Common use of PARTICIPATION AND SALE OF LOAN Clause in Contracts

PARTICIPATION AND SALE OF LOAN. (a) Mortgagee may sell, transfer or assign its entire interest or one or more interests (including, without limitation, participation interests) in the Loan and the Loan Documents, the Unsecured Indemnity Agreement and the Guaranty, at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan and may issue mortgage pass‑through certificates or other securities evidencing a beneficial interest in one or more rated or unrated public offering(s) or private placement(s), including depositing the Loan with a trust or trusts that may issue Securities. MetLife shall be the initial servicer. In no event shall Mortgagor be responsible for payment of any servicer’s fees. Mortgagee may forward (on a confidential basis, except as required by law) to each investor in such Securities and/or to each purchaser, transferee, assignee, servicer, or participant of the Loan, (each, an “Investor”), any prospective Investor or any Rating Agency rating or assigning value to such Securities, all documents and information which Mortgagee now has or may hereafter acquire relating to the Secured Indebtedness and to Mortgagor, any SPE Entity, or any Liable Parties and the Property, whether furnished by Mortgagor, Liable Party or otherwise, as Mortgagee determines necessary or desirable. Mortgagee shall not sell, transfer or assign an interest in the Loan to any Investor unless and until such Investor shall have delivered to Mortgagor such evidence as Mortgagor may reasonably request to evidence such Investor exemption from the withholding of any tax imposed by an applicable jurisdiction in connection with the payment of interest and other sums due to it under the Loan, the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement. If Mortgagee or any Investor holding a direct interest in the Loan with respect to such Investor’s interest in the Loan issues mortgage pass‑through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan with a trust that may issue Securities, Mortgagee or such Investor, as applicable, shall send notice to Mortgagor and to each other Investor holding a direct interest in the Loan.

PARTICIPATION AND SALE OF LOAN. (a) Mortgagee Lender may sell, transfer or assign its entire interest or one or more interests (including, without limitation, participation interests) in the Loan and the Loan Documents, the Unsecured Indemnity Agreement and the Guaranty, at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan and may issue mortgage pass‑through certificates or other securities evidencing a beneficial interest in one or more rated or unrated public offering(s) or private placement(s), including depositing the Loan with a trust or trusts that may issue Securities. MetLife shall be the initial servicer. In no event shall Mortgagor Borrower be responsible for payment of any servicer’s fees. Mortgagee Lender may forward (on a confidential basis, except as required by law) to each investor in such Securities and/or to each purchaser, transferee, assignee, servicer, or participant of the Loan, (each, an “Investor”), any prospective Investor or any Rating Agency rating or assigning value to such Securities, all documents and information which Mortgagee Lender now has or may hereafter acquire relating to the Secured Indebtedness and to MortgagorBorrower, any SPE Entity, or any Liable Parties and the Property, whether furnished by MortgagorBorrower, Liable Party or otherwise, as Mortgagee Lender determines necessary or desirable. Mortgagee Lender shall not sell, transfer or assign an interest in the Loan to any Investor unless and until such Investor shall have delivered to Mortgagor Borrower such evidence as Mortgagor Borrower may reasonably request to evidence such Investor exemption from the withholding of any tax imposed by an applicable jurisdiction in connection with the payment of interest and other sums due to it under the Loan, the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement. If Mortgagee Lender or any Investor holding a direct interest in the Loan with respect to such Investor’s interest in the Loan issues mortgage pass‑through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan with a trust that may issue Securities, Mortgagee Lender or such Investor, as applicable, shall send notice to Mortgagor Borrower and to each other Investor holding a direct interest in the Loan.

