Common use of Securitization Cooperation Clause in Contracts

Securitization Cooperation. The Servicer acknowledges that Purchaser may sell, transfer, assign, pledge, or otherwise dispose of all or a portion of the Transferred Loans or interests therein in connection with a securitization, structured finance transaction, token offering, digital asset issuance, or any other capital markets or financing transaction (each, a “Financing Transaction”). In connection therewith, the Servicer agrees to (i) provide Purchaser and any underwriter, placement agent, initial purchaser or other financing counterparty with such information regarding the Servicing Services, the Transferred Loans and the Servicer’s operations as may be reasonably requested in connection with such Financing Transaction, (ii) consent to the disclosure of information regarding the Servicer, the Servicing Services and the Transferred Loans in any offering document, investor presentation or other disclosure document prepared in connection with such Financing Transaction, (iii) deliver such officer’s certificates, opinions and other documents as may be reasonably requested by Purchaser or its counsel in connection with such Financing Transaction, (iv) enter into such amendments to this Agreement as may be reasonably required by Purchaser in connection with such Financing Transaction, provided that no such amendment shall materially increase the Servicer’s obligations or materially decrease the Servicer’s rights hereunder without the Servicer’s prior written consent, and (v) cooperate fully with Purchaser and any collateral agent, indenture trustee or other secured party designated by Purchaser in connection with any Financing Transaction to perfect, maintain, and enforce any security interest in the Transferred Loans and related Manufactured Homes, including by (A) executing and delivering any UCC financing statements, amendments, or continuation statements reasonably requested by Purchaser or such collateral agent, (B) providing access to loan files, title documents, and records necessary for such perfection, (C) executing any collateral agency agreement, custodial agreement, or similar document reasonably requested in connection with such Financing Transaction, and (D) taking all other actions reasonably necessary to ensure that the security interests of any collateral agent or secured party in the Transferred Loans are properly perfected and maintained under applicable law. Reasonable documented expenses, including attorneys’ fees and third-party expenses, incurred by Servicer under this Section 11.1 in connection with a Financing Transaction shall be reimbursed by Purchaser and be payable within ten (10) Business Days of being invoiced by Servicer.

Securitization Cooperation. The Servicer Borrower acknowledges that Purchaser Lender and its successors and assigns may sell, transfer, assign, pledge, or otherwise dispose of all or a portion of the Transferred Loans or interests therein in connection with a securitization, structured finance transaction, token offering, digital asset issuance, or any other capital markets or financing transaction (each, a “Financing Transaction”). In connection therewith, the Servicer agrees to (i) provide Purchaser sell this Mortgage, the Note and other Loan Documents to one or more investors as a whole loan, (ii) participate the Loan secured by this Mortgage to one or more investors, (iii) deposit this Mortgage, the Note and other Loan Documents with one or more trusts, which trusts may sell certificates to investors evidencing an ownership interest in such trust assets, or (iv) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses (i) through (iv) are hereinafter each referred to as a "Secondary Market Transaction"). 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, including but not limited to, (a) providing Lender an estoppel certificate and such information (financial or otherwise), legal opinions and documents relating to Borrower, Guarantor, the Property and any underwriter, placement agent, initial purchaser tenants of the Property as Lender may reasonably request or other financing counterparty with such information regarding the Servicing Services, the Transferred Loans and the Servicer’s operations as Rating Agencies may be reasonably requested request in connection with such Financing Secondary Market Transaction, (iib) consent to amending the disclosure Loan Documents and organizational documents of information regarding Borrower, and updating and/or restating officer's certificates, title insurance, opinions, appraisals, market studies, environmental reviews, property condition reports and other due diligence investigations of the Servicer, the Servicing Services Property and the Transferred Loans in any offering document, investor presentation or other disclosure document prepared items delivered in connection with such Financing Transactionthe closing of the Loan, (iii) deliver such officer’s certificates, opinions and other documents as may be reasonably required by the Rating Agencies, (c) participating in bank, investors and Rating Agencies' meetings if requested by Purchaser Lender, (d) upon Lender's request amending the Loan Documents (and updating and/or restating officer's certificates, title insurance and other Closing Items in connection therewith) to divide the Loan into two or more separate or component notes, which notes may be included in separate transactions (and thus may have separate REMIC "start up dates") and have different interest rates and amortization schedules (but with aggregated financial terms which are equivalent to that of the Loan prior to such separation), (e) providing updated, as of the closing date of the Secondary Market Transaction, representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may require, (f) delivering any additional opinions required by the Rating Agencies (including, but not limited to, opinions as to substantive nonconsolidation, fraudulent conveyance, matters of Delaware and federal bankruptcy law relation to limited liability companies and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Property and Borrower and Borrower's Affiliates), which opinions shall be satisfactory in form and substance to Lender and the Rating Agencies, and (f) reviewing the offering documents relating to any Secondary Market Transaction to ensure that all information concerning Borrower, the Property, and the Loan is correct, and certifying to the accuracy thereof. Lender shall be permitted to share all such information with the investment banking firms, Rating Agencies, accounting firms, law firms and other third-party advisory firms and investors involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction. Lender and all of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied by, or on behalf of, Borrower and Borrower indemnifies Lender, its counsel successors, assigns and their respective shareholders, employees, directors, officers, and agents (each an "Indemnified Party" and, collectively, the "Indemnified Parties") as to any losses, claims, damages or liabilities that arise out of or are based upon any untrue statement of any material fact contained in such information, as reviewed by Borrower, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in such information or necessary in order to make the statements in such information, or in light of the circumstances under which they were made, not misleading. Lender may publicize the existence of the Loan in connection with such Financing Transaction, its marketing for a Secondary Market Transaction or otherwise as part of its business development. Notwithstanding the foregoing or anything herein to the contrary (ivA) enter into such amendments Borrower shall only be obligated to this Agreement as may be reasonably required by Purchaser pay its own legal fees in connection with its cooperation under this Section 19(b) and such Financing Transaction, provided that no such amendment legal fees shall materially increase the Servicer’s obligations or materially decrease the Servicer’s rights hereunder without the Servicer’s prior written consent, not exceed $10,000 and (vB) cooperate fully with Purchaser and any collateral agent, indenture trustee or other secured party designated by Purchaser Borrower's liability in connection with any Financing Transaction to perfect, maintain, and enforce any security interest in the Transferred Loans and related Manufactured Homes, including by (A) executing and delivering any UCC financing statements, amendments, or continuation statements reasonably requested by Purchaser or such collateral agent, (B) providing access to loan files, title documents, and records necessary for such perfection, (C) executing any collateral agency agreement, custodial agreement, or similar document reasonably requested in connection with such Financing Transaction, and (D) taking all other actions reasonably necessary to ensure that the security interests of any collateral agent or secured party in the Transferred Loans are properly perfected and maintained under applicable law. Reasonable documented expenses, including attorneys’ fees and third-party expenses, incurred by Servicer indemnities it provides under this Section 11.1 in connection with a Financing Transaction 19(b) shall be reimbursed by Purchaser and be payable within ten (10) Business Days of being invoiced by Servicernot exceed $110,000,000.