Common use of Securitisation Clause in Contracts

Securitisation. 14.1 The Borrower(s) expressly recognizes and accepts that VWFPL shall be absolutely entitled to, and has full power and authority to sell, assign or otherwise transfer in any manner whatsoever, in whole or in part, and in such manner and on such terms as VWFPL may decide (including if deemed appropriate by VWFPL reserving a right to VWFPL to retain its power to proceed against the Borrower(s) on behalf of the purchaser, assignee or transferee) any or all outstandings and dues of the Borrower(s), to any third party of VWFPL choice without any further reference or intimation or notice to the Borrower(s), and without seeking any consent of the Borrower(s). Any such action and any such sale, assignment or transfer shall bind the Borrower(s) to accept such third party as creditor exclusively or as a joint creditor with VWFPL or any other person, as the case may be. Any costs in this behalf, whether on account of such sale, assignment or transfer or enforcement of rights and recovery of outstandings and dues, shall be to the account of the Borrower(s). The Borrower(s) shall not assign this Agreement or any of the rights, duties or obligations of the Borrower(s) hereunder, except with prior written consent of VWFPL. 14.2 Without prejudice to the aforesaid provisions of Clause 14.1, VWFPL may (at its sole discretion), without notice to the Borrower(s), share the credit risk of the whole or a part of the Loan or Borrower(s) Dues with any other person by way of participation. Notwithstanding such participation, all rights, title, interests, special status, and other benefits and privileges enjoyed or conferred upon or held by VWFPL under this Agreement and the other Transaction Documents shall remain valid, effective and enforceable by VWFPL on the same terms and conditions and the Borrower(s) shall continue to discharge in full all its obligations under this Agreement and the other Transaction Documents to VWFPL. 14.3 Any cost in this behalf, whether on account of such sale, assignment, transfer, or enforcement of rights and recovery of outstanding dues shall be to the account of the Borrower(s).

Securitisation. 14.1 The Borrower(s) expressly recognizes and accepts that VWFPL shall be absolutely entitled to, and has full power and authority If a Lender determines at any time to sell, transfer or assign all or otherwise transfer part of its interest in the Loan and/or any manner whatsoever, in whole or in part, and in such manner and on such terms as VWFPL may decide (including if deemed appropriate by VWFPL reserving a right to VWFPL to retain its power to proceed against the Borrower(s) on behalf of the purchaser, assignee or transferee) Finance Documents and any or all outstandings servicing rights with respect thereto, or to grant participation therein (the "PARTICIPATIONS") or issue other securities (such sale and/or issuance, the "SECURITISATION") evidencing a beneficial interest in a rated or unrated public offering or private placement (the "SECURITIES"), the Lender may forward to each purchaser, transferee, assignee, servicer, participant, investor or their respective successors in such Participations and/or Securities (collectively, the "INVESTOR") or any rating agency rating such Securities and dues each prospective Investor, all documents and information which the Lender now has or may hereafter acquire relating to the Loan, the Borrower, the Shareholders, the Subordinated Creditors and the Property (including, without limitation, all financial statements), which shall have been furnished by the Borrower as the Lender determines reasonably necessary or desirable. The Borrower shall and shall procure that the Shareholders shall in all cases at the cost of the Borrower(s)Arranger cooperate with the Lender in connection with any Securitisation or Participation or any such Securities created and, to upon the Lender's reasonable request and cost, meet with any third party rating agency for due diligence purposes. The Borrower shall and shall procure that the Shareholders shall in all cases at the cost of VWFPL choice without any further reference or intimation or notice the Arranger furnish and shall consent to the Borrower(s)Lender furnishing to such Investors or such prospective Investors or any rating agency any and all information concerning the Properties, and without seeking any consent the Occupational Leases, the Headleases and/or the financial condition of the Borrower(s). Any such action and Borrower, the Shareholders or the Subordinated Creditors as may be reasonably requested by the Lender, any such sale, assignment or transfer shall bind the Borrower(s) to accept such third party as creditor exclusively or as a joint creditor with VWFPL 90 Investor or any other personprospective Investor or rating agency in connection with any Securitisation or Participation. The Borrower shall and shall procure that the Shareholders shall in all cases at the cost of the Arranger (a) cooperate with the Lender in making any necessary reasonable modification to the Finance Documents that the Lender proposes in connection with such Securitisation provided that such modifications are not material and do not relate to the fees or overall amount of interest payable in respect of the Facility and (b) enter into such further documentation or agreements (including but not limited to further Finance Documents, intercreditor agreements, priority arrangements or transfers) in connection with such Securitisation as the case Lender may be. Any costs reasonably request Provided Always for the avoidance of doubt the Lender will not change by virtue of this clause the Termination Date or the percentages set out in this behalf, whether on account of such sale, assignment or transfer or enforcement of rights and recovery of outstandings and dues, shall be to the account of the Borrower(s). The Borrower(s) shall not assign this Agreement or any of the rights, duties or obligations of the Borrower(s) hereunder, except with prior written consent of VWFPLRepayment Schedule. 14.2 Without prejudice to the aforesaid provisions of Clause 14.1, VWFPL may (at its sole discretion), without notice to the Borrower(s), share the credit risk of the whole or a part of the Loan or Borrower(s) Dues with any other person by way of participation. Notwithstanding such participation, all rights, title, interests, special status, and other benefits and privileges enjoyed or conferred upon or held by VWFPL under this Agreement and the other Transaction Documents shall remain valid, effective and enforceable by VWFPL on the same terms and conditions and the Borrower(s) shall continue to discharge in full all its obligations under this Agreement and the other Transaction Documents to VWFPL. 14.3 Any cost in this behalf, whether on account of such sale, assignment, transfer, or enforcement of rights and recovery of outstanding dues shall be to the account of the Borrower(s).