PARTICIPATION AND SALE OF LOAN. (a) Mortgagee may Lender may, sell, transfer or assign its entire interest or one or more participation interests (including, without limitation, participation interests) in the Loan and the Loan Documents, the Unsecured Indemnity Agreement and the Guaranty, Documents at any time and from time to time, includingprovided, without limitationhowever, its rights and obligations as Lender remains the master servicer of the Loan and Loan. Lender may issue mortgage pass‑through certificates or other securities evidencing a beneficial interest in one or more rated or unrated public offering(s) or private placement(s), including depositing the Loan with a trust or trusts that may issue Securities. MetLife shall be the initial servicer. In no event shall Mortgagor be responsible for payment of any servicer’s fees. Mortgagee may forward (on a confidential basis, except as required by law) to each investor in such Securities and/or to each purchaser, transferee, assignee, servicer, or participant of the Loan, (each, an “Investor”), any prospective Investor or any Rating Agency rating or assigning value to such Securities, all documents and information which Mortgagee now has or may hereafter acquire relating to the Secured Indebtedness and to Mortgagor, any SPE Entity, or any Liable Parties and the Property, whether furnished by Mortgagor, Liable Party or otherwise, as Mortgagee determines necessary or desirable. Mortgagee shall not sell, transfer or assign an interest in the Loan to any Investor unless and until such Investor shall have delivered to Mortgagor such evidence as Mortgagor may reasonably request to evidence such Investor exemption from the withholding of any tax imposed by an applicable jurisdiction in connection with the payment of interest and other sums due to it under the Loan, the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement. If Mortgagee or any Investor holding a direct interest in the Loan with respect to such Investor’s interest in the Loan issues mortgage pass‑through pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan Documents with a trust that may issue securities (the “Securities”); provided, Mortgagee however Lender shall retain its servicing rights in the event of an issuance of Securities (such issuance of Securities is referred to as a “Securitization”). Lender shall use commercially reasonable efforts to provide Borrower thirty (30) days advance notice of any securitization. Lender may forward to each purchaser, transferee, assignee, servicer, participant, investor in such Securities (collectively, the “Investor”) or any Rating Agency rating such Securities and each prospective Investor, as applicable, shall send notice all documents and information which Lender now has or may hereafter acquire relating to Mortgagor the Secured Indebtedness and to each other Investor holding a direct interest in Borrower or any Liable Party and the LoanProperty, whether furnished by Borrower, any Liable Party or otherwise, as Lender determines necessary or desirable. Lender agrees to use commercially reasonable to maintain the confidentiality of any financial information with respect to Borrower and/or Liable Party which Borrower advises Lender is confidential and not publicly available at the time it is provided to Lender; provided however such obligation to maintain the confidentiality of such financial information with respect to Borrower, and/or Liable Party shall terminate if and when, through no fault of Lender, the information ceases to be confidential.

PARTICIPATION AND SALE OF LOAN. (a) Mortgagee may sell, transfer or assign its entire interest or one or more interests (including, without limitation, participation interests) in the Loan and the Loan Documents, the Unsecured Indemnity Agreement and the Guaranty, at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan and may issue mortgage pass‑through pass-through certificates or other securities evidencing a beneficial interest in one or more rated or unrated public offering(s) or private placement(s), including depositing the Loan with a trust or trusts that may issue Securities. MetLife shall be the initial servicer. In no event shall Mortgagor be responsible for payment of any servicer’s fees. Mortgagee may forward (on a confidential basis, except as required by law) to each investor in such Securities and/or to each purchaser, transferee, assignee, servicer, or participant of the Loan, (each, an “Investor”), any prospective Investor or any Rating Agency rating or assigning value to such Securities, all documents and information which Mortgagee now has or may hereafter acquire relating to the Secured Indebtedness and to Mortgagor, any SPE Entity, or any Liable Parties and the Property, whether furnished by Mortgagor, Liable Party or otherwise, as Mortgagee determines necessary or desirable. Mortgagee shall not sell, transfer or assign an interest in the Loan to any Investor unless and until such Investor shall have delivered to Mortgagor such evidence as Mortgagor may reasonably request to evidence such Investor exemption from the withholding of any tax imposed by an applicable jurisdiction in connection with the payment of interest and other sums due to it under the Loan, the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement. If Mortgagee or any Investor holding a direct interest in the Loan with respect to such Investor’s interest in the Loan issues mortgage pass‑through pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan with a trust that may issue Securities, Mortgagee or such Investor, as applicable, shall send notice to Mortgagor and to each other Investor holding a direct interest in the Loan.

