available Securitization to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with reallocate the investment banking firms (or other potential investors), Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with amount of the Loan and the Other Senior Mezzanine Loans and/or the Note Rate on the Loan Documents or and the Other Senior Mezzanine Loans provided that (i) the aggregate principal amount of the Loan and the Other Senior Mezzanine Loans immediately following such reallocation shall equal the outstanding principal balance of the Loan and the Other Senior Mezzanine Loans immediately prior to such reallocation and (ii) the weighted average of the LIBOR Margin under the Loan, and the LIBOR Margin under the Other Senior Mezzanine Loans (as defined in each applicable Secondary Market TransactionOther Senior Mezzanine Loan Agreement) immediately following such reallocation shall equal the weighted average LIBOR Margin which was applicable to the Loan and the Other Senior Mezzanine Loans immediately prior to such reallocation. It is understood that Borrower shall cooperate, at its own cost and expense, with all reasonable requests of Lender in order to reallocate the information provided amount of the Loan and the Other Senior Mezzanine Loans and shall execute and deliver such documents as shall reasonably be required by Guarantor Lender and required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory 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 informationsatisfactory to any Rating Agency. Lender and all of the aforesaid third-party advisors and professional firms Other Senior Mezzanine Lenders shall solely 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 responsible for any such costs incurred in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business developmenttherewith (other than Borrower’s legal fees and expenses).

Cooperation. Guarantor Borrower acknowledges that Lender and its successors and assigns may (ia) sell this GuarantySecurity Instrument, the Note and other Loan Documents to one or more investors third parties as a whole loan, (iib) participate the Loan secured by this Guaranty Security Instrument to one or more investorsthird parties, (iiic) deposit deposit, through one or a series of transactions, this GuarantySecurity Instrument, the Note and other Loan Documents with a trustone or more trusts, which trust trusts may sell certificates to investors third parties evidencing an ownership interest in the trust assets, assets or (ivd) otherwise sell the Loan or interest therein to investors third parties (The transaction referred to in clauses (a), (b), (c) and (d) shall hereinafter be referred to collectively as “Secondary Market Transactions” and the transactions referred to in clauses clause (ic) through (iv) shall hereinafter be referred to as a “Securitization”. Any certificates, notes or other securities issued in connection with a Securitization are hereinafter each referred to as “Secondary Market TransactionSecurities”). Guarantor Borrower shall cooperate in good faith (provided such cooperation will not result in expense or additional potential liability to Borrower) with Lender in effecting any such Secondary Market Transaction and shall cooperate in good faith to implement all customary and reasonable requirements imposed by any Rating Agency issuing any statistical rating in any Secondary Market Transaction or the requirements of potential investor involved investors in any Secondary Market Transaction. Guarantor Notwithstanding the foregoing, if required in connection with any Secondary Market Transaction, Borrower agrees to obtain, upon Lender’s written request, opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to matters of Delaware and federal bankruptcy law relating to limited liability companies and state law insolvency opinions relating to trusts, in a form and from counsel reasonably acceptable to Lender. Without limitation of the foregoing, Borrower agrees to make upon Lender’s written request, and at no material cost to Borrower, all structural or other changes to the Loan (including delivery of one or more new component notes to replace the Note or modify the Note to reflect multiple components of the Loan and such new notes or modified note may have different interest rates and amortization schedules), modifications to any documents evidencing or securing the Loan, delivery of opinions of counsel acceptable to the Rating Agencies or potential investors and addressing such matters as the Rating Agencies or potential investors may require; provided, however, notwithstanding anything to the contrary in this Security Instrument, the Note, or the other Loan Documents, Borrower shall not be required to modify any documents evidencing or securing the Loan (or otherwise take any action) which would modify (i) the initial weighted average interest rate payable under the Note, (ii) the stated maturity of the Note, (iii) the aggregate amortization of principal of the Note, (iv) any other material economic term of the Loan, (v) decrease the time periods during which Borrower is permitted to perform its obligations under this Security Instrument or any of the other Loan Documents, or (vi) otherwise increase Borrower’s or Indemnitor’s obligations or decrease any of their rights or protections in any material respect under the Note, this Security Instrument or any of the other Loan Documents except as otherwise expressly permitted herein. Borrower shall provide such information information, documents and documents agreements relating to Guarantor Borrower, Indemnitor, Sponsor, the Property, the Property Documents and any tenants of the Improvements as Lender may reasonably request in connection with such a Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted have the right to share all such provide to prospective investors or Rating Agencies any information with in its possession, including, without limitation, financial statements relating to Borrower, Sponsor, Indemnitor, the investment banking firms (or other potential investors), Rating Agencies, accounting firms, law firms Property and other third-party advisory firms involved with any tenant of the Improvements. Borrower acknowledges that certain information regarding the Loan and the Loan Documents or parties thereto, Sponsor and the applicable Secondary Market Transaction. It is understood that the information provided by Guarantor to Lender Property may ultimately be incorporated into the offering included in disclosure 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan in connection with its marketing for the Securitization, including an offering circular, a Secondary Market Transaction prospectus, prospectus supplement, private placement memorandum or otherwise other offering document (each, an “Disclosure Document”) and may also be included in filings with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as part amended (the “Securities Act”), or the Securities and Exchange Act of its business development1934, as amended (the “Exchange Act”), and may be made available to investors or prospective investors in the Securities, the Rating Agencies, and service providers relating to the Securitization.

Cooperation. Guarantor acknowledges that Lender and its successors and assigns may (ia) sell this Guaranty, the Note and the other Loan Documents to one or more investors as a whole loan, (iib) participate the Loan secured by this Guaranty to one or more investors, (iiic) deposit this Guaranty, 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 (ivd) otherwise sell the Loan or interest one or more interests therein to investors (the transactions referred to in clauses (ia) through (ivd) are hereinafter each referred to as “Secondary Market TransactionTransactions”). Guarantor shall cooperate with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction; provided, however, that 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 this Guaranty if such modification or amendment would (i) have a material adverse economic effect on Guarantor, (ii) modify or amend any other material economic term of this Guaranty , or (iii) otherwise materially increase the obligations or decrease the rights of Guarantor pursuant to this Guaranty. Guarantor shall provide such information and documents relating to Guarantor Guarantor, Borrower, the Properties and, to the extent available using commercially reasonable efforts, any tenants of the Improvements as Lender may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors)firms, Rating Agencies, accounting firms, law firms and other third-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 thus that various investors may also see some or all of the information. Lender and all of the aforesaid third-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 its marketing for a Secondary Market Transaction Transaction, or otherwise as part of its business development.

Cooperation. Guarantor Borrower acknowledges that Lender and its successors and assigns may (ia) sell this GuarantySecurity Instrument, the Note and other Loan Other Security Documents to one or more investors as a whole loan, (iib) participate the Loan secured by this Guaranty Security Instrument to one or more investors, (iiic) deposit deposit, through one or a series of transactions, this GuarantySecurity Instrument, the Note and other Loan Other Security Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, assets or (ivd) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses (ia) through (ivd) are hereinafter each referred to as “"Secondary Market Transaction”Transactions"). Guarantor Borrower shall cooperate in good faith with Lender in effecting any such Secondary Market Transaction and shall cooperate in good faith to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor rating agency involved in any Secondary Market TransactionTransaction including, without limitation, all structural or other changes to the Loan, modifications to any documents evidencing or securing the Loan, delivery of opinions of counsel acceptable to the rating agency and addressing such matters as the rating agency may require; provided, however, that Borrower shall not be required to modify any documents evidencing or securing the Loan which would modify (i) the interest rate payable under the Note, (ii) the stated maturity of the Note, (iii) the amortization of principal of the Note or (iv) any other material economic term of the Loan. Guarantor Borrower shall provide such information and documents relating to Guarantor Borrower, Indemnitor, if any, the Property and any tenants of the Improvements as Lender may reasonably request in connection with such a Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted have the right to share all such provide to prospective investors any information with in its possession, including, without limitation, financial statements relating to Borrower, the investment banking firms (or other potential investors)Indemnitor, Rating Agenciesif any, accounting firms, law firms the Property and other third-party advisory firms involved with any tenant of the Improvements. Borrower acknowledges that certain information regarding the Loan and the Loan Documents parties thereto and the Property may be included in a private placement memorandum, prospectus 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 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, Guarantor in the form as provided by 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 developmentother disclosure documents.

Cooperation. Guarantor acknowledges that Lender Prior to the Closing, the Company will use its reasonable best efforts, and will cause each of its Subsidiaries to use its respective reasonable best efforts, to provide the Parent with all cooperation as it relates to the Company and its successors Subsidiaries reasonably necessary in connection with satisfying the conditions to, or as is otherwise reasonably requested by the Parent in connection with, arranging, obtaining and/or syndicating any financing by the Parent or any of its Subsidiaries (including the Company and assigns may its Subsidiaries other than SpinCo or the SpinCo Subsidiaries), in each case, for the purpose of making any payments required by this Agreement in connection with the Transactions (provided that the Company and its Subsidiaries will not be party to, or otherwise have any obligation in respect of, any financing of the Cash Consideration), repaying, prepaying or discharging any or all Indebtedness of the Company, Holdings or their respective Subsidiaries (excluding any Indebtedness to be assumed by SpinCo or the SpinCo Subsidiaries under the Spin-Off Agreements), and paying fees and expenses required to be paid at the Closing by the Parent or Holdings in connection with the Transactions and the foregoing financing transactions (any such financing referred above, the “Financing”), including: (i) sell this Guarantyparticipating in a reasonable and limited number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies and prospective lenders and their respective advisors, and otherwise cooperating with the Note and other Loan Documents to one or more investors as a whole loan, marketing efforts for any of the Financing; (ii) participate assisting the Loan secured by this Guaranty to one Parent and the Financing Sources with the timely preparation of customary rating agency presentations, bank information memoranda and other documentation reasonably required in connection with the Financing, including reasonable assistance with the Parent’s preparation of pro forma financial statements or more investors, pro forma adjustments; (iii) deposit this Guarantyassisting the Parent in connection with the timely preparation of (but not executing, unless effective only at or following the Note Closing) any pledge and security documents, currency or interest hedging arrangements and other Loan Documents with a trustdefinitive financing documents as may be reasonably requested by the Parent or the Financing Sources (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Financing and accountants’ comfort letters, which trust may sell certificates to investors evidencing an ownership interest in each case as reasonably requested by the trust assetsParent and at the Parent’s expense), or it being understood that such documents will not take effect until the Closing; (iv) otherwise sell furnishing the Loan Parent and the Financing Sources, as promptly as practicable, with financial, business and other material information regarding the Company and its Subsidiaries as may be reasonably requested by the Parent and that is customarily included in or interest therein required for a financing comparable to investors the Financing, including furnishing reasonable assistance with the Parent’s preparation of pro forma financial statements or pro forma adjustments; (v) reasonably facilitating the transactions referred to in clauses pledging of collateral (i) through (iv) are hereinafter each referred to as “Secondary Market Transaction”). Guarantor shall cooperate with Lender in effecting including obtaining and delivering any such Secondary Market Transaction pay-off letters and shall cooperate to 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 may reasonably request other cooperation in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (repayment or other potential investors), Rating Agencies, accounting firms, law firms retirement of existing Indebtedness (excluding any such Indebtedness assumed by SpinCo or the SpinCo Subsidiaries under the Spin-Off Agreements for which the Company and its Subsidiaries would have no Liability from and after the Closing) and the release and termination of any and all related Liens) on or prior to the Closing Date; (vi) taking all corporate and other third-party advisory firms involved with actions, subject to the Loan occurrence of the Closing, reasonably requested by the Parent to permit the consummation of the Financing; and (vii) timely furnishing the Parent and the Loan Documents or Financing Sources with all documentation and other information required by regulatory authorities about the Company and its Subsidiaries relating to 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 “know your customer” and thus various investors may also see some or all of the information. Lender anti-money laundering rules 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, Guarantor in the form as provided by 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 developmentregulations.

Cooperation. Guarantor acknowledges 15.1 Seller has advised Buyer that Lender it may be necessary after the Close of Escrow for Seller (or its representatives) to audit the 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 litigation by or against Seller and its successors and assigns may Affiliates with respect to the Property, any tax audit, examination or challenge or similar proceeding, or any calculation of sums payable under SECTION 5. Accordingly, Buyer hereby: (i) sell this Guaranty, agrees to retain the Note Records and other Loan Documents Plans with respect to one the period prior to the Closing Date at the Property for a period of seven (7) years after the Close of Escrow or more investors such additional period as a whole loan, may reasonably be requested by Seller; (ii) participate grants Seller, its Affiliates and their respective representatives access to the Loan secured by this Guaranty to one or more investorssuch Records and Plans and the Property after the Close of Escrow, at reasonable times and upon reasonable prior notice, for such purposes; (iii) deposit this Guarantysubject to the rights of guests in guest rooms, tenants under tenant leases, grants Seller, its Affiliates, and their respective representatives access to the Note Property after the Close of Escrow for the purpose of conducting such inspections and/or testing (including destructive testing) of the Property as may be necessary or advisable in connection with any litigation and other Loan Documents with proceedings to which Seller is a trustparty (provided that Seller shall give Buyer prior notice of the 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, which trust may sell certificates appraisal fees, engineering fees and other expenses of any kind relating to investors evidencing an ownership interest in the trust assetsinspection 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 (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 effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor Seller's Affiliate shall provide Buyer with certificates of insurance from Seller's agents from an insurance carrier and for such information risks and documents relating policy limits as Seller shall reasonably approve. 15.1.3 Seller agrees to Guarantor as Lender may reasonably request keep the Property free from any liens arising out of or in connection with such Secondary Market Transaction. In additiontesting and inspection. 15.1.4 Seller, Guarantor shall, at its sole cost and expense, clean up and repair the Property 39 as reasonably necessary, after Seller's or Seller's agents, entry thereon. 15.1.5 Seller shall make available hold harmless, indemnify and defend Buyer for all losses relating to Lender all information concerning any action by Seller, its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (Affiliates and/or agents at or other potential investors), 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 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 byProperty after the Closing. 15.1.6 Buyer agrees to cooperate with Seller, or on behalf of, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan its Affiliates and their respective representatives in connection with its marketing any such litigation or proceedings with respect to the Property, any such tax audit, examination or challenge or similar proceeding, or any such calculation of sums payable under SECTION 5, said cooperation to be at no material cost or expense to Buyer. 15.2 Seller shall cooperate with Buyer in connection with the assignment of all transferable Licenses and Permits to Buyer and the application for a Secondary Market Transaction or otherwise as part and procurement of its business developmentreplacements of any non-transferable Licenses and Permits.