Securitisation. 14.1 The Borrower(s) expressly recognizes and accepts that VWFPL shall be absolutely entitled to, and has full power and authority If a Lender determines at any time to sell, transfer or assign all or otherwise transfer part of its interest in the Loan and/or any manner whatsoever, in whole or in part, and in such manner and on such terms as VWFPL may decide (including if deemed appropriate by VWFPL reserving a right to VWFPL to retain its power to proceed against the Borrower(s) on behalf of the purchaser, assignee or transferee) Finance Documents and any or all outstandings servicing rights with respect thereto, or to grant participation therein (the "PARTICIPATIONS") or issue other securities (such sale and/or issuance, the "SECURITISATION") evidencing a beneficial interest in a rated or unrated public offering or private placement (the "SECURITIES"), the Lender may forward to each purchaser, transferee, assignee, servicer, participant, investor or their respective successors in such Participations and/or Securities (collectively, the "INVESTOR") or any rating agency rating such Securities and dues each prospective Investor, all documents and information which the Lender now has or may hereafter acquire relating to the Loan, the Borrower, the Shareholders, the Subordinated Creditors and the Property (including, without limitation, all financial statements), which shall have been furnished by the Borrower as the Lender determines reasonably necessary or desirable. The Borrower shall and shall procure that the Shareholders shall in all cases at the cost of the Borrower(s)Arranger cooperate with the Lender in connection with any Securitisation or Participation or any such Securities created and, to upon the Lender's reasonable request and cost, meet with any third party rating agency for due diligence purposes. The Borrower shall and shall procure that the Shareholders shall in all cases at the cost of VWFPL choice without any further reference or intimation or notice the Arranger furnish and shall consent to the Borrower(s)Lender furnishing to such Investors or such prospective Investors or any rating agency any and all information concerning the Properties, and without seeking any consent the Occupational Leases, the Headleases and/or the financial condition of the Borrower(s). Any such action and Borrower, the Shareholders or the Subordinated Creditors as may be reasonably requested by the Lender, any such sale, assignment or transfer shall bind the Borrower(s) to accept such third party as creditor exclusively or as a joint creditor with VWFPL Investor or any other personprospective Investor or rating agency in connection with any Securitisation or Participation. The Borrower shall and shall procure that the Shareholders shall in all cases at the cost of the Arranger (a) cooperate with the Lender in making any necessary reasonable modification to the Finance Documents that the Lender proposes in connection with such Securitisation provided that such modifications are not material and do not relate to the fees or overall amount of interest payable in respect of the Facility and (b) enter into such further documentation or agreements (including but not limited to further Finance Documents, intercreditor agreements, priority arrangements or transfers) in connection with such Securitisation as the case Lender may be. Any costs reasonably request Provided Always for the avoidance of doubt the Lender will not change by virtue of this clause the Termination Date or the percentages set out in this behalf, whether on account of such sale, assignment or transfer or enforcement of rights and recovery of outstandings and dues, shall be to the account of the Borrower(s). The Borrower(s) shall not assign this Agreement or any of the rights, duties or obligations of the Borrower(s) hereunder, except with prior written consent of VWFPLRepayment Schedule. 14.2 Without prejudice to the aforesaid provisions of Clause 14.1, VWFPL may (at its sole discretion), without notice to the Borrower(s), share the credit risk of the whole or a part of the Loan or Borrower(s) Dues with any other person by way of participation. Notwithstanding such participation, all rights, title, interests, special status, and other benefits and privileges enjoyed or conferred upon or held by VWFPL under this Agreement and the other Transaction Documents shall remain valid, effective and enforceable by VWFPL on the same terms and conditions and the Borrower(s) shall continue to discharge in full all its obligations under this Agreement and the other Transaction Documents to VWFPL. 14.3 Any cost in this behalf, whether on account of such sale, assignment, transfer, or enforcement of rights and recovery of outstanding dues shall be to the account of the Borrower(s).

Securitisation. 14.1 The Borrower(s) expressly recognizes and accepts that VWFPL shall be absolutely entitled to, and has full power and authority to sell, assign or otherwise transfer in any manner whatsoever, in whole or in part, and in such manner and on such terms as VWFPL may decide (including if deemed appropriate by VWFPL reserving a right to VWFPL to retain its power to proceed against the Borrower(s) on behalf of the purchaser, assignee or transferee) any or all outstandings outstanding and dues of the Borrower(s), to any third party of VWFPL choice without any further reference or intimation or notice to the Borrower(s), and without seeking any consent of the Borrower(s). Any such action and any such sale, assignment or transfer shall bind the Borrower(s) to accept such third party as creditor exclusively or as a joint creditor with VWFPL or any other person, as the case may be. Any costs in this behalf, whether on account of such sale, assignment or transfer or enforcement of rights and recovery of outstandings outstanding and dues, shall be to the account of the Borrower(s). The Borrower(s) shall not assign this Agreement or any of the rights, duties or obligations of the Borrower(s) hereunder, except with prior written consent of VWFPL. 14.2 Without prejudice to the aforesaid provisions of Clause 14.1, VWFPL may (at its sole discretion), without notice to the Borrower(s), share the credit risk of the whole or a part of the Loan or Borrower(s) Dues with any other person by way of participation. Notwithstanding such participation, all rights, title, interests, special status, and other benefits and privileges enjoyed or conferred upon or held by VWFPL under this Agreement and the other Transaction Documents shall remain valid, effective and enforceable by VWFPL on the same terms and conditions and the Borrower(s) shall continue to discharge in full all its obligations under this Agreement and the other Transaction Documents to VWFPL. 14.3 Any cost in this behalf, whether on account of such sale, assignment, transfer, or enforcement of rights and recovery of outstanding dues shall be to the account of the Borrower(s).