Lender’s Rights to Sell or Securitize. Borrower acknowledges that Lender, and each successor to Lender’s interest, may (without prior notice to Borrower or Borrower’s prior consent), sell or grant participations in the Loan (or any part thereof), sell or subcontract the servicing rights related to the Loan, Securitize the Loan or include the Loan as part of a Securitization and, in connection therewith, assign Lender’s rights hereunder to a securitization trustee. Borrower, at its expense, agrees to cooperate with all reasonable requests of Lender in connection with any of the foregoing including, without limitation, (i) providing additional information regarding the Property, Borrower, or any of its Affiliates (such information to include additional appraisals, environmental reports, engineering reports and similar due diligence materials and updates, and verifications and consents with respect to such materials that were delivered at closing), (ii) delivering additional landlord and/or tenant estoppel letters, subordination agreements or similar agreements (subject, in all instances, to the terms and conditions of the applicable leases), (iii) participating in meetings and presentations (including the senior management of Borrower) to the Rating Agencies and prospective investors (in each case as required by the Rating Agencies or prospective investors), (iv) executing any financing statements or other documents deemed necessary by Lender or its transferee to create, perfect or preserve the rights and interest to be acquired by such transferee, (v) provide any updated financial information with appropriate verification through auditors letters, (vi) deliver revised organizational documents and counsel opinions satisfactory to the Rating Agencies, (viii) execute amendments to the Loan Documents, and (ix) review information contained in a preliminary or final private placement memorandum, prospectus, prospectus supplements or other disclosure document, providing a mortgagor estoppel certificate and such other information about Borrower, Equity Owner, any Guarantor or the Property as Lender may require for Lender’s offering materials provided that no such modification, revision, additional documents, or other action in connection with such cooperation shall materially increase the obligations or materially decrease the rights of Borrower pursuant to the Loan Documents. At the request of Lender, Borrower shall make such representations and warranties as of the date of the securitization as are customary in securitization transactions involving properties of the same nature as the subject properties. Notwithstanding the foregoing, Borrower’s obligations to obtain landlord estoppel letters with respect to the Ground Lease shall be limited as follows: Borrower shall not be required to obtain estoppels for those Individual Properties listed on Schedule 15.02.1, shall be required only to use commercially reasonable efforts to obtain estoppels for those Individual Properties listed on Schedule 15.02.2, and for all other Individual Properties shall obtain estoppels representing at least 80% of the Loan amount allocated to all such Individual Properties. Notwithstanding the foregoing, any costs or expenses incurred by Lender in connection with Borrower’s cooperation with any restructuring of the Loan shall be borne solely by Lender, to the extent that such costs exceed $5,000.
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Lender’s Rights to Sell or Securitize. Borrower acknowledges that Lender, and each successor to Lender’s 's interest, may (without prior notice to Borrower or Borrower’s 's prior consent), sell or grant participations participation in the Loan (or any part thereof), sell or subcontract the servicing rights related to the Loan, Securitize the Loan or include the Loan as part of a Securitization and, in connection therewith, assign Lender’s 's rights hereunder to a securitization trustee. Borrower, at its expense, agrees to cooperate with all reasonable requests of Lender in connection with any of the foregoing including, without limitation, (i) providing additional information regarding the Property, Borrower, or any of its Affiliates (such information to include additional appraisals, environmental reports, engineering reports and similar due diligence materials and updates, and verifications and consents with respect to such materials that were delivered at closing), (ii) delivering additional landlord and/or tenant estoppel letters, subordination agreements or similar agreements (subject, in all instances, to the terms and conditions of the applicable leases), (iii) participating in meetings and presentations (including the senior management of Borrower) to the Rating Agencies and prospective investors (in each case as required by the Rating Agencies or prospective investors), (iv) executing any financing statements or other documents deemed necessary by Lender or its transferee to create, perfect or preserve the rights and interest to be acquired by such transferee, (v) provide any updated financial information with appropriate verification through auditors letters, (vi) deliver revised organizational documents and counsel opinions satisfactory to the Rating Agencies, (viiivii) execute amendments to the Loan Documents, and (ixviii) review information contained in a preliminary or final private placement memorandum, prospectus, prospectus supplements or other disclosure document, document providing a mortgagor estoppel certificate and such other information about Borrower, SPE Equity Owner, Equity Owner, any Guarantor or the Property as Lender may require for Lender’s 's offering materials materials, provided that no such modification, revision, additional documents, or other action in connection with such cooperation shall materially increase the obligations or materially decrease the rights of Borrower pursuant to the Loan Documents. At the request of Lender, Borrower shall make such representations and warranties as of the date of the securitization as are customary in securitization transactions involving properties of the same nature as the subject properties. Notwithstanding the foregoing, Borrower’s 's obligations to obtain landlord estoppel letters with respect to the Ground Lease Parking Leases shall be limited as follows: Borrower shall not be required to obtain estoppels for those Individual Properties listed on Schedule 15.02.1, shall be required only to use commercially reasonable efforts to obtain estoppels for those Individual Properties listed on Schedule 15.02.2, and for all other Individual Properties shall obtain estoppels representing at least 80% of the Loan amount allocated to all such Individual Properties. Notwithstanding the foregoing, any costs or expenses incurred by Lender in connection with Borrower’s cooperation with any restructuring of the Loan shall be borne solely by Lender, to the extent that such costs exceed $5,000.
