Required Transferee Representations; Participations; Sale and Assignment. (a) The Funding Lender shall deliver to the Governmental Lender the Required Transferee Representations in substantially the form attached hereto as Exhibit B on the Closing Date. (b) The Funding Lender shall have the right to sell (i) the Governmental Lender Note and the Funding Loan or (ii) any portion of or a participation interest in the Governmental Lender Note and the Funding Loan, to the extent permitted by clause (c) below, provided that such sale shall be only to Approved Transferees that execute and deliver to the Funding Lender, with a copy to the Governmental Lender, the Required Transferee Representations. (c) Notwithstanding the other provisions of this Section 2.4: (i) no portion of the Governmental Lender Note and the Funding loan shall be sold in an amount that is less than $100,000, and (ii) no beneficial ownership interest in the Governmental Lender Note and Funding Loan shall be sold in an amount that is less than the Minimum Beneficial Ownership Amount. Notwithstanding the foregoing, an owner of beneficial interest in the Governmental Lender Note shall not be a Noteowner, and the Noteowners shall only be those Persons which are shown as the Noteowners on the registration books maintained by the Funding Lender pursuant to Section 2.4(e). (d) No service charge shall be made for any sale or assignment of any portion of the Governmental Lender Note, but the Governmental Lender may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such sale or assignment. Such sums shall be paid in every instance by the purchaser or assignee of the Funding Loan or portion thereof. (e) The Governmental Lender Note, or any interest therein, shall be in fully registered form transferable to subsequent owners only on the registration books which shall be maintained by the Funding Lender for such purpose and which shall be open to inspection by the Governmental Lender. The Governmental Lender Note shall not be transferred through the services of the Depository Trust Company or any other third party registrar. The Funding Lender is the initial registered owner of the Governmental Lender Note and shall remain the sole registered owner of the Governmental Lender Note except as provided herein. The Funding Lender shall provide written notice to the Governmental Lender of any transfer by the Funding Lender of the Governmental Lender Note or any portion of or any interest of the Funding Lender in the Governmental Lender Note. (f) The parties agree that no rating shall be sought from a rating agency with respect to the Funding Loan or the Governmental Lender Note.
Appears in 2 contracts
Samples: Funding Loan Agreement, Funding Loan Agreement
Required Transferee Representations; Participations; Sale and Assignment. (a) The Funding Lender shall deliver to the Governmental Lender and the Fiscal Agent the Required Transferee Representations in substantially the form attached hereto as Exhibit B on the Closing Date.
(b) The Funding Lender shall have the right to sell (i) the Governmental Lender Note Notes and the Funding Loan or (ii) any portion of or a participation interest in the Governmental Lender Note Notes and the Funding Loan, to the extent permitted by clause (c) below, provided that such sale shall be only to Approved Transferees that execute and deliver to the Funding Lender, with a copy to the Governmental LenderLender and the Fiscal Agent, the Required Transferee Representations.
(c) Notwithstanding the other provisions of this Section 2.4: (i) no portion of the Governmental Lender Note and the Funding loan shall be sold in an amount that is less than $100,000, and (ii) no beneficial ownership interest in the Governmental Lender Note Notes and Funding Loan shall be sold in an amount that is less than the Minimum Beneficial Ownership Amount. Notwithstanding the foregoing, an owner of beneficial interest in the Governmental Lender Note shall not be a Noteowner, and the Noteowners shall only be those Persons which are shown as the Noteowners on the registration books maintained by the Funding Lender pursuant to Section 2.4(e).
(d) No service charge shall be made for any sale or assignment of any portion of the Governmental Lender NoteNotes, but the Governmental Lender may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such sale or assignment. Such sums shall be paid in every instance by the purchaser or assignee of the Funding Loan or portion thereof.
(e) The Governmental Lender NoteNotes, or any interest therein, shall be in fully registered form transferable to subsequent owners holders only on the registration books which shall be maintained by the Funding Lender for such purpose and which shall be open to inspection by the Governmental Lender. The Governmental Lender Note Notes shall not be transferred through the services of the Depository Trust Company or any other third party registrar. The Fiscal Agent acknowledges that the Funding Lender is the initial registered owner of the Governmental Lender Note Notes and shall remain the sole registered owner of the Governmental Lender Note Notes except as provided herein. The Funding Lender shall provide written notice to the Governmental Lender Fiscal Agent of any transfer by the Funding Lender of the Governmental Lender Note or any portion of Notes or any interest of the Funding Lender in the Governmental Lender NoteNotes.
