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,
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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