Secondary Market Transaction Sample Clauses
Secondary Market Transaction. Borrower acknowledges that Lender and its successors and assigns may (i) sell the Loan to one or more investors as a whole loan, (ii) participate the Loan to one or more investors, (iii) deposit the Loan with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, or (iv) otherwise sell the Loan or interests therein to investors (the transactions referred to in clauses (i) through (iv) above are hereinafter each referred to as a “Secondary Market Transaction”). Borrower shall cooperate with Lender in attempting to effect or effecting any such Secondary Market Transaction and shall cooperate in attempting to implement or implementing all requirements imposed by any Rating Agency involved in any Secondary Market Transaction, including but not limited to,
(i) providing Lender an estoppel certificate and such information, legal opinions and documents (including updated non-consolidation opinions) relating to Borrower, the Guarantor, the Member, the Mortgaged Property and any tenants of the Mortgaged Property as Lender or the Rating Agencies or other Interested Parties (as defined below), may reasonably request in connection with such Secondary Market Transaction, including, without limitation, updated financial information, appraisals, market studies, environmental reviews (Phase I’s and, if appropriate, Phase II’s), Mortgaged Property condition reports and other due diligence investigations together with appropriate verification of such updated information and reports through letters of auditors and consultants, as of the closing date of the Secondary Market Transaction,
(ii) amending the Loan Documents and Organizational Agreement of Borrower, updating and/or restating officer’s certificates, title insurance and other closing items, and providing updated representations and warranties in Loan Documents and such additional representations and warranties as may be required by Lender or the Rating Agencies, provided such amendment or update (1) shall not change any of the financial terms of the Loan or result in a material increase in the Borrower’s obligations or a material decrease in the Borrower’s rights and (2) with respect to any amendment of an Organizational Agreement, must have been required by the Rating Agencies,
(iii) participating in bank, investors and Rating Agencies’ meetings if requested by Lender,
(iv) upon Lender’s request, amending the Loan Documents (and updating and/or restating officer...
Secondary Market Transaction. The Borrower acknowledges that the Administrative Agent, on behalf of the Lenders, may effectuate a Secondary Market Transaction. The Borrower shall cooperate in good faith with the Administrative Agent and the Lenders in effecting any such Secondary Market Transaction; provided, however, that the Borrower shall not be required to modify any Loan Documents if such modification would (i) increase the interest rate payable under the Notes, (ii) shorten the period until the stated maturity of the Loan, (iii) modify the amortization of principal of the Loan, or (iv) modify any other material term of the Indebtedness. The Administrative Agent, on behalf of the Lenders, shall be permitted to share all information provided in connection with the Loan with the investors, investment banking firms, accounting firms, law firms, and other third-party firms involved with the Loan Documents or the applicable Secondary Market Transaction.
Secondary Market Transaction. Borrower agrees that, subject to the terms of this Section 10, Lender has the absolute right to securitize, syndicate, grant participations in, or otherwise Transfer all or any portion of the Loan (each such transaction, a “Securitization”). Lender may determine to Transfer some or all of the Loan or retain title to some or all of the Loan as part of a Securitization. Borrower further agrees that Lender may delegate any or all of Lender’s rights, powers and privileges to a servicer (“Servicer”) and Borrower shall, upon written notice from Lender, recognize the Servicer as the agent of Lender. Borrower shall, upon request from Lender, from time to time, reasonably cooperate, and Borrower shall cause any other Loan Party to reasonably cooperate in all reasonable respects in connection with a Securitization at Lender’s sole cost and expense. Such cooperation may, in Lender’s discretion, include documentation changes, changes in Organizational Documents of the Borrower (and, if such consent is required, only with the Senior Lender’s consent, the Property Owners, and Intervening Entities), changes in Payment Dates, Interest Periods, site inspections, preparation and delivery of financial information or other diligence requested by Lender provided that no such amendments or documents shall (1) increase any of the obligations, or reduce any of the rights, of Borrower or any Loan Party under the Loan Documents, (2) increase any costs or expenses payable by Borrower or any Loan Party under the Loan Documents or (3) reduce any of the obligations, or increase any of the rights, of Lender under the Loan Documents. Such cooperation may include, in Lender’s discretion, execution of one or more promissory notes and the creation of Liens securing such notes of differing priority so long as the principal amount, weighted average interest rate, payment terms and other monetary terms of the Loan do not, in the aggregate
Secondary Market Transaction. 11 SHURGARD........................................................................................................11
Secondary Market Transaction. The provisions of Article IX of the Senior Loan Agreement and all the related definitions in the Senior Loan Agreement (other than the definitions of those terms that are otherwise expressly defined herein), are hereby incorporated herein by reference as if fully set forth herein as of the date hereof, subject to modifications required by Section 1.2 hereof.
Secondary Market Transaction. Section 11.1. Secondary Market Transaction; Cooperation
Secondary Market Transaction. The term is defined in Section 10.8.
Secondary Market Transaction. 5.1 The Purchaser shall have the right at any time and from time to time to securitize its Subordinated Notes or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities secured by or evidencing ownership interests in the Subordinated Notes (each such securitization is referred to herein as a “Secondary Market Transaction”). In connection with any such Secondary Market Transaction, the Company shall, at the Company’s expense, cooperate with the Purchaser and otherwise reasonably assist the Purchaser in satisfying the market standards to which Purchaser customarily adheres or which may be reasonably required in the marketplace or by applicable rating agencies in connection with any such Secondary Market Transaction. Subject to any written confidentiality obligation, all information regarding the Company may be furnished, without liability except in the case of gross negligence or willful misconduct, to any the Purchaser and to any Person reasonably deemed necessary by Purchaser in connection with participation in such Secondary Market Transaction. All documents, financial statements, appraisals and other data relevant to the Company or the Subordinated Notes may be retained by any such Person, subject to the terms of any applicable confidentiality agreements.
Secondary Market Transaction. Borrower agrees that Lender has the absolute right to securitize, syndicate, grant participations in, or otherwise transfer all or any portion of the Loan (each such transaction, a "SECURITIZATION"). Lender may determine to transfer some or all of the Loan or retain title to some or all of the Loan as part of a Securitization. Borrower further agrees that Lender may delegate any or all of Lender's rights, powers and privileges to a servicer ("SERVICER") and Borrower shall, upon notice from Lender, recognize the Servicer as the agent of Lender. Borrower will not be required to incur more than DE MINIMIS expenses or costs pursuant to this Section 10.1, except to the extent Borrower is otherwise obligated under the Loan Documents to pay such costs and expenses.
Secondary Market Transaction. 137 Section 9.1 Sale of Loan ............................................................................................ 137 Section 9.2 [Reserved] ............................................................................................... 139 Section 9.3 Servicing.................................................................................................. 139 Section 9.4 Register.................................................................................................... 139 Section 9.5 Severance Documentation ....................................................................... 140 Section 9.6 Secondary Market Transaction Expenses ............................................... 142 X. DEFAULTS .................................................................................................................... 142 Section 10.1 Event of Default ...................................................................................... 142 Section 10.2 Remedies ................................................................................................. 147 Section 10.3