Sale of Notes and Securitization. Borrower acknowledges and agrees that the Lender may sell 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 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 include 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 Borrower under this Agreement, Borrower 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, without limitation, to:
(a) provide or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies;
(b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies;
(c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies;
(d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any o...
Sale of Notes and Securitization. Borrower acknowledges that Lender and its successors and assigns shall have the right to do any and all of the following: (i) sell this Security Instrument, the Note and other Loan Documents to one or more investors as a whole loan, (ii) participate the Loan secured by this Security Instrument to one or more investors, (iii) deposit this Security Instrument, the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, (iv) otherwise sell the Loan or interest therein to investors, or (v) cause the Note, this Security Instrument and the other Loan Documents to be split into two or more notes, parts or interests, in whatever proportion Lender deems appropriate, which may be in the form of pari passu interests, senior and junior interests, or other interests, and thereafter to sell, assign, participate, syndicate or securitize all or any part of either or both of such severed or split obligations and documents (the transactions referred to in clauses (i) through (v) are hereinafter each referred to as “Secondary Market Transaction” or “Securitization”, and any securities secured by or evidencing ownership interests in the Note and this Security Instrument or otherwise issued in connection with a Secondary Market Transaction may be referred to as “Securities”). Borrower shall cooperate with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all requirements imposed by any Rating Agency involved in any Secondary Market Transaction. Without limitation, at the request of Lender Borrower shall:
Sale of Notes and Securitization. 20.%2.%3.%4. Borrower acknowledges and agrees that Lender may sell 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 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 include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”).
Sale of Notes and Securitization. At the request of Lender and, to the extent not already required to be provided by Borrower or Maryland Loan Guarantor under this Agreement, Borrower and Maryland Loan Guarantor shall use reasonable efforts to cooperate with Lender and the Rating Agencies in connection with the sale of one or more of the Notes or a participation interest therein as part of the 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 applicable Note or Notes and this Agreement, including using reasonable efforts to cooperate with Lender and the Rating Agencies in connection with the actions set forth in clauses (a) through (d) below, but Borrower shall not, in connection with a Securitization, be required to incur, suffer or accept (except to a de minimis extent)) (i) any greater obligations or liabilities than as currently set forth in the Loan Documents or (ii) any cost or expense.
Sale of Notes and Securitization. At the request of the holder of the Note and, to the extent not already required to be provided by Borrower under this Agreement, Borrower shall cooperate with Lender to allow Lender to satisfy the market standards to which the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the sale of the Note or participations therein or the first successful securitization (such sale and/or securitization, the "Securitization") of rated single or multi
Sale of Notes 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 one or more of the Notes or a participation interest 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 applicable Note or Notes and this Agreement, including using reasonable efforts to do (or cause to be done) the following, at Borrower’s sole cost and expense (subject in the case of Lender’s Securitization costs and expenses to Section 14.5), but (i) Borrower shall not be required to incur, suffer or accept (except to a de minimis extent)) any lesser rights or greater obligations or potential liabilities than as currently set forth in the Loan Documents except, after an Event of Default, 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, (ii) Borrower shall not have to provide Regulation S-X compliant financials or auditors consents, and (iii) nothing contained in this Section 14.1. shall result in any economic change or other material adverse change in the transaction contemplated by the Security Instrument or the Loan Documents (unless Borrower is made whole by the holder of Notes) or result in any operational changes that are unduly burdensome to the Property or Borrower.
Sale of Notes and Securitization. Securitization Costs. 84
Sale of Notes and Securitization. 117 Section 9.2 Disclosure. .................................................................................................119 Section 9.3 Exculpation. ..............................................................................................121
Sale of Notes and Securitization. The first line of Section 9.1.1(b) is hereby modified by inserting “it does not result in the incurrence of any additional liability on the part of the Borrower and” between “extent” and “not”. The 13th line of Section 9.1.1(b) is hereby modified by inserting “reasonable” between “Lender’s” and “request” and by deleting
Sale of Notes and Securitization. Securitization Costs. 83 Intentionally Omitted. 83 Exculpation. 83
