Common use of Sale of Loan Clause in Contracts

Sale of Loan. 9.1.1 Pursuant and subject to Section 11.25 hereof, a Lender shall have the right to (a) without the consent of Borrower, sell, finance or otherwise transfer the Loan (which shall include the aggregate funded and unfunded Commitment with respect to the Loan) or any portion thereof; provided, however, that, so long as no Event of Default is then existing, if the transferee of the Loan (or portion thereof) is not an Eligible Assignee, then Borrower’s consent shall be required with respect to any such sale, financing or other transfer of the Loan or any portion thereof, (b) issue or sell one or more participation interests in the Loan, or (c) issue mortgage pass–through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement secured by or evidencing ownership interests in the Note and the Mortgage; provided, however, that, so long as no Event of Default is then existing, Borrower’s consent shall be required with respect to any such securitization (which consent shall not be unreasonably withheld, conditioned or delayed) ((a), (b) and (c), collectively, “Secondary Market Transactions”). With respect to any approval of Borrower required under this Section 9.1.1, if Borrower fails to respond to a written request from Administrative Agent to Borrower for Borrower’s approval within ten (10) Business Days following Administrative Agent’s delivery of the materials required with respect thereto, Administrative Agent shall deliver a second notice to Borrower stating in bold uppercase letters at the top of such request “FINAL NOTICE -- TIME SENSITIVE RESPONSE REQUIRED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT, OR DEEMED APPROVAL WILL OCCUR” and if Borrower fails to respond to such second submission within such additional five (5) Business Day period, then such approval shall be deemed to have been given by Borrower. Notwithstanding anything to the contrary contained herein, without the need to comply with any formal or procedural requirements of this Agreement or any of the Loan Documents, notwithstanding any other provision set forth in this Agreement or any of the other Loan Documents, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement and any other Loan Document (including, without limitation, the advances owing to it) in favor of (i) any Federal Reserve Bank, any Federal Home Loan Bank or the central reserve bank or similar authority of any other country to secure any obligation of Lender to such bank or similar authority (a “Central Bank Pledge”) or (ii) the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued by a German mortgage bank, or any other Person permitted to issue covered mortgage bonds, under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, on any substitute or successor legislation (a “Pfandbrief Pledge”). In the event that the interest of any Lender that is assigned in connection with a Central Bank Pledge or Pfandbrief Pledge is foreclosed upon and transferred to the pledge thereof, such Lender shall have no further liability hereunder with respect to the interest that was the subject of such transfer and the assignee shall be such Lender with respect to such interest. Each Lender shall not be required to notify Borrower of any Central Bank Pledge or Pfandbrief Pledge.

Sale of Loan. 9.1.1 Pursuant and subject to Section 11.25 hereof, a Lender The Purchaser shall have the unrestricted right to (a) without the consent of Borrower, sell, finance or otherwise transfer the Loan (which shall include the aggregate funded and unfunded Commitment with respect to the Loan) or any portion thereof; provided, however, that, so long as no Event of Default is then existing, if the transferee of the Loan (or portion thereof) is not an Eligible Assignee, then Borrower’s consent shall be required with respect to any such sale, financing or other transfer of the Loan or any portion thereof, (b) issue or sell one or more participation interests in the Loan, or (c) issue mortgage pass–through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement secured by or evidencing ownership interests in the Note and the Mortgage; provided, however, that, so long as no Event of Default is then existing, Borrower’s consent shall be required with respect to any such securitization (which consent shall not be unreasonably withheld, conditioned