Common use of SECONDARY MARKET TRANSACTIONS GENERALLY Clause in Contracts

SECONDARY MARKET TRANSACTIONS GENERALLY. Lender shall have the right to engage in one or more Secondary Market Transactions with respect to the Loan, and to structure and restructure all or any part of the Loan, including without limitation in multiple tranches, as a wraparound loan, or for inclusion in a REMIC or other Securitization. Without limitation, Lender shall have the right, at Lender's sole cost (other than each Borrower's internal costs and expenses and the costs and expenses of the Borrowers' counsel), to cause the Note and any Mortgage to be split into a first and a second mortgage loan, or into one or more loans evidenced by multiple notes and secured by multiple mortgages and/or by ownership interests in any of the Borrowers in whatever proportion Lender determines, and thereafter to engage in Secondary Market Transactions with respect to all or any part of the indebtedness and loan documentation. Each of the Borrower Parties acknowledge that it is the intention of the parties that all or a portion of the Loan will be securitized and that all or a portion of the Loan will be rated by one or more Rating Agencies. Each of the Borrower Parties further acknowledge that additional structural modifications may be required to satisfy issues raised by any Rating Agencies. As used herein, "SECONDARY MARKET TRANSACTION" means any of (i) the sale, assignment, or other transfer of all or any portion of the Obligations or the Loan Documents or any interest therein to one or more investors, (ii) the sale, assignment, or other transfer of one or more participation interests in the Obligations or Loan Documents to one or more investors, (iii) the transfer or deposit of all or any portion of the Obligations or Loan Documents to or with one or more trusts or other entities which may sell certificates or other instruments to investors evidencing an ownership interest in the assets of such trust or the right to receive income or proceeds therefrom or (iv) any other Securitization backed in whole or in part by the Loan or any interest therein.

SECONDARY MARKET TRANSACTIONS GENERALLY. Lender Noteholder shall have the right to engage in one or more Secondary Market Transactions with respect to the LoanTransactions, and to structure and restructure all or any part of the Loan, including without limitation in multiple tranches, as a wraparound loanloans, or for inclusion in a REMIC or other Securitization. Without limitation, Lender shall have the right, at Lender's sole cost (other than each Borrower's internal costs and expenses and the costs and expenses of the Borrowers' counsel), right to cause the Note and any the Mortgage to be split into a first and a second mortgage loan, or into a one or more loans evidenced by multiple notes and secured by multiple mortgages and/or and by ownership the equity pledges and other security interests included in any of the Borrowers Collateral on the date hereof, in whatever proportion Lender determines, and thereafter to engage in Secondary Market Transactions with respect to all or any part of the indebtedness and loan documentation. Each of the Borrower Parties and Lessee acknowledge that it is the intention of the parties that all or a portion of the Loan will be securitized and that all or a portion of the Loan will be rated by one or more Rating Agencies. Each Subject to the provisions of the Section 9.12, Borrower Parties and Lessee further acknowledge that additional structural modifications may be required to satisfy issues raised by any one or more Rating Agencies. As used herein, "SECONDARY MARKET TRANSACTION" means any of (i) the sale, assignment, or other transfer of all or any portion of the Loan Obligations or the Loan Transaction Documents or any interest therein to one or more investors, (ii) the sale, assignment, or other transfer of one or more participation interests in the Loan Obligations or Loan Transaction Documents to one or more investors, or (iii) the transfer or deposit of all or any portion of the Loan Obligations or Loan and Surety Documents to or with one or more trusts or other entities which may sell certificates or other instruments to investors evidencing an ownership interest in the assets of such trust or the right to receive income or proceeds therefrom or (iv) any other Securitization backed in whole or in part by the Loan or any interest thereintherefrom.

SECONDARY MARKET TRANSACTIONS GENERALLY. Lender shall have the right to engage in one or more Secondary Market Transactions with respect to the Loan, and to structure and restructure all or any part of the Loan, including without limitation in multiple tranches, as a wraparound loan, or for inclusion in a REMIC or other Securitization. Without limitation, Lender shall have the right, at Lender's sole cost (other than each Borrower's internal costs and expenses and the costs and expenses of the Borrowers' counsel), to cause the Note and any Mortgage to be split into a first and a second mortgage loan, or into one or more loans evidenced by multiple notes and secured by multiple mortgages and/or by ownership interests in any of the Borrowers in whatever proportion Lender determines, and thereafter to engage in Secondary Market Transactions with respect to all or any part of the indebtedness and loan documentation. Each of the Borrower Parties acknowledge that it is the intention of the parties that all or a portion of the Loan will be securitized and that all or a portion of the Loan will be rated by one or more Rating Agencies. Each of the Borrower Parties further acknowledge that additional structural modifications may be required to satisfy issues raised by any Rating Agencies. As used herein, "SECONDARY MARKET TRANSACTION" means any of (i) the sale, assignment, or other transfer of all or any portion of the Obligations or the Loan Documents or any interest therein to one or more investors, (ii) the sale, assignment, or other transfer of one or more participation interests in the Obligations or Loan Documents to one or more investors, (iii) the transfer or deposit of all or any portion of the Obligations or Loan Documents to or with one or more trusts or other entities which may sell certificates or other instruments to investors evidencing an ownership interest in the assets of such trust or the right to receive income or proceeds therefrom or (iv) any other Securitization backed in whole or in part by the Loan or any interest therein.................. 91

SECONDARY MARKET TRANSACTIONS GENERALLY. Lender shall have the right to engage in one or more Secondary Market Transactions with respect to the LoanTransactions, and to structure and restructure all or any part of the Loan, including without limitation in multiple tranches, as a wraparound loan, or for inclusion in a REMIC or other Securitizationsecuritization. Without limitation, Lender shall have the right, at Lender's sole cost (other than each Borrower's internal costs and expenses and the costs and expenses of the Borrowers' counsel)in any structuring or restructuring, to cause the Note and any Mortgage the Mortgages to be split into a first and a second priority mortgage loan, or into one or more loans evidenced by multiple notes and secured by multiple mortgages and/or by ownership interests in any of and the Borrowers Collateral in whatever priority and proportion Lender determines, and thereafter thereafter, if Lender so elects, to engage in Secondary Market Transactions with respect to all or any part of the indebtedness and loan documentation. Each of the Borrower The Parties acknowledge that it is the intention of the parties Parties that all or a portion of the Loan will may be securitized and that all or a portion of the Loan will securities issued in connection therewith may be rated by one or more Rating Agencies. Each of the Borrower The Parties further acknowledge that additional structural modifications may be required to satisfy issues raised by any one or more Rating Agencies. As used herein, "SECONDARY MARKET TRANSACTIONSecondary Market Transaction" means means, subject to compliance with the limitations set forth in clause (b) below, any of (i) the sale, assignment, pledge or other transfer of all or any portion of the Loan Obligations or the Loan Documents and Insurance Documents or any interest therein to or for the benefit of one or more investors, (ii) the sale, assignment, pledge or other transfer of one or more participation interests in the Loan Obligations or Loan Documents and Insurance Documents to one or more investors, or (iii) the transfer or transfer, deposit and/or pledge of all or any portion of the Loan Obligations or Loan Documents and Insurance Documents to or with one or more trusts or other entities which may sell certificates issue certificates, notes, bonds or other instruments to investors evidencing (for purposes of this Section, "Securities") that evidence an ownership interest in in, or are secured by, the assets of such trust or the right to receive income or proceeds therefrom or (iv) any other Securitization backed in whole or in part by the Loan or any interest thereintherefrom.