Securitization Cooperation. (a) With respect to each Securitization Transaction, as the case may be, entered into by the Purchaser after the Closing Date, the Seller Parties agree: (i) to allow the Purchaser to include the information set forth on Annex I in any prospectus, offering memorandum, other disclosure document or rating agency presentation prepared in connection with any Securitization Transaction, including with regard to any registered public offering under the Securities Act of 1933, as such information shall be supplemented by Purchaser in such manner as the Purchaser reasonably believes is necessary or prudent in order to meet the requirement of Regulation AB or any other provision of the Securities Act; provided that the Purchaser shall provide the Seller any such supplemental information five Business Days prior to its anticipated use and will not use any such supplemental information without first obtaining the Seller Parties’ written consent thereto, which request for consent will be promptly considered and which consent will not be unreasonably withheld; provided, further, that the Purchaser shall not disclose in any prospectus, offering memorandum, other disclosure or rating agency presentation (i) any information in Annex I other than the first two paragraphs under the heading “Overview” after the fifth anniversary of the Execution Date or (ii) any information set forth on Annex I that related to a calendar year more than five years prior to the date of disclosure; (ii) for the six months immediately after the Closing Date, if so requested by the Purchaser, to confirm to the Purchaser, within five Business Days of such request, by delivery of an Officer’s Certificate signed by SOANB and SOAI that Annex I (as most recently updated) is true and correct and does not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) for the six months immediately after the Closing Date, to make commercially reasonable efforts, in light of the Seller Parties’ resources at such time, (i) to provide the Purchaser with information regarding the Accounts, the origination thereof and the servicing thereof prior to the Closing Date and the subservicing thereof after the Closing Date, if such information is reasonably necessary to enable the Purchaser to respond to requests by Interested Parties or to update Annex I, and (ii) to allow Interested Parties reasonable access to each Seller Party representative with responsibility, knowledge or experience with respect to the Seller Parties’ origination of the Accounts and/or servicing of the Accounts, upon reasonable prior notice and during regular business hours, for the purpose of conducting agreed-upon procedures or answering questions about the origination of the Accounts and the servicing of the Accounts by SOAI; provided, however, that no provision contained herein shall require any Seller Party to maintain the employment of any such representative, to retain any records, data or information with respect to the Eligible Accounts or to pay any fees or expenses of third parties to acquire, verify or test information. (b) With respect to each Securitization Transaction, as the case may be, entered into by the Purchaser, the Purchaser agrees that: (i) any Securitization Transaction effected by the Purchaser or any of its Affiliates shall be conducted in the name of the Purchaser or one of its Affiliates and that in no event shall the Purchaser or any of its Affiliates act in any manner that would indicate to third parties that any Seller Party or any of their Affiliates is a sponsor of, is conducting or has any responsibility to any third party for any Securitization Transaction effected by the Purchaser or any of its Affiliates; (ii) except as provided in this Section 6.8 (including with respect to Annex I or any portion thereof), in no event shall any prospectus or other offering document or periodic report issued in connection with a Securitization Transaction contain any discussion of any Seller Party, its underwriting policies, practices and procedures or its servicing policies, practices and procedures; (iii) except as specifically permitted in the Program Agreements, the Seller has not granted the Purchaser a license to use, the Seller has not transferred or assigned to the Purchaser, and the Purchaser shall not have any right, title or interest in or to, the Trade Names or the names of the Seller Parties or their Affiliates or any variation or derivation thereof, or any internet domain name, logo, name, m▇▇▇, variation or derivation incorporating any such logo, name, variation or derivation other than the Domain Names; and (iv) except as specifically permitted in the Program Agreements, the Purchaser shall not use, directly or indirectly, in any manner or form (including as a corporate or fictitious name, Internet domain name, Trade Name, trademark, service name or service m▇▇▇ and including in any prospectus or other offering document), the names of the Seller Parties or their Affiliates, logos of the Seller Parties or their Affiliates or any variations and derivations thereof or any internet domain name, logo, name, m▇▇▇, variation and derivation incorporating any such logo, name, variation or derivation; provided, however, that nothing in this Section 6.8(b)(iv) shall prohibit the Purchaser from disseminating the information set forth in Annex I in the manner otherwise contemplated under this Section 6.8. (c) The Purchaser shall give the Seller Parties at least 30 Business Days’ prior notice of any proposed Securitization Transaction in which the Seller Parties’ cooperation pursuant to this Section 6.8 shall be sought. (d) Purchaser may disclose information regarding the Seller Parties and the origination and servicing of the Accounts (and performance information on the Assets to be Sold) to Interested Parties and their respective representatives without the requirement of execution of a confidentiality agreement provided such disclosure is consistent with normal and customary standards with respect to similar financing arrangements. Notwithstanding the foregoing, Purchaser shall advise such Interested Parties and their representatives of the confidential nature of the information. (e) This Section 6.8 shall survive any termination of this Agreement or any of the Securitization Documents.
