Common use of Purchase Right; Majority Preferred Shares Holder Clause in Contracts

Purchase Right; Majority Preferred Shares Holder. If the Issuer, as holder of a Participation or B Note, has the right pursuant to the related Underlying Instruments to purchase any related Senior Tranche(s), the Issuer may, and shall if directed by the Majority Preferred Shares Holder, exercise such right, if the Collateral Manager determines based on the Collateral Manager Servicing Standard that the exercise of the option would be in the best interest of the Noteholders, but may not exercise such right if the Collateral Manager determines otherwise. The Collateral Manager shall deliver to the Trustee an Officer’s Certificate certifying such determination, accompanied by an Act of the Majority Preferred Shares Holder directing the Issuer to exercise such right. In connection with the purchase of any such Senior Tranche(s), the Issuer shall assign to the Majority Preferred Shares Holder or its designee all of its right, title and interest in such Senior Tranche(s) in exchange for a purchase price (such price and any other associated expense of such exercise to be paid by the Majority Preferred Shares Holder) of the Senior Tranche(s) (or, if the Underlying Instruments permit, the Issuer may assign the purchase right to the Majority Preferred Shares Holder or its designee; otherwise the Majority Preferred Shares Holder or its designee shall fund the purchase by the Issuer, which shall then assign the Senior Tranche(s) to the Majority Preferred Shares Holder or its designee) (the “Purchase Option Purchase Price”), which amount shall be delivered by the Majority Preferred Shares Holder or its designee from its own funds to or upon the instruction of the Collateral Manager in accordance with terms of the Underlying Instruments related to the acquisition of such Senior Tranche(s). The Trustee or the Issuer shall execute and deliver at the Majority Preferred Shares Holder’s direction such instruments of transfer or assignment prepared by the Majority Preferred Shares Holder, in each case without recourse, as shall be necessary to transfer title to the Majority Preferred Shares Holder or its designee of the Senior Tranche(s) and the Trustee shall have no responsibility with regard to such Senior Tranche(s). As long as the Issuer owns the related Collateral Debt Security, the Issuer shall not exercise any purchase rights with respect to a Participation or B Note that is a pari passu interest relative to another Participation or B Note related to the same mortgage loan; provided, however, that the Collateral Manager may (in accordance with the Collateral Manager Servicing Standard) assign such right to third parties to the extent that it is able to do so pursuant to the terms of the related Underlying Instruments.

Purchase Right; Majority Preferred Shares Holder. If the Issuer, as holder of a Participation or B Note, has the right pursuant to the related Underlying Instruments to purchase any related Senior Tranche(s), the Issuer may, and shall if directed by the Holder of a Majority of the Preferred Shares HolderShares, exercise such right, if the Collateral Manager determines based on determines, in accordance with the Collateral Manager Servicing Standard Standard, that the exercise of the option would be in the best interest of the Noteholders, but may not exercise such right if the Collateral Manager determines otherwise. The Collateral Manager shall deliver to the Trustee an Officer’s Certificate certifying such determination, accompanied by an Act of the Majority Preferred Shares Holder directing the Issuer to exercise such right. In connection with the purchase of any such Senior Tranche(s), the Issuer shall assign to the Majority Preferred Shares Holder or its designee all of its right, title and interest in such Senior Tranche(s) in exchange for a purchase price (such price and any other associated expense of such exercise to be paid by the Majority Preferred Shares Holder) of the Senior Tranche(s) (or, if the Underlying Instruments permit, the Issuer may assign the purchase right to the Majority Preferred Shares Holder or its designee; otherwise the Majority Preferred Shares Holder or its designee shall fund the purchase by the Issuer, which shall then assign the Senior Tranche(s) to the Majority Preferred Shares Holder or its designee) (the “Purchase Option Purchase Price”), which amount shall be delivered by the Majority Preferred Shares Holder or its designee from its own funds to or upon the instruction of the Collateral Manager in accordance with terms of the Underlying Instruments related to the acquisition of such Senior Tranche(s). The Trustee or the Issuer shall execute and deliver at the Majority Preferred Shares Holder’s direction such instruments of transfer or assignment prepared by the Majority Preferred Shares Holder, in each case without recourse, as shall be necessary to transfer title to the Majority Preferred Shares Holder or its designee of the Senior Tranche(s) and the Trustee shall have no responsibility with regard to such Senior Tranche(s). As long as the Issuer owns the related Collateral Debt Security, the Issuer shall not exercise any purchase rights with respect to a Participation or B Note that is a pari passu interest relative to another Participation or B Note related to the same mortgage loan; provided, however, that the Collateral Manager may (in accordance with the Collateral Manager Servicing Standard) assign such right to third parties to the extent that it is able to do so pursuant to the terms of the related Underlying Instruments.