Sale of Note and Securitization. (a) Borrower acknowledges and agrees that Lender may sell, assign and/or syndicate all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public offerings of rated single-or multi-class securities (securities sold in any offering, 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 include the Loan and the Loan Documents (any such securitizations, offering which involves the issuance of Securities, which offering may include a sale, syndication or participation of all or a portion of the Loan, a “Securitization”). At the request of Lender, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall use commercially reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Xxxxxx, in each case 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 sale, syndication, participation or Securitization. Lender shall have the right to provide to prospective investors and the Rating Agencies any information in its possession, including, without limitation, financial statements relating to Borrower, any Master Tenant, Sole Member, Guarantor, the Properties, any Master Lease and any Tenant of the Improvements. Borrower acknowledges that certain information regarding the Loan and the parties thereto, any Master Tenant, Sole Member, Guarantor, the Properties, any Master Lease and any Tenant of the Improvements may be included in the Disclosure Documents. Xxxxxxxx agrees that Borrower, each Master Tenant, Sole Member, Guarantor and their respective officers and representatives, shall, at Xxxxxx’s request, cooperate with Xxxxxx’s efforts to arrange for a sale, syndication, participation or Securitization in accordance with the market standards to which Lender customarily adheres and/or which may be reasonably required by prospective investors and/or required by the Rating Agencies in connection with any such Securitization, including, without limitation, to:
Appears in 2 contracts
Samples: Loan Agreement (Lineage, Inc.), Loan Agreement (Lineage, Inc.)
Sale of Note and Securitization. (a) Borrower acknowledges and agrees that Lender may sell, assign and/or syndicate all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public offerings of rated single-or multi-class securities (securities sold in any offering, 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 include the Loan and the Loan Documents (any such securitizations, offering which involves the issuance of Securities, which offering may include a sale, syndication or participation of all or a portion of the Loan, a “Securitization”). At the request of LenderBeneficiary and, and to the extent not already required to be provided by or on behalf of Borrower Grantor under this AgreementMortgage, Borrower Grantor shall use commercially reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Xxxxxx, in each case in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or requirements of the Rating Agencies in connection with either (x) the sale of the Notes or participation therein or (y) 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 Mortgage, including: (i) subject to the terms of the Operating Agreements, provide such financial and other information with respect to the Property, Grantor and its Affiliates, the Manager (to the extent available) and any saleTenants (to the extent available) of the Properties, syndication(ii) provide business plans and budgets relating to the Properties and (iii) permit such site inspection, participation 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 Properties, as may be reasonably requested by Beneficiary or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization (the "Provided Information"); provided, however, that no General Partner nor any constituent partner of Grantor nor any principal, Affiliate of Grantor or any other related Person shall be required to make any representations, warranties or covenants in connection with the Securitization. Lender , nor shall have such Persons be liable for any representations, warranties or covenants made by Grantor and; further provided, that any such environmental reviews and reports and engineering reports shall be performed by reputable engineers that are licensed to practice in Tennessee and approved by Grantor; (ii) cause counsel to render opinions of (x) with respect to the right Properties and Grantor, a 10b-5 Opinion, which counsel and opinions shall be reasonably satisfactory to provide to prospective investors Beneficiary and the Rating Agencies any information in its possession, including, without limitation, financial statements relating to Borrower, any Master Tenant, Sole Member, GuarantorAgencies; for the purposes hereof, the Properties"10b-5 Opinion" shall mean an opinion or other written assurance of counsel reasonably acceptable to Beneficiary regarding the absence of any misstatement of a material fact, any Master Lease and any Tenant or the omission to state a material fact in the Disclosure Document provided by Grantor to Beneficiary in connection with the origination of the Improvements. Borrower acknowledges that certain information regarding the Loan and (y) a non- consolidation opinion in substantially the parties thereto, any Master Tenant, Sole Member, Guarantor, same form as such opinion delivered on the Properties, any Master Lease and any Tenant Closing Date. The 10b-5 Opinion shall be delivered within fifteen (15) Business Days of the Improvements may be included in request therefor made by the holder of the Notes; provided that the final draft of the Disclosure DocumentsDocument (as hereinafter defined) has been received by Grantor prior to the commencement of such fifteen (15) Business Day period. Xxxxxxxx agrees that Borrower, each Master Tenant, Sole Member, Guarantor and their respective officers and representatives, shall, at Xxxxxx’s request, cooperate with Xxxxxx’s efforts to arrange for a sale, syndication, participation or Securitization in accordance with the market standards to which Lender customarily adheres and/or which may be reasonably required by prospective investors and/or required by the Rating Agencies in connection with any such Securitization, including, without limitation, to:108
