Sale of Loan/Participation. Lender, at any time and without the consent of Borrower or any Borrower Party, 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 and any collateral given to secure the Loan. Lender shall have the right (but shall be under no obligation) to make available to any party for the purpose of granting participations in or selling, transferring, assigning or conveying all or any part of the Loan (including any governmental agency or authority and any prospective bidder at any foreclosure sale of any Project) any and all information which Lender may have with respect to the Projects, Borrower and any Borrower Party, whether provided by Borrower, any Borrower Party or any third party, or obtained as a result of any environmental assessments. Borrower and each Borrower Party agrees that Lender shall have no liability whatsoever as a result of delivering any such information to any third party, and Borrower and the other Borrower Parties, on behalf of themselves and their successors and assigns, hereby release and discharge Leader from any and all liabilities, claims, damages, or causes of action arising out of, connected with or incidental to the delivery of any such information to any third party.
Sale of Loan/Participation. Lender may sell, transfer or assign all or any portion of its interest or one or more participation interests in the Loan, the Loan Documents, the Guaranty and the Environmental Indemnity at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan. Lender may forward to each purchaser, transferee, assignee, servicer, participant, investor in the Loan (collectively, the “Investor”) and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to the Loan and to Borrower, or TRS Entity or any Guarantor and the Property, whether furnished by Borrower, TRS Entity, any Guarantor or otherwise, as Lender determines necessary or desirable. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right to divide the Loan into two or more tranches which may be evidenced by two or more notes, which notes may be pari passu or senior/subordinate, provided that (i) the aggregate principal amount of the notes immediately following such division shall equal the outstanding principal balance of the Loan and (ii) the weighted average interest rate of the Loan immediately following such division shall equal the interest rate which was applicable to the Loan immediately prior to such division. Borrower and TRS Entity shall, at Lender’s sole cost, cooperate with reasonable requests of Lender in order to divide the Loan and shall execute and deliver such documents as shall reasonably be required by Lender in connection therewith, including, without limitation, new notes to replace the original Note, all in form and substance reasonably satisfactory to Lender, provided that such documents shall contain terms, provisions and clauses (x) no less favorable to Borrower than those contained herein and in the Note, and (y) which do not increase Borrower’s obligations hereunder or decrease Borrower’s rights under the Loan Documents.
Sale of Loan/Participation. Lender may sell, transfer or assign all or any portion of its interest or one or more participation interests in the Loan, the Loan Documents, the Guaranty, if any, and the Environmental Indemnity at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan. Lender may issue 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 Documents, the Guaranty, if any, and the Environmental Indemnity with a trust that may issue securities (the “Securities”). Lender may forward to each purchaser, transferee, assignee, servicer, participant, investor in the Loan or in the Securities (collectively, the “Investor”) or any Rating Agency rating such Securities and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to the Loan and to Borrower, any Liable Party and the Property, whether furnished by Borrower, any Liable Party or otherwise, as Lender determines necessary or desirable.
Sale of Loan/Participation. Lender or Agent, at any time and without the consent of Borrowers or any Principal, 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. Agent and Lender shall have the right (but shall be under no obligation) to make available to any party for the purpose of granting participations in or selling, transferring, assigning or conveying all or any part of the Loan (including any governmental agency or authority and any prospective bidder at any foreclosure sale of any Project) any and all information which Agent or Lender may have with respect to the Projects and Borrowers, whether provided by Borrowers, any Loan Party or any third party or obtained as a result of any environmental assessments. Each Borrower and each Loan Party agrees that Agent and Lender shall have no liability whatsoever as a result of delivering any such information to any third party, and Borrowers and the other Loan Parties, on behalf of themselves and their successors and assigns, hereby release and discharge Agent and Lender from any and all liability, claims, damages, or causes of action, arising out of, connected with or incidental to the delivery of any such information to any third party.
Sale of Loan/Participation. Lender or Agent, at any time and without the consent of Borrower, Guarantor, or Master Tenant 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. Subject to the limitations of applicable Laws, including, but not limited to, Laws governing the rights of the residents of the Project and the confidentiality of the records of those residents, Agent and Lender shall have the right (but shall be under no obligation) to make available to any party for the purpose of granting participations in or selling, transferring, assigning or conveying all or any part of the Loan (including any governmental agency or authority and any prospective bidder at any foreclosure sale of the Project) any and all information which Agent or Lender may have with respect to the Project and Borrower, whether provided by Borrower, Guarantor or any third party or obtained as a result of any environmental assessments. Borrower, Master Tenant and Guarantor agree that, absent gross negligence or willful misconduct, Agent and Lender shall have no liability whatsoever as a result of delivering any such information to any third party, and Borrower, Guarantor and Master Tenant, on behalf of themselves and their successors and assigns, hereby release and discharge Agent and Lender from any and all liability, claims, damages, or causes of action, arising out of, connected with or incidental to the delivery of any such information to any third party absent gross negligence or willful misconduct.