or delayed) ((a), (b) and (c), collectively, “Secondary Market Transactions”). With respect to any approval of Borrower required under this Section 9.1.1, if Borrower fails to respond to a written request from Administrative Agent to Borrower for Borrower’s approval within ten (10) Business Days following Administrative Agent’s delivery of the materials required with respect thereto, Administrative Agent shall deliver a second notice to Borrower stating in bold uppercase letters at the top of such request “FINAL NOTICE -- TIME SENSITIVE RESPONSE REQUIRED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT, OR DEEMED APPROVAL WILL OCCUR” and if Borrower fails to respond to such second submission within such additional five (5) Business Day period, then such approval shall be deemed to have been given by Borrower. Notwithstanding anything to the contrary contained herein, without the need to comply with any formal or procedural requirements of this Agreement or any of the Loan Documents, notwithstanding any other provision set forth in this Agreement or any of the other Loan Documents, any Lender may at any time create a security interest in or from time to time, and without Borrower's consent, to assign all or any portion of its rights under this Agreement and any obligations hereunder to one or more banks or other Loan Document financial institutions (each, an "Assignee"), and Borrower agrees that it shall execute or cause to be executed such documents, including, without limitation, amendments to the advances owing Agreement and to it) any other documents, instruments and agreements executed in favor connection herewith as Purchaser shall deem necessary to effect the foregoing. In addition, at the request of (i) Purchaser and any Federal Reserve Banksuch Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any Federal Home Loan Bank or such Assignee and, if Purchaser has retained any of its rights and obligations hereunder following such assignment, to Purchaser, which new promissory notes shall be issued in replacement of, but not in discharge of, the central reserve bank or similar authority liability evidenced by the promissory note held by Purchaser prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Purchaser after giving effect to such assignment. Simultaneously with the issuance and delivery by Borrower of any other country such new promissory notes, Purchaser shall deliver to secure Borrower any obligation previously issued note or notes marked as "cancelled". Upon the execution and delivery of Lender to such bank or similar authority (a “Central Bank Pledge”) or (ii) the trusteeappropriate assignment documentation, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued by a German mortgage bank, or amendments and any other Person permitted to issue covered mortgage bonds, under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, on any substitute or successor legislation (a “Pfandbrief Pledge”). In the event that the interest of any Lender that is assigned documentation required by Purchaser in connection with such assignments, and the payment by Assignee of the purchase price agreed to by Purchaser and such Assignee, such Assignee shall be a Central Bank Pledge or Pfandbrief Pledge is foreclosed upon and transferred party to the pledge thereof, such Lender Agreement and shall have no further liability all of the rights and obligations of Purchaser hereunder with respect (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the interest extent that was such rights and obligations have been assigned by Purchaser pursuant to the subject assignment documentation between Purchaser and such Assignee, and Purchaser shall be released from its obligations hereunder and thereunder to a corresponding extent. The Purchaser may furnish any information concerning the Borrower to a prospective Assignee(s), provided that the Purchaser shall require such prospective Assignee to agree in writing to maintain the confidentiality of such transfer and information. Purchaser agrees that prior to any sale of the assignee Loan pursuant to this Section, Purchaser shall be provide the Authority with notice of its intent to enter into such Lender with respect to such interest. Each Lender shall not be required to notify Borrower of any Central Bank Pledge or Pfandbrief Pledgesale, as well as the terms thereof.