Cooperation. Guarantor acknowledges that Lender Subject to the TCCs of this Section 1.4.6, Offsite Landlord and its successors and assigns may (i) sell this Guaranty, the Note and other Loan Documents Tenant agree to one or more investors as a whole loan, (ii) participate the Loan secured by this Guaranty to one or more investors, (iii) deposit this Guaranty, 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 effecting any such Secondary Market Transaction and shall mutually cooperate to 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 may reasonably request work together in connection with Offsite Landlord’s efforts to acquire title to the Offsite Project and Offsite Landlord’s the proposed development of the Offsite Project for the benefit of Offsite Landlord with respect to Offsite Project. All such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender actions shall be permitted at Offsite Landlord’s sole cost and expense. Offsite Landlord acknowledges and agrees that Tenant shall have no obligation to share all such information retain consultants, pursue litigation or perform any other action under this Section 1.4.6 that would require Tenant to incur out of pocket costs. So long as Tenant’s right to lease the Offsite First Offer Space as set forth in this Section 1.4 remains in effect, Tenant and any affiliated entity shall not actively pursue acquisition of the Offsite Project, whether by itself or as an investor or participant with the investment banking firms (or other potential investors)any third-party, Rating Agencies, accounting firms, law firms and other nor otherwise actively cooperate with any prospective 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 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan in connection with its marketing the purchase, ground lease, master lease or investment in the Offsite Project. The TCCs of this Section 1.4.6 (and the parties’ respective obligations set forth herein) shall terminate upon the termination of Tenant’s right to lease the Offsite First Offer Space pursuant to Section 1.4.5 above, but shall be suspended during the effective period of a binding agreement between the City and any entity other than Offsite Landlord for the exclusive right to negotiate for the acquisition, ground lease, or master lease of the Offsite Project, or for the acquisition, ground lease, or master lease of the Offsite Project. Notwithstanding the foregoing, Tenant shall have the right, from time to time, to inquire with Landlord in writing as to whether any Offsite Landlord is then using or continuing to use commercially reasonable efforts to pursue the acquisition, ground lease, or master lease, of the Offsite Project, and Landlord shall respond to Tenant, in good faith, within thirty (30) days of receipt of such inquiry, which notice shall (if applicable) provide reasonable detail concerning the steps Offsite Landlord is then engaged in, or anticipating engaging in, to pursue the acquisition, ground lease, or master lease of the Offsite Project. In the event Landlord notifies Tenant that no Offsite Landlord is then pursuing acquisition of the Offsite Project, pursuant to the immediately preceding sentence, then the TCCs of this Section 1.4.6 (and the parties’ respective obligations set forth herein) shall terminate as of the date of Landlord’s notice. Likewise, if Landlord responds to Tenant’s inquiry that it is then using or continuing to use commercially reasonable efforts to pursue the Offsite Project but fails to achieve, within a Secondary Market Transaction or otherwise as part reasonable period of its business developmenttime, any of the steps detailed in Landlord’s notice, then the TCCs of this Section 1.4.6 (and the parties’ respective obligations set forth herein) shall terminate.

Cooperation. Guarantor acknowledges that Lender Prior to the Effective Time, the Company will use its reasonable best efforts to, and will use its reasonable best efforts to cause each of its Subsidiaries and its successors and assigns may their respective Representatives to do the following: (i) sell this Guarantyproviding Parent and Merger Sub with such reasonable cooperation as may be reasonably requested by Parent or Merger Sub to assist them in arranging the debt financing (if any) to be obtained by Parent, Merger Sub or their respective Affiliates in connection with the Note Merger (the “Debt Financing”); (ii) participating (and other Loan Documents causing senior management and Representatives, with appropriate seniority and expertise, of the Company to participate) in a reasonable number of meetings and presentations with actual or prospective lenders, road shows and due diligence sessions, drafting sessions and sessions with rating agencies, and otherwise cooperating with the marketing and due diligence efforts for any of the Debt Financing; (iii) assisting Parent and the Financing Sources with the timely preparation of customary (A) rating agency presentations, bank information memoranda, confidential information memoranda, lender presentations and similar documents required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; and (B) pro forma financial statements and forecasts of financial statements of the Surviving Corporation for one or more investors as a whole loanperiods following the Closing Date, in each case based on financial information and data derived from the Company’s historical books and records; provided, however, that no member of the Company Group will be required to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements relating to (i) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (ii) participate the Loan secured determination of 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 (iii) any financial information related to Parent or any of its Subsidiaries or any adjustments that are not directly related to the acquisition of the Company; (iv) assisting Parent in connection with the preparation, registration, execution and delivery (but in the case of execution and delivery, solely to the extent any such execution and delivery would only be effective on or after the Closing Date) of any pledge and security documents, mortgages, currency or interest hedging arrangements and other definitive financing documents and certificates as may be reasonably requested by this Guaranty Parent or the Financing Sources (including using reasonable best efforts to obtain, to the extent applicable, consents of accountants for use of their reports in any materials relating to the Debt Financing as reasonably requested by Parent), obtaining insurance certificates and endorsements, and facilitating the delivery of all stock and other certificates representing equity interests in the Company and its Subsidiaries, and otherwise reasonably facilitating the pledging of collateral and the granting of security interests in respect of the Debt Financing, it being understood that such documents will not take effect until the Effective Time; (v) furnishing Parent, Merger Sub and the Financing Sources, as promptly as practicable, with (A) to the extent customarily provided by companies of comparable size and comparable industry in transactions similar to the Debt Financing for a financing of the type being incurred, financial and other pertinent and customary information (and supplementing such information to the extent any such information contains any material misstatement of fact or omits to state a material fact necessary to make such information not misleading) regarding the Company Group as may be reasonably requested by Parent or the Financing Sources to the extent that such information is of the type and form customarily included in a bank confidential information memorandum in connection with the arrangement of financing similar to the Debt Financing or in rating agency presentations, lender presentations or other customary marketing materials, and (B)(1) audited consolidated balance sheets and related statements of income and cash flows of the Company and its Subsidiaries on a consolidated basis for the fiscal years ended January 31, 2015, 2016 and 2017 and (2) in respect of any subsequent fiscal quarter ending at least 45 days prior to the Closing Date, unaudited consolidated balance sheets and related statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarter, in each case prepared in accordance with GAAP (subject to the absence of footnotes and year-end adjustments, in the case of unaudited financial statements); (vi) cooperating with Parent to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, non-imputation affidavits, legal opinions, surveys and title insurance as reasonably requested by Parent, including in connection with any sale-and-leaseback agreements or arrangements to be effected at or after the Closing; (vii) reasonably facilitating the granting of security interests (and perfection thereof) in collateral or the reaffirmation of the pledge of collateral on or after the Closing Date, and obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or other retirement of existing indebtedness and the release and termination of any and all related liens on or prior to the Closing Date; (viii) delivering notices of prepayment within the time periods required by the relevant agreements governing indebtedness and obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered at the Closing, giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtedness; and cooperating in the replacement, backstop or cash collateralization of any outstanding letters of credit issued for the account of the Company or any of its Subsidiaries; (ix) providing customary authorization letters, confirmations and undertakings to the Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Financing Sources that the information pertaining to the Company Group and based on financial information and data derived from the Company’s historical books and records contained in the disclosure and marketing materials related to the Debt Financing is complete and correct in all material respects and that the public side versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries or securities; provided, however, that all such materials have been previously identified to, and provided to, the Company); (x) facilitating and assisting in the preparation, execution and delivery of one or more investorscredit agreements, (iii) deposit this Guarantyguarantees, the Note certificates and other Loan Documents with a trustdefinitive financing documents as may be reasonably requested by Parent (including furnishing all information relating to the Company and its Subsidiaries and their respective businesses to be included in any schedules thereto or in any perfection certificates); provided that the foregoing documentation shall be subject to the occurrence of the Closing Date and become effective no earlier than the Closing Date; (xi) ensuring that the Debt Financing benefits from existing lending relationships of the Company and its Subsidiaries; (xii) taking all corporate and other actions, which trust may sell certificates subject to investors evidencing an ownership interest in the trust assetsoccurrence of the Closing, or reasonably requested by Parent to (ivA) otherwise sell permit the Loan or interest therein to investors consummation of the Debt Financing (including distributing the transactions referred to in clauses (i) through (iv) are hereinafter each referred to as “Secondary Market Transaction”). Guarantor shall cooperate with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed proceeds of the Debt Financing, if any, obtained by any Rating Agency Subsidiary of the Company to the Surviving Corporation); and (B) cause the direct borrowing or potential investor involved in any Secondary Market Transaction. Guarantor shall provide such information and documents relating to Guarantor as Lender may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 thus various investors may also see some or incurrence of all of the information. Lender and all proceeds of the aforesaid thirdDebt Financing by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time; (xiii) promptly furnishing (but in no event later than three Business Days prior to the Closing Date) Parent and the Financing Sources with all documentation and other information about the Company Group as is reasonably requested by Parent or the Financing Sources relating to applicable “know your customer” and anti-party advisors money laundering rules and professional firms shall be entitled regulations, including the USA PATRIOT Act, to rely on the information supplied byextent requested in writing at least seven Business Days prior to the Closing Date; and (xiv) cooperating in satisfying the conditions precedent set forth in the definitive agreements relating to the Debt Financing to the extent satisfaction thereof requires the cooperation, or on behalf ofis within the control, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan in connection with Company, its marketing for a Secondary Market Transaction Subsidiaries or otherwise as part of its business developmenttheir respective representatives.

Cooperation. Guarantor acknowledges that Lender and its successors and assigns may (ia) sell this GuarantyBorrower shall, at the request of Lender, in connection with one or more sales or assignments of the Note or participations therein (including, without limitation, any Syndication (as hereinafter defined)) or securitizations of rated single or multi- class securities (the “Securities”) secured by or evidencing ownership interests in the Note and other Loan Documents to one the Security Instrument, including in connection with collateralized debt obligations or more investors as collateralized loan obligations (a whole loan“Securitization”, (ii) participate the Loan secured by this Guaranty to one or more investorsand each such sale, (iii) deposit this Guarantyassignment, the Note and other Loan Documents with Syndication, participation and/or Securitization, 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 ): (a) (i) provide such financial and other information with respect to the Property, Borrower and its Affiliates, Manager and any tenants of the Property, (ii) provide business plans and budgets relating to the Property and (iii) perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be requested from time to time by Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all customary and its reasonable requirements imposed by any discretion or the Rating Agency Agencies or potential investor involved in any Secondary Market Transaction. Guarantor shall provide such information and documents relating to Guarantor as Lender may reasonably request be necessary or appropriate in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan in connection with its marketing for a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to this paragraph (a) being called the “Provided Information”), (b) cause counsel to render opinions as to non-consolidation and any other opinion customary in securitization transactions with respect to the Property, Borrower and its Affiliates, which counsel and opinions shall be satisfactory to Lender in its reasonable discretion and the Rating Agencies; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Property, Borrower and the Loan Documents as are customarily provided in such transactions and as may be requested by Lender in its reasonable discretion or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower and Sole Member from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower’s organizational documents, as may be requested by Lender or the Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that no such amendment shall result in a material economic change in the transaction, decrease Borrower’s rights or increase Borrower’s liabilities under this Agreement or any other Loan Documents. (b) Borrower acknowledges that Lender may syndicate a portion of the Loan to one or more lenders (the “Syndication”) and in connection therewith, Borrower will take all reasonable actions as part Lender may request in its reasonable discretion to assist Lender in its 73 71215191 (c) Notwithstanding anything to the contrary contained in this Section 9.1.1, Borrower and Guarantor shall not be required to incur any material out-of-pocket expenses in the performance of its business developmenttheir obligations under this Section 9.1.1, other than the costs and expenses of Borrower’s attorneys and other professional consultants, if any, which shall be borne by Borrower.

Cooperation. Guarantor acknowledges that At Lender's request (to the extent not already required to be provided by Borrower under this Agreement), Owner, Borrower and ▇▇▇▇ shall cooperate with Lender to enable Lender to satisfy the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Applicable Rating Agencies in connection with one or more sales or assignments of the Note or participations therein or securitizations (including any FASIT) of rated single or multi-class securities (the "Securities") secured by or evidencing ownership interests in the Note and its successors the Mortgage (each such sale, assignment, participation and/or securitization, a "Secondary Market Transaction"). Neither Owner nor Borrower shall be required to incur any out-of-pocket expense to comply with the provisions of this Section 10.1.1 (unless Lender agrees to reimburse Owner or Borrower therefor). In furtherance of the foregoing, Owner, Borrower and assigns may ▇▇▇▇ shall, at the request of Lender in connection with any Secondary Market Transaction, and so long as the Loan is still outstanding: (i) sell this Guaranty, the Note provide updates of financial and other Loan Documents information with respect to one or more investors as a whole loanthe Collateral Property, Owner, Borrower and their respective Affiliates, Manager and any Tenants, (ii) participate provide updated business plans and budgets relating to the Loan secured by this Guaranty to one or more investors, Collateral Property and (iii) deposit this Guarantyperform or permit or cause to be performed or permitted such site inspections, the Note appraisals, surveys, market studies, environmental reviews and reports (Phase I's and, if appropriate, Phase II's), engineering reports and other Loan Documents with a trustdue diligence investigations of the Collateral Property, which trust as may sell certificates be reasonably requested from time to investors evidencing an ownership interest in time by Lender or the trust assets, Applicable Rating Agencies or (iv) otherwise sell the Loan as may be necessary 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 effecting any such Secondary Market Transaction and shall cooperate to 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 may reasonably request appropriate in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan in connection with its marketing for 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 and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Applicable Rating Agencies; (b) use reasonable efforts to cause counsel to render opinions as to non-consolidation, fraudulent conveyance, true sale and true contribution and any other opinion customary in securitization transactions with respect to the Collateral Property, Owner, Borrower and their respective Affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and the Applicable Rating Agencies; (c) provide current certificates of good standing and qualification with respect to Owner, Borrower and ▇▇▇▇ from appropriate Governmental Authorities; (d) execute such amendments to the Loan Documents and Owner's and Borrower's organizational documents as may be requested by Lender or the Applicable Rating Agencies or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (d) shall result in an economic change in the transaction or impose any material legal obligations on Owner or Borrower or restrict Owner or Borrower in any material way; (e) assist Lender in the event Lender requires the severance of the Note or any other Loan Document in order to adjust its security interest in the Collateral Property to enhance its position in the context of a Secondary Market Transaction, provided that such severance of the Note or other applicable adjustment in the security of the Loan pursuant to a Secondary Market Transaction shall be completed at the sole cost of the Lender; (f) deliver to Lender and/or any Applicable Rating Agency, (a) one or more Officer's Certificates certifying as part to the accuracy of its business developmentall representations made by Owner and Borrower in the Loan Documents as of the date of the Loan Closing 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, and (b) certificates of the relevant Governmental Authorities in all relevant jurisdictions indicating the good standing and qualification of Owner, Borrower, Owner Representative and Borrower Representative as of the date of the Secondary Market Transaction; (g) make such other representations and warranties as of the closing date of the Secondary Market Transaction with respect to the Collateral Property, Owner, Borrower, ▇▇▇▇, and the Loan Documents as are customarily provided in securitization transactions and as may be reasonably requested by the holder of the Note 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; (h) participate in any meeting reasonably requested by the Lender, such meeting to be attended by senior management of Owner, Borrower and/or ▇▇▇▇; and (i) obtain ratings of the Securities from two (2) or more Rating Agencies.