PARTICIPATION AND SALE OF LOAN. (a) Mortgagee may sell, transfer or assign its entire interest or one or more interests (including, without limitation, participation interests) in the Loan and the Loan Documents, the Unsecured Indemnity Agreement and the Guaranty, at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan and may issue mortgage pass‑through pass-through certificates or other securities evidencing a beneficial interest in one or more rated or unrated public offering(s) or private placement(s), including depositing the Loan with a trust or trusts that may issue Securities. MetLife ; provided, however, that in the event Mortgagee transfers less than its entire interest in the Loan, Mortgagee shall remain as the servicer of the Loan and shall be the initial servicersole party to whom Mortgagor shall be required to provide notices and obtain consents required by the Loan Documents. In no event shall Mortgagor be responsible for payment of any servicer’s fees. Mortgagee may forward (on a confidential basis, except as required by law) to each investor in such Securities and/or to each purchaser, transferee, assignee, servicer, or participant of the Loan, (each, an “Investor”), any prospective Investor or any Rating Agency rating or assigning value to such Securities, all documents and information which Mortgagee now has or may hereafter acquire relating to the Secured Indebtedness and to Mortgagor, any SPE Entity, or any Liable Parties and the Property, whether furnished by Mortgagor, Liable Party or otherwise, as Mortgagee determines necessary or desirable. Mortgagee shall not sell, transfer or assign an interest in the Loan to any Investor unless and until such Investor shall have delivered to Mortgagor such evidence as Mortgagor may reasonably request to evidence such Investor exemption from the withholding of any tax imposed by an applicable jurisdiction in connection with the payment of interest and other sums due to it under the Loan, the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement. If Mortgagee or any Investor holding a direct interest in the Loan with respect to such Investor’s interest in the Loan issues mortgage pass‑through pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan with a trust that may issue Securities, Mortgagee or such Investor, as applicable, shall send notice to Mortgagor and to each other Investor holding a direct interest in the Loan.

PARTICIPATION AND SALE OF LOAN. (a) Mortgagee may sell, transfer or assign its entire interest or one or more participation interests (including, without limitation, participation interests) in the Loan and the Loan Documents, the Unsecured Indemnity Agreement and the Guaranty, at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan and may issue mortgage pass‑through pass-through certificates or other securities evidencing a beneficial interest in one or more a rated or unrated public offering(s) offering or private placement(s)placement, including depositing the Loan Documents with a trust or trusts that may issue securities (the "Securities. MetLife shall be the initial servicer. In no event shall Mortgagor be responsible for payment of any servicer’s fees"). Mortgagee may forward (on a confidential basis, except as required by law) to each investor in such Securities and/or to each purchaser, transferee, assignee, servicer, or participant of participant, investor in such Securities (collectively, the Loan, (each, an “"Investor”"), any prospective Investor or any Rating Agency rating or assigning value to such Securities, all documents and information which Mortgagee now has or may hereafter acquire relating to the Secured Indebtedness and to Mortgagor, any SPE Entity, Mortgagor or any Liable Parties and the Property, whether furnished by Mortgagor, the Liable Party or otherwise, as Mortgagee determines necessary or desirable. Mortgagee shall not sell, transfer or assign an interest in the Loan to any Investor participant unless and until such Investor participant shall have delivered to Mortgagor such evidence as Mortgagor may reasonably request to evidence such Investor participant's exemption from the withholding of any tax imposed by an applicable jurisdiction in connection with the payment of interest and other sums due to it under the Loan, Loan and the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement. If Mortgagee or any Investor holding a direct interest in the Loan with respect to such Investor’s interest in the Loan issues mortgage pass‑through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan with a trust that may issue Securities, Mortgagee or such Investor, as applicable, shall send notice to Mortgagor and to each other Investor holding a direct interest in the Loan.

