Syndication Cooperation Clause Samples

Syndication Cooperation. Borrower acknowledges that the Agents intend promptly to commence to syndicate the Commitments of the Lenders in accordance with the provisions of Section 13.

Syndication Cooperation. Administrative Agent and Lenders, shall have the unfettered right to sell, assign, transfer, encumber, pledge or otherwise dispose of, participate or syndicate the Loan, in whole or in part either contemporaneously with the closing thereof or thereafter. In addition, Administrative Agent and Lenders may sell or syndicate all or a portion of the Loan by certificates, participations, securities or pari passu notes evidencing whole or component interests therein, through one or more public or private offerings, including, without limitation, a “securitization” or “syndication”. Borrower, Operating Lessee and Guarantor shall cooperate with Administrative Agent, Lenders, and their affiliates with any such transaction by, without limitation, cooperating with the following upon request, either before or after closing as applicable: (a) separating the Loan into two or more separate notes and/or participation interests including, but not limited to, separate senior and junior notes, participations or components. Such notes or components may be assigned different interest rates, so long as the initial weighted average of such interest rates equals the Effective Rate as of the closing of the Loan. Partial prepayments of principal may cause the weighted average interest rate to change over time due to the non pro-rata allocation of such prepayments between any such separate notes, participations or components; (b) obtaining ratings from two or more rating agencies; (c) making or causing to be made non-material changes or modifications to the Loan documentation, organizational documentation, opinion letters and other documentation; (d) reviewing and assisting in the preparation of offering materials (including a confidential information memorandum) relating to the Property, any other Collateral, Borrower, Operating Lessee, Guarantor, and the Loan and making with regard to such offering materials certain indemnifications, representations and warranties (including a standard Rule 10b-5 representation and warranty) in both a customary authorization to distribute (to be signed by Borrower) and the Loan Documents; and (f) delivering updated information on Borrower, Operating Lessee, Guarantor, and the Property and any other Collateral. In connection with any syndication of the Loan, ▇▇▇▇▇ Fargo Bank, National Association shall be the Administrative Agent and ▇▇▇▇▇ Fargo Securities, LLC or one of its affiliates, shall serve as sole lead arranger and sole bookrunner with excl...

Syndication Cooperation. The Borrower will use all reasonable efforts to assist the Agents in syndicating the credit facilities, including participating in meetings with potential syndicate members. The Borrower agrees that it will cooperate with the Agents in syndicating the credit facilities, including, without limitation, by consenting to reasonable amendments to this Agreement (other than changes in pricing) and the other Loan Documents which may be required by potential syndicate members.

Syndication Cooperation. At any time on and after the Closing Date and ending on the earlier of (a) a “Successful Syndication” (as defined in the Fee Letter) and (b) the date that is forty-five (45) days after the Closing Date (such earlier date, the “Syndication Date”), Holdings and the Borrower will (i) perform the syndication-related actions described in Sections 3 and 4 of the Commitment Letter in accordance with the terms thereof (notwithstanding any termination of the Commitment Letter) and (ii) agree to enter into, and cause each other Loan Party to enter into, any amendment hereto or other appropriate document or agreement necessary to implement any of the “Flex Provisions” (under and as defined in the Fee Letter) in accordance with the terms of the Fee Letter (any such amendment, a “Syndication Amendment”).

Syndication Cooperation. At any time on and after the Fifth Amendment Effective Date and ending on the earlier of (a) a “Successful Syndication” (as defined in the 2019 Incremental Fee Letter) and (b) the date that is ninety days after the Fifth Amendment Effective Date (such earlier date, the “Syndication Date”), Holdings and the Borrowers shall (i) perform the syndication-related actions described in Sections 3 and 4 of the 2019 Incremental Commitment Letter in accordance with the terms thereof and (ii) agree to enter into any amendment to this Agreement or other appropriate document or agreement necessary to implement any of the “Flex Provisions” (under and as defined in the 2019 Incremental Fee Letter) described in the 2019 Incremental Fee Letter in accordance with the terms of the 2019 Incremental Fee Letter (any such amendment, a “Syndication Amendment”).