Cooperation. Guarantor acknowledges that Lender and its successors and assigns may Subject to the restrictions of Section 2.4 of the Funding Loan Agreement, at the Funding Lender’s or the Servicer’s request (i) sell to the extent not already required to be provided by the Borrower under this GuarantyBorrower Loan Agreement), the Note and other Loan Documents Borrower 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 Funding Lender or the Servicer in connection with one or more investors as sales or assignments of all or a whole loan, portion of the Governmental Lender Note or participations therein or securitizations of single or multi-class securities (iithe “Securities”) participate the Loan secured by this Guaranty to one or more investorsevidencing ownership interests in all or a portion of the Governmental Lender Note (each such sale, (iii) deposit this Guarantyassignment and/or securitization, 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 ; provided that neither the Borrower nor the Governmental Lender shall cooperate incur any third party or other out-of-pocket costs and expenses in connection with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any a Secondary Market Transaction, including the costs associated with the delivery of any Provided Information or any opinion required in connection therewith, and all such costs shall be paid by the Funding Lender or the Servicer, and shall not materially modify Borrower’s rights or obligations. Guarantor shall Without limiting the generality of the foregoing, the Borrower shall, so long as the Borrower Loan is still outstanding: (a) (i) provide such financial and other information with respect to the Borrower Loan, and documents with respect to the Project, the Borrower, the Manager, the contractor of the Project or the Borrower Controlling Entity, (ii) provide financial statements, audited, if available, relating to Guarantor the Project with customary disclaimers for any forward looking statements or lack of audit, and (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 and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the Project, as may be reasonably requested from time to time by the Funding Lender or the Servicer or the Rating Agencies or as may reasonably request be necessary or appropriate in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan in connection with its marketing for 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 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; (b) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Project, 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 representations and warranties as they exist on the date thereof; and (c) execute such amendments to the Borrower Loan Documents and the Funding Loan Documents to accommodate such Secondary Market Transaction so long as such amendment does not affect the material economic terms of the Borrower Loan Documents and the Funding Loan Documents and is not otherwise as part of adverse to the Borrower in its business developmentreasonable discretion.

Cooperation. Guarantor acknowledges that Lender 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 use reasonable efforts (at the sole cost and its successors expense of Lender, including reimbursement of all out-of-pocket third party fees and assigns reasonable expenses of Borrower) to satisfy the market standards to which the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the sale of the Note or participations therein or the first successful securitization (such sale and/or securitization, the “Securitization”) of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note and the Mortgage, including, without limitation, to: (a) (i) sell this Guaranty, provide such available or otherwise required under the Note Loan Documents financial and other Loan Documents information with respect to one or more investors as a whole loanthe Property, Borrower and the Manager, (ii) participate provide available or otherwise required under the Loan secured by this Guaranty Documents budgets relating to one or more investors, the Property and (iii) deposit this Guarantyto perform or permit or cause to be performed or permitted such site inspection, and furnish appraisals, market studies, environmental reviews and reports, and engineering reports of the 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 (the “Provided Information”), it being understood and agreed by Borrower and Lender, however, that any such information regarding Guarantor shall remain confidential; (b) execute such amendments to the Loan Documents and organizational documents as may be reasonably requested by the holder of the Note or the Rating Agencies or otherwise to comply with Rating Agency Requirements to effect the Securitization; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (i) change the interest rate, the Note and stated maturity or the amortization of principal set forth in the Note, (ii) modify or amend any other material economic term of the Loan, or (iii) increase Borrower’s obligations under this Agreement or the other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in or decrease Borrower’s rights under this Agreement or the trust assets, or (iv) otherwise sell other Loan Documents; and provided further that the Loan or interest therein to investors (aggregate amount of the transactions referred to in clauses substitute notes shall (i) through be no more than the then unpaid principal amount secured by the Mortgage, and (ivii) are hereinafter each referred contain terms, provisions and clauses (x) no less favorable to as “Secondary Market Transaction”)Borrower than those contained herein and in the Note, and (y) which do not increase Borrower’s obligations hereunder or decrease Borrower’s rights under the Loan Documents. Guarantor If Lender redefines the interest rate, the amount of interest payable under the severed notes, in the aggregate, shall cooperate at all times equal the amount of interest which would have been payable under the Note at the Regular Interest Rate. In cooperating with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor shall provide such Lender’s requests for information and documents relating documentation required by Lender to complete any Securitization as set forth in this Agreement, neither Borrower nor any Guarantor as Lender may reasonably request in connection with such Secondary Market Transaction. In additionshall: (1) incur any additional liability, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (2) suffer any increased obligation or (3) diminish any of their respective rights under this Agreement of any other potential investors), 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 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, Guarantor in the form as provided by 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 developmentDocument.

Cooperation. Guarantor acknowledges that Lender CareSource and its successors CGHC agree to coordinate and assigns cooperate with respect to each Required Approval and to promptly respond to any requests for information, inquiries or comment letters issued by any Governmental Authority in connection with a Required Approval and to promptly respond to any proposed undertakings or commitments sought by any Governmental Authority. Subject to such confidentiality restrictions as may be reasonably requested and applicable Laws relating to the exchange of information and the other terms and conditions of this Section 5.4, and without limiting the specific obligations set forth herein, each of CareSource and CGHC will use commercially reasonable efforts to: (i) sell this Guaranty, promptly inform the Note other of any substantive communication from any Governmental Authority regarding the transactions contemplated hereby; and other Loan Documents to one or more investors as a whole loan, (ii) participate afford the Loan secured by this Guaranty other a commercially reasonable opportunity to one review and reasonably comment on drafts of any notices, filings and applications filed or more investors, (iii) deposit this Guaranty, 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 effecting any such Secondary Market Transaction and shall cooperate to 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 may reasonably request made in connection with the Required Approvals; provided, however, that any competitively-sensitive information shared among the Parties will be on an outside counsel-only basis. Each of CareSource and CGHC agree to include the other in any substantive meetings with any Governmental Authority related to any Required Approval or any consent, approval, waiver or clearance by such Secondary Market Transaction. In addition, Guarantor shall make available Governmental Authority and will mutually collaborate in developing strategy for responding 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 (any investigation or other potential investors)inquiry. With regard to the CMS Approval, Rating AgenciesCGHC, accounting firmssubject to good faith consultations with CareSource and good faith consideration of CareSource’s views and comments, law firms shall take the lead in coordinating communications with CMS and developing strategy for responding to any investigation or other third-party advisory firms involved with inquiry by CMS related to the Loan CMS Approval. Upon the terms and subject to the Loan Documents conditions hereof, and except as otherwise expressly provided in this Agreement, CareSource and CGHC shall use, and each shall cause its respective Affiliates to use, reasonable best efforts to, as promptly as practicable obtain from or the applicable Secondary Market Transaction. It is understood that the information provided provide to any Governmental Authority all consents, licenses, Permits, waivers, approvals, authorizations, declarations, filings and notifications or Orders required to be obtained or made by Guarantor to Lender may ultimately be incorporated into the offering documents for the Secondary Market Transaction and thus various investors may also see some CareSource 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan CGHC in connection with its marketing for the Required Approvals. Notwithstanding anything contained in this Agreement to the contrary, CareSource shall not be obligated to agree to any arrangement that would (v) require CareSource, CGHC or any Affiliate of CareSource to maintain a Secondary Market Transaction certain number of employees or otherwise as part of its business development.minimum headcount in any jurisdiction or region,

Cooperation. Guarantor acknowledges (a) In the event that Lender and its successors and assigns may a Responsible Officer (as defined in the Master Indenture) of the Indenture Trustee gets written notice or has actual knowledge that the Indenture Trustee shall be deemed to have a perfected security interest equal to or prior to the security interest of the Collateral Agent in any of the Note Collateral at any time hereafter, the Indenture Trustee shall (i) sell promptly notify all other parties to this GuarantyAgreement, the Note and other Loan Documents to one or more investors as a whole loan, (ii) participate take any and all steps necessary, at the Loan secured by this Guaranty direction of the Borrower, to one have such perfected security interest released or more investorsassigned to the Collateral Agent, on behalf of the Note Facility Secured Parties. (iiib) deposit this GuarantyIn the event that the Collateral Agent shall be deemed to have a first priority perfected security interest in any of the Securitization Property at any time hereafter, 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 Collateral Agent shall (i) through promptly notify all other parties to this Agreement, and (ivii) are hereinafter each referred take any and all steps necessary to as have such first priority perfected security interest released or assigned to the Indenture Trustee for the benefit of the Noteholders, the Indenture Trustee or other secured parties under the Master Indenture (the “Secondary Market TransactionSecured Parties”). (c) The Collateral Agent hereby agrees promptly to transfer and return to, or in accordance with the written direction of, the Indenture Trustee, at such account or other place as the Indenture Trustee may so instruct, any funds or other property that are received by the Collateral Agent and that are identified to the Collateral Agent in writing as not constituting Note Collateral but instead constituting Securitization Property. Guarantor shall cooperate with Lender For purposes of maintaining the perfection of the Indenture Trustee’s interest therein, the Indenture Trustee hereby appoints the Collateral Agent as its agent in effecting any respect of such Secondary Market Transaction funds or other property and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor shall provide the Collateral Agent accepts such information and documents relating to Guarantor appointment; provided, that the Collateral Agent’s sole duty as Lender may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender agent shall be permitted to share all hold such information funds and other property in trust for the benefit of the Indenture Trustee and to transfer such funds or other property to or at the written direction of the Indenture Trustee as aforesaid. (d) Subject to the Indenture Trustee’s obligations under the JPM Intercreditor Agreement, the Indenture Trustee hereby agrees promptly to transfer and return to, or in accordance with the investment banking firms (directions of, the Collateral Agent, at such account or other potential investors)place as the Collateral Agent may instruct, Rating Agenciesany funds or other property that are received by the Indenture Trustee and that are identified to the Indenture Trustee, accounting firmsin writing by Fingerhut or the Collateral Agent, law firms as not constituting Securitization Property but instead constituting Note Collateral. For purposes of maintaining the perfection of the Collateral Agent’s interest therein, the Collateral Agent hereby appoints the Indenture Trustee as its agent in respect of such funds and other third-party advisory firms involved with the Loan property and the Loan Documents or the applicable Secondary Market Transaction. It is understood Indenture Trustee accepts such appointment; provided, that the information provided by Guarantor Indenture Trustee’s sole duty as such agent shall be to Lender may ultimately be incorporated into the offering documents hold such funds or other property in trust for the Secondary Market Transaction and thus various investors may also see some or all benefit of the information. Lender Collateral Agent and all to transfer such funds or other property to the Collateral Agent’s Collection Account at the direction of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied by, Collateral Agent or on behalf of, Guarantor in the form Fingerhut as provided by 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 developmentaforesaid.

Cooperation. Guarantor acknowledges that Lender and its successors and assigns may Subject to the restrictions of Article II of the Funding Loan Agreement, at the Funding Lender’s or the Servicer’s request (i) sell to the extent not already required to be provided by the Borrower under this GuarantyBorrower Loan Agreement), the Note and other Loan Documents Borrower 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 Funding Lender or the Servicer in connection with one or more investors as sales or assignments of all or a whole loan, portion of the Governmental Lender Note and the Funding Loan or participations therein or securitizations of single or multi-class securities (iithe “Securities”) participate the Loan secured by this Guaranty to one or more investors, (iii) deposit this Guaranty, evidencing ownership interests in all or a portion of the Governmental Lender Note and other the Funding Loan Documents with (each such sale, assignment and/or securitization, 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 ; provided that the Borrower shall cooperate not incur any third party or other out-of-pocket costs and expenses in connection with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any a Secondary Market Transaction, including the costs associated with the delivery of any Provided Information or any opinion required in connection therewith, and all such costs shall be paid by the Funding Lender or the Servicer, and shall not materially modify Borrower’s rights or obligations. Guarantor shall Without limiting the generality of the foregoing, the Borrower shall, so long as the Borrower Loan is still outstanding: (i) (i) provide such financial and other information with respect to the Borrower Loan, and documents with respect to the Project, the Borrower, the Manager, the contractor of the Project or the Borrower Controlling Entity, (ii) provide financial statements, audited, if available, relating to Guarantor the Project with customary disclaimers for any forward looking statements or lack of audit, and (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, engineering reports and other due diligence investigations of the Project, as may be reasonably requested from time to time by the Funding Lender or the Servicer or the Rating Agencies or as may reasonably request be necessary or appropriate in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan in connection with its marketing for 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 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; (ii) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Project, 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 representations and warranties as they exist on the date thereof; and (iii) execute such amendments to the Borrower Loan Documents and the Funding Loan Documents to accommodate such Secondary Market Transaction so long as such amendment does not affect the material economic terms of the Borrower Loan Documents and the Funding Loan Documents and is not otherwise as part of adverse to the Borrower in its business developmentreasonable discretion.