PARTICIPATION AND SALE OF LOAN. (a) Mortgagee may Beneficiary may, sell, transfer or assign all or any portion of its entire interest or one or more participation interests (including, without limitation, participation interests) in the Loan and the Loan Documents, the Unsecured Indemnity Agreement and the Guaranty, Documents at any time and from time to time, includingprovided, without limitationhowever, its rights and obligations as Beneficiary remains the master servicer of the Loan and Loan. Beneficiary may issue mortgage pass‑through certificates or other securities evidencing a beneficial interest in one or more rated or unrated public offering(s) or private placement(s), including depositing the Loan with a trust or trusts that may issue Securities. MetLife shall be the initial servicer. In no event shall Mortgagor be responsible for payment of any servicer’s fees. Mortgagee may forward (on a confidential basis, except as required by law) to each investor in such Securities and/or to each purchaser, transferee, assignee, servicer, or participant of the Loan, (each, an “Investor”), any prospective Investor or any Rating Agency rating or assigning value to such Securities, all documents and information which Mortgagee now has or may hereafter acquire relating to the Secured Indebtedness and to Mortgagor, any SPE Entity, or any Liable Parties and the Property, whether furnished by Mortgagor, Liable Party or otherwise, as Mortgagee determines necessary or desirable. Mortgagee shall not sell, transfer or assign an interest in the Loan to any Investor unless and until such Investor shall have delivered to Mortgagor such evidence as Mortgagor may reasonably request to evidence such Investor exemption from the withholding of any tax imposed by an applicable jurisdiction in connection with the payment of interest and other sums due to it under the Loan, the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement. If Mortgagee or any Investor holding a direct interest in the Loan with respect to such Investor’s interest in the Loan issues mortgage pass‑through pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan Documents with a trust that may issue securities (the “Securities”); provided, Mortgagee however Beneficiary shall retain its servicing rights in the event of an issuance of Securities (such issuance of Securities is referred to as a “Securitization”). Beneficiary shall use commercially reasonable efforts to provide Trustor thirty (30) days advance notice of any securitization. Beneficiary may forward to each purchaser, transferee, assignee, servicer, participant, investor in such Securities (collectively, the “Investor”) or any Rating Agency rating such Securities and each prospective Investor, as applicable, shall send notice all documents and information which Beneficiary now has or may hereafter acquire relating to Mortgagor the Secured Indebtedness and to each other Investor holding a direct interest in Trustor or any Liable Party and the LoanProperty, whether furnished by Trustor, any Liable Party or otherwise, as Beneficiary determines necessary or desirable. Beneficiary agrees to use commercially reasonable to maintain the confidentiality of any financial information with respect to Trustor and/or Liable Party which Trustor advises Beneficiary is confidential and not publicly available at the time it is provided to Beneficiary; provided however such obligation to maintain the confidentiality of such financial information with respect to Trustor, and/or Liable Party shall terminate if and when, through no fault of Beneficiary, the information ceases to be confidential.

PARTICIPATION AND SALE OF LOAN. (a) Mortgagee may sell, transfer or assign its entire interest or one or more interests (including, without limitation, participation interests) in the Loan and the Loan Documents, the Unsecured Indemnity Agreement and the GuarantyLender may, at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan and may issue mortgage pass‑through certificates or other securities evidencing a beneficial interest in one or more rated or unrated public offering(s) or private placement(s), including depositing the Loan with a trust or trusts that may issue Securities. MetLife shall be the initial servicer. In no event shall Mortgagor be responsible for payment of any servicer’s fees. Mortgagee may forward (on a confidential basis, except as required by law) to each investor in such Securities and/or to each purchaser, transferee, assignee, servicer, or participant of the Loan, (each, an “Investor”), any prospective Investor or any Rating Agency rating or assigning value to such Securities, all documents and information which Mortgagee now has or may hereafter acquire relating to the Secured Indebtedness and to Mortgagor, any SPE Entity, or any Liable Parties and the Property, whether furnished by Mortgagor, Liable Party or otherwise, as Mortgagee determines necessary or desirable. Mortgagee shall not sell, transfer or assign an interest all or any portion of the Loan, and its servicing rights with respect to the Loan, grant one or more participation interests in the Loan to any Investor unless and until such Investor shall have delivered to Mortgagor such evidence as Mortgagor may reasonably request to evidence such Investor exemption from the withholding of any tax imposed by an applicable jurisdiction in connection with the payment of interest and other sums due to it under the Loan, the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement. If Mortgagee or any Investor holding a direct interest in the Loan with respect to such Investor’s interest in the Loan issues Lender may issue mortgage pass‑through Table of Contents pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan Documents with a trust that may issue securities (the “Securities”) (such issuance of Securities is referred to as a “Securitization”). Lender shall use commercially reasonable efforts to provide Borrower thirty (30) days advance notice of any securitization. Lender may forward to each purchaser, Mortgagee transferee, assignee, servicer, participant, investor in such Securities (collectively, the “Investor”) or any Rating Agency rating such Securities and each prospective Investor, as applicable, shall send notice all documents and information which Lender now has or may hereafter acquire relating to Mortgagor the Secured Indebtedness and to each other Investor holding a direct interest in Borrower or any Liable Party and the LoanProperty, whether furnished by Borrower, any Liable Party or otherwise, as Lender determines necessary or desirable. Lender agrees to use commercially reasonable efforts to maintain the confidentiality of any financial information with respect to Borrower and/or Liable Party which Borrower advises Lender is confidential and not publicly available at the time it is provided to Lender; provided however such obligation to maintain the confidentiality of such financial information with respect to Borrower, and/or Liable Party shall terminate if and when, through no fault of Lender, the information ceases to be confidential.