Common use of Sale of Notes and Securitization Clause in Contracts

Sale of Notes and Securitization. Borrower acknowledges and agrees that each Lender may sell all or any portion of its Note and its interest in the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated or unrated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of its Note and its interest in the Loan Documents or a pool of assets that include its Note and interest in the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). Borrower agrees, upon the request of one or more Initial Lenders, to use commercially reasonable efforts to assist such Initial Lender in connection with one Assisted Securitization (per Initial Lender) with respect to each such Initial Lender and, in connection therewith, shall use commercially reasonable efforts to provide information not in the possession of each such requesting Initial Lender or which may be reasonably required by each such requesting Initial Lender in order to satisfy the market standards to which such Initial Lender customarily adheres or which may be reasonably required by prospective purchasers, investors and/or the Rating Agencies in connection with any such Assisted Securitization, or which are required to comply with any applicable securities laws (provided that, notwithstanding anything to the contrary herein, nothing contained in this Section 9.9 shall contravene or diminish Borrower’s obligation to provide all information and other items otherwise required to be provided under any other provision of this Agreement), including, without limitation, to:

Sale of Notes and Securitization. Borrower acknowledges (a) Borrowers acknowledge and agrees agree that each Lender may sell all or any portion of its Note the Loan and its interest in the Loan Documents, or require Borrowers 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 one or more mezzanine loans to the owners of the direct and/or indirect equity interests in either Borrower, secured by a pledge of such interests, or consummate one or more private or public securitizations of rated or unrated single- single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of its Note the Loan and its interest in the Loan Documents or a pool of assets that include its Note includes the Loan and interest in the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). Borrower agrees, upon At the request of one or more Initial LendersLender, and to use commercially reasonable efforts the extent not already required to assist such Initial Lender in connection with one Assisted Securitization (per Initial Lender) with respect to each such Initial Lender andbe provided by Borrowers under this Agreement, in connection therewith, Borrowers shall use commercially reasonable efforts to provide information not in the possession of each such requesting Initial Lender or which may be reasonably required by each such requesting Initial Lender in order to satisfy the market standards to which such Initial Lender customarily adheres or which may be reasonably required by prospective purchasers, investors and/or the Rating Agencies in connection with any such Assisted Securitization, or which are required to comply with any applicable securities laws (provided that, notwithstanding anything to the contrary herein, nothing contained in this Section 9.9 shall contravene or diminish Borrower’s obligation to provide all information and other items otherwise required to be provided under any other provision of this Agreement), including, without limitation, including to:

Sale of Notes and Securitization. Borrower acknowledges Lender may, at any time, sell, transfer or assign the Note, this Agreement, the Pledge Agreement and agrees that each Lender may sell all or any portion of its Note and its interest in the other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue one mortgage pass-through certificates or more participations therein, or consummate one or more private or public securitizations of rated or unrated single- or multi-class other securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of its Note and its a beneficial interest in the Loan Documents a rated or unrated public offering or private placement (a pool of assets that include its Note and interest in the Loan Documents “Securitization”) (such sales, participations and/or securitizationsSecuritizations, collectively, a “SecuritizationSecondary Market Transaction”). Notwithstanding the foregoing, Lender shall endeavor, but shall have no obligation, to provide Borrower agreeswith ten (10) days prior notice of any Secondary Market Transaction for which Provided Information is, upon or is expected to be, requested and provide Borrower with the type of Secondary Market Transaction that is occurring, or is expected to occur. At the request of one or more Initial Lendersthe holder of the Note and, to the extent not already required to be provided by Borrower under this Agreement, Borrower shall, at such noteholder’s expense to the extent and as set forth in Section 9(g) hereof, use commercially reasonable efforts to assist such Initial Lender in connection with one Assisted Securitization (per Initial Lender) with respect to each such Initial Lender and, in connection therewith, shall use commercially reasonable efforts to provide information not in the possession or control of each such requesting Initial Borrower and not in possession of Lender or which may reasonably be reasonably required by each such requesting Initial Lender in order to satisfy the market standards to which such Initial Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by prospective purchasers, investors and/or the Rating Agencies in connection with any such Assisted Securitization, a Securitization or which are required to comply with any applicable securities laws (provided that, notwithstanding anything to the contrary herein, nothing contained in this Section 9.9 shall contravene sale of the Note or diminish Borrower’s obligation to provide all information and other items otherwise required to be provided under any other provision of this Agreement)the participations or Securities, including, without limitation, to:

Sale of Notes and Securitization. Borrower acknowledges Lender may, at any time, sell, transfer or assign the Note, this Agreement, the Security Instrument and agrees that each Lender may sell all or any portion of its Note and its interest in the other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue one mortgage pass-through certificates or more participations therein, or consummate one or more private or public securitizations of rated or unrated single- or multi-class other securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of its Note and its a beneficial interest in the Loan Documents a rated or unrated public offering or private placement (a pool of assets that include its Note and interest in the Loan Documents “Securitization”) (such sales, participations and/or securitizationsSecuritizations, collectively, a “SecuritizationSecondary Market Transaction”). Notwithstanding the foregoing, Lender shall endeavor, but shall have no obligation, to provide Borrower agreeswith ten (10) days prior notice of any Secondary Market Transaction for which Provided Information is, upon or is expected to be, requested and provide Borrower with the type of Secondary Market Transaction that is occurring, or is expected to occur. At the request of one or more Initial Lendersthe holder of the Note and, to the extent not already required to be provided by Borrower under this Agreement, Borrower shall, at such noteholder’s expense to the extent and as set forth in Section 9(g) hereof, use commercially reasonable efforts to assist such Initial Lender in connection with one Assisted Securitization (per Initial Lender) with respect to each such Initial Lender and, in connection therewith, shall use commercially reasonable efforts to provide information not in the possession or control of each such requesting Initial Borrower and not in possession of Lender or which may reasonably be reasonably required by each such requesting Initial Lender in order to satisfy the market standards to which such Initial Lender the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by prospective purchasers, investors and/or the Rating Agencies in connection with any such Assisted Securitization, a Securitization or which are required to comply with any applicable securities laws (provided that, notwithstanding anything to the contrary herein, nothing contained in this Section 9.9 shall contravene sale of the Note or diminish Borrower’s obligation to provide all information and other items otherwise required to be provided under any other provision of this Agreement)the participations or Securities, including, without limitation, to: