Common use of Additional Provisions Relating to Permitted Dispositions Clause in Contracts

Additional Provisions Relating to Permitted Dispositions. Except as otherwise expressly provided in this Section 8.3, the following provisions shall apply to each Permitted Disposition under this Article VIII: (a) In the event the Private Owner proposes to make a Permitted Disposition, the Private Owner shall be required to pay any and all filing and recording fees, fees of counsel and accountants and other out-of-pocket costs and expenses reasonably incurred by the Initial Member and/or the Company in connection with such Permitted Disposition. (b) The transferee in a Permitted Disposition shall deliver to the Company, with a copy to the Initial Member, an agreement, in form and substance reasonably satisfactory to the Initial Member, by which such transferee shall (i) agree to become a party to and be bound by this Agreement as the “Private Owner,” agree (if the transferor Member, prior to such transfer, also was the Manager) to be appointed as the “Manager”, and without limitation of the generality of the foregoing, agree to be bound by the other terms of Section 8.4 hereof, (ii) assume and agree to perform when due all of the obligations of the Private Owner and the Manager (if the transferor Member, prior to such transfer, also was the Manager) under this Agreement, and (iii) represent and warrant that it complies with the requirements set forth in Article X. (c) In connection with each Permitted Disposition, the Private Owner and the transferee shall deliver to the Company and the Initial Member such other documents and instruments as the Initial Member reasonably may request and which are required to effect the Permitted Disposition and substitute the transferee as a Member.

Additional Provisions Relating to Permitted Dispositions. Except as otherwise expressly provided in this Section 8.3, the following provisions shall will apply to each Permitted Disposition under this Article VIIIDisposition: (a) In the event the Private Owner proposes to make a Permitted Disposition, the Private Owner shall will be required to pay any and all filing and recording fees, fees of counsel and accountants and other out-of-pocket costs and expenses reasonably incurred by the Initial Member and/or and the Company in connection with such Permitted Disposition. (b) The transferee in a Permitted Disposition shall must deliver to the Company, with a copy to the Initial Member, an agreement, in form and substance reasonably satisfactory to the Initial Member, by which such transferee shall will (i) agree to become a party to and be bound by each of this Agreement, the Custodial and Paying Agency Agreement, the Agreement of Common Terms and Definitions, the Servicing Agreement (if such transferee is also the Manager, and unless, in connection with such Permitted Disposition, the Servicing Agreement is terminated in accordance with its terms with a full release of claims by the Servicer and any terminating Subservicer and with execution of a replacement Servicing Agreement with such Servicer or a replacement Servicer in a manner acceptable to the Initial Member), and each other Transaction Document to which the Private Owner is a party (including, if the transferor Member, prior to such transfer, also was the Manager, to which it is a party in its capacity as the Manager (or in its individual capacity)) as the “Private Owner,” (or as the “Manager” as applicable), (ii) agree (if the transferor Member, prior to such transfer, also was the Manager) to be appointed as the “Manager”, and without limitation of the generality of the foregoing, agree to be bound by the other terms of Section 8.4 hereof, and (iiiii) assume and agree to perform when due all of the obligations of the “Private Owner Owner” and the Manager (if the transferor Member, prior to such transfer, also was the Manager) the “Manager” under each of this Agreement, the Custodial and Paying Agency Agreement, the Agreement of Common Terms and Definitions, the Servicing Agreement (or applicable replacement Servicing Agreement) and each other Transaction Document to which the Private Owner (including, if the transferor Member, prior to such transfer, also was the Manager, in its capacity as the Manager (or in its individual capacity)) is a party, and (iiiiv) represent and warrant that it complies with the requirements set forth in Article X.X and make all the other representations and warranties as the “Private Owner” set forth in this Agreement. (c) In connection with each Permitted Disposition, the Private Owner and the transferee shall must deliver to the Company and the Initial Member such other documents and instruments as the Initial Member reasonably may request and which are required to effect the Permitted Disposition and substitute the transferee as a Member.

Additional Provisions Relating to Permitted Dispositions. Except as otherwise expressly provided in this Section 8.3, the following provisions shall apply to each Permitted Disposition under this Article VIII: (a) Member shall not take, or to cause the Company to take, any action that involves any material risk (other than any risk attributable to the fact that such action might lead to consummation of the proposed Permitted Disposition) of resulting in a material adverse effect on the business, financial condition, properties or prospects of the Company. In the event the Private Owner Member proposes to make a Permitted Disposition, the Private Owner Member shall be required to pay any and all filing and recording fees, fees of counsel and accountants and other out-of-pocket costs and expenses reasonably incurred by the Initial Member Participant and/or the Company in connection with such Permitted Disposition. (b) The transferee in a Permitted Disposition shall deliver to the Company, with a copy to the Initial MemberParticipant, an agreement, in form and substance reasonably satisfactory to the Initial MemberParticipant, by which such transferee shall (i) agree to become a party to and be bound by this Agreement as the “Private OwnerMember,” agree (if the transferor Member, prior to such transfer, also was the Manager) to be appointed as the “Manager”, and without limitation of the generality of the foregoing, agree to be bound by the other terms of Section 8.4 hereof, (ii) assume and agree to perform when due all of the obligations of the Private Owner and the Manager (if the transferor Member, prior to such transfer, also was the Manager) under this Agreement, and (iii) represent and warrant that it complies with the requirements set forth in Article X. (c) In connection with each Permitted Disposition, the Private Owner and the transferee shall deliver to the Company and the Initial Member such other documents and instruments as the Initial Member reasonably may request and which are required to effect the Permitted Disposition and substitute the transferee as a Member.,

Additional Provisions Relating to Permitted Dispositions. Except as otherwise expressly provided in this Section 8.3, the following provisions shall apply to each Permitted Disposition under this Article VIII: (a) In Each Member shall, to the event the Private Owner proposes extent reasonably requested from time to make a Permitted Disposition, the Private Owner shall be required to pay any and all filing and recording fees, fees of counsel and accountants and other out-of-pocket costs and expenses reasonably incurred time by the Initial Member and/or other Member, cooperate and cause its Affiliates to cooperate (and, together with the requesting Member, cause the Company and the Company’s Subsidiaries to cooperate) with the requesting Member promptly to (and, in the case of a Member, to cause the Company to) make all filings, give all notices and seek to secure all consents, approvals and waivers (including all Governmental Actions/Filings) that may be reasonably required in order to consummate, or otherwise in connection with such with, a proposed Permitted Disposition. (b) The Unless and to the extent waived by the non-transferring Member in its discretion, the transferee in a Permitted Disposition shall deliver to the Company, with a copy to the Initial Member, non-transferring Member an agreement, in form and substance reasonably satisfactory to the Initial non-transferring Member, by which such transferee shall shall: (i) agree agree, for the benefit of the non-transferring Member (and its Successors), to become a party to and be bound by this Agreement as a “Member” (with the “Private Owner,” agree (same effect as if the transferor Member, prior to such transfer, also was the Manager) to be appointed transferee had initially been named herein as the “Manager”, and without limitation of Member making the generality of the foregoing, agree to be bound by the other terms of Section 8.4 hereof, transfer); (ii) assume and agree to perform when due all of the obligations of the Private Owner and the Manager (if the transferor Member, prior to such transfer, also was the Manager) transferring Member under this Agreement, ; and (iii) represent and warrant that it complies make appropriate representations regarding compliance with the requirements set forth in Article X. (c) In connection with each Permitted DispositionSecurities Act of 1933, the Private Owner as amended, and the transferee shall deliver rules and regulations thereunder as they apply to the Company and the Initial Member such other documents and instruments as the Initial Member reasonably may request and which are required to effect the Permitted Disposition and substitute the transferee such other representations as are reasonable and customary in such a Membertransaction.

Additional Provisions Relating to Permitted Dispositions. Except as otherwise expressly provided in this Section 8.3, the following provisions shall apply to each Permitted Disposition under this Article VIII: (a) In the event the Private Owner proposes to make a Permitted Disposition, the Private Owner shall be required to pay any and all filing and recording fees, fees of counsel and accountants and other out-of-pocket costs and expenses reasonably incurred by the Initial Member and/or the Company in connection with such Permitted Disposition. (b) The transferee in a Permitted Disposition shall deliver to the Company, with a copy to the Initial Member, an agreement, in form and substance reasonably satisfactory to the Initial Member, by which such transferee shall (i) agree to become a party to and be bound by this Agreement as the “Private Owner,” agree (if the transferor Member, prior to such transfer, also was the Manager) to be appointed as the “Manager”, and without limitation of the generality of the foregoing, agree to be bound by the other terms of Section 8.4 hereof, (ii) assume and agree to perform when due all of the obligations of the Private Owner and the Manager (if the transferor Member, prior to such transfer, also was the Manager) under this Agreement, and (iii) represent and warrant that it complies with the requirements set forth in Article X.X (c) In connection with each Permitted Disposition, the Private Owner and the transferee shall deliver to the Company and the Initial Member such other documents and instruments as the Initial Member reasonably may request and which are required to effect the Permitted Disposition and substitute the transferee as a Member.

Additional Provisions Relating to Permitted Dispositions. Except as otherwise expressly provided in this Section 8.3, the following provisions shall apply to each Permitted Disposition under this Article VIII: (a) In the event the Private Owner proposes to make a Permitted Disposition, the Private Owner shall be required to pay any and all filing and recording fees, fees of counsel and accountants and other out-of-pocket costs and expenses reasonably incurred by the Initial Member and/or the Company in connection with such Permitted Disposition. (b) The transferee in a Permitted Disposition shall deliver to the Company, with a copy to the Initial Member, an agreement, in form and substance reasonably satisfactory to the Initial Member, by which such transferee shall (i) agree to become a party to and be bound by this Agreement as the “Private Owner,” agree (if the transferor Member, prior to such transfer, also was the Manager) to be appointed as the “Manager”, and without limitation of the generality of the foregoing, agree to be bound by the other terms of Section 8.4 hereof, (ii) assume and agree to perform when due all of the obligations of the Private Owner and the Manager (if the transferor Member, prior to such transfer, also was the Manager) under this Agreement, and (iii) represent and warrant that it complies with the requirements set forth in Article X. (c) In connection with each Permitted Disposition, the Private Owner and the transferee shall deliver to the Company and the Initial Member such other documents and instruments as the Initial Member reasonably may request and which are required to effect the Permitted Disposition and substitute the transferee as a Member.,

Additional Provisions Relating to Permitted Dispositions. Except as otherwise expressly provided in this Section 8.38.03, the following provisions shall apply to each Permitted Disposition under this Article VIII: (a) The Member shall not take, or cause the Company to take, any action that involves any material risk (other than any risk attributable to the fact that such action might lead to consummation of the proposed Permitted Disposition) of resulting in a material adverse effect on the business, financial condition, properties or prospects of the Company. In the event the Private Owner Member proposes to make a Permitted Disposition, the Private Owner Member shall be required to pay any and all filing and recording fees, fees of counsel and accountants and other out-of-pocket costs and expenses reasonably incurred by the Initial Member Participant and/or the Company in connection with such Permitted Disposition. (b) The transferee in a Permitted Disposition shall deliver to the Company, with a copy to the Initial MemberParticipant, an agreement, in form and substance reasonably satisfactory to the Initial MemberParticipant, by which such transferee shall (i) agree to become a party to and be bound by this Agreement as the “Private OwnerMember,” agree (if the transferor Member, prior to such transfer, also was the Manager) to be appointed as the “Manager”, and without limitation of the generality of the foregoing, agree to be bound by the other terms of Section 8.4 8.04 hereof, (ii) assume and agree to perform when due all of the obligations of the Private Owner and the Manager (if the transferor Member, prior to such transfer, also was the Manager) under this Agreement, and (iii) represent and warrant that it complies with the requirements set forth in Article X. (c) In connection with each Permitted Disposition, the Private Owner and the transferee shall deliver to the Company and the Initial Member such other documents and instruments as the Initial Member reasonably may request and which are required to effect the Permitted Disposition and substitute the transferee as a Member.,