Sale of Loan. 9.1.1 Pursuant and subject to Section 11.25 hereofSimultaneously with the payment of the Purchase Price by the Purchaser on the Closing Date, a Lender shall have the right to (a) without the consent of Borrower, Seller will irrevocably sell, finance or otherwise assign, transfer and convey to the Purchaser on the Closing Date, and the Purchaser will purchase, assume and accept on the Closing Date, all rights, title, interests and obligations of the Seller, as of the Closing Date, in, to and under the Loan, the Loan Documents, all existing collateral for the Loan, including the Collateral (which shall include as defined by the aggregate funded Loan Agreement, all of the Seller’s rights and unfunded Commitment obligations as the “Agent” and a “Lender” (or similar defined term) under the Loan Agreement and the other Loan Documents and any other documents or instruments delivered pursuant thereto to the extent related to, to the extent permitted by applicable law, all suits, claims, causes of action and any other right of the Seller against any Person, whether known or unknown, arising under or with respect to the Loan) Loan Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or otherwise based on or related to any portion thereof; provided, however, that, so long as no Event of Default is then existing, if the transferee of the Loan (foregoing, including, but not limited to, contract claims, statutory claims, tort claims, malpractice claims and all other claims at law or portion thereof) is not an Eligible Assignee, then Borrower’s consent shall be required in equity with respect to the rights and obligations sold and assigned pursuant to this Agreement and all future claims against any such sale, financing Borrower or other transfer persons liable for the repayment of the Loan or any portion thereof, (b) issue or sell one or more participation interests in the performance of the Borrower’s obligations under the Loan, or (c) issue mortgage pass–through certificates or other securities evidencing a beneficial including, without limitation, any guarantor, and in connection therewith, the Seller shall execute and deliver to the Purchaser such documents as may be required to transfer all of Seller’s interest in a rated or unrated public offering or private placement secured by or evidencing ownership interests in the Note and the Mortgage; provided, however, that, so long as no Event of Default is then existing, Borrower’s consent shall be required with respect to any such securitization (which consent shall not be unreasonably withheld, conditioned or delayed) ((a), (b) and (c), collectively, “Secondary Market Transactions”). With respect to any approval of Borrower required under this Section 9.1.1, if Borrower fails to respond to a written request from Administrative Agent to Borrower for Borrower’s approval within ten (10) Business Days following Administrative Agent’s delivery of the materials required with respect thereto, Administrative Agent shall deliver a second notice to Borrower stating in bold uppercase letters at the top of such request “FINAL NOTICE -- TIME SENSITIVE RESPONSE REQUIRED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT, OR DEEMED APPROVAL WILL OCCUR” and if Borrower fails to respond to such second submission within such additional five (5) Business Day period, then such approval shall be deemed to have been given by Borrower. Notwithstanding anything to the contrary contained herein, without the need to comply with any formal or procedural requirements of this Agreement or any of the Loan Documentsto Purchaser, notwithstanding any other provision set forth in this Agreement or any of the other Loan Documents, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement and any other Loan Document (including, without limitation, the advances owing to it) Closing Documents listed in favor of (i) any Federal Reserve BankSection 2.02 below. It is understood and agreed that Purchaser is not assuming, and will not be liable for, any Federal Home Loan Bank liabilities or the central reserve bank obligations or similar authority actions or inactions of any other country to secure any obligation of Lender to such bank or similar authority (a “Central Bank Pledge”) or (ii) the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued by a German mortgage bank, or any other Person permitted to issue covered mortgage bonds, under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, on any substitute or successor legislation (a “Pfandbrief Pledge”). In the event that the interest of any Lender that is assigned in connection with a Central Bank Pledge or Pfandbrief Pledge is foreclosed upon and transferred to the pledge thereof, such Lender shall have no further liability hereunder Seller with respect to the interest that was the subject of such transfer and the assignee shall be such Lender any Loan or Loan Document with respect to such interest. Each Lender shall not be required any period of time prior to notify Borrower of any Central Bank Pledge or Pfandbrief Pledgethe Closing Date.