Cooperation. Guarantor acknowledges that Lender On and its successors and assigns may after the Effective Date, the Reorganized Debtors agree to the reasonable cooperation with (i) sell this Guaranty, the Note Litigation Trust in connection with the Litigation Trust’s pursuit of the Assigned Preference Claims and other Loan Documents to one or more investors as a whole loan, the Non-D&O Non-Settling Defendant Claims and (ii) participate the Loan secured by this Guaranty to one or more investors, Creditor Trust in connection with the Creditor Trust’s pursuit of the State Law Avoidance Claims (iii) deposit this Guarantytogether with the Assigned Preference Claims and the Non-D&O Non- Settling Defendant Claims, the Note “Claims”) as follows: (a) Providing such Trustee (or its professionals) upon written request (including E-mail) of the respective Trustee (or its professionals) reasonable access to information and cooperation regarding the Claims, including but not limited to delivery of documents in the possession of, or witnesses under the control of, the Reorganized Debtors, to the extent that the Trustee could obtain the same by subpoena, notice of deposition or other permissible discovery request (a “Discovery Request”), without the need for a Discovery Request, such information to be used solely for the purposes set forth herein and the cooperation specified in section 3.4 of the Creditor Representative Supplement; (b) Causing witnesses under the Reorganized Debtors’ control to appear at any trial of the Causes of Action asserted in the Claims, without the need for the Trustee to serve a trial subpoena upon such witness; (c) At the reasonable request of either Trustee, take, or cause to be taken, all such further action as the respective Trustee may request in order to evidence or effectuate the transfer of the Litigation Trust Assets to the Litigation Trust and the Creditor Trust Assets to the Creditor Trust; (d) Notwithstanding Article I, the obligations of the Reorganized Debtors with respect to the Creditor Trust pursuit of the State Law Avoidance Claims shall be limited in scope to responding to requests from the Creditor Trustee regarding the identification of former shareholders of Lyondell Chemical who received Merger Consideration (as defined in the Lender Litigation Settlement Agreement), and their respective successors and assigns, and information related to the amounts received; (e) Retaining all books, records and other Loan Documents documents supporting the Claims and not destroying any such records until after the termination of the Trusts. To the extent a formal or informal document request, subpoena or other demand for production of documents related to a Claim is served upon the Reorganized Debtors by a defendant in an action pursued by or on behalf of the Trusts and the Trusts are in possession, custody or control of all or part of the responsive documents, the Reorganized Debtors may demand that the Trusts be responsible for producing such responsive documents in the Trusts’ possession, custody or control and the Trusts shall undertake such production; (f) Prior to the Effective Date, the Debtors shall provide the Trusts with a trustlist of all Allowed and Disputed General Unsecured Claims for wages or other remuneration in connection with the performance of services as an employee of a Debtor for any period prior to the filing of the Chapter 11 Cases (an “Identified Employee Claim”). Distributions from a Trust in respect of an Identified Employee Claim and for which Withholdings (as defined below) are required are hereinafter referred to as the “Trust Wage Distributions.” Each Trust, which trust may sell certificates severally and not jointly, hereby agrees to investors evidencing an ownership interest be responsible for the withholding, reporting and remittance on Trust Wage Distributions by such Trust required for federal, state and local income taxes; the employee and employer portion of social security and Medicare (i.e., Federal Insurance Contribution Act amounts) and unemployment taxes; interest; penalties; additions to tax; and similar amounts owed to a federal, state, local or other governmental authority (such amounts, the “Withholdings”) to the appropriate governmental authorities. Notwithstanding the foregoing, to the extent requested by a Trust in writing at least 45 days prior to a distribution date, the trust assets, or (iv) otherwise sell Reorganized Debtors hereby agree to act as disbursing agent for all of the Loan or interest therein Trust Wage Distributions to investors be made on such scheduled distribution date (the transactions referred “Applicable Distributions”). In connection with such written request, the Trust shall remit to in clauses the Reorganized Debtors the Applicable Distributions (from which the employee portion of any Withholdings, including interest, penalties, additions to tax and any similar amounts are to be taken), together with such additional amounts that may be required to cover the employer portion of social security and Medicare (i.e., Federal Insurance Contribution Act amounts) and unemployment taxes; interest; penalties; additions to tax; and similar amounts owed to a federal, state, local or other governmental authority. As soon as practicable after receipt of such funds, and such additional information as the Reorganized Debtors may reasonably request to process the Applicable Distributions, the Reorganized Debtors shall arrange (i) through to withhold, report and remit to the appropriate government authority in accordance with applicable laws and regulations, from the funds so provided, the Withholdings required in respect of the Applicable Distributions using the Reorganized Debtors’ payroll system and applicable employer identification numbers, and (ivii) to distribute the balance of the Applicable Distributions to the applicable beneficiary of the Trust. Nothing herein is intended to modify Section 7.17 of the Plan, which remains in effect. The parties further agree to cooperate with all reasonable requests for assistance and information relating to the Identified Employee Claims, and their respective obligations hereunder. For the avoidance of doubt, the Trusts are hereinafter assuming no obligation for Withholdings hereunder for any General Unsecured Claim that is not an Identified Employee Claim; and nothing herein shall require the Trust to withhold on distributions in respect of an Identified Employee Claim except as otherwise required by law, provided that the applicable Trust shall be responsible for any liabilities with respect to Withholdings on Identified Employee Claims in accordance with the third sentence of this Section 1.1(g). (g) All references in this Section 1.1 (and elsewhere in this Agreement) to cooperation and similar obligations running in favor of the Trustees, shall be deemed also to run in favor of such Trustee’s agents and representatives retained by the Trustees to pursue the Claims (including, for example, counsel, accountants and financial advisors) provided that each referred Trustee and its agents and representatives shall endeavor to use commercially reasonable efforts to coordinate between and among themselves with respect to requests made to the Reorganized Debtors in order to minimize burdens on the Reorganized Debtors; and (h) For the avoidance of any doubt, nothing within this Agreement shall obligate the Reorganized Debtors to facilitate the cooperation of any of its non-employee directors to be appointed in accordance to the Plan or any of such directors’ affiliates (other than the Reorganized Debtors), or their agents or employees (in their capacities as “Secondary Market Transaction”such). Guarantor This Agreement shall cooperate with Lender not encompass any information, documents, or materials developed by the Settling Defendants in effecting any such Secondary Market Transaction and shall cooperate to 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 may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 thus various investors may also see some or all course of the information. Lender and all Committee Litigation or that were in the sole custody of the aforesaid third-party advisors and professional firms shall be entitled Settling Defendants prior to rely on the information supplied by, or on behalf of, Guarantor in the form as provided by Guarantor. Lender may publicize the existence execution of the Loan in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business developmentLender Litigation Settlement Agreement.

Cooperation. 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 use reasonable efforts to provide information in Borrower’s possession and not in the possession of the holder of the Note in order to satisfy the market standards to which 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 Securitization, including, without limitation, to: (a) provide updated financial, budget and other information with respect to the Properties, Borrower and Guarantor acknowledges that and provide modifications and/or updates to, at Lender’s cost, -124- the appraisals, market studies, environmental reviews and reports (Phase I reports and, if appropriate, Phase II reports) and engineering reports of each Individual Property obtained in connection with the making of the Loan (all of the foregoing being referred to as the “Provided Information”), together, if customary, with appropriate verification and/or consents of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies; (b) make changes to the special purpose entity provisions of the organizational documents of any Borrower, any SPE Component Entity and their respective principals; provided, however, Borrower shall not be required to modify its successors organizational structure as of the Closing Date, if such modification would cause Borrower or direct or indirect owners of interests in Borrower to incur any additional tax liability; (c) at Borrower’s expense, not to exceed $25,000, cause counsel to render or update existing opinion letters as to enforceability and assigns non‑consolidation, and a 10b‑5 comfort letter, which may be relied upon by the holder of the Note, the Rating Agencies and their respective counsel, which shall be dated as of the closing date of the Securitization; (d) subject to the rights of tenants, permit site inspections, appraisals, market studies and other due diligence investigations of the Properties, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be reasonably necessary or appropriate in connection with the Securitization, at Lender’s cost; (e) make the representations and warranties with respect to the Properties, Borrower, Guarantor and the Loan Documents as are made in the Loan Documents and such other representations and warranties as may be reasonably requested by the holder of the Note or the Rating Agencies; (f) at the expense of each of Borrower and Lender to the extent of their own costs, execute such amendments to the Loan Documents as may be requested by the 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 (i) sell this Guarantychange the interest rate, the stated 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 other 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 Documents to one Bifurcation as well as the same aggregate principal balance and weighted amortization schedule except following an Event of Default or more investors as following any prepayment (whether resulting from the application of Net Proceeds after a whole loanCasualty or Condemnation or otherwise) of any portion of the principal amount of the Loan, (ii) participate modify or amend any other economic term of the Loan secured by this Guaranty to one or more investorsLoan, (iii) deposit this Guaranty, otherwise materially increase the Note and other obligations or adversely decrease the rights of Borrower under the Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, or (iv) otherwise sell result in Borrower being required to make more than one (1) monthly payment in the Loan or interest therein aggregate amount of all monthly payment obligations; (g) deliver to investors (the transactions referred to in clauses Lender and/or any Rating Agency, (i) through 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 (ivii) are hereinafter each referred to certificates of the relevant Governmental Authorities in all relevant jurisdictions indicating the good standing and qualification of Borrower as “Secondary Market Transaction”). Guarantor shall 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 effecting any obtaining ratings of the Securities from two (2) or more of the Rating Agencies; and (j) supply to Lender such Secondary Market Transaction documentation, financial statements and shall cooperate reports in form and substance required for Lender to implement comply with Regulations S‑X and AB of the federal securities laws, if applicable. Unless otherwise specifically set forth in this Section 13.3, all customary reasonable third party costs and reasonable requirements imposed expenses incurred by any Rating Agency Borrower or potential investor involved in any Secondary Market Transaction. Guarantor shall provide such information and documents relating to Guarantor as Lender may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender Borrower’s complying with requests made under this Section 13.3 shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 borne by Guarantor 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, Guarantor in the form as provided by 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 developmentBorrower.

Cooperation. Guarantor Executive agrees to cooperate with the Company and USAi to provide for an orderly transition in the leadership of the Company, including but not limited to working with a designated successor to Executive as Chief Executive Officer of the Company ("Successor") should such Successor be selected during the term of Executive's Employment Agreement. Executive acknowledges and agrees that Lender such an action by USAi (and its successors by the Company) would not constitute a breach of the Employment Agreement, and assigns would not constitute Good Reason for Executive to terminate his employment pursuant to said Agreement, and Executive hereby waives any such claim; provided, however, that any partial or complete assumption of Executive's duties and responsibilities by Successor (as determined by Executive in his sole good faith discretion) shall not be deemed to be, or constitute, a breach of the Employment Agreement by Executive; and provided, further, that any compensation payable to Successor, whether in cash, securities (including options) or otherwise, shall be excluded in computing Executive's Performance Bonus under the Employment Agreement. Except as expressly provided in this paragraph, the Company's and Executive's respective rights, duties and obligations under the Employment Agreement, which are separate and apart herefrom, shall not otherwise be affected hereby, including, without limitation, the Company's obligation upon request by Executive to repurchase Stock (including USAi securities issued in exchange therefor or replacement thereof) from Executive, the Rose▇ ▇▇▇ily Foundation and their respective transferees, to the extent applicable; provided, however, that Executive must provide a 30-day notice to the Company for such repurchase and such repurchase obligation of the Company may be satisfied by USAi causing the Company to arrange to place Executive's Stock (including USAi securities issued in exchange therefor or replacement thereof) with a third party; provided, further, that USAi will cause the Company to pay Executive the excess, if any, of the amount of cash Executive would have received with respect to such repurchase obligation, over the amount received by Executive in such placement. The parties agree that prior to the effective time of the merger involving the Company and USAi, Executive may elect with respect to his outstanding stock options (i) sell this Guaranty, to have such options assumed by USAi at the Note and other Loan Documents effective time pursuant to one or more investors as a whole loan, the terms of the merger agreement and/or (ii) participate to the Loan secured by extent such assumption is not elected, have USAi cause the Company to provide Executive at the effective time of the merger with an amount (the "spread") equal to the product of (A) the excess of the "merger consideration" per share in such merger over the exercise price per share of the option, times (B) the number of shares subject to such option with respect to which Executive elects this Guaranty clause (ii). To the extent Executive elects to one receive the spread for all or more investors, (iii) deposit this Guarantya portion of his option, the Note and other Loan Documents Company may elect to provide the spread in cash and/or shares of USAi stock; provided, that, if requested by Executive at the effective time of the merger, USAi shall cause the Company to arrange to place any such shares with a trustthird party and USAi shall cause the Company to pay Executive the excess, which trust may sell certificates if any, of the amount of cash Executive would have received for such portion of the spread, over the amount received by Executive in such placement. Executive hereby agrees not to investors evidencing an ownership interest in the trust assetsexercise any election under Section 9 of his December 15, 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 effecting any such Secondary Market Transaction and shall cooperate to 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 may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information 1993 option agreement with the investment banking firms (or other potential investors)Company, Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with waives 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 thus various investors may also see some or all application 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, Guarantor in the form as provided by 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 developmentsuch section.