(f) The parties agree that no rating shall be sought from a rating agency with respect to the Funding Loan or the Governmental Lender NoteNotes.
Appears in 2 contracts
Samples: Funding Loan Agreement, Funding Loan Agreement
Required Transferee Representations; Participations; Sale and Assignment. (a) The Funding Lender shall deliver to the Governmental Lender the Required Transferee Representations in substantially the form attached hereto as Exhibit EXHIBIT B on the Closing Date.
(b) The Funding Lender shall have the right to sell (i) the Governmental Lender Note Notes and the Funding Loan or (ii) any portion of or a participation interest in the Governmental Lender Note Notes and the Funding Loan, to the extent permitted by clause (cSection 2.4(c) below, provided that such sale shall be only to Approved Transferees that execute and deliver to the Funding Lender, with a copy to the Governmental Lender, the Required Transferee Representations.
(c) Notwithstanding the other provisions of this Section 2.4: (i) no portion of the Governmental Lender Note and the Funding loan shall be sold in an amount that is less than $100,000, and (ii) no beneficial ownership interest in the Governmental Lender Note Notes and Funding Loan shall be sold in an amount that is less than the Minimum Beneficial Ownership Amount. Notwithstanding the foregoing, an owner of beneficial interest in the Governmental Lender Note shall not be a Noteowner, and the Noteowners shall only be those Persons which are shown as the Noteowners on the registration books maintained by the Funding Lender pursuant to Section 2.4(e).
(d) No service charge shall be made for any sale or assignment of any portion of the Governmental Lender NoteNotes, but the Governmental Lender may require payment of a sum sufficient to cover any tax or other governmental Governmental charge that may be imposed in connection with any such sale or assignment. Such sums shall be paid in every instance by the purchaser or assignee of the Funding Loan or portion thereof.
(e) The Governmental Lender NoteNotes, or any interest therein, shall be in fully fully- registered form transferable to subsequent owners holders only on the registration books which shall be maintained by the Funding Lender for such purpose and which shall be open to inspection by the Governmental Lender. The Governmental Lender Note shall not be transferred through the services of the Depository Trust Company or any other third party registrar. The Funding Lender is the initial registered owner of the Governmental Lender Note and shall remain the sole registered owner of the Governmental Lender Note except as provided herein. The Funding Lender shall provide written notice to the Governmental Lender of any transfer by the Funding Lender of the Governmental Lender Note or any portion of or any interest of the Funding Lender in the Governmental Lender Note.
(f) The parties agree that no rating shall be sought from a rating agency with respect to the Funding Loan or the Governmental Lender Note.the
Appears in 1 contract
Samples: Funding Loan Agreement
Required Transferee Representations; Participations; Sale and Assignment. .
(a) The Funding Lender shall deliver to the Governmental Lender and the Fiscal Agent the Required Transferee Representations in substantially the form attached hereto as Exhibit B on the Closing Date.
(b) The Funding Lender shall have the right to sell (i) the Governmental Lender Note Notes and the Funding Loan or (ii) any portion of or a participation interest in the Governmental Lender Note Notes and the Funding Loan, to the extent permitted by clause (c) below, provided that such sale shall be only to Approved Transferees that execute and deliver to the Funding Lender, with a copy to the Governmental LenderLender and the Fiscal Agent, the Required Transferee Representations.Representations.
(c) Notwithstanding the other provisions of this Section 2.4: (i) no portion of the Governmental Lender Note and the Funding loan shall be sold in an amount that is less than $100,000, and (ii) no beneficial ownership interest in the Governmental Lender Note Notes and Funding Loan shall be sold in an amount that is less than the Minimum Beneficial Ownership Amount. Notwithstanding the foregoing, an owner of beneficial interest in the Governmental Lender Note shall not be a Noteowner, and the Noteowners shall only be those Persons which are shown as the Noteowners on the registration books maintained by the Funding Lender pursuant to Section 2.4(e).Amount.
(d) No service charge shall be made for any sale or assignment of any portion of the Governmental Lender NoteNotes, but the Governmental Lender may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such sale or assignment. assignment. Such sums shall be paid in every instance by the purchaser or assignee of the Funding Loan or portion thereof.