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Samples: Loan Agreement (Macquarie Infrastructure Assets Trust)
Lender’s Rights to Sell or Securitize. Borrower acknowledges that Lender, and each successor to Lender’s interest, may (without prior notice to Borrower or Borrower’s prior consent), sell or grant participations in the Loan (or any part thereof), sell or subcontract the servicing rights related to the Loan, Securitize the Loan or include the Loan as part of a Securitization and, in connection therewith, assign Lender’s rights hereunder to a securitization trustee. Borrower, at its expense, Borrower agrees to cooperate with all reasonable requests of Lender in connection with any of the foregoing including, without limitation, (i) providing additional information regarding the Property, Borrower, or any of its Affiliates (such information to include additional appraisals, environmental reports, engineering reports and similar due diligence materials and updates, and verifications and consents with respect to such materials that were delivered at closing), (ii) delivering additional landlord and/or tenant estoppel letters, subordination agreements or similar agreements (subject, in all instances, to the terms and conditions of the applicable leases), (iii) participating in meetings and presentations (including the senior management of Borrower) to the Rating Agencies and prospective investors (in each case as required by the Rating Agencies or prospective investors), (iv) executing any financing statements or other documents deemed necessary by Lender or its transferee to create, perfect or preserve the rights and interest to be acquired by such transferee, (v) provide any updated financial information with appropriate verification through auditors letters, (vi) deliver revised organizational documents (provided such revisions do not effect distributions or other economic terms) and counsel opinions satisfactory to the Rating Agencies, (viii) execute amendments to the Loan DocumentsDocuments (subject to the limitations set forth in Section 15.01 above), and (ix) review information contained in a preliminary or final private placement memorandum, prospectus, prospectus supplements or other disclosure document, document providing a mortgagor estoppel certificate and such other information about Borrower, Equity OwnerLessee, any Guarantor or the Property as Lender may require for Lender’s offering materials provided materials; provided, that no such modification, revision, additional documents, or other action in connection with such cooperation shall materially increase the obligations or materially decrease the rights of Borrower pursuant to the Loan Documents. At the request of Lender, Borrower shall make such representations and warranties as of the date of the securitization as are customary in securitization transactions involving properties of the same nature as the subject properties. Notwithstanding the foregoing, Borrower’s obligations to obtain landlord estoppel letters with respect to the Ground Lease shall be limited as follows: Borrower shall not be required to obtain estoppels for those Individual Properties listed on Schedule 15.02.1, shall be pay Lender’s expenses or incur material out of pocket costs (unless Lender undertakes to pay the same or such costs pertain to deliveries and documentation which Borrower is otherwise required only to use commercially reasonable efforts provide to obtain estoppels for those Individual Properties listed on Schedule 15.02.2, and for all other Individual Properties shall obtain estoppels representing at least 80% Lender under the provisions of the Loan amount allocated to all such Individual Properties. Notwithstanding Documents other than this Section 15.02), other than the foregoinglegal fees and expenses of Borrower’s counsel, any costs or except that Lender shall reimburse Borrower for the reasonable legal fees and expenses incurred by Borrower in preparing and delivering any new or updated legal opinions requested by Lender. Lender agrees that, in the event of a sale or Securitization of all or any portion of the Lender’s interest in the Loan (or any participation therein), Borrower shall be provided with one Lender or servicer as Borrower’s contact for purpose of obtaining the consent, approval, acceptance or satisfaction of Lender in connection with Borrower’s cooperation with any restructuring of those instances where the same are required under the Loan Documents and Borrower shall be borne solely by Lenderentitled to rely on the response of such Lender or servicer with respect to such matters and shall not be required to obtain any separate consent, approval, acceptance or satisfaction directly from multiple lenders, servicers or participants. Nothing contained herein shall affect the decision-making process among any such lenders, servicers and participants beyond providing that any decision shall be requested through, and granted or denied through, the one lender or sevicer provided as Borrower's contact for such purposes. Each lender, servicer or participant shall retain the right to participate in reaching such decision to the extent that provided in the applicable agreements among such costs exceed $5,000lenders, servicers and/or participants.
