(SUCH
FINANCIAL INSTITUTION OR ENTITY, A "PARTICIPANT") (X) IF SUCH SALE IS WITHOUT
NOVATION AND (Y) IF THE OTHER CONDITIONS SET FORTH IN THIS PARAGRAPH ARE MET. NO
PARTICIPANT SHALL BE CONSIDERED A CO-LENDER HEREUNDER OR UNDER THE NOTE OR THE
LOAN DOCUMENTS. NO PARTICIPANT SHALL HAVE ANY RIGHTS UNDER THIS AGREEMENT, THE
NOTE OR ANY OF THE LOAN DOCUMENTS AND THE PARTICIPANT'S RIGHTS IN RESPECT OF
SUCH PARTICIPATION SHALL BE SOLELY AGAINST LENDER OR CO-LENDER, AS THE CASE
MAY BE, AS SET FORTH IN THE PARTICIPATION AGREEMENT EXECUTED BY AND BETWEEN
LENDER OR CO-LENDER, AS THE CASE MAY BE, AND SUCH PARTICIPANT. NO PARTICIPATION
SHALL RELIEVE LENDER OR CO-LENDER, AS THE CASE MAY BE, FROM ITS OBLIGATIONS
HEREUNDER OR UNDER THE NOTE OR THE LOAN DOCUMENTS AND LENDER OR CO- LENDER, AS
THE CASE MAY BE, SHALL REMAIN SOLELY RESPONSIBLE FOR THE PERFORMANCE OF ITS
OBLIGATIONS HEREUNDER.
(J)
NOTWITHSTANDING ANY OTHER PROVISION SET
FORTH IN THIS AGREEMENT, LENDER OR ANY CO-LENDER MAY AT ANY TIME CREATE A
SECURITY INTEREST IN ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS AGREEMENT
(INCLUDING, WITHOUT LIMITATION, AMOUNTS OWING TO IT IN FAVOR OF ANY FEDERAL
RESERVE BANK IN ACCORDANCE WITH REGULATION A OF THE BOARD OF GOVERNORS OF THE
FEDERAL RESERVE SYSTEM), PROVIDED THAT NO SUCH SECURITY INTEREST OR THE EXERCISE
BY THE SECURED PARTY OF ANY OF ITS RIGHTS THEREUNDER SHALL RELEASE LENDER OR
CO-LENDER FROM ITS FUNDING OBLIGATIONS HEREUNDER.
9.7.3
Cooperation in Syndication.
(A)
BORROWER AGREES TO USE COMMERCIALLY
REASONABLE EFFORTS TO ASSIST LENDER IN COMPLETING SYNDICATION SATISFACTORY TO
LENDER. SUCH ASSISTANCE SHALL INCLUDE (I) DIRECT CONTACT BETWEEN SENIOR
MANAGEMENT AND ADVISORS OF BORROWER AND THE PROPOSED CO-LENDERS, (II) ASSISTANCE
IN THE PREPARATION OF A CONFIDENTIAL INFORMATION MEMORANDUM AND OTHER MARKETING
MATERIALS TO BE USED IN CONNECTION WITH THE SYNDICATION, (III) THE HOSTING, WITH
LENDER, OF ONE (1) OR MORE MEETINGS OF PROSPECTIVE CO-LENDERS OR WITH THE RATING
AGENCIES, (IV) THE DELIVERY OF APPRAISALS REASONABLY SATISFACTORY TO LENDER IF
REQUIRED, AND (V) WORKING WITH LENDER TO PROCURE A RATING FOR THE LOAN BY THE
RATING AGENCIES.
(B)
LENDER SHALL MANAGE ALL ASPECTS OF THE
SYNDICATION OF THE LOAN, INCLUDING DECISIONS AS TO THE SELECTION OF INSTITUTIONS
TO BE APPROACHED AND WHEN THEY WILL BE APPROACHED, WHEN THEIR COMMITMENTS WILL
BE ACCEPTED, WHICH INSTITUTIONS WILL PARTICIPATE, THE ALLOCATIONS OF THE
COMMITMENTS AMONG THE CO-LENDERS AND THE AMOUNT AND DISTRIBUTION OF FEES AMONG
THE CO-LENDERS. TO ASSIST LENDER IN ITS SYNDICATION EFFORTS, BORROWER AGREES
PROMPTLY TO PREPARE AND PROVIDE TO LENDER ALL INFORMATION WITH RESPECT TO
BORROWER, MANAGER, AND THE PROPERTIES CONTEMPLATED HEREBY, INCLUDING ALL
FINANCIAL INFORMATION AND PROJECTIONS (THE "PROJECTIONS"), AS LENDER
MAY REASONABLY REQUEST IN CONNECTION WITH THE SYNDICATION OF THE LOAN. BORROWER
HEREBY REPRESENTS AND COVENANTS THAT (I) ALL INFORMATION OTHER THAN THE
PROJECTIONS (THE "INFORMATION") THAT HAS BEEN OR WILL BE MADE AVAILABLE TO
LENDER BY BORROWER OR ANY OF ITS REPRESENTATIVES IS OR WILL BE, TO BORROWER'S
ACTUAL KNOWLEDGE, WHEN FURNISHED, COMPLETE AND CORRECT IN ALL MATERIAL