Cooperation. Guarantor acknowledges that Lender and its successors and assigns may (i) sell this GuarantySeller shall use commercially reasonable efforts to keep Buyer reasonably informed as to the status of any Permitted Business Sale, including by providing (A) updates to Buyer, promptly following the Note written request from Buyer (which requests shall not be more frequent than twice in any calendar month), with respect to the progress of any Permitted Business Sale and (B) any information or responses reasonably requested by Buyer with respect to the level of interest of or status of negotiations with any Permitted Purchaser(s) in respect of any Permitted Business Sale (to the extent permissible under any applicable confidentiality agreement between Seller and any such Permitted Purchaser in respect of any such Permitted Business Sale). Buyer shall, and shall cause its Affiliates to, cooperate in good faith and provide reasonable assistance with respect to any Permitted Business Sale, with a view toward, among other Loan Documents factors, Seller and its Affiliates maximizing the purchase price and consummating such Permitted Business Sale, including by (A) taking reasonable actions to cooperate with Seller, any Permitted Purchaser or any of their respective Affiliates (as applicable) with respect to any regulatory filings that may be needed in connection with the applicable Permitted Business Sale, (B) consenting to the full or partial assignment or novation of any related Contracts to which Buyer or any of its Affiliates is party (including any Buyer Commercial Contract and any or all transition services applicable to businesses or assets being sold in such Permitted Business Sale) on terms reasonably acceptable to Buyer, (C) agreeing to provide to any Permitted Purchaser that consummates a Permitted Business Sale, or, if the Airbus Prestwick Business is acquired by Buyer or one or more investors of its Affiliates at Closing in accordance with Article II, Boeing, any transitional services as a whole loanreasonably requested by Seller, such Permitted Purchaser or Boeing, as applicable, which services shall be provided at Buyer’s actual internal and external costs and shall otherwise be on terms that are reasonably acceptable to Buyer and (iiD) participate consenting to the Loan secured by provision of Buyer’s and its Affiliates’ applicable Contracts with Seller and/or any of its Affiliates (including any Buyer Commercial Contract) or any information regarding the existence, terms and status of this Guaranty to one or more investors, (iii) deposit this GuarantyAgreement, the Note Ancillary Agreements, the Transactions and other Loan Documents with a trustthe negotiations related thereto, which trust may sell certificates in each case, to investors evidencing an ownership interest in the trust assets, any Permitted Purchaser or (iv) otherwise sell the Loan any of its Affiliates 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 effecting any such Secondary Market Transaction and shall cooperate to 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 may reasonably request Representatives in connection with such Secondary Market Transaction. In additionPermitted Purchaser’s diligence with respect to a Permitted Business Sale, Guarantor subject to such Permitted Purchaser agreeing to customary confidentiality obligations in favor of Seller or its Affiliates in form and substance acceptable to Seller and Buyer. (ii) Notwithstanding anything in this Section 6.06 to the contrary, except to the extent expressly set forth in a definitive agreement between Seller or any of its Affiliates and any Permitted Purchaser providing for a Permitted Business Sale, neither Seller nor any of its Affiliates shall make available have any obligation 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 (pay any fees, consideration or other potential investors)amounts, Rating Agenciesor concede anything of monetary or economic value or otherwise make any accommodation or provide any benefit, accounting firmsto any Permitted Purchaser, law firms any Governmental Entity or any other Person, in each case, for purposes of consummating any Permitted Business Sale. For the avoidance of doubt, and other third-party advisory firms involved with notwithstanding anything herein to the Loan and contrary, 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 thus various investors may also see some or all consummation of a sale of the information. Lender and all Subang Business, the consummation of sale of the aforesaid third-party advisors and professional firms shall be entitled to rely on Airbus Prestwick Business nor the information supplied by, or on behalf of, Guarantor in the form as provided by Guarantor. Lender may publicize the existence consummation of a sale of the Loan Remaining Belfast Business, in connection each case, to a third party in accordance with its marketing for this Section 6.06 shall not be a Secondary Market Transaction or otherwise as part of its business developmentcondition to Closing.

Cooperation. Guarantor acknowledges that Lender and its successors and assigns may Subject to the restrictions of Section 2.4 of the Funding Loan Agreement, at the Funding Lender’s or the Servicer’s request (i) sell to the extent not already required to be provided by the Borrower under this GuarantyBorrower Loan Agreement), the Note and other Loan Documents Borrower 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 Funding Lender or the Servicer in connection with one or more investors as sales or assignments of all or a whole loan, portion of the Governmental Lender Note and the Funding Loan or participations therein or securitizations of single or multi-class securities (iithe “Securities”) participate the Loan secured by this Guaranty to one or more investors, (iii) deposit this Guaranty, evidencing ownership interests in all or a portion of the Governmental Lender Note and other the Funding Loan Documents with (each such sale, assignment and/or securitization, 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 ; provided that the Borrower shall cooperate not incur any third party or other out-of-pocket costs and expenses in connection with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any a Secondary Market Transaction, including the costs associated with the delivery of any Provided Information or any opinion required in connection therewith, and all such costs shall be paid by the Funding Lender or the Servicer, and shall not materially modify Borrower’s rights or obligations. Guarantor shall Without limiting the generality of the foregoing, the Borrower shall, so long as the Borrower Loan is still outstanding: (a) (i) provide such financial and other information with respect to the Borrower Loan, and documents with respect to the Project, the Borrower, the Manager, the contractor of the Project or the Borrower Controlling Entity, (ii) provide financial statements, audited, if available, relating to Guarantor the Project with customary disclaimers for any forward looking statements or lack of audit, and (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 and, if appropriate, Phase II), engineering reports and other due diligence investigations of the Project, as may be reasonably requested from time to time by the Funding Lender or the Servicer or the Rating Agencies or as may reasonably request be necessary or appropriate in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan in connection with its marketing for 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 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; (b) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Project, 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 representations and warranties as they exist on the date thereof; and (c) execute such amendments to the Borrower Loan Documents and the Funding Loan Documents to accommodate such Secondary Market Transaction so long as such amendment does not affect the material economic terms of the Borrower Loan Documents and the Funding Loan Documents and is not otherwise as part of adverse to the Borrower in its business developmentreasonable discretion.

Cooperation. Guarantor acknowledges that Borrower, agrees (and agrees to cause Guarantor) to cooperate with Lender (and its successors agrees to cause their respective officers and assigns may (irepresentatives to cooperate) sell in connection with any transfer made or any Securities created pursuant to this GuarantyArticle IX, including, without limitation, the Note taking, or refraining from taking, of such action as may be necessary to satisfy all of the conditions of any Investor, the delivery of an estoppel certificate required in accordance with Section 5.1.15 hereof and such other documents as may be reasonably requested by Lender, and the execution of amendments to this Agreement, the Note, the Security Instrument and other Loan Documents to one or more investors and Borrower’s organizational documents as a whole loan, reasonably requested by Lender; provided that (i) Lender shall pay all of Borrower’s actual out-of-pocket costs and reasonable expenses in connection with Borrower’s obligations under this Section 9.2 and (ii) participate no changes to the Loan secured by this Guaranty to one Documents shall be required which will result in an increase in the aggregate debt or more investors, monthly debt service payments (iii) deposit this Guaranty, or otherwise increase Borrower’s or Guarantor’s obligations or liabilities under the Note and other Loan Documents with (other than, in each case, administratively or in 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”de minimis respect)). Borrower shall also furnish and Borrower and Guarantor shall cooperate with consent to Lender in effecting any furnishing to such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by Investors or prospective Investors or any Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor shall provide such and all information concerning the Property, the Leases, the financial condition of Borrower and documents relating to Guarantor as Lender may reasonably request 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 Secondary Market Transaction. In additionIndemnified Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement of any material fact contained in a Disclosure Document or arise out of or are based upon the 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, Guarantor shall make available 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 will be liable in any such case under this Section 9.2 only to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or omission made therein in reliance upon and in conformity with information furnished 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), 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 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan Borrower in connection with its marketing for a Secondary Market Transaction the preparation of the Disclosure Document or in connection with the underwriting or closing of the Loan, including, without limitation, financial statements 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 otherwise as part have and shall survive the termination of its business developmentthe Security Instrument and the satisfaction and discharge of the Debt.

Cooperation. Guarantor acknowledges 15.1 Seller has advised Buyer that Lender it may be necessary after the Close of Escrow for Seller (or its representatives) to audit the 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 litigation by or against Seller and its successors and assigns may Affiliates with respect to the Property, any tax audit, examination or challenge or similar proceeding, or any calculation of sums payable under Section 5. Accordingly, Buyer hereby: (i) sell this Guaranty, agrees to retain the Note Records and other Loan Documents Plans with respect to one the period prior to the Closing Date at the Property for a period of seven (7) years after the Close of Escrow or more investors such additional period as a whole loan, may reasonably be requested by Seller; (ii) participate grants Seller, its Affiliates and their respective representatives access to the Loan secured by this Guaranty to one or more investorssuch Records and Plans and the Property after the Close of Escrow, at reasonable times and upon reasonable prior notice, for such purposes; (iii) deposit this Guarantysubject to the rights of guests in guest rooms, tenants under tenant leases, grants Seller, its Affiliates, and their respective representatives access to the Note Property after the Close of Escrow for the purpose of conducting such inspections and/or testing (including destructive testing) of the Property as may be necessary or advisable in connection with any litigation and other Loan Documents with proceedings to which Seller is a trustparty (provided that Seller shall give Buyer prior notice of the 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, which trust may sell certificates appraisal fees, engineering fees and other expenses of any kind relating to investors evidencing an ownership interest in the trust assetsinspection 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 (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 effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor Seller's Affiliate shall provide Buyer with certificates of insurance from Seller's agents from an insurance carrier and for such information risks and documents relating policy limits as Seller shall reasonably approve. 15.1.3 Seller agrees to Guarantor as Lender may reasonably request keep the Property free from any liens arising out of or in connection with such Secondary Market Transaction. In additiontesting and inspection. 15.1.4 Seller, Guarantor 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 make available hold harmless, indemnify and defend Buyer for all losses relating to Lender all information concerning any action by Seller, its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (Affiliates and/or agents at or other potential investors), 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 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 byProperty after the Closing. 15.1.6 Buyer agrees to cooperate with Seller, or on behalf of, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan its Affiliates and their respective representatives in connection with its marketing any such litigation or proceedings with respect to the Property, any such tax audit, examination or challenge or similar proceeding, or any such calculation of sums payable under Section 5, said cooperation to be at no material cost or expense to Buyer. 15.2 Seller shall cooperate with Buyer in connection with the assignment of all transferable Licenses and Permits to Buyer and the application for a Secondary Market Transaction or otherwise as part and procurement of its business developmentreplacements of any non-transferable Licenses and Permits.

Cooperation. Guarantor acknowledges that Lender and its successors and assigns may Subject to the restrictions of Section 2.6 of the Funding Loan Agreement, at the Funding Lender’s or the Servicer’s request (i) sell to the extent not already required to be provided by the Borrower under this GuarantyBorrower Loan Agreement), the Note and other Loan Documents Borrower 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 Funding Lender or the Servicer in connection with one or more investors as sales or assignments of all or a whole loan, portion of the Governmental Lender Note and the Funding Loan or participations therein or securitizations of single or multi-class securities (iithe “Securities”) participate the Loan secured by this Guaranty to one or more investors, (iii) deposit this Guaranty, evidencing ownership interests in all or a portion of the Governmental Lender Note and other Funding Loan Documents with (each such sale, assignment and/or securitization, 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 ; provided that the Borrower shall cooperate not incur any third party or other out-of-pocket costs and expenses in connection with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any a Secondary Market Transaction, including the costs associated with the delivery of any Provided Information or any opinion required in connection therewith, and all such costs shall be paid by the Funding Lender or the Servicer, and shall not materially modify Borrower’s rights or obligations. Guarantor shall Without limiting the generality of the foregoing, the Borrower shall, so long as the Borrower Loan is still outstanding: (i) provide such financial and other information with respect to the Borrower Loan, and documents with respect to the Project, the Borrower, the Manager, the contractor of the Project or the Borrower Controlling Entity, (ii) provide financial statements, audited, if available, relating to Guarantor the Project with customary disclaimers for any forward looking statements or lack of audit, and (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 and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the Project, as may be reasonably requested from time to time by the Funding Lender or the Servicer or the Rating Agencies or as may reasonably request be necessary or appropriate in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan in connection with its marketing for 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 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; (b) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Project, 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 representations and warranties as they exist on the date thereof; and (c) execute such amendments to the Borrower Loan Documents and the Funding Loan Documents to accommodate such Secondary Market Transaction so long as such amendment does not affect the material economic terms of the Borrower Loan Documents and the Funding Loan Documents and is not otherwise as part of adverse to the Borrower in its business developmentreasonable discretion.

Cooperation. Guarantor acknowledges If CELGENE fails to use reasonable efforts in Europe, Canada, or the PACIFIC RIM, as set forth in Section 3.2(a) of this Agreement, or to sublicense such rights to a THIRD PARTY, then CMCC shall have the right to COOPERATE with CELGENE to find an appropriate SUBLICENSEE for such rights. For purposes of this Section 3.2(b), and for Sections 3.3(b) and 3.4, the term "COOPERATE" means that Lender and its successors and assigns may (i) sell this GuarantyCMCC shall have the right to (a) identify for -18- <PAGE> CELGENE a THIRD PARTY interested in entering into a sublicense agreement with CELGENE, pursuant to which CELGENE would grant such THIRD PARTY a sublicense of the Note rights, duties and/or obligations granted to CELGENE hereunder in the THALIDOMIDE PATENT RIGHTS and/or the MIXED PATENT RIGHTS, in whole or in part, in the relevant region and/or for the relevant indication and other Loan Documents (b) to one the extent CELGENE so requests, assist or more investors as a whole loanparticipate in the drafting and/or negotiation of such sublicense agreement, and (ii) participate CELGENE shall have the Loan secured by obligation to negotiate in good faith with such THIRD PARTY for such sublicense agreement. Prior to and from time to time during the exercise of its right to COOPERATE, CMCC shall consult with BIOVENTURE as to potential SUBLICENSEES; provided that (x) CMCC shall not be required to obtain the consent of BIOVENTURE; (y) BIOVENTURE's right to consult shall not create in CELGENE or in CMCC any right to withhold or delay the fulfillment of its obligation to COOPERATE. If CELGENE fails to negotiate in good faith with such THIRD PARTY to execute such a sublicense agreement within a reasonable period of time, and CELGENE has not, within such time period, entered into such a sublicense agreement with another THIRD PARTY or otherwise cured the relevant breach of its diligence obligations under this Guaranty Section 3.2, then CMCC shall have the right and option to one or more investors, (iii) deposit this Guaranty, terminate the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest licenses granted in the trust assetsregion where such failure has occurred, i.e., Europe, Canada, or the PACIFIC RIM, respectively, by giving CELGENE sixty (iv60) otherwise sell the Loan or interest therein to investors (the transactions referred to days prior written notice thereof, in clauses (i) through (iv) are hereinafter each referred to as “Secondary Market Transaction”accordance with Section 15.4(b)(ii). Guarantor shall cooperate with Lender in effecting any such Secondary Market Transaction and shall cooperate to 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 may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by 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.-19- <PAGE>

