Sale of Note and Securitization. At the request of the Lender and, to the extent not already required to be provided by Borrower under this Instrument, Borrower shall use reasonable efforts to satisfy the market standards to which the Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transaction of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note and this Instrument, including, without limitation, to:
(a) (i) provide such financial and other information with respect to the Mortgaged Property, the Borrower and the Property Manager, (ii) perform or permit or cause to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and reports (Phase I’s and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the Mortgaged Property, as may be reasonably requested by the Lender or the Rating Agencies or as may be necessary or appropriate in connection with the Secondary Market Transaction, and (iii) make such representations and warranties as of the closing date of the Secondary Market Transaction with respect to the Mortgaged Property, Borrower and the Loan Documents as are customarily provided in securitization transactions and as may be reasonably requested by the Lender or by the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents (collectively, the “Provided Information”), together, if customary, with appropriate verification and/or consents of the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to the Lender and to the Rating Agencies;
(b) at Borrower’s expense, cause its counsel to render opinions, which may be relied upon by the Lender, the Rating Agencies and their respective counsel, agents and representatives, as to nonconsolidation, fraudulent conveyance, and true sale or any other opinion customary in securitization transactions with respect to the Mortgaged Property and Borrower and its Affiliates, which counsel and opinions shall be reasonably satisfactory to the Lender and to the Rating Agencies;
(c) execute such amendments to the Loan Documents and organizational documents, establish and fund the Replacement Reserve Fund (as defined in the...
Sale of Note and Securitization. At the request of Lender and, to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts to satisfy the market standards which may be reasonably required in the marketplace or by the Rating Agencies in connection with the sale of the Note or participation therein as part of the first successful securitization (such sale and/or securitization, the “Securitization”) of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note and this Agreement, including using reasonable efforts to do (or cause to be done) the following (but Borrower shall not in any event be required to incur, suffer or accept (except to a de minimis extent))
(i) any lesser rights or greater obligations or liability than as currently set forth in the Loan Documents and (ii) except as set forth in this Article XIV and other than payment by Borrower of any legal fees of Borrower and Guarantor, any expense or any liability:
Sale of Note and Securitization. (a) Borrowers acknowledge and agree that Lender may sell all or any portion of the Loan and the Loan Documents, or require Borrowers to restructure the Loan into multiple notes (which may include component notes and/or senior and junior notes) and/or issue one or more participations therein, which restructuring may include reallocation of principal amounts of the Loan or the restructuring of a portion of the Loan into one or more mezzanine loans to the direct or indirect owners of equity interests in either Borrower, secured by a pledge of such interests, or consummate one or more private or public securitizations of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that includes the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lender, and to the extent not already required to be provided by Borrowers under this Agreement, Borrowers shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization, including to: 92 Section 9.2 Securitization Indemnification 94 Section 9.3 Intentionally Omitted 97
Sale of Note and Securitization. At the request of Lender and, to the extent not already required to be provided by Borrowers and Operating Lessees under this Agreement, Borrowers or Operating Lessees shall use reasonable efforts to satisfy the market standards which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note and this Agreement, including using reasonable efforts to do (or cause to be done) the following (but Borrowers and Operating Lessees will not in any event be required to incur, suffer or accept (except to a de minimis extent)
(i) any lesser rights or greater obligations than as currently set forth in the Loan Documents and (ii) except as set forth in Section 12.13, or Article XIII, any expense or any liability:
Sale of Note and Securitization. At the request of Lender and, to the extent not already required to be provided by Borrower under this Agreement, Borrower shall, at its sole expense, cooperate fully and in good faith in a prompt and timely manner with the efforts of the holders of the Note to structure and document the Loan and to arrange for the issuance and sale of the Notes on such terms as the holders of the Notes may determine to be reasonably necessary or desirable and to satisfy the market standards which may be reasonably required in the marketplace or by the Rating Agencies, the SEC, the underwriters and/or placement agents 128 for any of the Notes, any accountants, due diligence firms, trustees, servicers or other service providers engaged in connection with a Securitization, counsel to any such persons, and such other persons as may be designated by the holder of the Notes from time to time in connection with the sale of the Notes or participation therein as part of the first successful securitization (such sale and/or securitization, the SECURITIZATION) of rated single or multi-class securities (the SECURITIES) secured by or evidencing ownership interests in the Notes and this Agreement, including, without limitation, to do (or cause to be done) the following (but Borrower shall not in any event be required to incur, suffer or accept (except to a de minimis extent)) any lesser rights or greater obligations or liability than as currently set forth in the Loan Documents (except any increase in the weighted average interest rate of the Notes that may result after certain prepayments of the Loan have been made and applied in accordance with the terms hereof):
Sale of Note and Securitization. At the request of Lender and, to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts to satisfy the market standards which may be reasonably required in the marketplace or by the Rating Agencies in connection with the sale of the Note or participation therein as part of the first successful securitization (such sale and/ or securitization, the Securitization) of rated single or multi-class securities (the Securities) secured by or evidencing ownership interests in the Note and this Agreement, including using reasonable efforts to do (or cause to be done) the following (but Borrower will not in any event be required to enter into an amendment that does not satisfy the Amendment Conditions)):
Sale of Note and Securitization. At the request of Lender and, to the extent not already required to be provided by Borrowers under this Agreement, Borrowers shall use reasonable efforts to satisfy the market standards which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Mezzanine Loan Securitization of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in the Note and this Agreement, including using reasonable efforts to do (or cause to be done) the following (but Borrowers will not in any event be required to incur, suffer or accept (except to a de minimis extent)
(i) any lesser rights or greater obligations than as currently set forth in the Loan Documents and (ii) except as set forth in Section 12.13, any expense or any liability:
Sale of Note and Securitization. Borrower acknowledges and agrees that Original Lender sold the Loan and the Loan Documents, and issued one or more participations therein, and consummated a private securitization of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”).
Sale of Note and Securitization. Borrower acknowledges that Lender may elect to sell this Note and the Other Senior Notes or participation therein or cause this Note to be included in a securitization (such sale and/or securitization, the "SECURITIZATION") of rated single or multi-class securities (the "SECURITIES") secured by or evidencing ownership interests in this Note, the Other Senior Notes, the Security Instrument and the Other Senior Security Instruments.
Sale of Note and Securitization. At the request of Lender or any Rating Agency and at the sole expense of the holder of the Note, to the extent not already required to be provided by Borrower under this Agreement, Borrower shall do the following in connection with the sale of the Note or participation therein as part of the first successful securitization (such sale and/or securitization, the SECURITIZATION) of rated single or multi-class securities (the SECURITIES) secured by or evidencing ownership interests in the Note and this Agreement, including using reasonable efforts to do (or cause to be done) the following (but Borrower will not in any event be required to incur, suffer or accept (except to a de minimis extent)
(i) any lesser rights or greater obligations than as currently set forth in the Loan Documents and (ii) except as set forth in this Article XIV, any expense or any liability:
