Common use of Loan Sale; Right of First Refusal Clause in Contracts

Loan Sale; Right of First Refusal. 4.3.1 SunTrust agrees, in consideration of FMC’s undertakings pursuant to this Agreement, that if SunTrust seeks or offers to sell, transfer, or assign one or more Loans to any Person other than one of its Affiliates, SunTrust shall notify FMC of any such proposed sale, transfer, or assignment, and invite FMC and its Affiliates to participate as a potential purchaser in any bid process in connection therewith. If SunTrust receives any bona fide third-party written offer to purchase such Loan(s) outside of a bid process initiated by SunTrust (“Third-Party Offers”), SunTrust shall, prior to accepting any Third-Party Offer, provide a copy of same to FMC, and FMC (or an entity affiliated with or sponsored by FMC) shall have the sole and exclusive right to notify SunTrust within [**] Business Days that it will purchase such Loan(s) on the terms of the Third-Party Offer. If, within [**] Business Days after receipt of the Third-Party Offer from SunTrust, FMC (or an entity affiliated with or sponsored by FMC) notifies SunTrust that it declines to purchase, or fails to notify SunTrust that it (or an entity affiliated with or sponsored by it) will purchase such Loan(s) on the terms of the Third-Party Offer, SunTrust shall within its sole discretion be entitled to sell such Loan(s) to that third party, in whole or in part, for its own account on the terms of the Third-Party Offer free and clear of any claim under this Agreement. 4.3.2 SunTrust shall not, without the express written consent of FMC, transfer, sell, or assign any Loan to an entity that has no function other than to hold the Loans, or a “variable interest entity”, within the meaning of Accounting Standards Codification, 810-10, Consolidation (ASC 810-10). 4.3.3 The funds in the Participation Account (including ongoing rights and obligations related to Recoveries) shall accompany any transfer, sale or securitization of Loans and be available for the transferee under the terms of this Agreement if the rights of FMC and FMER to perform Services related to such Loans and receive compensation for such Services under the terms of this Agreement are also transferred.

Loan Sale; Right of First Refusal. 4.3.1 SunTrust agrees, in consideration of FMC’s undertakings pursuant to this Agreement, that if SunTrust seeks or offers to sell, transfer, or assign one or more Loans to any Person other than one of its Affiliates, SunTrust shall notify FMC of any such proposed sale, transfer, or assignment, and invite FMC and its Affiliates to participate as a potential purchaser in any bid process in connection therewith. If Prior to accepting any bid in the bid process (a “Bid Acceptance”), or if SunTrust receives any bona fide third-party written offer to purchase such Loan(s) outside of a bid process initiated by SunTrust (“Third-Party Offers”), SunTrust shall, prior to any Bid Acceptance or prior to accepting any Third-Party Offer, provide a copy of same the terms of the leading bid (the “Leading Bid Terms”) or the Third-Party Offer, as applicable, to FMC, and FMC (or an entity affiliated with or sponsored by FMC) shall have the sole and exclusive right to notify SunTrust within [**] Business Days that it will purchase such Loan(s) on the Leading Bid Terms or the terms of the Third-Party Offer, as applicable. If, within [**] Business Days after receipt of the Third-Party Offer or Leading Bid Terms from SunTrust, FMC (or an entity affiliated with or sponsored by FMC) notifies SunTrust that it declines to purchase, or fails to notify SunTrust that it (or an entity affiliated with or sponsored by it) will purchase such Loan(s) on the terms of the Third-Party OfferOffer or the Leading Bid Terms, SunTrust shall within its sole discretion be entitled to sell such Loan(s) to that third party, in whole or in part, for its own account on the terms of the Third-Party Offer or Leading Bid Terms, as applicable, free and clear of any claim under this Agreement. 4.3.2 SunTrust shall not, without the express written consent of FMC, transfer, sell, or assign any Loan to an entity that has no function other than to hold the Loans, or a “variable interest entity”, within the meaning of Accounting Standards Codification, 810-10, Consolidation (ASC 810-10)Consolidation, if such transfer, sale, or assignment would require FMC to consolidate any such Loan or such entity on its balance sheet. 4.3.3 The funds in the Participation Account (including ongoing rights and obligations related to Recoveries) shall accompany any transfer, sale or securitization of Loans and be available for the transferee under the terms of this Agreement if the rights of FMC and FMER to perform Services related to such Loans and receive compensation for such Services under the terms of this Agreement are also transferred.

Loan Sale; Right of First Refusal. 4.3.1 SunTrust Lender agrees, in consideration of FMC’s undertakings pursuant to this Agreement, that if SunTrust Lender seeks or offers to sell, transfer, or assign one or more Loans to any Person other than one of its Affiliates, SunTrust Lender shall notify FMC of any such proposed sale, transfer, or assignment, and invite FMC and its Affiliates to participate as a potential purchaser in any bid process in connection therewith. If SunTrust Lender receives any bona fide third-party written offer to purchase such Loan(s) outside of a bid process initiated by SunTrust Lender (“Third-Party Offers”), SunTrust Lender shall, prior to accepting any Third-Party Offer, provide a copy of same to FMC, and FMC (or an entity affiliated with or sponsored by FMC) shall have the sole and exclusive right to (i) notify SunTrust Lender within [**] Business Days ([**]) days after its receipt of such copy that it will purchase such Loan(s) on the terms of the Third-Party OfferOffer and (ii) purchase such Loans in accordance with this Section 4.3.1. If, within [**] Business Days ([**]) days after receipt of the Third-Party Offer from SunTrustLender, FMC (or an entity affiliated with or sponsored by FMC) notifies SunTrust Lender that it declines to purchase, or fails to notify SunTrust Lender that it (or an entity affiliated with or sponsored by it) will purchase such Loan(s) on the terms of the Third-Party Offer, SunTrust Lender shall within its sole discretion be entitled to sell such Loan(s) to that third party, in whole or in part, for its own account on the terms of the Third-Party Offer free and clear of any claim under this Agreement. 4.3.2 SunTrust Lender shall not, without the express written consent of FMC, transfer, sell, or assign any Loan to an entity that has no function other than to hold the Loans, or a “variable interest entity”, within the meaning of Accounting Standards Codification, 810-10, Consolidation (ASC 810-10)Consolidation. 4.3.3 The funds in the Participation Account (including ongoing rights and obligations related to Recoveries) shall accompany any transfer, sale or securitization of Loans and be available for the transferee under the terms of this Agreement if the rights of FMC and FMER to perform Services related to such Loans and receive compensation for such Services under the terms of this Agreement are also transferred.