Common use of Sale of Note and Securitization Clause in Contracts

Sale of Note and Securitization. Lender may, at any time, sell, transfer or assign the Loan Documents, or grant participations therein (“Participations”), or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (“Securities”), secured by or evidencing ownership interests in the Note and this Agreement (such sale, issuance of Participations and/or issuance of Securities, 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 satisfy the market standards which may be reasonably required in the marketplace or by the Rating Agencies in connection with a Securitization, including using reasonable efforts to do (or cause to be done) the following, at Borrower’s sole cost and expense, 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, or any more restrictive covenants, conditions or events of default, 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 Note that may result after certain prepayments of the Loan have been made and applied in accordance with the terms hereof, and (ii) 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 the Note) or result in any operational changes that are unduly burdensome to the Property or Borrower. In connection with this Section 14.1, Borrower shall:

Sale of Note and Securitization. Lender may, at any time, sell, transfer or assign the Loan Documents, or grant participations therein (“Participations”), or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (“Securities”), secured by or evidencing ownership interests in the Note and this Agreement (such sale, issuance of Participations and/or issuance of Securities, a “Securitization”). At the request of Lender and, to the extent not already required to be provided by Borrower under this Agreement, Borrower shall shall, at Borrower's sole cost and expense, 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 the Notes or participation therein as part of any securitization (including all in any series of securitizations of any substitute notes such sale and/or securitization, the SECURITIZATION) of rated single or multi-class securities (the SECURITIES) secured by or evidencing ownership interests in the Notes and this Agreement (all such sales and/or securitizations, including, without limitation where a Securitization"REMIC" election is made, the SECURITIZATION), including using reasonable efforts to do (or cause to be done) the following, at Borrower’s sole cost and expense, following (but (i) Borrower shall not in any event be required to incur, suffer or accept (except to a de minimis extent)) any lesser rights or greater obligations or potential liabilities, or any more restrictive covenants, conditions or events of default, than as currently set forth in the Loan Documents (except, after an Event event of Default, Default any increase in the weighted average interest rate of the Note Notes that may result after certain prepayments of the Loan have been made and applied in accordance with the terms hereof, and (ii) nothing ). Notwithstanding anything 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 Documents, the Loan shall at all times be serviced by the holder of the Note) or result in any operational changes that are unduly burdensome to the Property or Borrower. In connection with this Section 14.1, Borrower shall:one servicer;

Sale of Note and Securitization. Lender may, at any time, sell, transfer or assign the Loan Documents, or grant participations therein (“Participations”), or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (“Securities”), secured by or evidencing ownership interests in the Note and this Agreement (such sale, issuance of Participations and/or issuance of Securities, 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 shall, at its sole expense, cooperate fully and in good faith in a prompt and timely manner with the efforts of the holders of the Note to structure and document the Loan and to arrange for the issuance and sale of the Notes on such terms as the holders of the Notes may determine to be reasonably necessary or desirable and to satisfy the market standards which may be reasonably required in the marketplace or by the Rating Agencies Agencies, the SEC, the underwriters and/or placement agents 128 for any of the Notes, any accountants, due diligence firms, trustees, servicers or other service providers engaged in connection with a Securitization, including using reasonable efforts counsel to any such persons, and such other persons as may be designated by the holder of the Notes from time to time in connection with the sale of the Notes or participation 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 Notes and this Agreement, including, without limitation, to do (or cause to be done) the following, at Borrower’s sole cost and expense, following (but (i) Borrower shall not in any event be required to incur, suffer or accept (except to a de minimis extent)) any lesser rights or greater obligations or potential liabilities, or any more restrictive covenants, conditions or events of default, liability than as currently set forth in the Loan Documents except, after an Event of Default, (except any increase in the weighted average interest rate of the Note Notes that may result after certain prepayments of the Loan have been made and applied in accordance with the terms hereof, and (ii) 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 the Note) or result in any operational changes that are unduly burdensome to the Property or Borrower. In connection with this Section 14.1, Borrower shall:):