ASSIGNMENT OF LENDER'S INTEREST. (a) Lender, and each successor to Lender's interest, has the right, in its sole discretion, to transfer, sell, pledge, assign or otherwise encumber or dispose of its interest in the Loan and/or servicing rights with respect thereto, to grant participations herein, or to issue pass-through certificates or other securities ("Securities") evidencing a beneficial interest in a rated or unrated public offering or private placement of which the Loan will be made a part; provided, however, that for so long as Borrower is not in default hereunder, each such transfer shall be subject to Borrower's rights hereunder. Upon notification of any such transfer, Borrower agrees to make all payments required under the Note and this Agreement to the designated transferee without asserting any defense, setoff, recoupment, claim or counterclaim which Borrower may have against Lender. (b) If Lender, or any successor to Lender's interest, determines to undertake any action contemplated by subsection (a) above, Borrower acknowledges that Lender may forward to each prospective purchaser, transferee, assignee, servicer, participant, investor or their respective successors (collectively, "Investor") or any agency rating the Securities, all documents and information which Lender now has or may hereafter acquire relating to the Loan (including personal financial statement of Borrower or any guarantor), as Lender determines necessary or desirable. Borrower's execution of this Agreement shall be deemed Borrower's written consent to Lender's furnishing of such information, but, if requested by Lender, Borrower agrees to confirm such consent to writing to Lender. Borrower further agrees to cooperate, and to cause each guarantor to cooperate with Lender in connection with any action contemplated under subsection (a) including, without limitation, executing any financing statements, continuation statements or other documents deemed necessary by such Lender or such transferee to create, perfect, protect or preserve the rights and interests to be acquired by it, meeting with any rating agency for due diligence purposes, and providing all information concerning the Property, the financial condition of Borrower, or the financial condition of any guarantor as Lender may request; provided however, such cooperation shall be at Lender’s expense and no such documents shall increase Borrower’s obligations under any of the Loan Documents.
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ASSIGNMENT OF LENDER'S INTEREST. (a) LenderLender shall have the right to assign, participate or transfer the Sub-Loan and all or any portion of its rights in or pursuant to this Agreement, any Sub-Loan Agreement or any of the Sub-Loan Documents, holder or holders of such rights or interests shall be entitled to the benefits of this Agreement, any Sub-Loan Agreement and the Sub-Loan Documents. The consent of Borrower shall not be required for any such assignment, participation or transfer and failure to give notice of any assignment, participation or transfer shall not affect the validity or enforceability of this Agreement, any Sub-Loan Document, or subject Lender to any liability any Sub-Loan. Borrower consents to the dissemination of information regarding the Obligations, the Sub-Loan, Borrower, Borrower’s business, and each successor to Lender's interestall matters related hereto in connection with any assignment, has participation or sale. In the right, in its sole discretion, to transfer, sell, pledge, assign event that Lender participates or otherwise encumber or dispose of sells its interest in the Sub-Loan and/or servicing rights with respect theretoto any other Person, which in Lender’s reasonable judgment has the financial capability to grant participations herein, fund Advances (or to issue pass-through certificates or other securities ("Securities"its share thereof in the event of a participation) evidencing a beneficial interest in a rated or unrated public offering or private placement of which the Loan will be made a part; provided, however, that for so long as Borrower is not in default hereunder, each such transfer Lender shall be subject to Borrower's rights hereunder. Upon notification of any such transfer, Borrower agrees to make all payments required under the Note and this Agreement to the designated transferee without asserting any defense, setoff, recoupment, claim have no further responsibilities or counterclaim which Borrower may have against Lender.
(b) If Lender, or any successor to Lender's interest, determines to undertake any action contemplated by subsection (a) above, Borrower acknowledges that Lender may forward to each prospective purchaser, transferee, assignee, servicer, participant, investor or their respective successors (collectively, "Investor") or any agency rating the Securities, all documents and information which Lender now has or may hereafter acquire relating to the Loan (including personal financial statement of Borrower or any guarantor), as Lender determines necessary or desirable. Borrower's execution of this Agreement shall be deemed Borrower's written consent to Lender's furnishing of such information, but, if requested by Lender, Borrower agrees to confirm such consent to writing to Lender. Borrower further agrees to cooperate, and to cause each guarantor to cooperate with Lender liabilities in connection with any action contemplated under subsection (a) includingthe sold or participated portion of the Sub-Loan, including without limitationlimitation the obligation to fund Advances related to such sold or participated portions, executing any financing statements, continuation statements after the date of such sale or other documents deemed necessary by participation. All of such Lender responsibilities and liabilities after the date of such sale or such transferee to create, perfect, protect or preserve participation shall be those of the rights and interests to be acquired by it, meeting with any rating agency for due diligence purposes, and providing all information concerning the Property, the financial condition of Borrower, participant or the financial condition purchaser of any guarantor as Lender may request; provided however, such cooperation shall be at Lender’s expense and no such documents shall increase Borrower’s obligations under any of the Loan Documentsinterest.
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