Cooperation. Guarantor (a) Borrower acknowledges that Lender and its successors and assigns may (i) sell sell, transfer or assign this GuarantyLoan Agreement, the Note and other Loan Security Documents to a trust or to one or more investors as a whole loan, loan in a rated or unrated public offering or private placement; (ii) participate grant participation interests in the Loan secured by this Guaranty to one or more investors, investors in a rated or unrated public offering or private placement; (iii) deposit this GuarantyLoan Agreement, the Note and other Loan Security Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, assets in a rated or unrated public offering or private placement; or (iv) otherwise sell the Loan or interest 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 each referred to as “Secondary Market Transaction”"SECONDARY MARKET TRANSACTIONS"). Guarantor Borrower shall cooperate in good faith with Lender in effecting (but shall not be obligated to incur any out-of-pocket expense) to effect any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor NSRO involved in any Secondary Market Transaction. Guarantor shall provide , including: (i) making available to Lender all readily available information concerning Borrower's business and operations which Lender may reasonably request, including financial information relating to the Mortgaged Property and such other information and documents relating to Guarantor Borrower, the Lease, the Management Agreements, the Multi-Party Agreement or the Mortgaged Property as Lender may reasonably request; (ii) 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), 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 Secondary Market Transaction; and (iii) at Lender's cost and expense making all structural or other changes to the Loan, modifying any documents evidencing or securing the Loan, modifying the organizational documents of Borrower, using reasonable efforts to cause the modification of the Lease, delivering opinions of counsel acceptable to the Rating Agencies and addressing such matters as the Rating Agencies may require; provided, however, that Borrower 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 modify any material term of the Loan if such modification would adversely affect Borrower in any material respect nor be required to modify the provisions of Article 5, or Sections 9.01, this Section 12.12 or Section 12.13 hereof. Subject to the conditions of paragraph 35 of the Lease, Borrower must provide, at its expense, such information and documents as are in Borrower's possession, custody, or control or which Borrower may obtain without unreasonable effort relating to Borrower, any guarantor, the Mortgaged Property, the Lease and Tenant (provided that Borrower shall not be obligated to provide information which is the subject of a confidentiality agreement with a third party) as Lender or any Rating Agency may reasonably request in connection with such a Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. provide to prospective investors any information in its possession, including, financial statements relating to Borrower, the Mortgaged Property and Tenant, and Lender shall be permitted to may share all such information with the investment banking firms (or other potential investors)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 Borrower to Lender may ultimately be incorporated into the offering documents for the Secondary Market Transaction and thus such information may be disclosed to various investors may also see some or all of in connection with the informationSecondary Market Transaction. Lender and all of the aforesaid third-party advisors and professional firms shall be entitled to may rely on the information supplied byby or on Borrower's behalf. (b) If any Secondary Market Transaction includes the preparation of a preliminary and final private placement memorandum, offering circular or prospectus, Borrower agrees to provide in connection with such Secondary Market Transaction, at the reasonable cost and expense of Lender, a certificate certifying to Lender that Borrower has carefully examined the portion of such memorandum, offering circular or prospectus relating to the Mortgaged Property, the Lease, the Loan and Borrower and that such sections will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading with respect to the Mortgaged Property, the Lease, the Loan or Borrower. Further, if any Secondary Market Transaction includes the preparation of such memorandum, offering circular or prospectus which requires disclosure about the Mortgaged Property, the Lease or the Loan, BORROWER, TO THE EXTENT PERMITTED BY LAW, HEREBY INDEMNIFIES THE INDEMNIFIED PARTIES FROM AND AGAINST ANY INDEMNIFIED LIABILITIES TO WHICH THE INDEMNIFIED PARTIES MAY BECOME SUBJECT (INCLUDING, ANY LEGAL OR OTHER EXPENSES REASONABLY INCURRED BY THEM IN CONNECTION WITH INVESTIGATING OR DEFENDING ANY SUCH INDEMNIFIED LIABILITY) TO THE EXTENT ANY SUCH INDEMNIFIED LIABILITY IS BASED UPON ANY UNTRUE STATEMENT OF ANY MATERIAL FACT CONTAINED IN SUCH SECTIONS REVIEWED AND CERTIFIED BY BORROWER OR IS BASED UPON THE OMISSION TO STATE THEREIN A MATERIAL FACT REQUIRED TO BE STATED IN SUCH SECTIONS OR NECESSARY IN ORDER TO MAKE THE STATEMENTS IN SUCH SECTIONS, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING; provided, however, that Borrower will be liable in any such case under the preceding indemnification only to the extent that any such Indemnified Liability is based upon any such untrue statement or omission made therein in reliance upon and in conformity with information furnished to Lender by or on behalf ofof Borrower. Nothing contained herein shall impose liability upon Borrower for any Indemnified Liability arising out of or based upon an untrue statement of any material fact contained in any statement, Guarantor report or document provided to Lender on behalf of Borrower by a party who is not an affiliate of Borrower (a "THIRD PARTY REPORT") or arising out of or based upon the omission to state therein a material fact required to be stated therein or necessary in order to make the form as provided by Guarantorstatements therein, in light of the circumstances under which they were made, not misleading, unless Borrower has actual knowledge that such Third Party Report contains such untrue statement or omission. Lender This indemnity agreement is in addition to any liability which Borrower may publicize otherwise have, and shall survive payment in full of the existence Debt or any termination or satisfaction of the Lien of the Indenture or foreclosure of the Indenture. The provisions of this Section 12.12 do not apply to the initial sale of the Loan which is expected to occur immediately after the closing of the Loan. The liability of Borrower under this Section 12.12 is limited in connection accordance with its marketing for a Secondary Market Transaction or otherwise as part the provisions of its business developmentSection 12.13 hereof. BORROWER ACKNOWLEDGES THAT PURSUANT TO THE FOREGOING INDEMNITY IT HAS AGREED TO INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES ARISING BY REASON OF THE ACTS OR OMISSIONS OF ANY OF THE INDEMNIFIED PARTIES AND OTHERWISE, WHICH LIABILITIES INCLUDE, WITHOUT LIMITATION, EXCEPT AS PROVIDED ABOVE, SOLE NEGLIGENCE, CONCURRENT NEGLIGENCE, STRICT LIABILITY, CRIMINAL LIABILITY, STATUTORY LIABILITY, LIABILITY FOR INJURIES NOT COMPENSATED BY WORKERS' COMPENSATION INSURANCE, OTHER INJURIES OR LOSSES NOT COVERED BY INSURANCE AND LIABILITY ARISING AS A RESULT OF WAIVERS, EXCULPATIONS, DISCLAIMERS OR RELEASES. IF SUCH LIABILITY ARISES BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNIFIED PARTY (OR INDEMNIFIED PARTIES, AS THE CASE MAY BE) (HEREINAFTER A "RESPONSIBLE INDEMNIFIED PARTY") THIS INDEMNITY SHALL NOT EXTEND TO ANY SUCH RESPONSIBLE INDEMNIFIED PARTY, BUT SHALL EXTEND TO ALL OTHER INDEMNIFIED PARTIES.

Cooperation. Guarantor Mortgagor acknowledges that Lender Mortgagee and its successors and assigns may (ia) sell this GuarantyMortgage, the Note and other Loan Documents to one or more investors as a whole loan, (iib) participate the Loan secured by this Guaranty to one or more investors, (iiic) deposit this GuarantyMortgage, the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, assets or (ivd) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses (ia) through (ivd) are hereinafter each referred to as “Secondary Market Transaction”"SECONDARY MARKET TRANSACTIONS"). Guarantor Mortgagor shall cooperate in good faith with Lender Mortgagee in effecting any such Secondary Market Transaction and shall cooperate in good faith to implement all customary and reasonable requirements imposed by any the Rating Agency or potential investor involved in any Secondary Market TransactionTransaction including, without limitation, all structural or other changes to the Loan, modifications to any documents evidencing or securing the Loan, delivery of opinions of counsel acceptable to the Rating Agency and addressing such matters as the Rating Agency may require; PROVIDED, HOWEVER, that Mortgagor shall not be required to modify any documents evidencing or securing the Loan which would modify (i) the interest rate payable under the Note, (ii) the stated maturity of the Note, (iii) the amortization of principal of the Note or (iv) any other material economic term of the Loan. Guarantor Mortgagor shall provide such information and documents relating to Guarantor Mortgagor, Guarantor, if any, the Mortgaged Property, the Lease and the Lessee as Lender Mortgagee may reasonably request in connection with such a Secondary Market Transaction. In additionMortgagee shall have the right to provide to prospective investors any information in its possession, Guarantor shall make available including, without limitation, financial statements relating to Lender all Mortgagor, the Guarantor, if any, the Mortgaged Property and the Lessee. Mortgagor acknowledges that certain information concerning its business and operations that Lender may reasonably requestLoan No. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with 3212525 regarding the Loan and the Loan Documents parties thereto and the Mortgaged Property may be included in a private placement memorandum, prospectus 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 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, Guarantor in the form as provided by 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 developmentother disclosure documents.

Cooperation. Guarantor acknowledges that Lender (a) Borrower and its successors and assigns may (i) sell this Guaranty, the Note and other Loan Documents Borrower Principal agree to one or more investors as a whole loan, (ii) participate the Loan secured by this Guaranty to one or more investors, (iii) deposit this Guaranty, 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 effecting connection with any sale or transfer of the Loan or any Participation and/or Securities created pursuant to this Article 13, including, without limitation, (a) the delivery of an estoppel certificate required in accordance with Section 5.12(a) and such Secondary Market Transaction other documents as may be reasonably requested by Lender, (b) the execution of such amendments to the Loan Documents as may be requested by the 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 (i) change the interest rate, the stated maturity or the amortization of principal set forth 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 cooperate have the same initial weighted average coupon of the original Note, or (ii) 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, (c) make changes to implement 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 opinion, including without limitation, customary single member limited liability company opinions, as may be reasonably requested by the Lender or the holder of the Note or as may be 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 subsection (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 customary and reasonable requirements imposed information concerning the Property, 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 or potential investor involved in any Secondary Market Transaction. Guarantor shall provide such information and documents relating to Guarantor as Lender may reasonably request in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (any sale or other potential investors), 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 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence transfer of the Loan or any Participations or Securities. Neither Borrower nor Borrower Principal shall be responsible for any costs incurred by Lender in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business developmentSecuritization.

Cooperation. Guarantor acknowledges that Lender Subject to the terms of this Section 13.5, Borrower agrees to cooperate (and its successors to cause Sponsor and assigns may (i) sell this Guaranty, the Note and each other Loan Documents Party to one or more investors as a whole loan, (iicooperate) participate the Loan secured by this Guaranty to one or more investors, (iii) deposit this Guaranty, 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 effecting 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 Secondary Market Transaction reasonable actions for the benefit of, and shall cooperate use reasonable efforts to 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 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 the holder of the Note customarily adheres or which may be reasonably request required in the marketplace or by the Rating Agencies in connection with such Secondary Market Transaction. In additionsales or transfers, Guarantor shall make available including to: (a) provide, or cause a Mortgage Loan Borrower and Maryland Owner or Mortgage SPE Component Entity to Lender all information concerning its business provide, updated financial, budget and operations that Lender may reasonably request. Lender shall be permitted to share all such other information with respect to each Individual Property, the investment banking firms Collateral, any Significant Party, Sponsor, and subject to any restrictions contained in a Management or Franchise Agreement, Manager and Franchisor, and provide modifications and/or updates to the appraisals, market studies, environmental reviews and reports (or other potential investors)Phase I reports and, Rating Agenciesif appropriate, accounting firms, law firms Phase II reports) and other third-party advisory firms involved engineering reports of each Individual Property obtained in connection with the Loan and making of 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 thus various investors may also see some or (all of the information. foregoing, together with the information required to be provided pursuant to Section 13.4, being referred to as the “Provided Information”), together, if customary, with appropriate verification and/or consents of the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and all the Rating Agencies; (b) make changes to the organizational documents of any Borrower Party and their respective principals relating to the single purpose bankruptcy remote nature of each such Borrower Party; (i) 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 the holder of the aforesaid third-party advisors Note, the Rating Agencies and professional firms their respective counsel, which shall be entitled to rely on the information supplied by, or on behalf of, Guarantor in the form dated as provided by Guarantor. Lender may publicize the existence of the Loan in connection with its marketing for Securitization Closing Date and (ii) at Borrower’s sole expense (notwithstanding anything to the contrary contained herein) obtain revised opinions of counsel as to the status of any Borrower Party as a Secondary Market Transaction or otherwise single-member limited liability company as part of its business development.may be required by the Rating Agencies and their counsel;

