Covenants of Borrower Sponsor. Borrower Sponsor will, and will cause Borrowers to, cooperate and use best efforts to promptly supply Capital America with all due diligence materials requested by Capital America; prepare or cause to be prepared documents relating to the Financing; cause its legal counsel to deliver various opinion letters customarily required in Financing transactions of this type, all in form and substance satisfactory to Capital America; and act in good faith to do all things reasonably required to consummate the closing of the Financing. Borrower Sponsor represents that (i) the proposed finance transaction described herein is not the subject of a commitment from another lender and (ii) no other party has a right of refusal or any other option which could cause the transaction contemplated herein not to be consummated. Prior to the closing of the Financing, Borrower Sponsor will not, and will cause Borrowers and Borrowers' affiliates not to, sell, assign or otherwise dispose of the Properties to any person or entity without Capital America's consent provided, however, Borrower Sponsor or Borrowers may transfer the Properties to an affiliate which becomes bound by the terms of this Commitment Letter. In addition, prior to the Commitment Termination Date (as defined in Section 6 hereof), the Borrower Sponsor will not, and will cause its affiliates not to, obtain, or attempt to obtain, the Financing or any other debt financing with respect to the Properties with any party other than Capital America. Borrower Sponsor acknowledges that, by commencing the due diligence investigation contemplated by this Commitment Letter, Capital America is devoting time and resources to the Borrower Sponsor that it otherwise could be devoting to other projects. Therefore, if Borrower Sponsor breaches its obligations pursuant to this Section 2 or Section 5, Borrower Sponsor agrees to pay Capital America, in addition to its obligations to pay fees and expenses described in the Term Sheet, a termination fee equal to 2% of the proposed Financing amount. Receipt of such payment by Capital America shall not constitute a waiver of any rights or remedies Capital America may have either at law or equity. The obligations of Borrower Sponsor and Borrowers pursuant to this Section 2 shall be terminated on the Commitment Termination Date (as it may be extended by Capital America) or such earlier date that Capital America notifies the Borrower Sponsor that based on its due diligence investigation it does...
