Between the date hereof and the Deferred Payment Date, the parties intend to engage in good faith discussions concerning a long-term restructuring of the terms of the Master Lease, the Guaranty and the other financial relationships of the parties. In connection with those discussions, the Company shall and shall cause its subsidiaries to (i) negotiate in good faith during such period concerning the circumstances under which the parties will jointly communicate and/or engage in discussions with creditors of, and other Persons having business dealings with, Lessee, the Company and their respective subsidiaries concerning such restructuring (including the timing and content of such communications and/or discussions), (ii) to the extent the parties reach agreement concerning the circumstances under which the parties will so communicate and/or engage in discussions with such creditors or other Persons, promptly facilitate such joint communications and/or discussions, (iii) provide such access and information to QCP and its representatives, advisers and agents as they may reasonably request from time to time in order to facilitate restructuring discussions, except for any information that is subject to attorney-client privilege or other privilege from disclosure (it being agreed that, in the event that any information of Lessee, the Company or their respective subsidiaries are restricted from disclosure as a result of attorney-client privilege or other privilege, Lessee, the Company, Lessor and QCP will cooperate in good faith to seek to design and implement alternative disclosure arrangements to enable Lessor and QCP to evaluate such information without waiver of such privilege), (iv) provide to QCP copies of any material notices delivered to or received from any potential acquirer, strategic partner, joint venture partner, acquisition target or other participant in any business combination or transfer of all or substantially all of the assets of the Company or any subsidiary of the Company, (v) notify QCP of all written material notices from material creditors of the Company or any subsidiary promptly and (vi) keep QCP informed of the status of any material discussions or negotiations with any material creditors as to any potential settlement, amendment, modification, extension, forbearance, refinancing or restructuring involving such creditor.  For the avoidance of doubt, the Company and the Lessee each represents and warrants to QCP and the Lessor that as of the date hereof, the Company and the Lessee are not currently engaged in any discussions regarding any potential material acquisition, merger, strategic partnership, joint venture or other business combination or disposition of material assets involving any business operated by the Company or its subsidiaries.  During the term of this Agreement, the Company and the Lessee shall promptly advise QCP and the Lessor of the commencement of any such discussions, including but not limited to, the receipt of any unsolicited bids, requests for information or proposals from third parties relating to the foregoing.  To the extent that any such discussions referred to in the immediately preceding sentence commence, the Company and its subsidiaries shall afford QCP the right to participate in all such discussions where QCP reasonably requests to participate in its capacity as a substantial creditor of the Company.  Furthermore, with respect to properties subject to the Master Lease and identified by QCP for potential remarketing to third parties, the Company and the Lessor agree to follow the procedures and processes outlined in the Master Lease in Section 26.1 applicable to lessor’s right to inspect and show the leased property and capital additions to facilitate a remarketing process for properties currently in the portfolio and, without duplication, (i) to provide all access and information to QCP and (subject to entering into reasonable confidentiality agreements) third parties as QCP may reasonably request to assess and prepare such properties for successful remarketing, (ii) to reasonably cooperate and assist in the preparation of marketing materials and due diligence activities by potential new operators and (iii) to otherwise cooperate and assist in such remarketing efforts as QCP may reasonably request.  All information and materials provided by or on behalf of the Company or Lessee pursuant to this Section 4 shall be subject to the confidentiality provisions of the Master Lease.