Sale of Loan/Participation. Lender or Agent, at any time and without the consent of Borrower or any other Loan Party, 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. Agent and Lender shall have the right (but shall be under no obligation) to
Sale of Loan/Participation. Lender may sell, transfer or assign all or any portion of its interest or one or more participation interests in the Loan, the Loan Documents, the Guaranty, if any, and the Environmental Indemnity at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan. Lender may issue 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 Documents, the Guaranty, if any, and the Environmental Indemnity with a trust that may issue securities (the “Securities”). Lender may forward to each purchaser, transferee, assignee, servicer, participant, or investor in the Loan or in the Securities (collectively, the “Investor”) or any prospective Investor or any Rating Agency rating the Securities, all documents and information which Lender now has or may hereafter acquire relating to the Loan, Borrower, any Liable Party and the Property, whether furnished by Borrower, any Liable Party or otherwise, as Lender determines necessary or desirable. Borrower and Liable Party, if any, shall provide an estoppel certificate or any other documents to the Investor or the Rating Agency as may be reasonably requested by Lender. Borrower shall not be liable for any costs incurred by Lender or by any Investor in connection with any transfer of all or any portion of the Loan, transfer of servicing rights or grant of participations. Notwithstanding the foregoing, for so long as GEPT holds, directly or indirectly, an equity interest of 10% or more in Borrower, Lender shall not sell, syndicate, participate or otherwise transfer any interest in the Loan to State Street Bank & Trust Company or any wholly owned subsidiary thereof.
Sale of Loan/Participation. (a) Lender may, at any time and from time to time: (i) sell, transfer or assign one or more participation interests in the Loan and the Loan Documents, as well as the Guaranty and Environmental Indemnity, (ii) sell, assign or transfer its rights and obligations as servicer of the Loan, and/or (iii) sell, transfer or assign all or any portion of its interest in the Loan and the Loan Documents, as well as the Guaranty and Environmental Indemnity. Lender may issue 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 Documents, as well as the Guaranty and Environmental Indemnity, with a trust that may issue securities (any of the securities referred to in this sentence maybe referred to as the “Securities”). The foregoing transactions may be referred to herein as “Secondary Market Transactions”. Lender may forward to each purchaser, transferee, assignee, servicer, participant, investor in such Securities (collectively, the “Investor”) and any Rating Agency rating or assigning value to such Securities and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to the Debt and to Borrower or Guarantor and/or the Property, whether furnished by any Borrower, any Guarantor or otherwise, as Lender determines necessary or desirable. Lender shall use reasonable efforts to request that such Investors and prospective Investors treat such documents and information as confidential; provided, however, Lender shall incur no liability for failure to do so or for such Investors’ or prospective Investors’ failure to comply. Borrower shall not have any obligation to incur any more than a de minimis cost or expense in connection with any securitization or other transfer of the Loan.
Sale of Loan/Participation. Lender, at any time and without the consent of Borrower or the Company, may grant participations in or sell, transfer, assign and convey all or any portion of Lender's 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. Subject to the provisions of Section 12.25 below, Lender shall have the right (but shall be under no obligation) to make available to any party for the purpose of granting participations in or selling, transferring, assigning or conveying all or any part of the Loan (including any governmental agency or authority and any prospective bidder at any foreclosure sale of a Project) any and all information which Lender may have with respect to the Project and Borrower, whether provided by Borrower, any Borrower Party or any third party or obtained as a result of any environmental assessments. Subject to the provisions of Section 12.25 below, Borrower and each Borrower Party agrees that Lender shall have no liability whatsoever as a result of delivering any such information to any third party, and Borrower and the other Borrower Parties, on behalf of themselves and their successors and assigns, hereby release and discharge Lender from any and all liability, claims, damages, or causes of action, arising out of, connected with or incidental to the delivery of any such information to any third party.
Sale of Loan/Participation. (a) At no cost to any Loan Party, any Lender may, upon at least five (5) Business Days prior written notice to the Administrative Agent, and without the consent of any Loan Party (except as otherwise contemplated in the definition of Permitted Assignee), assign to one or more Permitted Assignees any of its rights, title, obligations and interests under this Agreement; provided, however, that any purported assignment by a Lender to a Permitted Assignee or any other Person that is not (i) a Lender or (ii) an Affiliate of such Lender will require the prior written consent of the Administrative Agent (which such consent shall not be unreasonably withheld). No consent of Borrower shall be required for any assignment by a Lender (regardless of whether or not such assignee is a Permitted Assignee) if an Event of Default has occurred and is continuing. Each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, and the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and after receiving an acceptance from the Administrative Agent, to the Calculation Agent, for recording in the Lender Record, an Assignment and Acceptance, together with a processing and recordation fee of $2,500.