Additional Provisions Relating to Permitted Dispositions. Except as otherwise expressly provided in this Section 8.3, the following provisions shall apply to each Permitted Disposition under this Article VIIIDisposition: (a) In the event the Private Owner proposes to make a Permitted Disposition, the Private Owner shall be required to pay any and all filing and recording fees, fees of counsel and accountants and other out-of-pocket costs and expenses reasonably incurred by the Initial Member and/or the Company in connection with such Permitted Disposition. (b) The transferee in a Permitted Disposition shall deliver to the Company, with a copy to the Initial Member, an agreement, in form and substance reasonably satisfactory to the Initial Member, Member by which such transferee shall (i) agree to become a party to and be bound by each of this Agreement, the Custodial and Paying Agency Agreement, the Agreement of Definitions, the Servicing Agreement (if such transferee is also the Manager, and unless, in connection with such Permitted Disposition, the Servicing Agreement is terminated in accordance with its terms with a full release of claims by the Servicer and any terminating Sub- Servicer and with execution of a replacement Servicing Agreement with such Servicer or a replacement Servicer in a manner acceptable to the Initial Member), and each other Transaction Document to which the Private Owner is a party (including, if the transferor Member, prior to such transfer, also was the Manager, to which it is a party in its capacity as the Manager (or in its individual capacity)) as the “Private Owner,” (and/or as the “Manager” as applicable), (ii) agree (if the transferor Member, prior to such transfer, also was the Manager) to be appointed as the “Manager”, and without limitation of the generality of the foregoing, agree to be bound by the other terms of Section 8.4 hereof, and (iiiii) assume and agree to perform when due all of the obligations of the “Private Owner Owner” and the Manager (if the transferor Member, prior to such transfer, also was the Manager) the “Manager” under each of this Agreement, the Custodial and Paying Agency Agreement, the Agreement of Definitions, the Servicing Agreement (or applicable replacement Servicing Agreement) and each other Transaction Document to which the Private Owner (including, if the transferor Member, prior to such transfer, also was the Manager, in its capacity as the Manager (or in its individual capacity)) is a party, and (iiiiv) represent and warrant that it complies with the requirements set forth in Article X.X and make all the other representations and warranties as the “Private Owner” set forth in this Agreement. (c) In connection with each Permitted Disposition, the Private Owner and the transferee shall deliver to the Company and the Initial Member such other documents and instruments as the Initial Member reasonably may request and which are required to effect the Permitted Disposition and substitute the transferee as a Member.

Additional Provisions Relating to Permitted Dispositions. Except as otherwise expressly provided in this Section 8.3, the following provisions shall apply to each Permitted Disposition under this Article VIII: (a) Member shall not take, or to cause the Company to take, any action that involves any material risk (other than any risk attributable to the fact that such action might lead to consummation of the proposed Permitted Disposition) of resulting in a material adverse effect on the business, financial condition, properties or prospects of the Company. In the event the Private Owner Member proposes to make a Permitted Disposition, the Private Owner Member shall be required to pay any and all filing and recording fees, fees of counsel and accountants and other out-of-pocket costs and expenses reasonably incurred by the Initial Member Participant and/or the Company in connection with such Permitted Disposition. (b) The transferee in a Permitted Disposition shall deliver to the Company, with a copy to the Initial MemberParticipant, an agreement, in form and substance reasonably satisfactory to the Initial MemberParticipant, by which such transferee shall (i) agree to become a party to and be bound by this Agreement as the “Private OwnerMember,” agree (if the transferor Member, prior to such transfer, also was the Manager) to be appointed as the “Manager”, and without limitation of the generality of the foregoing, agree to be bound by the other terms of Section 8.4 hereof, (ii) assume and agree to perform when due all of the obligations of the Private Owner and the Manager (if the transferor Member, prior to such transfer, also was the Manager) Member under this Agreement, and (iii) represent and warrant that it complies with the requirements set forth in Article X.X, and (iv) state that it is a Special Purpose Entity and has a net worth calculated in accordance with GAAP of not less than $5,000,000. (c) In connection with each Permitted Disposition, the Private Owner transferor Member and the transferee shall deliver to the Company and the Initial Member Participant such other documents and instruments as the Initial Member Participant reasonably may request and which are required to effect the Permitted Disposition and substitute the transferee as a Member.