(e) The Governmental Lender NoteNotes, or any interest therein, shall be in fully registered form transferable to subsequent owners only on the registration books which shall be maintained by the Funding Lender for such purpose and which shall be open to inspection by the Governmental Lender. Lender. The Governmental Lender Note Notes shall not be transferred through the services of the Depository Trust Company or any other third party registrar. The Fiscal Agent acknowledges that the Funding Lender is the initial registered owner of the Governmental Lender Note Notes and shall remain the sole registered owner of the Governmental Lender Note Notes except as provided herein. The Funding Lender shall provide written notice to the Governmental Lender Fiscal Agent of any transfer by the Funding Lender of the Governmental Lender Note or any portion of Notes or any interest of the Funding Lender in the Governmental Lender NoteNotes.
(f) The parties agree that no rating shall be sought from a rating agency with respect to the Funding Loan or the Governmental Lender NoteNotes.
(g) Notwithstanding anything else contained herein to the contrary, the Funding Lender shall have the right to transfer a portion of the Governmental Lender Notes to the Borrower or its designee pursuant to Section 3.3 hereof and, under such circumstance, the Borrower shall not be required to deliver the Required Transferee Representations as would otherwise be required by this Section.
Appears in 1 contract
Samples: Funding Loan Agreement
Required Transferee Representations; Participations; Sale and Assignment. (a) The Funding Lender shall deliver to the Governmental Lender and the Fiscal Agent the Required Transferee Representations in substantially the form attached hereto as Exhibit B on the Closing Date.
(b) The Funding Lender shall have the right to sell (i) the Governmental Lender Note and the Funding Loan in whole, or (ii) any portion of or a participation interest interest, in the Governmental Lender Note and the Funding Loan, to the extent permitted by clause (cSection 2.4(c) below, provided that such sale shall be only to Approved Transferees that execute and deliver to the Funding Lender, with a copy to the Governmental LenderLender and the Fiscal Agent, the Required Transferee Representations.
(c) Notwithstanding the other provisions of this Section 2.4: (i) no portion of the Governmental Lender Note and the Funding loan shall be sold in an amount that is less than $100,000, and (ii) no beneficial ownership interest in the Governmental Lender Note and Funding Loan shall be sold in an amount that is less than the Minimum Beneficial Ownership Amount. Notwithstanding the foregoing, an owner of beneficial interest in the Governmental Lender Note shall not be a Noteowner, and the Noteowners shall only be those Persons which are shown as the Noteowners on the registration books maintained by the Funding Lender pursuant to Section 2.4(e).
(d) No service charge shall be made for any sale or assignment of any portion of the Governmental Lender Note, but the Governmental Lender may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such sale or assignment. Such sums shall be paid in every instance by the purchaser or assignee of the Funding Loan or portion thereof.
(e) The Governmental Lender Note, or any interest therein, shall be in fully registered form transferable to subsequent owners only on the registration books which shall be maintained by the Funding Lender for such purpose and which shall be open to inspection by the Governmental Lender. The Governmental Lender Note shall not be transferred through the services of the Depository Trust Company or any other third party registrar. The Fiscal Agent acknowledges that the Funding Lender is the initial registered owner of the Governmental Lender Note and shall remain the sole registered owner of the Governmental Lender Note except as provided herein. The Funding Lender shall provide written notice to the Governmental Lender Fiscal Agent of any transfer by the Funding Lender of the Governmental Lender Note or any portion of or any interest of the Funding Lender in the Governmental Lender Note.
(f) The parties agree that no rating shall be sought from a rating agency with respect to the Funding Loan or the Governmental Lender Note.
Appears in 1 contract
Samples: Funding Loan Agreement
Required Transferee Representations; Participations; Sale and Assignment. (a) The Funding Lender shall deliver to the Governmental Lender the Required Transferee Representations in substantially the form attached hereto as Exhibit EXHIBIT B on the Initial Closing Date.
(b) The Funding Lender shall have the right to sell (i) the Governmental Lender Note Notes and the Funding Loan in whole or (ii) any portion of or a participation interest in the Governmental Lender Note Notes and the Funding Loan, to the extent permitted by clause (cSection 2.4(c) below, provided that such sale shall be only to Approved Transferees Institutional Buyers that execute and deliver to the Funding Lender, with a copy to the Governmental LenderLender and the Fiscal Agent, the Required Transferee Representations.
(c) Notwithstanding the other provisions of this Section 2.4: (i) , no portion of the Governmental Lender Note and the Funding loan shall be sold in an amount that is less than $100,000, and (ii) no beneficial ownership participation interest in the Governmental Lender Note Notes and Funding Loan shall be sold in an amount that is less than the Minimum Beneficial Ownership Amount. Notwithstanding the foregoing, an owner of beneficial interest in the Governmental Lender Note shall not be a Noteowner, and the Noteowners shall only be those Persons which are shown as the Noteowners on the registration books maintained by the Funding Lender pursuant to Section 2.4(e)Participation Percentage.
