Common use of Participations and Transfers Clause in Contracts

Participations and Transfers. (a) Buyer may in accordance with applicable law at any time sell to one or more banks or other entities (“Participants”) participating interests in all or a portion of Buyer’s rights and obligations under this Agreement and the other Program Agreements; provided that (i) if such sale is to a Competitor Buyer shall obtain Seller’s written consent on or prior to such sale; provided, further, Seller’s consent with respect to a sale to a Competitor shall not be required in the event that (A) such Competitor is an Affiliate of Buyer or (B) an Event of Default has occurred and is continuing, (ii) each such sale shall represent an interest in a Transaction in a Purchase Price of $[***] or more and (iii) other than with respect to a participating interest consisting of a pro rata interest in all payments related to Purchase Price or Price Differential due to a Buyer in connection with Purchase Price Base and/or Purchase Price Incremental 1 under this Agreement and/or prior to an Event of Default Buyer receives an opinion of a nationally recognized tax counsel experienced in such matters that such sale will not result in the Issuer being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for U.S. federal income tax purposes. In the event of any such sale by Buyer of participating interests to a Participant, Buyer shall remain a party to the Transaction for all purposes under this Agreement and the Program Agreements and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the Program Agreements. Buyer shall provide notice to Xxxxxx Xxx within [***]of any participation made in accordance with this Section 9.02(a). For the avoidance of doubt, the terms and provisions of Section 9.02(b) shall not restrict or otherwise qualify the terms and provisions set forth in this Section 9.02(a).

Participations and Transfers. (a) Buyer may in accordance with applicable law at any time sell to one or more banks or other entities (“Participants”) participating interests in all or a portion of Buyer’s rights and obligations under this Agreement and the other Program Agreements; provided that (i) if such sale is to a Competitor Competitor, Buyer shall obtain Seller’s written consent on or prior to such salesale to a Competitor; provided, further, Seller’s consent with respect to a sale to a Competitor shall not be required in the event that (A) such Competitor is an Affiliate of Buyer or (B) an Event of Default has occurred and is continuing, (ii) each such sale shall represent an interest in a Transaction in a Purchase Price of $[***] or more and (iii) other than with respect to a participating interest consisting of a pro rata interest in all payments related to Purchase Price or Price Differential due to a Buyer in connection with Purchase Price Base and/or Purchase Price Incremental 1 under this Agreement and/or prior to an Event of Default Buyer receives an opinion of a nationally recognized tax counsel experienced in such matters that such sale will not result in the Issuer being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for U.S. federal income tax purposes. In the event of any such sale by Buyer of participating interests to a Participant, Buyer shall remain a party to the Transaction for all purposes under this Agreement and the Program Agreements and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the Program Agreements. Buyer shall provide notice to Xxxxxx Xxx within [***]of any participation made in accordance with this Section 9.02(a). For the avoidance of doubt, the terms and provisions of Section 9.02(b) shall not restrict or otherwise qualify the terms and provisions set forth in this Section 9.02(a).

Participations and Transfers. (a) Buyer may in accordance with applicable law at any time sell to one or more banks or other entities (“Participants”) participating interests in all or a portion of Buyer’s rights and obligations under this Agreement and the other Program Agreements; provided provided, that (i) if such sale is to a Competitor Buyer shall obtain Seller’s written consent on or prior to such sale; provided, further, Seller’s consent with respect to a sale to a Competitor shall not be required in the event that (A) such Competitor is an Affiliate of Buyer or (B) unless an Event of Default has occurred and is continuing, Buyer shall not issue one or more participation interest to a Restricted Participant (or any party or Person with whom Seller or its affiliates is adverse to in an active litigation) without the prior written consent of Seller, (ii) each such sale shall represent an interest in a Transaction in a Purchase Price of $[***] 1,000,000 or more and (iiiii) other than with respect to a participating interest consisting of a pro rata interest in all payments related to Purchase Price or Price Differential due to a Buyer in connection with Purchase Price Base and/or Purchase Price Incremental 1 under this Agreement and/or and prior to an Event of Default Buyer receives an opinion of a nationally recognized tax counsel experienced in such matters that such sale will not result in the Issuer being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for U.S. federal income tax purposes. Buyer shall provide notice to Gxxxxx Mxx within five (5) Business Days of any assignment, pledge or hypothecation made in accordance with this Section 9.02(a). In the event of any such sale by Buyer of participating interests to a Participant, Buyer shall remain a party to the Transaction for all purposes under this Agreement and the Program Agreements and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the Program Agreements. Buyer shall provide notice to Xxxxxx Xxx within [***]of any participation made in accordance with this Section 9.02(a). For the avoidance of doubt, the terms and provisions of Section 9.02(b) shall not restrict or otherwise qualify the terms and provisions set forth in this Section 9.02(a).

