Junior Lender. Notwithstanding the provisions of Section 9 or any other provisions hereof (including the provisions of Section 12(a)(iii) hereof), no Junior Lender or any Loan Pledgee with respect to a Junior Loan shall Transfer in the aggregate, taking into account all prior Transfers, more than forty nine percent (49%) of its respective beneficial interest in its respective Junior Loan to any Person that is not a Qualified Transferee or a Loan Pledgee, without receiving a Rating Agency Confirmation (in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes of this Agreement), and in connection with any Transfer to a Qualified Transferee, any such Junior Lender shall, if requested by the Rating Agencies, provide to Senior Lender, the other Junior Lenders and the Rating Agencies within five (5) Business Days of such Transfer a certification that such Transfer has been made to a Qualified Transferee or a Loan Pledgee. Any such transferee (other than a Loan Pledgee or a participant in connection with a participation of a portion of the applicable Junior Loan), must assume in writing the obligations of such Junior Lender hereunder arising from and after the date of such Transfer (and such Junior Lender shall remain liable for its obligations hereunder arising prior to the date of such Transfer) and agree to be bound by the terms and provisions hereof. Such proposed transferee (other than a Loan Pledgee (prior to its realization on the Pledged Junior Loan) or a participant in connection with a participation of a portion of the applicable Junior Loan) shall also remake each of the representations and warranties contained herein which are applicable to the Junior Loan being acquired for the benefit of the Senior Lender and the Junior Lenders.
Junior Lender. COUNTY OF BOULDER, COLORADO, a
Junior Lender. Junior Lender hereby represents and warrants to Senior Lender as follows:
(a) Junior Lender is a limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized;
(b) Junior Lender has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action and are not prohibited by its organizational documents; and
(c) this Agreement, when executed and delivered, will constitute the valid and legally binding obligation of Junior Lender, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles.
Junior Lender. HOUSING AUTHORITY OF THE CITY AND COUNTY OF DENVER, COLORADO, a body corporate and politic, authorized by the laws of the State of Colorado
Junior Lender. Notwithstanding anything contained herein to the contrary, so long as any of the Senior Loan Obligations remain outstanding, Junior Lender must obtain the prior written consent of the Senior Lender prior to commencing any Junior Loan Enforcement Action.
Junior Lender. BEHRINGER HARVARD PAL I, LLC, a Delaware limited liability company
Junior Lender. DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
Junior Lender. COLUMN FINANCIAL, INC.,
Junior Lender. [Xxxxxx Xxxxxx’s Full Legal Name], a [State of Incorporation] corporation, with its principal office located at [Junior Lender’s Address].
Junior Lender s/ Xxxxxxx X. Xxxxxx