(d) No service charge shall be made for any sale or assignment of the Governmental Lender Notes and the Funding Loan or any portion of the Governmental Lender NoteNotes and the Funding Loan, or any participation interest in the Governmental Lender Notes and the Funding Loan, but in each case the Governmental Lender may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such sale or assignment. Such sums shall be paid in every instance by the applicable purchaser or assignee of the Governmental Lender Notes and the Funding Loan Loan, or portion thereof, or participation interest therein.
(e) The Governmental Lender NoteNotes, or any interest therein, shall be in fully fully-registered form transferable to subsequent owners holders only on the registration books which that shall be maintained by the Funding Lender Fiscal Agent for such purpose and which that shall be open to inspection by the Governmental LenderLender and the Funding Lender upon reasonable prior notice. The Governmental Lender Note Notes shall not be transferred through the services of the Depository Trust Company or any other third party registrar. The Funding Lender is the initial registered owner of the Governmental Lender Note and shall remain the sole registered owner of the Governmental Lender Note except as provided herein. The Funding Lender shall provide written notice to the Governmental Lender of any transfer by the Funding Lender of the Governmental Lender Note or any portion of or any interest of the Funding Lender in the Governmental Lender Note.
(f) The parties Funding Lender and the Governmental Lender agree that no rating shall be sought from a rating agency with respect to the Funding Loan or the Governmental Lender NoteNotes.
Appears in 1 contract
Samples: Funding Loan Agreement
Required Transferee Representations; Participations; Sale and Assignment. (a) The Funding Lender shall deliver to the Governmental Lender the Required Transferee Representations in substantially the form attached hereto as Exhibit EXHIBIT B on the Closing Date.
(b) The Funding Lender shall have the right to sell (i) the Governmental Lender Note and the Funding Loan or (ii) any portion of or a participation interest in the Governmental Lender Note and the Funding Loan, to the extent permitted by clause (cSection 2.4(c) below, provided that such sale shall be only to Approved Transferees that execute and deliver to the Funding Lender, with a copy to the Governmental LenderLender and the Fiscal Agent, the Required Transferee Representations.
(c) Notwithstanding the other provisions of this Section 2.4: (i) no portion of the Governmental Lender Note and the Funding loan shall be sold in an amount that is less than $100,000, and (ii) no beneficial ownership interest in the Governmental Lender Note and Funding Loan shall be sold in an amount that is less than the Minimum Beneficial Ownership Amount. Notwithstanding the foregoing, an owner of beneficial interest in the Governmental Lender Note shall not be a Noteowner, and the Noteowners shall only be those Persons which are shown as the Noteowners on the registration books maintained by the Funding Lender pursuant to Section 2.4(e).
(d) No service charge shall be made for any sale or assignment of any portion of the Governmental Lender Note, but the Governmental Lender may require payment of a sum sufficient to cover any tax or other governmental Governmental charge that may be imposed in connection with any such sale or assignment. Such sums shall be paid in every instance by the purchaser or assignee of the Funding Loan or portion thereof.
(e) The Governmental Lender Note, or any interest therein, shall be in fully fully- registered form transferable to subsequent owners holders only on the registration books which shall be maintained by the Funding Lender Fiscal Agent for such purpose and which shall be open to inspection by the Governmental Lender and the Funding Lender. The Governmental Lender Note shall not be transferred through the services of the Depository Trust Company or any other third party registrar. The Funding Lender is the initial registered owner of the Governmental Lender Note and shall remain the sole registered owner of the Governmental Lender Note except as provided herein. The Funding Lender shall provide written notice to the Governmental Lender of any transfer by the Funding Lender of the Governmental Lender Note or any portion of or any interest of the Funding Lender in the Governmental Lender Note.
(f) The parties agree that no rating shall be sought from a rating agency with respect to the Funding Loan or the Governmental Lender Note.
Appears in 1 contract
Samples: Funding Loan Agreement
Required Transferee Representations; Participations; Sale and Assignment. (a) The Funding Lender shall deliver to the Governmental Lender the Required Transferee Representations in substantially the form attached hereto as Exhibit B on the Closing Date.