Cooperation. Guarantor Borrower acknowledges that Lender and its successors and assigns may (ia) sell this GuarantySecurity Instrument, the Note and other Loan Other Security Documents to one or more investors third parties as a whole loan, (iib) participate the Loan secured by this Guaranty Security Instrument to one or more investorsthird parties, (iiic) deposit deposit, through one or a series of transactions, this GuarantySecurity Instrument, the Note and other Loan Other Security Documents with a trustone or more trusts, which trust trusts may sell certificates to investors third parties evidencing an ownership interest in the trust assets, assets or (ivd) otherwise sell the Loan or interest therein to investors third parties (The transaction referred to in clauses (a), (b), (c) and (d) shall hereinafter be referred to collectively as “Secondary Market Transactions” and the transactions referred to in clauses clause (ic) through (iv) shall hereinafter be referred to as a “Securitization”. Any certificates, notes or other securities issued in connection with a Securitization are hereinafter each referred to as “Secondary Market TransactionSecurities”). Guarantor Borrower shall cooperate in good faith (provided such cooperation will not result in expense or additional potential liability to Borrower) with Lender in effecting any such Secondary Market Transaction and shall cooperate in good faith to implement all customary and reasonable requirements imposed by any Rating Agency issuing any statistical rating in any Secondary Market Transaction or the requirements of potential investor involved investors in any Secondary Market Transaction. Guarantor Borrower agrees to make upon Lender’s written request, and at no material cost to Borrower, without limitation, all structural or other changes to the Loan (including delivery of one or more new component notes to replace any original Individual Note or modify any original Individual Note to reflect multiple components of the Loan and such new notes or modified note may have different interest rates and amortization schedules), modifications to any documents evidencing or securing the Loan, delivery of opinions of counsel acceptable to the Rating Agencies or potential investors and addressing such matters as the Rating Agencies or potential investors may require; provided, however, notwithstanding anything to the contrary in this Security Instrument, the Note, or the Other Security Documents, Borrower shall not be required to modify any documents evidencing or securing the Loan (or otherwise take any action) which would modify (i) the initial weighted average interest rate payable under the Note, (ii) the stated maturity of the Note, (iii) the aggregate amortization of principal of the Note, (iv) any other material economic term of the Loan, (v) decrease the time periods during which Borrower is permitted to perform its obligations under this Security Instrument or any of the Other Security Documents, or (vi) otherwise increase Borrower’s or Indemnitor’s obligations or decrease any of their rights under the Note, this Security Instrument or any of the other Security Documents except as otherwise expressly permitted herein. Borrower shall provide such information and documents relating to Guarantor Borrower, Indemnitor, Sponsor, the Property and any tenants of the Improvements as Lender may reasonably request in connection with such a Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted have the right to share all such provide to prospective investors or Rating Agencies any information with in its possession, including, without limitation, financial statements relating to Borrower, Sponsor, Indemnitor, the investment banking firms (or other potential investors), Rating Agencies, accounting firms, law firms Property and other third-party advisory firms involved with any tenant of the Improvements. Borrower acknowledges that certain information regarding the Loan and the Loan Documents or parties thereto, Sponsor and the applicable Secondary Market Transaction. It is understood that the information provided by Guarantor to Lender Property may ultimately be incorporated into the offering included in disclosure 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan in connection with its marketing for the Securitization, including an offering circular, a Secondary Market Transaction prospectus, prospectus supplement, private placement memorandum or otherwise other offering document (each, an “Disclosure Document”) and may also be included in filings with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as part amended (the “Securities Act”), or the Securities and Exchange Act of its business development1934, as amended (the “Exchange Act”), and may be made available to investors or prospective investors in the Securities, the Rating Agencies, and service providers relating to the Securitization.

Cooperation. Guarantor acknowledges Borrowers acknowledge that Lender and its successors and assigns may (ia) sell sell, transfer or assign this GuarantyAgreement, the Note Notes and the other Loan Documents to one or more investors as a whole loan, in a rated or unrated public offering or private placement, (iib) participate the Loan secured by this Guaranty Loans to one or more investorsinvestors in a rated or unrated public offering or private placement, (iiic) deposit this Guaranty, the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assetsassets in a rated or unrated public offering or private placement, or (ivd) otherwise sell the Loan Loans or interest therein to investors in a rated or unrated public offering or private placement (the transactions referred to in clauses (ia) through (ivd) are hereinafter each referred to as “Secondary Market TransactionTransactions”). Guarantor Borrowers shall cooperate in good faith with Agent and Lender in effecting any such Secondary Market Transaction and shall cooperate in good faith to implement all customary and reasonable requirements reasonably imposed by any Rating Agency or potential investor the participants involved in any Secondary Market TransactionTransaction (including without limitation, an institutional purchaser, participant or investor) including, without limitation, all structural or other changes to the Loans, modifications to any documents evidencing or securing the Loans, delivery of opinions of counsel reasonably acceptable to such other purchasers, participants or investors may reasonably require at no third party professional expense unless otherwise required by the Loan Documents; provided, however, that Borrowers shall not be required to modify any documents evidencing or securing the Loans which would (i) modify the interest rate payable under the Notes, (ii) modify the stated maturity of the Notes, (iii) modify the amortization of principal of the Notes, (iv) modify or conflict with any other material terms or covenants of the Loans, (v) conflict with any Master Lease or (vi) increase the Borrowers’ liability or obligations under the Loan Documents. Guarantor Borrowers shall provide all such information and documents relating to Guarantor as Lender Borrowers, Loan Parties, the Projects and the Master Tenants. Borrowers acknowledge that certain information regarding the Loans and the Loan Parties and the Projects may reasonably request be included in connection with such Secondary Market Transaction. In additiona private placement memorandum, Guarantor shall make available to Lender all information concerning its business prospectus or other disclosure documents, and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the may be disclosed to investment banking firms (or other potential investors)firms, Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan Loans 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 thus various investors may also see some or all of the information. Agent, 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, Guarantor Borrowers and Borrowers indemnify Agent and 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 form as omission or alleged omission to state therein a material fact required to be stated in such information or necessary in order to make the statements in such information, or in light of the circumstances under which they were made, not misleading. Agent and Lender shall have the right (but shall be under no obligation) to make available to any party for the purpose of granting participations in or selling, transferring, assigning or conveying all or any part of the Loans (including any governmental agency or authority and any prospective bidder at any foreclosure sale of the Projects) any and all information which Agent or Lender may have with respect to the Projects, any Borrower and Guarantor, whether provided by Borrowers, Guarantor, or any third party, or obtained as a result of any environmental assessments. Borrowers and Guarantor agree that Lender may publicize shall have no liability whatsoever as a result of delivering any such information to any third party, and Borrowers and the existence Guarantor, on behalf of themselves and their successors and assigns, hereby release and discharge Agent and Lender from any and all liabilities, claims, damages, or causes of action arising out of, connected with or incidental to the Loan in connection with its marketing for a Secondary Market Transaction or otherwise as part delivery of its business developmentany such information to any third party.

Cooperation. Guarantor acknowledges that Lender Prior to the Effective Time, the Company will use its reasonable best efforts, and will use its reasonable best efforts to cause each of its Subsidiaries and its successors and assigns may their respective officers, directors, employees and other Representatives, in each case, to provide all cooperation reasonably requested by Parent that is customary in connection with arranging and obtaining the Debt Financing, including: (i) sell this Guarantyreasonably cooperating with the marketing efforts of Parent and the Debt Financing Sources, including participating (and causing senior management and Representatives, with appropriate seniority and expertise, of the Note Company and other Loan Documents its Subsidiaries to one or more investors as participate) in a whole loanreasonable and limited number of meetings, presentations, bank meetings and sessions with rating agencies, due diligence sessions, drafting sessions, in each case, at mutually agreeable times in mutually agreeable locations (in each case, including via video conference) upon reasonable advance notice; (ii) participate solely with respect to financial information and data derived from the Loan secured Company’s historical books and records and maintained in the ordinary course of business, assisting to the extent reasonably necessary Parent and the Debt Financing Sources with the timely preparation of customary rating agency presentations and bank information memoranda or memoranda (including a version that does not include material non-public information regarding the Company or its Subsidiaries) and other marketing materials, in each case, required in connection with the Debt Financing solely with respect to the Company and its Subsidiaries and otherwise providing Parent and the Debt Financing Sources with such financial or other information regarding the Company and its Subsidiaries that is reasonably available or within the Company’s possession, in each case, reasonably requested by this Guaranty Parent and the Debt Financing Sources in connection with the syndication, arrangement or marketing of the Debt Financing, it being agreed that the Company will not be required to one provide any information or more investorsassistance relating to (A) the proposed aggregate amount of debt and equity financing, together with assumed interest rates, dividends (if any) and fees and expenses relating to the incurrence of such debt or equity financing or (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 Parent or any of its Subsidiaries or any adjustments that are not directly related to the acquisition of the Company by Parent; (iii) deposit this Guarantyassisting to the extent reasonably necessary Parent in connection with the preparation of the definitive financing documentation in respect of the Debt Financing, including a certificate of the Note chief financial officer of the Company with respect to solvency matters in form and substance customary for debt financings of a type similar to the Debt Financing and disclosure schedules for any credit agreement, pledge, security and other Loan Documents with a trustfinancing documents as may be reasonably requested by Parent or the Debt Financing Sources, which trust may sell certificates and otherwise reasonably facilitating the pledging of collateral and the granting of security interests in respect of the Debt Financing, in each case, solely in respect of the Company and solely as required to investors evidencing an ownership interest in be delivered at Closing pursuant to the trust assetsterms of the Debt Commitment Letters, or it being understood that such documents will not take effect until the Effective Time; (iv) otherwise sell furnishing Parent and the Loan Debt Financing Sources, as applicable, with the (a) audited consolidated balance sheets of the Company and its Subsidiaries as of the end of, and related consolidated statements of operations, comprehensive income or interest therein loss, cash flows and stockholder’s equity of the Company and its Subsidiaries for, the three most recently completed fiscal years ended at least ninety (90) days before the Closing Date, in each case in accordance with GAAP and (b) unaudited consolidated balance sheets of the Company and the its Subsidiaries as of the end of, and related unaudited consolidated statements of operations, comprehensive income or loss, stockholders’ equity and cash flows of the Company and its Subsidiaries for each subsequent fiscal quarter (other than any fiscal fourth quarter) ended at least forty-five (45) days before the Closing Date after the most recent fiscal period for which audited financial statements have been provided pursuant to investors clause (the transactions referred to a) hereof, in clauses each case prepared in accordance with GAAP (i) through (iv) are hereinafter each referred to as “Secondary Market Transaction”). Guarantor shall cooperate with Lender in effecting any such Secondary Market Transaction and shall cooperate to 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 in this Section 6.5(a)(iv), the “Required Financing Information”); provided, that (x) the furnishing of such information on ▇▇▇▇▇ or the website of the Company shall constitute delivery thereof and (y) it is understood and agreed that the delivery of the Required Financing Information pursuant to Guarantor as Lender may this subclause (a)(iv) shall not be subject to any “reasonable best efforts” qualifier contained in this clause (a); (v) assisting with the payoff, discharge and termination of the Company Indebtedness and any other Indebtedness contemplated to be repaid by the Debt Commitment Letters, including by arranging for, and reasonably request facilitating, the delivery of customary pay-off letters, customary prepayment notices, lien terminations and instruments of discharge and providing other cooperation in connection with the repayment or other retirement of such Secondary Market Transaction. In additionIndebtedness, Guarantor and the release and termination of any and all related liens, on or prior to the Closing Date; provided, that (x) it is understood and agreed that the delivery of an executed payoff letter and lien terminations in respect of the Company Indebtedness pursuant to this subclause (a)(v) shall make not be subject to any “reasonable best efforts” qualifier contained in this clause (a) and (y) the Company shall use reasonable best efforts to deliver drafts of the payoff letter and lien terminations no later than (3) Business Days prior to the Closing Date; (vi) no less than four (4) Business Days prior to the Closing Date, furnishing Parent and the Debt Financing Sources with all customary documentation and information reasonably available regarding the Company required by regulatory authorities pursuant to Lender applicable “know your customer” and anti-money laundering rules and regulations to the extent reasonably requested by Parent or the Debt Financing Sources in writing at least nine (9) Business Days prior to Closing; provided, that it is understood and agreed that the delivery of such documentation and information pursuant to this subclause (a)(vi) shall not be subject to any “reasonable best efforts” qualifier contained in this clause (a); (vii) providing executed customary authorization and representation letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representations to the Debt Financing Sources that, among other things, the public side versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries or securities; provided, that it is understood and agreed that the delivery of such authorization and representation letters pursuant to this subclause (a)(vii) shall not be subject to any “reasonable best efforts” qualifier contained in this clause (a); and (viii) taking all information concerning its business corporate and, limited liability company or other actions, subject to the occurrence of the Closing, reasonably requested by Parent to permit the consummation of the Debt Financing including, facilitating the execution and operations that Lender may delivery at the Effective Time of definitive documents reasonably request. Lender shall be permitted related to share all such information the Debt Financing in accordance with the investment banking firms terms contemplated by the Debt Commitment Letters (or other potential investors)including, Rating Agenciesto the fullest extent permitted by applicable Law, accounting firms, law firms and other third-party advisory firms involved with distributing 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 thus various investors may also see some or all proceeds of the information. Lender and all of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied byDebt Financing, or on behalf ofif any, Guarantor in the form as provided obtained by Guarantor. Lender may publicize the existence of the Loan in connection with its marketing for a Secondary Market Transaction or otherwise as part any of its business developmentSubsidiaries to the Surviving Corporation).