Participations and Transfers. (a) Buyer may in accordance with applicable law at any time sell to one or more banks or other entities (“Participants”) participating interests in all or a portion of Buyer’s rights and obligations under this Agreement and the other Program Agreements; provided provided, that (i) if Seller has consented to such sale is (such consent not to a Competitor be unreasonably withheld, conditioned, or delayed), provided that Seller shall be deemed to have consented to any such sale unless it shall object thereto by written notice to Buyer shall obtain Seller’s written consent on or prior to such salewithin 10 days after having received notice thereof; provided, furtherhowever, Seller’s consent with respect to a sale to a Competitor shall not be required in the event that (A) such Competitor Participant is an Affiliate of Buyer or (B) an Event of Default has occurred and is continuing, occurred; (ii) each such sale shall represent an interest in a Transaction in a Purchase Price of $[***] 1,000,000 or more and (iii) other than with respect to a participating interest consisting of a pro rata interest in all payments related to Purchase Price or Price Differential due to a Buyer in connection with Purchase Price Base and/or Purchase Price Incremental 1 under this Agreement and/or and prior to an Event of Default Buyer receives an opinion of a nationally recognized tax counsel experienced in such matters that such sale will not result in the Issuer being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for U.S. federal income tax purposes. Buyer shall provide notice to Gxxxxx Mxx within five (5) Business Days of any assignment, pledge or hypothecation made in accordance with this Section 9.02(a). In the event of any such sale by Buyer of participating interests to a Participant, Buyer shall remain a party to the Transaction for all purposes under this Agreement and the Program Agreements and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the Program Agreements. Buyer shall provide notice to Xxxxxx Xxx within [***]of any participation made in accordance with this Section 9.02(a). For the avoidance of doubt, the terms and provisions of Section 9.02(b) shall not restrict or otherwise qualify the terms and provisions set forth in this Section 9.02(a).

Participations and Transfers. (a) Buyer may in accordance with applicable law at any time sell to one or more banks or other entities (“Participants”) participating interests in all or a portion of Buyer’s rights and obligations under this Agreement and the other Program Agreements; provided provided, that (i) if Seller has consented to such sale is (such consent not to a Competitor be unreasonably withheld, conditioned, or delayed), provided that Seller shall be deemed to have consented to any such sale unless it shall object thereto by written notice to Buyer shall obtain Seller’s written consent on or prior to such salewithin 10 days after having received notice thereof; provided, furtherhowever, Seller’s consent with respect to a sale to a Competitor shall not be required in the event that (A) such Competitor Participant is an Affiliate of Buyer or (B) an Event of Default has occurred and is continuing, occurred; (ii) each such sale shall represent an interest in a Transaction in a Purchase Price of $[***] 1,000,000 or more and (iii) other than with respect to a participating interest consisting of a pro rata interest in all payments related to Purchase Price or Price Differential due to a Buyer in connection with Purchase Price Base and/or Purchase Price Incremental 1 under this Agreement and/or and prior to an Event of Default Buyer receives an opinion of a nationally recognized tax counsel experienced in such matters that such sale will not result in the Issuer being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for U.S. federal income tax purposes. Buyer shall provide notice to Gxxxxx Mxx within five (5) Business Days of any assignment, pledge or hypothecation made in accordance with this Section 9.02(b). In the event of any such sale by Buyer of participating interests to a Participant, Buyer shall remain a party to the Transaction for all purposes under this Agreement and the Program Agreements and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the Program Agreements. Buyer shall provide notice to Xxxxxx Xxx within [***]of any participation made in accordance with this Section 9.02(a). For the avoidance of doubt, the terms and provisions of Section 9.02(b) shall not restrict or otherwise qualify the terms and provisions set forth in this Section 9.02(a).

Participations and Transfers. (a) Buyer may in accordance with applicable law at any time sell to one or more banks or other entities (“Participants”) participating interests in all or a portion of Buyer’s rights and obligations under this Agreement and the other Program Agreements; provided that (i) if such sale is to a Competitor Buyer shall obtain Seller’s written consent on or prior to such sale; provided, further, Seller’s consent with respect to a sale to a Competitor shall not be required in the event that (A) such Competitor is an Affiliate of Buyer or (B) an Event of Default has occurred and is continuing, (ii) each such sale shall represent an interest in a Transaction in a Purchase Price of $[***] ]or more and (iii) other than with respect to a participating interest consisting of a pro rata interest in all payments related to Purchase Price or Price Differential due to a Buyer in connection with Purchase Price Base and/or Purchase Price Incremental 1 under this Agreement and/or prior to an Event of Default Buyer receives an opinion of a nationally recognized tax counsel experienced in such matters that such sale will not result in the Issuer being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for U.S. federal income tax purposes. In the event of any such sale by Buyer of participating interests to a Participant, Buyer shall remain a party to the Transaction for all purposes under this Agreement and the Program Agreements and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the Program Agreements. Buyer shall provide notice to Xxxxxx Xxx within [***]of any participation made in accordance with this Section 9.02(a). For the avoidance of doubt, the terms and provisions of Section 9.02(b) shall not restrict or otherwise qualify the terms and provisions set forth in this Section 9.02(a).