after Borrower
shall have received written notice thereof.
Section 9.7
Syndication.
9.7.1
Syndication.
The provisions of this Section 9.7 shall only apply in the event that the Loan
is syndicated in accordance with the provisions of this Section 9.7 set forth
below.
9.7.2
Sale of Loan, Co-Lenders, Participations and Servicing.
(A)
LENDER AND ANY CO-LENDER MAY, AT THEIR OPTION, WITHOUT BORROWER'S
CONSENT (BUT WITH NOTICE TO BORROWER), SELL WITH NOVATION ALL OR ANY PART OF
THEIR RIGHT, TITLE AND INTEREST IN, AND TO, AND UNDER THE LOAN (THE
"SYNDICATION"), TO ONE OR MORE ADDITIONAL LENDERS (EACH A "CO-LENDER"). EACH
ADDITIONAL CO-LENDER SHALL ENTER INTO AN ASSIGNMENT AND ASSUMPTION AGREEMENT
(THE "ASSIGNMENT AND ASSUMPTION") ASSIGNING A PORTION OF LENDER'S OR CO-LENDER'S
RIGHTS AND OBLIGATIONS UNDER THE LOAN, AND PURSUANT TO WHICH THE ADDITIONAL
CO-LENDER ACCEPTS SUCH ASSIGNMENT AND ASSUMES THE ASSIGNED OBLIGATIONS. FROM AND
AFTER THE EFFECTIVE DATE SPECIFIED IN THE ASSIGNMENT AND ASSUMPTION (I) EACH
CO-LENDER SHALL BE A PARTY HERETO AND TO EACH LOAN DOCUMENT TO THE EXTENT OF THE
APPLICABLE PERCENTAGE OR PERCENTAGES SET FORTH IN THE ASSIGNMENT AND ASSUMPTION
AND, EXCEPT AS SPECIFIED OTHERWISE HEREIN, SHALL SUCCEED TO THE RIGHTS AND
OBLIGATIONS OF LENDER AND THE CO-LENDERS HEREUNDER AND THEREUNDER IN RESPECT OF
THE LOAN, AND (II) LENDER, AS LENDER AND EACH CO-LENDER, AS APPLICABLE, SHALL,
TO THE EXTENT SUCH RIGHTS AND OBLIGATIONS HAVE BEEN ASSIGNED BY IT PURSUANT TO
SUCH ASSIGNMENT AND ASSUMPTION, RELINQUISH ITS RIGHTS AND BE RELEASED FROM ITS
OBLIGATIONS HEREUNDER AND UNDER THE LOAN DOCUMENTS.
(B)
THE LIABILITIES OF LENDER AND EACH OF THE CO-LENDERS SHALL BE
SEVERAL AND NOT JOINT. NEITHER LENDER NOR ANY CO-LENDER SHALL BE RESPONSIBLE FOR
THE OBLIGATIONS OF ANY OTHER CO-LENDER. IF FOR ANY REASON ANY OF THE CO-LENDERS
SHALL FAIL OR REFUSE TO ABIDE BY THEIR OBLIGATIONS UNDER THIS AGREEMENT, LENDER
AND THE OTHER CO-LENDERS SHALL NOT BE RELIEVED OF THEIR OBLIGATIONS, IF ANY,
HEREUNDER.
(C)
BORROWER AGREES THAT IT SHALL, IN CONNECTION WITH ANY SALE OF ALL
OR ANY PORTION OF THE LOAN, WHETHER IN WHOLE OR TO AN ADDITIONAL CO-LENDER OR
PARTICIPANT, WITHIN TEN (10) BUSINESS DAYS AFTER REQUESTED BY LENDER, FURNISH
LENDER WITH THE CERTIFICATES REQUIRED UNDER SECTIONS 5.1.10 AND 5.1.13 HEREOF
AND SUCH OTHER INFORMATION AS REASONABLY REQUESTED BY ANY ADDITIONAL CO-LENDER
OR PARTICIPANT IN PERFORMING ITS DUE DILIGENCE IN CONNECTION WITH ITS PURCHASE
OF AN INTEREST IN THE LOAN.
(D)
LENDER (OR AN AFFILIATE OF LENDER) SHALL ACT AS ADMINISTRATIVE
AGENT FOR ITSELF AND THE CO-LENDERS (TOGETHER WITH ANY SUCCESSOR ADMINISTRATIVE
AGENT, THE "AGENT")
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PURSUANT TO THIS SECTION 9.7. BORROWER ACKNOWLEDGES THAT LENDER, AS AGENT, SHALL
HAVE THE SOLE AND EXCLUSIVE AUTHORITY TO EXECUTE AND PERFORM THIS AGREEMENT AND
EACH LOAN DOCUMENT ON BEHALF OF ITSELF, AS LENDER AND AS AGENT FOR ITSELF AND
THE CO-LENDERS UNTIL REPLACED AS AGENT PURSUANT TO THE TERMS OF THE CO-LENDING
AGREEMENT; PROVIDED, HOWEVER, (I) SO LONG AS NO EVENT OF DEFAULT SHALL THEN
EXIST OR (II) AGENT SHALL NOT BE IN DEFAULT UNDER