Cooperation. Guarantor (a) Borrower acknowledges that Lender and its successors and assigns may (i) sell sell, transfer or assign this GuarantyLoan Agreement, the Note and other Loan Security Documents to a trust or to one or more investors as a whole loan, loan in a rated or unrated public offering or private placement; (ii) participate grant participation interests in the Loan secured by this Guaranty to one or more investors, investors in a rated or unrated public offering or private placement; (iii) deposit this GuarantyLoan Agreement, the Note and other Loan Security Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, assets in a rated or unrated public offering or private placement; or (iv) otherwise sell the Loan or interest 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 each referred to as “Secondary Market Transaction”"SECONDARY MARKET TRANSACTIONS"). Guarantor Borrower shall cooperate in good faith with Lender in effecting (but shall not be obligated to incur any out-of-pocket expense) to effect any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor NSRO involved in any Secondary Market Transaction. Guarantor shall provide , including: (i) making available to Lender all readily available information concerning Borrower's business and operations which Lender may reasonably request, including financial information relating to the Mortgaged Property and such other information and documents relating to Guarantor Borrower, the Lease, the Management Agreements, the Multi-Party Agreement or the Mortgaged Property as Lender may reasonably request; (ii) 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), 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 such the Secondary Market Transaction. In addition, Guarantor shall make available to Lender ; and (iii) at Lender's cost and expense making 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 (structural or other potential investors)changes to the Loan, Rating Agenciesmodifying any documents evidencing or securing the Loan, accounting firmsmodifying the organizational documents of Borrower, law firms and other third-party advisory firms involved with using reasonable efforts to cause 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 thus various investors may also see some or all modification of the information. Lender Lease, delivering opinions of counsel acceptable to the Rating Agencies and all addressing such matters as the Rating Agencies may require; provided, however, that Borrower will not be required to modify the amortization schedule of the aforesaid third-party advisors and professional firms shall be entitled Loan, alter Borrower's contingent liabilities, alter the Rents payable under the Lease, alter the Termination Values computed pursuant to rely on Schedule C of the information supplied byLease, or on behalf of, Guarantor in the form as provided by Guarantor. Lender may publicize the existence modify any material term of the Loan if such modification would adversely affect Borrower in connection with its marketing for a Secondary Market Transaction any material respect nor be required to modify the provisions of Article 5, or otherwise as part of its business development.Sections 9.01, this Section 12.12 or Section 12.13

Cooperation. Guarantor acknowledges Prior to Closing, Sellers will, and will cause the Acquired Companies and their representatives, to use reasonable best efforts to provide Buyer with such cooperation that Lender and its successors and assigns is reasonably necessary or customary in connection with the Debt Financing or any high yield bonds being issued in lieu of any portion of the Debt Financing as may be reasonably requested by Buyer. Such cooperation will include, but is not limited to, the following: (i) sell this Guaranty, furnish to Buyer Parent as promptly as practicable after the Note date hereof (x) the Financing Information and (y) such other Loan Documents pertinent and customary information regarding the Acquired Companies as may be reasonably requested by Buyer Parent to one or more investors as a whole loan, the extent that such information is required in connection with the Debt Commitment Letter; (ii) prior to and during the Marketing Period, upon reasonable prior notice, cause members of management of the Acquired Companies to participate in a reasonable number of meetings, presentations, due diligence sessions (including accounting due diligence sessions), drafting sessions and roadshows with prospective lenders and investors (which shall include direct contact between appropriate members of senior management of the Loan secured by this Guaranty to Acquired Companies, on the one or more hand, and prospective lenders and investors, on the other) and sessions with the ratings agencies contemplated by the Debt Commitment Letter, in each case in connection with the Debt Financing and only to the extent customarily needed for financings of the type contemplated by the Debt Commitment Letter; (iii) deposit this Guarantyin advance of the Marketing Period, cause members of management of the Acquired Companies to reasonably assist the Buyer Entities and the Financing Sources in their preparation of (w) any bank information memoranda and related lender presentations (including by (1) causing members of management of the Acquired Companies to reasonably assist in the preparation of bank information memoranda and (2) causing a senior officer of the Acquired Companies to execute and deliver a customary authorization letter with respect thereto authorizing the distribution of information to prospective lenders and investors and containing the customary representations as are contemplated by the Debt Commitment Letter), (x) materials for rating agency presentations, (y) any offering memorandum or similar documents required by the Debt Commitment Letter; provided that any such bank information memoranda, lender presentations, offering memorandum or similar documents that includes disclosure and financial statements with respect to the Acquired Companies shall not reflect the Sellers or their Affiliates (other than, after the Closing, the Note Acquired Companies) as the obligor(s) and other Loan Documents no such bank information memoranda, lender presentations, materials, offering memorandum or similar documents shall be issued by the Sellers or their Affiliates, and (z) solely with a trustrespect to financial information and data derived from the Acquired Companies’ historical books and records, which trust may sell certificates assist the Buyer Entities with the preparation of pro forma financial information and pro forma financial statements contemplated by the Debt Commitment Letter, and in each case, only to investors evidencing an ownership interest in the trust assets, or extent customarily needed for financings of the type contemplated by the Debt Financing; (iv) otherwise sell request and facilitate the Loan or interest therein independent auditors of the Acquired Companies to investors (the transactions referred x) provide, consistent with customary practice, customary comfort letters (including “negative assurance” comfort and change period comfort) with respect to in clauses (i) through (iv) are hereinafter each referred to as “Secondary Market Transaction”). Guarantor shall cooperate with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor shall provide such financial information and documents relating to Guarantor the Acquired Companies as Lender may reasonably request requested by the Buyer Entities as necessary or customary for financings similar to the Debt Financing (including any offering or private placement of debt securities pursuant to Rule 144A under the Securities Act) and (y) attend accounting due diligence sessions and drafting sessions; (v) provide the Buyer Entities all documentation and other information with respect to the Acquired Companies as shall have been reasonably requested in writing by Buyer Entities at least ten days prior to the Closing Date that is required in connection with such Secondary Market Transaction. In additionthe Debt Financing by U.S. regulatory authorities under applicable “know-your-customer,” OFAC, Guarantor shall make available Beneficial Ownership Regulation, and anti-money laundering rules and regulations, including the Patriot Act, and that are required under the Debt Commitment Letter; (vi) cause the Acquired Companies to Lender all information concerning its business and operations that Lender take corporate actions, in each case, as may be reasonably request. Lender shall be permitted to share all such information with requested by the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan Buyer Entities in connection with its the Debt Financing; (vii) assist the Buyer Entities in obtaining any corporate ratings from any ratings agencies contemplated by the Debt Commitment Letter; and (viii) update any Financing Information provided to the Buyer Entities as may be necessary for such Financing Information to remain Compliant and reasonably cooperate with the marketing for a Secondary Market Transaction or otherwise as part efforts of its business developmentthe Buyer Entities and the Financing Sources in connection with the Debt Financing.

Cooperation. (a) Each Guarantor acknowledges that Lender and its successors and assigns may (i) sell or otherwise transfer this Guaranty, the Note and other Mortgage Note, Mezzanine Note, the Mortgage Loan Documents, the Mezzanine Loan Documents and/or Lease Documents to one or more investors as a whole loanloan or whole lease, as applicable, (ii) participate sell participation interests in any of the Mortgage Loan, Mezzanine Loan secured by this Guaranty to one or more investorsand/or the Sale/Leaseback Transaction, (iii) deposit this Guarantysecuritize the Mortgage Loan, the Note and other Mezzanine Loan Documents with and/or Master Lease in a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assetssingle asset securitization or a pooled loan securitization, or (iv) otherwise sell any of the Mortgage Loan, Mezzanine Loan or and/or the Sale/Leaseback Transaction interest therein to investors (the transactions referred to in clauses (i) through (iv) are hereinafter each referred to as “"Secondary Market Transaction”" and the transactions referred to in clause (iii) are referred to herein as a "Securitization"). . (a) If requested by Lender, each Guarantor shall cooperate with assist Lender in effecting any such Secondary Market Transaction and shall cooperate satisfying the market standards to implement all customary and reasonable requirements imposed which Lender customarily adheres or which may be reasonably required in the marketplace or by any the Rating Agency or potential investor involved Agencies in connection with any Secondary Market Transaction. Guarantor shall Transactions, including, without limitation, to: (i) (A) provide such updated financial and other information with respect to the Properties, the business operated at the Properties, the Mortgage Borrowers, Mezzanine Borrowers and documents the Trans Lessees, (B) provide updated budgets relating to Guarantor the Properties and (C) provide updated appraisals, market studies, environmental reviews (Phase I's and, if appropriate, Phase II's), property condition reports and other due diligence investigations of the Properties (the "Updated Information"), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) 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 or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Properties and Mortgage Borrowers, Mezzanine Borrowers, Trans Lessees and Affiliates, which counsel and opinions shall be satisfactory to Lender may reasonably request in connection with such and the Rating Agencies; (iii) provide updated, as of the closing date of the Secondary Market Transaction. In addition, Guarantor shall make available representations and warranties made in the Mortgage Loan Documents, Mezzanine Loan Documents and Lease Documents and such additional representations and warranties as the Rating Agencies may require; and (iv) execute amendments 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)Mortgage Loan Documents, Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan and the Mezzanine Loan Documents or Lease Documents and the applicable Secondary Market Transaction. It is understood that the information provided by Guarantor to Lender may ultimately be incorporated into the offering organizational documents for the Secondary Market Transaction and thus various investors may also see some or all of the information. Lender Mortgage Borrowers, Mezzanine Borrowers or Trans Lessees reasonably requested by Lender; provided, however, that Mortgage Borrowers, Mezzanine Borrower and all Trans Lessees shall not be required to modify or amend any Mortgage Loan Documents, Mezzanine Loan Document or Lease 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 Mortgage Note or the Mezzanine Note or the termination date of or payments of rent under the Master Lease, or (B) modify or amend any other material economic term of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied byMortgage Loan, Mezzanine Loan or on behalf of, Guarantor in the form as provided by 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 developmentSale/Leaseback Transaction.

Cooperation. Guarantor acknowledges that Lender and its successors and assigns may Subject to the restrictions of Section 2.4 of the Funding Loan Agreement, at the Funding Lender’s or the Servicer’s request (i) sell to the extent not already required to be provided by the Borrower under this GuarantyBorrower Loan Agreement), the Note and other Loan Documents Borrower 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 Funding Lender or the Servicer in connection with one or more investors as sales or assignments of all or a whole loan, portion of the Governmental Lender Notes or participations therein or securitizations of single or multi-class securities (iithe “Securities”) participate the Loan secured by this Guaranty to one or more investorsevidencing ownership interests in all or a portion of the Governmental Lender Notes (each such sale, (iii) deposit this Guarantyassignment and/or securitization, 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 ; provided that the Borrower shall cooperate not incur any third party or other out-of-pocket costs and expenses in connection with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all customary and reasonable requirements imposed by any Rating Agency or potential investor involved in any a Secondary Market Transaction, including the costs associated with the delivery of any Provided Information (as defined below) or any opinion required in connection therewith, and all such costs shall be paid by the Funding Lender or the Servicer, and shall not materially modify Borrower’s rights or obligations. Guarantor shall Without limiting the generality of the foregoing, the Borrower shall, so long as the Borrower Loan is still outstanding: (i) (A) provide such financial and other information with respect to the Borrower Loan, and documents with respect to the Project, the Borrower, the Manager, the contractor of the Project or the Borrower Controlling Entity, (B) provide financial statements, audited, if available, relating to Guarantor the Project with customary disclaimers for any forward looking statements or lack of audit, and (C), 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 and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the Project, as may be reasonably requested from time to time by the Funding Lender or the Servicer or the Rating Agencies or as may reasonably request be necessary or appropriate in connection with such Secondary Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or other potential investors), 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 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan in connection with its marketing for a Secondary Market Transaction or Exchange Act requirements (the items provided to the Funding Lender or the Servicer pursuant to this paragraph (i) being called the “Provided Information”), together, if customary, with appropriate verification of and/or consents (including, without limitation, auditor consents) to include or incorporate by reference the Provided Information in an offering document or otherwise provide the Provided Information to investors and potential investors or opinions of counsel of independent attorneys acceptable to the Funding Lender or the Servicer and the Rating Agencies; (ii) make such representations and warranties as part of the closing date of any Secondary Market Transaction with respect to the Project, 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 representations and warranties as they exist on the date thereof; and (iii) execute such amendments to the Borrower Loan Documents and the Funding Loan Documents to accommodate such Secondary Market Transaction so long as 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 the Borrower in its business developmentreasonable discretion.

Cooperation. Guarantor acknowledges that At Lender's request (to the extent not already required to be provided by Borrower and Manager under this Agreement), Borrower and Manager shall use reasonable efforts to satisfy the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the sale of the Note or participation therein or the first successful securitization (such sale and/or securitization, the "SECURITIZATION") of rated single or multi-class securities (the "SECURITIES") secured by or evidencing ownership interests in the Note and its successors the Mortgage. Without limiting the generality of the foregoing, Borrower and assigns may Manager shall: (i) sell this Guaranty, the Note provide such financial and other Loan Documents information with respect to one or more investors as a whole loanthe Property, Borrower and its Affiliates, Manager and its Affiliates and any tenants of the Property, (ii) participate provide business plans and budgets relating to the Loan secured by this Guaranty to one or more investors, Property and (iii) deposit this Guarantyperform or permit or cause to be performed or permitted such site inspection, the Note appraisals, market studies, environmental reviews and reports (Phase I's and, if appropriate, Phase II's), engineering reports and other Loan Documents with a trustdue diligence investigations of the Property, which trust as may sell certificates to investors evidencing an ownership interest in be reasonably requested by Lender or the trust assets, Rating Agencies or (iv) otherwise sell the Loan as may be necessary 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 effecting any such Secondary Market Transaction and shall cooperate to 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 may reasonably request appropriate in connection with such Secondary Market Transaction. In addition, Guarantor shall make available the Securitization (the items provided to Lender all information concerning pursuant to this paragraph (a) being called the "PROVIDED INFORMATION"), together, if customary, with appropriate verification of 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; (b) at Borrower's or Manager's expense, as the case may be, cause counsel to render opinions as to non-consolidation, fraudulent conveyance, true sale and true contribution and any other opinion customary in securitization transactions with respect to the Property, Borrower and its business Affiliates, Manager and operations that Lender may reasonably request. Lender its Affiliates, which counsel and opinions shall be permitted reasonably satisfactory to share all such information with Lender and the investment banking firms (or other potential investors), Rating Agencies; (c) make such representations and warranties as of the closing date of the Securitization with respect to the Property, accounting firmsBorrower, law firms and other third-party advisory firms involved with the Loan Manager and the Loan Documents as are customarily provided in securitization transactions and as may be reasonably requested by Lender or the applicable Secondary Market TransactionRating 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; (d) provide current certificates of good standing and qualification with respect to Borrower from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents, Borrower's organizational documents, Manager's organizational documents and enter into a lock-box or similar arrangement with respect to the Rents and establish and fund such reserve funds (including reserve funds for deferred maintenance and capital improvements) as may be requested by Lender or the Rating Agencies or otherwise to effect the Securitization, provided that nothing contained in this subsection (e) shall result in an economic change in the overall transaction. It is understood that Notwithstanding anything to the information provided by Guarantor contrary contained herein or in any other Loan Documents, Borrower and/or Manager shall be required to reimburse Lender may ultimately be incorporated into the offering documents for the Secondary Market Transaction pro rata portion of all reasonable third party costs and thus various investors may also see some or all of the information. expenses incurred by 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, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan in connection with its marketing for a Secondary Market Transaction Securitization (or otherwise any attempt to securitize the Loan) which are attributable to Borrower and/or Manager complying with requests made under this Section 9.1, up to a maximum aggregate amount equal to 37.5 basis points of the original Principal, which Borrower shall deposit with Lender in the Securitization Expense Subaccount of the Deposit Account on the Conversion Date. If Lender fails to use all the funds in the Securitization Expense Subaccount, provided no Event of Default has occurred and is continuing, Lender (or Servicer) shall refund such remaining funds as part of its business developmentdirected by Manager with interest earned thereon, if any.