RELEASE LENDER OR
CO-LENDER FROM ITS FUNDING OBLIGATIONS HEREUNDER.
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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 RESPECTS
AND DOES NOT OR WILL NOT, TO BORROWER'S ACTUAL KNOWLEDGE, WHEN FURNISHED,
CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT
NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED THEREIN NOT MATERIALLY
MISLEADING IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH SUCH STATEMENTS ARE MADE
AND (II) THE PROJECTIONS THAT HAVE BEEN OR WILL BE MADE AVAILABLE TO LENDER BY
BORROWER OR ANY OF ITS REPRESENTATIVES HAVE BEEN OR WILL BE PREPARED IN GOOD
FAITH BASED UPON REASONABLE ASSUMPTIONS. BORROWER UNDERSTANDS THAT IN ARRANGING
AND SYNDICATING THE LOAN, LENDER, THE CO-LENDERS AND, IF APPLICABLE, THE RATING
AGENCIES, MAY USE AND RELY ON THE INFORMATION AND PROJECTIONS WITHOUT
INDEPENDENT VERIFICATION THEREOF.
(C)
IF REQUIRED IN CONNECTION WITH THE
SYNDICATION, BORROWER HEREBY AGREES TO:
(I)
AMEND THE LOAN DOCUMENTS TO GIVE LENDER THE
RIGHT, AT LENDER'S SOLE COST AND EXPENSE, TO HAVE THE PROPERTIES REAPPRAISED ON
AN ANNUAL BASIS;
(II)
DELIVER UPDATED FINANCIAL AND OPERATING STATEMENTS
(AS MAY BE REQUIRED TO BE DELIVERED PURSUANT TO SECTION 5.1.10 HEREOF) AND OTHER
INFORMATION REASONABLY REQUIRED BY LENDER (AS MAY BE REQUIRED TO BE DELIVERED
PURSUANT TO SECTION 5.1.10 HEREOF) TO FACILITATE THE SYNDICATION;
(III)
USE COMMERCIALLY REASONABLE EFFORTS TO DELIVER
RELIANCE LETTERS REASONABLY SATISFACTORY TO LENDER WITH RESPECT TO THE
ENVIRONMENTAL ASSESSMENTS AND REPORTS DELIVERED TO LENDER PRIOR TO THE CLOSING
DATE, AT
132
LENDER'S