Appears in 1 contract
Samples: Indenture of Mortgage (CBL & Associates Properties Inc)
Sale of Note and Securitization. (a) Borrower acknowledges and agrees that Lender may sell, assign and/or syndicate sell all or any portion of the Loan and the Loan Documents, or require Borrower to restructure the Loan into multiple notes (which may include component notes and/or senior and junior notes) (“Multiple 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 a mezzanine loan to the owners of the equity interests in Borrower, secured by a pledge of such interests, or consummate one or more private or public offerings -77- securitizations of rated single-single or multi-class securities (securities sold in any offering, 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 include the Loan and the Loan Documents (any such sales, participations and/or securitizations, offering which involves the issuance of Securities, which offering may include a sale, syndication or participation of all or a portion of the Loancollectively, a “Securitization”), provided that (i) the weighted average interest rate of the Loan and the Mezzanine Loan following any such reallocation or modification shall not be changed from the weighted average interest rate in effect immediately preceding such reallocation or modification, (ii) the principal balances of each of the Loan and the Mezzanine Loan following any such reallocation or modification shall equal the amount of the Outstanding Principal Balance of the Loan immediately prior to such reallocation or modification, and (iii) any other material term set forth in this Agreement or the other Loan Documents shall not be adversely affected. At the request of Lender, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall use commercially reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Xxxxxx, in each case 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 sale, syndication, participation or Securitization. Lender shall have the right to provide to prospective investors and the Rating Agencies any information in its possession, including, without limitation, financial statements relating to Borrower, any Master Tenant, Sole Member, Guarantor, the Properties, any Master Lease and any Tenant of the Improvements. Borrower acknowledges that certain information regarding the Loan and the parties thereto, any Master Tenant, Sole Member, Guarantor, the Properties, any Master Lease and any Tenant of the Improvements may be included in the Disclosure Documents. Xxxxxxxx agrees that Borrower, each Master Tenant, Sole Member, Guarantor and their respective officers and representatives, shall, at Xxxxxx’s request, cooperate with Xxxxxx’s efforts to arrange for a sale, syndication, participation or Securitization in accordance with the market standards to which Lender customarily adheres and/or which may be reasonably required by prospective investors and/or required by the Rating Agencies in connection with any such Securitization, including, without limitation, including to:
Appears in 1 contract
Sale of Note and Securitization. (a) Borrower acknowledges and agrees that Lender may sell, assign and/or syndicate sell all or any portion of the Loan and the Loan Documents, or require Borrower to restructure the Loan into multiple notes (which may include component notes and/or senior and junior notes) (“Multiple 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 a mezzanine loan to the owners of the equity interests in Borrower, secured by a pledge of such interests, or consummate one or more private or public offerings securitizations of rated single-single or multi-class securities (securities sold in any offering, 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 include the Loan and the Loan Documents (any such sales, participations and/or securitizations, offering which involves the issuance of Securities, which offering may include a sale, syndication or participation of all or a portion of the Loancollectively, a “Securitization”), provided that (i) the weighted average interest rate of the Loan and the Mezzanine Loan following any such reallocation or modification shall not be changed from the weighted average interest rate in effect immediately preceding such reallocation or modification, (ii) the principal balances of each of the Loan and the Mezzanine Loan following any such reallocation or modification shall equal the amount of the Outstanding Principal Balance of the Loan immediately prior to such reallocation or modification, and (iii) any other material term set forth in this Agreement or the other Loan Documents shall not be adversely affected. At the request of Lender, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall use commercially reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Xxxxxx, in each case 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 sale, syndication, participation or Securitization. Lender shall have the right to provide to prospective investors and the Rating Agencies any information in its possession, including, without limitation, financial statements relating to Borrower, any Master Tenant, Sole Member, Guarantor, the Properties, any Master Lease and any Tenant of the Improvements. Borrower acknowledges that certain information regarding the Loan and the parties thereto, any Master Tenant, Sole Member, Guarantor, the Properties, any Master Lease and any Tenant of the Improvements may be included in the Disclosure Documents. Xxxxxxxx agrees that Borrower, each Master Tenant, Sole Member, Guarantor and their respective officers and representatives, shall, at Xxxxxx’s request, cooperate with Xxxxxx’s efforts to arrange for a sale, syndication, participation or Securitization in accordance with the market standards to which Lender customarily adheres and/or which may be reasonably required by prospective investors and/or required by the Rating Agencies in connection with any such Securitization, including, without limitation, including to:
Appears in 1 contract