Sale of Loan. 9.1.1 Pursuant and subject to Section 11.25 hereof, a Lender shall have the right to (a) without the consent of Borrower, sell, finance or otherwise transfer the Loan (which shall include the aggregate funded and unfunded Commitment with respect to the Loan) or any portion thereof; provided, however, that, so long as no Event of Default is then existing, if the transferee of the Loan (or portion thereof) is not an Eligible Assignee, then Borrower’s consent shall be required with respect to any such sale, financing or other transfer of the Loan or any portion thereof, (b) issue or sell one or more participation interests in the Loan, or (c) issue mortgage pass–– through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement secured by or evidencing ownership interests in the Note and the Mortgage; provided, however, that, so long as no Event of Default is then existing, BorrowerXxxxxxxx’s consent shall be required with respect to any such securitization (which consent shall not be unreasonably withheld, conditioned or delayed) ((a), (b) and (c), collectively, “Secondary Market Transactions”). With respect to any approval of Borrower required under this Section 9.1.1, if Borrower fails to respond to a written request from Administrative Agent to Borrower for Borrower’s approval within ten (10) Business Days following Administrative Agent’s delivery of the materials required with respect thereto, Administrative Agent shall deliver a second notice to Borrower stating in bold uppercase letters at the top of such request “FINAL NOTICE -- TIME SENSITIVE RESPONSE REQUIRED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT, OR DEEMED APPROVAL WILL OCCUR” and if Borrower fails to respond to such second submission within such additional five (5) Business Day period, then such approval shall be deemed to have been given by Borrower. Notwithstanding anything to the contrary contained herein, without the need to comply with any formal or procedural requirements of this Agreement or any of the Loan Documents, notwithstanding any other provision set forth in this Agreement or any of the other Loan Documents, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement and any other Loan Document (including, without limitation, the advances owing to it) in favor of (i) any Federal Reserve Bank, any Federal Home Loan Bank or the central reserve bank or similar authority of any other country to secure any obligation of Lender to such bank or similar authority (a “Central Bank Pledge”) or (ii) the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued by a German mortgage bank, or any other Person permitted to issue covered mortgage bonds, under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, on any substitute or successor legislation (a “Pfandbrief Pledge”). In the event that the interest of any Lender that is assigned in connection with a Central Bank Pledge or Pfandbrief Pledge is foreclosed upon and transferred to the pledge thereof, such Lender shall have no further liability hereunder with respect to the interest that was the subject of such transfer and the assignee shall be such Lender with respect to such interest. Each Lender shall not be required to notify Borrower of any Central Bank Pledge or Pfandbrief Pledge.. -138- 9.1.2 If requested by a Lender, Borrower shall reasonably cooperate at no cost or expense to Borrower, except as set forth in Section 9.6, with such Lender in satisfying the market standards to which such Lender customarily adheres or which may be reasonably required in the marketplace in connection with any Secondary Market Transactions, including, without limitation, to: (a) (i) provide updated financial and other information with respect to the Property, Borrower, Guarantor or Manager, including any information reasonably required to permit any (proposed) Lender to comply with applicable Anti-Money Laundering Laws, (ii) provide updated budgets relating to the Property, and (iii) provide 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 (collectively, the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to such Lender; (b) provide opinions of counsel, which may be relied upon by Administrative Agent such Xxxxxx and their respective successors, assigns and Participants customary in Secondary Market Transactions with respect to the Property, Borrower, Guarantor and Manager and their respective Affiliates, which counsel and opinions shall be reasonably satisfactory to such Lender; (c) provide updated, as of the closing date of the Secondary Market Transaction, representations and warranties made in the Loan Documents (other than those made as of a specific date or modified as disclosed to such Lender) to the extent applicable; (d) execute amendments to the Loan Documents and Borrower’s organizational documents and such other documents reasonably requested by such Lender, including, without limitation, those documents required pursuant to Section 9.5 below; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (i) change the stated maturity or the amortization of principal as set forth herein or in the Note, (ii) change the interest rate in a manner that would cause the weighted average of the interest rates for all components immediately after the effective date of such modification to be different than the interest rate of the original Note immediately prior to such modification (it being agreed that Borrower shall not be subject to any “rate creep” in connection with this Section 9.1.2, except that prepayments or repayments of the Outstanding Principal Balance after the occurrence of an Event of Default and/or the application of Net Proceeds pursuant hereto may be applied to the components of the Note sequentially, starting with the most senior component, and, as a result thereof, the weighted average interest rate payable under the Loan may change), (iii) alter the rights or increase the obligations or liabilities of Borrower or Guarantor under the Loan Documents in any non de minimis respect, (iv) subject to Section 9.5, modify or amend any other economic or other material term of the Loan in a manner that is detrimental to Borrower, or (v) require any additional collateral or the pledge of any interest in Borrower or any Affiliate; and (e) at any Lender’s request upon at least two (2) Business Days’ prior notice and during business hours, make such representatives of Borrower requested by such Lender available to meet with any to investors or prospective investors in any potential Secondary Market Transaction at Borrower’s offices;