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Lender’s Rights to Sell or Securitize. Borrower acknowledges that Lender, and each successor to Lender’s 's interest, may (without prior notice to Borrower or Borrower’s 's prior consent), sell or grant participations in the Loan (or any part thereof), sell or subcontract the servicing rights related to the Loan, Securitize the Loan or include the Loan as part of a Securitization and, in connection therewith, assign Lender’s 's rights hereunder to a securitization trustee. Borrower, at its expense, agrees to cooperate with all reasonable requests of Lender in connection with any of the foregoing including, without limitation, (i) providing additional information regarding the Property, Borrower, or any of its Affiliates (such information to include additional appraisals, environmental reports, engineering reports and similar due diligence materials and updates, and verifications and consents with respect to such materials that were delivered at closing), (ii) delivering additional landlord and/or tenant estoppel letters, subordination agreements or similar agreements (subject, in all instances, to the terms and conditions of the applicable leases), (iii) participating in meetings and presentations (including the senior management of Borrower) to the Rating Agencies and prospective investors (in each case as required by the Rating Agencies or prospective investors), (iv) executing any financing statements or other documents deemed necessary by Lender or its transferee to create, perfect or preserve the rights and interest to be acquired by such transferee, (v) provide any updated financial information with appropriate verification through auditors letters, (vi) deliver revised organizational documents and counsel opinions satisfactory to the Rating Agencies, (viii) execute amendments to the Loan Documents, and (ix) review information contained in a preliminary or final private placement memorandum, prospectus, prospectus supplements or other disclosure document, providing a mortgagor estoppel certificate and such other information about Borrower, Equity Owner, any Guarantor or the Property as Lender may require for Lender’s 's offering materials provided that no such modification, revision, additional documents, or other action in connection with such cooperation shall materially increase the obligations or materially decrease the rights of Borrower pursuant to the Loan Documents. At the request of Lender, Borrower shall make such representations and warranties as of the date of the securitization as are customary in securitization transactions involving properties of the same nature as the subject properties. Notwithstanding Nothwithstanding the foregoing, Borrower’s obligations 's obligation to obtain landlord estoppel letters estoppels with respect to the Ground Lease Parking Leases shall be limited as follows: Borrower shall not be required to (i) obtain estoppels for those Individual Properties listed on Schedule 15.02.1, shall be required only to 15.02 and (ii) use commercially reasonable commerically resonable efforts to obtain estoppels estoopels for those Individual Properties listed on Schedule 15.02.2, and for all other Individual Properties shall obtain estoppels representing at least 80% the remaining of the Loan amount allocated to all such Individual PropertiesIndividal Properites. Notwithstanding the foregoing, any costs or expenses incurred by Borrower or Lender in connection with Borrower’s 's cooperation with any restructuring of the Loan shall be borne solely by Lender, to the extent that such costs exceed $5,000.
