Common use of Sale of Notes Clause in Contracts

Sale of Notes. (a) Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of a Note (a “Transfer”) except to a Qualified Institutional Lender. Promptly after any Transfer, the non-transferring Note Holders shall be provided with (x) a representation from the transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (x) prior to a Securitization, the consent of each non-transferring Note Holder, in which case such new Note Holder shall be deemed to be a Qualified Institutional Lender pursuant to this Agreement, or (2) after a Securitization of such non-transferring Note Holder’s Note, Rating Agency Confirmation from each of the applicable Rating Agencies for such Securitization Trust (after which, such new Note Holder shall be deemed to be a Qualified Institutional Lender pursuant to this Agreement). Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, without Rating Agency Confirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Borrower Affiliate and any such Transfer shall be absolutely null and void ab initio and shall vest no rights in the purported transferee. The transferring Note Holder agrees that it shall pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses relating to the confirmation from the Rating Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of any other Note Holder, the Rating Agencies or any other Person, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in its Note whether or not the related transferee is a Qualified Institutional Lender. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Properties, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of Notes. Unless an Event of Default shall have occurred and be continuing, Lender shall not sell, transfer, pledge or assign (except the following, each of which is permitted without Borrower’s consent: (A) a pledge or collateral assignment of the Loan (together with the Building Loan, if Borrower has validly exercised the Building Loan Option) in connection with so-called “note-on-note” financing and (B) a sale, transfer, pledge or assignment of the Loan (together with the Building Loan, if Borrower has validly exercised the Building Loan Option) to an Affiliate of Lender (it being acknowledged and agreed for this purpose “Affiliate” shall mean on of the investment funds under common Control with Lender as of the date hereof)) this Agreement, the Note, the Security Instrument and the other Loan Documents, and any or all servicing rights with respect thereto, or the granting of participations therein, without the prior written consent of Borrower. Borrower agrees to reasonably cooperate with Administrative Agent and Lenders, at the sole cost and expense of Lenders (at no cost to Borrower other than the costs and expenses of Borrower’s legal counsel), in connection with any sale, transfer, pledge or assignment permitted hereunder, including, without limitation, (a) Each Note Holder agrees the delivery of an estoppel certificate and such other documents as may be reasonably requested by Administrative Agent and (b) the execution of such amendments to the Loan Documents as may be requested by the holder of the Note, including, without limitation, bifurcation of the Loan into two or more separate notes; provided, however, that it will Borrower shall not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber be required to modify or otherwise dispose (either amend any Loan Document if such modification or amendment would (i) directly change the interest rate, the stated maturity or the amortization of principal set forth in the Note, except in connection with a bifurcation of the Loan which may result in varying interest rates and amortization schedules on the component notes, but which shall have, in the aggregate, the same initial weighted average spread of the Note immediately prior to such componentization, or (ii) indirectly through entering into a derivatives contract in the reasonable judgment of Borrower, modify or amend any other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of a Note (a “Transfer”) except to a Qualified Institutional Lender. Promptly after any Transfer, the non-transferring Note Holders shall be provided with (x) a representation from the transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy material economic term of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (x) prior to a Securitization, the consent of each non-transferring Note Holder, in which case such new Note Holder shall be deemed to be a Qualified Institutional Lender pursuant to this AgreementLoan, or (2iii) after a Securitization of such non-transferring Note Holder’s Note, Rating Agency Confirmation from each of the applicable Rating Agencies for such Securitization Trust (after which, such new Note Holder shall be deemed to be a Qualified Institutional Lender pursuant to this Agreement). Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, without Rating Agency Confirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Borrower Affiliate and any such Transfer shall be absolutely null and void ab initio and shall vest no rights in the purported transfereereasonable judgment of Borrower, increase Borrower’s obligations and liabilities under the Loan Documents other than to a de minimis extent. The transferring Note Holder agrees that it Borrower shall pay also furnish and Borrower consents to Administrative Agent furnishing to such investors or such prospective investors any and all information concerning the expenses of the non-transferring Note Holder (including all expenses of the Master ServicerProperty, the Special Servicer and Leases, the Trustee) and all expenses relating to the confirmation from the Rating Agencies financial condition of Borrower as may be requested by Lender, any investor, any prospective investor in connection with any such Transfersale or transfer of the Loan. Notwithstanding anything to the foregoing, each Note Holder shall have the right, without the need to obtain the consent of any other Note Holder, the Rating Agencies or any other Person, to Transfer 49% or less (contrary in the aggregate) of its Note or any beneficial interest in its Note whether or not the related transferee is a Qualified Institutional Lender. None of the provisions of this Section 14(a) shall apply 8.1 or elsewhere in the case of (1) a sale of all of the Notes in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing this Agreement, of the Mortgage Loan or the Mortgaged Properties, upon the Mortgage Loan becoming a Defaulted Loan, Lender shall not be permitted to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through create one or more single member limited liability companies “mezzanine loans” with respect to the Loan. Borrower appoints Administrative Agent as its agent (the “Book Entry Agent”) to maintain a book-entry register (the “Register”) that satisfies the requirements of Treasury Regulation Section 5f.103-1(c). The Book Entry Agent shall maintain the Register and shall record therein the name and address of each Person that is entitled to payments of principal and/or interest under the Loan (including, without limitation, each Person that acquires such entitlement by way of participation in the Loan or limited partnershipsotherwise). Any payments due under the Loan will only be paid to the Person entitled thereto as reflected on the Register and the right to any payments due under the Loan may be transferred only through the Register. No transfer, participation or assignment of any interest in the Loan shall be valid unless and until such transfer, participation or assignment has been properly recorded in the Register. The Book Entry Agent has the power to implement any other measures in the administration of Loan that it deems necessary, appropriate, prudent or desirable to satisfy the book-entry 60 system requirements of Treasure Regulation Section 5f.103-1(c). The Loan may not be converted into an obligation that is not in “registered form” for purposes Code Sections 871(h)(2)(B)(i) and 881(c)(2)(B). Nothing contained in this Section 8.1 shall modify or amend (i) Administrative Agent’s duties, rights and/or obligations as administrative agent, (ii) Administrative Agent’s right of enforcement of the Obligations of Borrower in law and in equity upon a Default or an Event of Default by Borrower hereunder and/or (iii) Borrower’s rights and/or obligations under the Lead Securitization TrustLoan. At all times during the term of the Loan, provided no Event of Default has occurred and is continuing Emerald Creek Capital 3, LLC shall act as Administrative Agent.