(b) The Funding Lender shall have the right to sell (i) the Governmental Lender Note and the Funding Loan in whole, or (ii) any portion of or a participation interest in the Governmental Lender Note and the Funding Loan, to the extent permitted by clause (c) below, provided that such sale shall be only to Approved Transferees that execute and deliver to the Funding Lender, with a copy to the Governmental Lender, the Required Transferee Representations.
(c) Notwithstanding the other provisions of this Section 2.4: (i) no portion of the Governmental Lender Note and the Funding loan shall be sold in an amount that is less than $100,000, and (ii) no beneficial ownership interest in the Governmental Lender Note and Funding Loan shall be sold in an amount that is less than the Minimum Beneficial Ownership Amount. Notwithstanding the foregoing, an owner of beneficial interest in the Governmental Lender Note shall not be a Noteowner, and the Noteowners shall only be those Persons which are shown as the Noteowners on the registration books maintained by the Funding Lender pursuant to Section 2.4(e).
(d) No service charge shall be made for any sale or assignment of any portion of the Governmental Lender Note, but the Governmental Lender may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such sale or assignment. Such sums shall be paid in every instance by the purchaser or assignee of the Funding Loan or portion thereof.
(e) The Governmental Lender Note, or any interest therein, shall be in fully registered form transferable to subsequent owners only on the registration books which shall be maintained by the Funding Lender for such purpose and which shall be open to inspection by the Governmental Lender. The Governmental Lender Note shall not be transferred through the services of the Depository Trust Company or any other third party registrar. The Funding Lender is the initial registered owner of the Governmental Lender Note and shall remain the sole registered owner of the Governmental Lender Note except as provided herein. The Funding Lender shall provide written notice to the Governmental Lender of any transfer by the Funding Lender of the Governmental Lender Note or any portion of or any interest of the Funding Lender in the Governmental Lender Note.
(f) The parties agree that no rating shall be sought from a rating agency with respect to the Funding Loan or the Governmental Lender Note.
Appears in 1 contract
Samples: Funding Loan Agreement
Required Transferee Representations; Participations; Sale and Assignment. (a) The Funding Lender shall deliver to the Governmental Lender and the Fiscal Agent the Required Transferee Representations in substantially the form attached hereto as Exhibit B on the Closing Date.
(b) The Funding Lender shall have the right to sell (i) the Governmental Lender Note Notes and the Funding Loan or (ii) any portion of or a participation interest in the Governmental Lender Note Notes and the Funding Loan, to the extent permitted by clause subdivision (c) below, provided that such sale shall be only to Approved Transferees that execute and deliver to the Funding Lender, with a copy to the Governmental LenderLender and the Fiscal Agent, the Required Transferee Representations; provided, however, that no Required Transferee Representations shall be required to be delivered by transferees or beneficial interest holders described in clauses (3) or (4) of the definition of “Approved Transferee.”
(c) Notwithstanding the other provisions of this Section 2.4: (i) no portion of the Governmental Lender Note and the Funding loan shall be sold in an amount that is less than $100,000, and (ii) no beneficial ownership interest in the Governmental Lender Note Notes and the Funding Loan shall be sold in an amount that is less than the Minimum Beneficial Ownership Amount. Notwithstanding the foregoing; provided, an owner of however, that beneficial interest ownership interests in the Governmental Lender Note shall not Notes and Funding Loan described in clause (3) of the definition of “Approved Transferee” may be a Noteowner, and sold in any amount without regard to the Noteowners shall only be those Persons which are shown as the Noteowners on the registration books maintained by the Funding Lender pursuant to Section 2.4(e)Minimum Beneficial Ownership Amount.
(d) No service charge shall be made for any sale or assignment of any portion of the Governmental Lender NoteNotes, but the Governmental Lender may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such sale or assignment. Such sums shall be paid in every instance by the purchaser or assignee of the Funding Loan or portion thereof.
(e) The Governmental Lender NoteNotes, or any interest therein, shall be in fully fully-registered form transferable to subsequent owners holders only on the registration books which shall be maintained by the Funding Lender Fiscal Agent for such purpose and which shall be open to inspection by the Governmental Lender and the Funding Lender. The Governmental Lender Note Notes shall not be transferred through the services of the Depository Trust Company or any other third party registrar. The Funding Lender is the initial registered owner of the Governmental Lender Note and shall remain the sole registered owner of the Governmental Lender Note except as provided herein. The Funding Lender shall provide written notice to the Governmental Lender of any transfer by the Funding Lender of the Governmental Lender Note or any portion of or any interest of the Funding Lender in the Governmental Lender Note.