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Securitization Cooperation. Borrower acknowledges that Lender and its successors and assigns may (i) 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) With respect providing Lender an estoppel certificate and such information (financial or otherwise), legal opinions and documents relating to each Securitization TransactionBorrower, as the case may be, entered into by the Purchaser after the Closing DateGuarantor, the Seller Parties agree:
(i) to allow Property and any tenants of the Purchaser to include Property as Lender may reasonably request or the information set forth on Annex I in any prospectus, offering memorandum, other disclosure document or rating agency presentation prepared Rating Agencies may request in connection with any Securitization such Secondary Market Transaction, including (b) amending the Loan Documents and organizational documents of 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 Property and any other items delivered in connection with regard to any registered public offering under the Securities Act closing of 1933the Loan, as may be required by the Rating Agencies, (c) participating in bank, investors and Rating Agencies' meetings if requested by 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 information shall be supplemented by Purchaser separation), (e) providing updated, as of the closing date of the Secondary Market Transaction, representations and warranties made in the Loan Documents and such manner additional representations and warranties as the Purchaser reasonably believes is necessary or prudent in order Rating Agencies may require, (f) delivering any additional opinions required by the Rating Agencies (including, but not limited to, opinions as to meet the requirement substantive nonconsolidation, fraudulent conveyance, matters of Regulation AB Delaware and federal bankruptcy law relation to limited liability companies and true sale or any other provision 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 Securities Act; provided 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 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 Purchaser shall provide the Seller any such supplemental information five Business Days prior to its anticipated use and will not use any such supplemental information without first obtaining the Seller Parties’ written consent thereto, which request for consent will be promptly considered and which consent will not be unreasonably withheld; provided, further, that the Purchaser shall not disclose in any prospectus, offering memorandum, other disclosure omission or rating agency presentation (i) any information in Annex I other than the first two paragraphs under the heading “Overview” after the fifth anniversary of the Execution Date or (ii) any information set forth on Annex I that related to a calendar year more than five years prior to the date of disclosure;
(ii) for the six months immediately after the Closing Date, if so requested by the Purchaser, to confirm to the Purchaser, within five Business Days of such request, by delivery of an Officer’s Certificate signed by SOANB and SOAI that Annex I (as most recently updated) is true and correct and does not omit alleged omission to state therein a material fact required to be stated therein in such information or necessary in order to make the statements thereinin such information, or in light of the circumstances under which they were made, not misleading; and
(iii) for . Lender may publicize the six months immediately after the Closing Date, to make commercially reasonable efforts, in light existence of the Seller Parties’ resources at such time, (i) to provide the Purchaser with information regarding the Accounts, the origination thereof and the servicing thereof prior to the Closing Date and the subservicing thereof after the Closing Date, if such information is reasonably necessary to enable the Purchaser to respond to requests by Interested Parties or to update Annex I, and (ii) to allow Interested Parties reasonable access to each Seller Party representative with responsibility, knowledge or experience with respect to the Seller Parties’ origination of the Accounts and/or servicing of the Accounts, upon reasonable prior notice and during regular business hours, for the purpose of conducting agreed-upon procedures or answering questions about the origination of the Accounts and the servicing of the Accounts by SOAI; provided, however, that no provision contained herein shall require any Seller Party to maintain the employment of any such representative, to retain any records, data or information with respect to the Eligible Accounts or to pay any fees or expenses of third parties to acquire, verify or test information.
(b) With respect to each Securitization Transaction, as the case may be, entered into by the Purchaser, the Purchaser agrees that:
(i) any Securitization Transaction effected by the Purchaser or any of its Affiliates shall be conducted in the name of the Purchaser or one of its Affiliates and that in no event shall the Purchaser or any of its Affiliates act in any manner that would indicate to third parties that any Seller Party or any of their Affiliates is a sponsor of, is conducting or has any responsibility to any third party for any Securitization Transaction effected by the Purchaser or any of its Affiliates;
(ii) except as provided in this Section 6.8 (including with respect to Annex I or any portion thereof), in no event shall any prospectus or other offering document or periodic report issued Loan in connection with its marketing for a Securitization Secondary Market Transaction contain any discussion or otherwise as part of any Seller Party, its underwriting policies, practices and procedures business development. Notwithstanding the foregoing or its servicing policies, practices and procedures;
(iii) except as specifically permitted in the Program Agreements, the Seller has not granted the Purchaser a license to use, the Seller has not transferred or assigned anything herein to the Purchaser, and the Purchaser contrary (A) Borrower shall not have any right, title or interest only be obligated to pay its own legal fees in or to, the Trade Names or the names of the Seller Parties or their Affiliates or any variation or derivation thereof, or any internet domain name, logo, name, m▇▇▇, variation or derivation incorporating any such logo, name, variation or derivation other than the Domain Names; and
(iv) except as specifically permitted in the Program Agreements, the Purchaser shall not use, directly or indirectly, in any manner or form (including as a corporate or fictitious name, Internet domain name, Trade Name, trademark, service name or service m▇▇▇ and including in any prospectus or other offering document), the names of the Seller Parties or their Affiliates, logos of the Seller Parties or their Affiliates or any variations and derivations thereof or any internet domain name, logo, name, m▇▇▇, variation and derivation incorporating any such logo, name, variation or derivation; provided, however, that nothing in this Section 6.8(b)(iv) shall prohibit the Purchaser from disseminating the information set forth in Annex I in the manner otherwise contemplated connection with its cooperation under this Section 6.8.
19(b) and such legal fees shall not exceed $10,000 and (cB) The Purchaser shall give Borrower's liability in connection with the Seller Parties at least 30 Business Days’ prior notice of any proposed Securitization Transaction in which the Seller Parties’ cooperation pursuant to indemnities it provides under this Section 6.8 19(b) shall be soughtnot exceed $110,000,000.
(d) Purchaser may disclose information regarding the Seller Parties and the origination and servicing of the Accounts (and performance information on the Assets to be Sold) to Interested Parties and their respective representatives without the requirement of execution of a confidentiality agreement provided such disclosure is consistent with normal and customary standards with respect to similar financing arrangements. Notwithstanding the foregoing, Purchaser shall advise such Interested Parties and their representatives of the confidential nature of the information.
(e) This Section 6.8 shall survive any termination of this Agreement or any of the Securitization Documents.
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Sources: Mortgage Agreement (Ramco Gershenson Properties Trust)