Syndication Cooperation. The Borrower acknowledges that Valley National Bank (“Syndicating Lender”) may syndicate a portion of their respective Commitments to one or more lenders who are not signatories to this Agreement on the date hereof through assignments of the Loans subject to the provisions of this Agreement or the sale of participations in the Loans subject to the provisions of this Agreement (the “Syndication”) and in connection therewith, the Borrower will and will cause Guarantor to take all actions as Syndicating Lender may reasonably request to assist such Syndicating Lender in its Syndication effort; which shall, after the date hereof, be at no additional cost to Borrower and Guarantor. Without limiting the generality of the foregoing, the Borrower shall and shall cause Guarantor to, at the request of the Syndicating Lender, at no cost to Borrower or Guarantor (other than their own legal or other expenses); (a) cooperate with Syndicating Lender in the preparation of information offering materials (which assistance may include reviewing and commenting on drafts of such information materials and drafting portions thereof); (b) upon reasonable notice, make representatives of the Borrower and Guarantor available to meet with prospective Lender at bank meetings and property tours; (c) provide Syndicating Lender with all information with respect to the project, the Borrower and the Guarantor reasonably deemed necessary by them to complete the Syndication successfully as long as such information may be disclosed in accordance with applicable law, and (d) execute such amendments or modifications to the Loan Documents as the Administrative Agent may reasonably request in order to aid in such Syndication, except that Borrower shall not be obligated to execute or cause Guarantor to execute any documents or amendment of the Loan Documents that would change the economics of the terms of the Loans or cause any increase in the Borrower’s or Guarantor’s obligations or any decrease in Borrower’s or Guarantor’s rights under the Loan Documents, except, in each case, to a de minimus extent.

Syndication Cooperation. Wachovia Bank and its Affiliates (collectively, the "Original Lender") reserve the right, after the Effective Date, to syndicate all or part of the Total Commitment, from time to time, to one or more Banks, as more particularly provided in Section 12.04. Such syndication will be accomplished by a variety of means, including direct contact during the syndication between senior management and advisors of the REIT and its Subsidiaries and the proposed syndicate members. To assist the Original Lender in its syndication efforts, the REIT and its Subsidiaries hereby agree (a) to provide to the Original Lender and the other syndicate members upon request with all reasonable information reasonably deemed necessary by the Original Lender to complete syndication, including, but not limited to, information and evaluations prepared by the REIT and its Subsidiaries or on their behalf relating to the transactions contemplated hereby and (b) to assist the Original Lender upon request in the preparation of an Information Memorandum to be used in connection with the syndication of the credit facilities contemplated herein, including making available, upon reasonable advance notice, the officers of the REIT and its Subsidiaries from time to time and to attend and make presentations regarding the business and prospects of the REIT and its Subsidiaries, as appropriate, at a meeting or meetings of Banks or prospective Banks. The Original Lender will provide the REIT with a copy of the Information Memorandum for review prior to the distribution thereof to prospective Banks.

Syndication Cooperation. The Agent, with the Borrower's assistance, will prepare and distribute a Confidential Information Memorandum (the "Memorandum") for the purpose of syndicating the credit facilities provided under this Agreement to financial institutions. The Agent will not distribute the Memorandum to any party that is not subject to a customary confidentiality agreement. The Borrower will use all reasonable efforts to assist the Agent in syndicating the credit facilities, including participating in meetings with potential syndicate members. Until the closing on the initial syndication, , except as otherwise required by Law, the Borrower will not, and will not permit any of its affiliates to, syndicate or issue, attempt to syndicate or issue, announce or otherwise authorize the announcement of the syndication or issuance of, or enter into discussions concerning the syndication of the credit facilities or any other debt facility to be syndicated, in each case without the prior written consent of the Agent, which will not be unreasonably withheld.

Syndication Cooperation. 147 ARTICLE VI