Sale of Loan. (a) Each Lender shall have the right (i) to sell or otherwise transfer the Loan or any portion thereof, (ii) to issue or sell one or more participation interests in the Loan, or (iii) to securitize the Loan or any portion thereof in a single asset securitization or one or more pooled loan securitizations, without the consent of Borrower or any other Person. (The transactions referred to in clauses (i), (ii) and (iii) are each hereinafter referred to as a “Secondary Market Transaction”. Any certificates, notes or other securities issued in connection with a Secondary Market Transaction are hereinafter referred to as “Securities”). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. Notwithstanding the foregoing, so long as no Event of Default exists, until such time as all Future Advances have been fully funded, the obligation to fund Future Advances may only be assigned to a Lender with a minimum net worth of at least $270,000,000.00, which Future Advances may be evidenced by a separate Note.
(b) If requested by Lender, Borrower shall reasonably and promptly assist and cooperate with Lender in satisfying the market standards to which Lender customarily adheres or which may be required in the marketplace, by prospective investors, applicable Legal Requirements and/or otherwise in the marketplace in connection with any Secondary Market Transactions, including to:
(i) (A) provide updated financial and other information with respect to the Property, the business operated at the Property, Borrower and the Manager (provided, that, Borrower shall not be required to provide any financial statements of Manager), (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each Tenant) relating to the Property, and (C) assist and cooperate with Lender’s procurement of updated appraisals, market studies, environmental reviews and reports (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of the Property (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender;
(ii) provide updates to the opinions of counsel delivered in connection with the Closing, which may be relied upon by Lender and its successors, assigns and participants, unde...
Sale of Loan. Lender, at any time and without the consent of any -------------- Borrower, Operator or Guarantor, may grant participations in or sell, transfer, assign and convey all or any portion of its right, title and interest in and to the Loan, this Agreement and the other Loan Documents, any guaranties given in connection with the Loan and any collateral given to secure the Loan.
Sale of Loan. Lender, at any time and without the consent of Borrower or the Principals, may grant participations in or sell, transfer, assign and convey all or any portion of its right, title and interest in and to the Loan, this Agreement and the other Loan Documents, any guaranties given in connection with the Loan and any collateral given to secure the Loan.
Sale of Loan. The Bank shall have the unrestricted right at any time or ------------ from time to time, and without Borrowers' or any Guarantor's consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each, an "Assignee"), and Borrowers and each Guarantor agree that they shall execute or cause to be executed such documents, including, without limitation, amendments to the Loan Agreement and to any other documents, instruments and agreements executed in connection herewith as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrowers shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Bank in connection with such assignments, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to the Agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. The Bank may furnish any information concerning the Borrowers to a prospective Assignee(s), provided that the Bank shall require such prospective Assignee to agree in writing to maintain the confidentiality of such information.
Sale of Loan. Lender, at any time and without the consent of Borrower or Indemnitor, may grant participation in or sell, transfer, assign and convey all or any portion of its right, title and interest in and to the Loan, the servicing of the Loan, this Agreement and the other Loan Documents, any guaranties given in connection with the Loan and any collateral given to secure the Loan. Borrower covenants to cooperate with Lender’s efforts in the securitization of the Loan; such cooperation includes Borrower’s obligation to (a) make non-material modifications of the Loan Documents (such modifications shall not (i) increase the amount of the Indebtedness, (ii) change the schedule and/or the amount of the monthly payment and (iii) change the Interest Rate), (b) provide additional information regarding Borrower’s financial statements, (c) deliver updated information regarding Borrower and the Property, (d) cooperate with any third parties, including, but not limited to, rating agencies and potential investors to facilitate the rating and securitization of the Loan, (e) review Lender’s securitization offering materials to the extent such materials relate to Borrower, the Property or the Loan and (f) respond to any inquiries of Lender or other party relating thereto. Borrower agrees to represent and warrant the absence of misstatements and/or omissions in the information relating to Borrower, the Property and the Loan that is contained in the offering materials and which has been furnished to or approved by Borrower. Borrower shall not be liable for Lender’s post-closing costs incurred pursuant to any securitization of the Loan by Lender.
Sale of Loan. Holder, at any time and without the consent of Maker, may grant participations in or sell, transfer, assign and convey all or any portion of its right, title and interest in and to the Loan, this Note, the Receivables Loan Agreement and the other Receivables Loan Documents, any guaranties given in connection with the Loan and any collateral given to secure the Loan. In the event Holder sells, transfers, conveys or assigns all of Holder's right, title and interest in this Note or the Loan, Holder shall give notice thereof to Maker and Holder shall thereupon be released from liability and obligations of the Lender hereunder and under all other transferred Loan Documents from and after the date of such transfer provided such transferee agrees to be bound by the obligations of Lender thereunder and provided such transferee is of equal or greater financial capacity than Holder. Notice to Maker shall not be required for any partial sale, transfer, assignment or conveyance of this Note.
Sale of Loan. Holder, at any time and without the consent of Maker, may grant participations in or sell, transfer, assign and convey all or any portion of its right, title and interest in and to the Loan, this Note, the Mortgage, the Loan Agreement and the other Loan Documents, any guaranties given in connection with the Loan and any collateral given to secure the Loan. In the event Holder sells, transfers, conveys or assigns all of Holder's right, title and interest in this Note or the Loan, Holder shall give notice thereof to Maker and Holder shall thereupon be released from liability and obligations of the Lender hereunder and under all other transferred Loan Documents from and after the date of such transfer provided such transferee agrees to be bound by the obligations of Lender thereunder and provided such transferee is of equal or greater financial capacity than Holder.
Sale of Loan. Holder, at any time and without the consent of Maker, may grant participations in or sell, transfer, assign and convey all or any portion of its right, title and interest in and to the Loan, this Note, the Mortgage and the other Loan Documents, any guaranties given in connection with the Loan and any collateral given to secure the Loan.
Sale of Loan. Notwithstanding anything to the contrary contained herein but subject to the exceptions listed below, so long as no Event of Default is then continuing, Lender shall not sell or assign its interest in the Loan without the prior written consent of ALC, which consent shall not be unreasonably withheld, conditioned or delayed. The immediately preceding sentence shall not apply to the following situations: (i) the sale (or repurchase) by Lender of any participation(s) in all or any part of its interest in the Loan, (ii) the sale or assignment of Lender's interest in the Loan (or any portion thereof) to any Person with assets of one billion dollars or more on a consolidated basis at the time of such transaction, (iii) the sale or assignment of Lender's interest in the Loan (or any portion thereof) to an affiliate of Lender, or (iv) the sale or assignment of Lender's interest in the Loan (or any portion thereof) if done in connection with the sale, assignment or other disposition of all or any substantial portion of Lender's portfolio of real estate or healthcare loans of a similar nature.
Sale of Loan. Subject to the terms of the Agreement, Holder, at any time and without the consent of Makers, may grant Participations in or sell, transfer, assign and convey all or any portion of its right, title and interest in and to the Loan, this Note, the Agreement and the other Loan Documents, any guaranties given in connection with the Loan and any Collateral given to secure the Loan. 55 61