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Lender’s Rights to Sell or Securitize. Borrower acknowledges that Lender, and each successor to Lender’s 's interest, may (without prior notice to Borrower or Borrower’s 's prior consent), sell or grant participations in the Loan (or any part thereof), sell or subcontract the servicing rights related to the Loan, Securitize the Loan or include the Loan as part of a Securitization and, in connection therewith, assign Lender’s 's rights hereunder to a securitization trustee. Borrower, at its expense, but subject to the limitation set forth in the next to last sentence of this Section 15.02 agrees to cooperate with all reasonable .reasonable requests of Lender in connection with any of the foregoing including, without limitation, (i) providing additional information regarding the Property, Borrower, or any of its Affiliates (such information to include additional appraisals, environmental reports, engineering reports and similar due diligence materials and updates, and verifications and consents with respect to such materials that were delivered at closing), (ii) delivering additional landlord and/or tenant estoppel letters, subordination agreements or similar agreements (subject, in all instances, to the terms and conditions of the applicable leases), (iii) participating in meetings and presentations (including the senior management of Borrower) to the Rating Agencies and prospective investors (in each case as required by the Rating Agencies or prospective investors), (iv) executing any financing statements or other documents deemed necessary by Lender or its transferee to create, perfect or preserve the rights and interest to be acquired by such transferee, (v) provide any updated financial information with appropriate verification through auditors letters, (vi) deliver revised organizational documents and counsel opinions satisfactory to consistent with those delivered by Borrower in connection with the Rating Agenciesorigination of the Loan, (viii) execute amendments to the Loan Documents (which Loan Documents, as modified, will be subject to the same limitations set forth in Section 15.01), an agreement (A) ce1iifying that Borrower has examined such sections specified by Lender of any Disclosure Document specified by Lender and (ix) review information contained that each section of such Disclosure Document, as it relates to Borrower, SPE Equity Owner, Guarantor, or the Property, does not as of the date of such Disclosure Document contain any untrue statement of a material fact or omit to state a material fact necessary in a preliminary or final private placement memorandumorder to make the statements made, prospectusin the light of the circumstances under which they were made, prospectus supplements or other disclosure documentnot misleading; provided, however, such obligation does not create any obligation on the part of Borrower to update the effective date of any representations made by Borrower in connection with the origination of the Loan, providing a mortgagor estoppel certificate and such other information about Borrower, SPE Equity Owner, any Guarantor or the Property as Lender may reasonably require for Lender’s 's offering materials provided that no such modification, revision, additional documents, or other action in connection with such cooperation shall materially increase the obligations or materially decrease the rights of Borrower pursuant materials. Notwithstanding anything to the Loan Documents. At the request contrary in this Section 15.01 or this Section 15.02, Lender shall not require that (i) Borrower incur more than $5,000.00 in out of Lenderpocket expenses or {ii) Borrower make any representations or warranties; provided, however, Borrower shall deliver to Lender and/or any Rating Agency a certificate executed by the manager of Borrower certifying as to the accuracy in all material respects, as of the closing date of the Securitization, of all representations made by Borrower in the Loan Documents as of the origination of the Loan or, if such representations are no longer accurate, certifying as to what modifications to the representations would be required to make such representations and warranties accurate in all material respects as of the closing date of the securitization as are customary in securitization transactions involving properties of the same nature as the subject propertiesSecuritization. Notwithstanding the foregoing, Borrower’s obligations to obtain landlord estoppel letters with respect to the Ground Lease shall be limited as follows: Borrower shall not be required to obtain estoppels for those Individual Properties listed on Schedule 15.02.1, shall be required only to use commercially reasonable efforts to obtain estoppels for those Individual Properties listed on Schedule 15.02.2, and for all other Individual Properties shall obtain estoppels representing promptly notify Lender at least 80% of the Loan amount allocated to all such Individual Properties. Notwithstanding the foregoing, any costs or time that its legal expenses incurred by Lender in connection with Borrower’s cooperation with any restructuring of the Loan shall be borne solely by Lender, to the extent that such costs exceed have exceeded $5,0005,000.00.
Appears in 1 contract
Samples: Loan Agreement (Cole Credit Property Trust V, Inc.)