(f) The parties agree that no rating shall be sought from a rating agency with respect to the Funding Loan or the Governmental Lender NoteNotes.
Appears in 1 contract
Samples: Funding Loan Agreement
Required Transferee Representations; Participations; Sale and Assignment. (a) The Funding Lender shall deliver to the Governmental Lender and the Fiscal Agent the Required Transferee Representations in substantially the form attached hereto as Exhibit B on the Closing Date.
(b) The Funding Lender shall have the right to sell (i) the Governmental Lender Note and the Funding Loan in whole, or (ii) any portion of or a participation interest in the Governmental Lender Note and the Funding Loan, to the extent permitted by clause Section 2.4 (c) below, provided that such sale shall be only to Approved Transferees that execute and deliver to the Funding Lender, with a copy to the Governmental LenderLender and the Fiscal Agent, the Required Transferee Representations.
(c) Notwithstanding the other provisions of this Section 2.4: (i) no portion of the Governmental Lender Note and the Funding loan shall be sold in an amount that is less than $100,000, and (ii) no beneficial ownership interest in the Governmental Lender Note and Funding Loan shall be sold in an amount that is less than the Minimum Beneficial Ownership Amount. Notwithstanding the foregoing, an owner of beneficial interest in the Governmental Lender Note shall not be a Noteowner, and the Noteowners shall only be those Persons which are shown as the Noteowners on the registration books maintained by the Funding Lender pursuant to Section 2.4(e).
(d) No service charge shall be made for any sale or assignment of any portion of the Governmental Lender Note, but the Governmental Lender may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such sale or assignment. Such sums shall be paid in every instance by the purchaser or assignee of the Funding Loan or portion thereof.
(e) The Governmental Lender Note, or any interest therein, shall be in fully registered form transferable to subsequent owners only on the registration books which shall be maintained by the Funding Lender for such purpose and which shall be open to inspection by the Governmental Lender. The Governmental Lender Note shall not be transferred through the services of the Depository Trust Company or any other third party registrar. The Fiscal Agent acknowledges that the Funding Lender is the initial registered owner of the Governmental Lender Note and shall remain the sole registered owner of the Governmental Lender Note except as provided herein. The Funding Lender shall provide written notice to the Governmental Lender Fiscal Agent of any transfer by the Funding Lender of the Governmental Lender Note or any portion of or any interest of the Funding Lender in the Governmental Lender Note.
(f) The parties agree that no rating shall be sought from a rating agency with respect to the Funding Loan or the Governmental Lender Note.
Appears in 1 contract
Samples: Funding Loan Agreement
Required Transferee Representations; Participations; Sale and Assignment. (a) The Funding Lender shall deliver to the Governmental Lender and the Fiscal Agent the Required Transferee Representations in substantially the form attached hereto as Exhibit B on the Closing Date.
(b) The Funding Lender shall have the right to sell (i) the Governmental Lender Note Notes and the Funding Loan in the Authorized Amount, or (ii) any portion of or a participation interest in the Governmental Lender Note Notes and the Funding LoanLoan in the Minimum Beneficial Ownership Amount, to the extent permitted by clause (c) below, provided that such sale shall be only to Approved Transferees that execute and deliver to the Funding Lender, with a copy to the Governmental LenderLender and the Fiscal Agent, the Required Transferee Representations.
(c) Notwithstanding the other provisions of this Section 2.4: (i) no portion of , the Governmental Lender Note Notes and the Funding loan Loan shall not be sold in an amount that is less than $100,000the Authorized Amount, and (ii) no beneficial ownership interest in the Governmental Lender Note Notes and Funding Loan shall be sold in an amount that is less than the Minimum Beneficial Ownership Amount. Notwithstanding the foregoing, an owner of beneficial interest in the Governmental Lender Note shall not be a Noteowner, and the Noteowners shall only be those Persons which are shown as the Noteowners on the registration books maintained by the Funding Lender pursuant to Section 2.4(e).
(d) No service charge shall be made for any sale or assignment of any portion of the Governmental Lender NoteNotes, but the Governmental Lender may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such sale or assignment. Such sums shall be paid in every instance by the purchaser or assignee of the Funding Loan or portion thereof.
(e) The Governmental Lender NoteNotes, or any interest therein, shall be in fully registered form transferable to subsequent owners only on the registration books which shall be maintained by the Funding Lender for such purpose and which shall be open to inspection by the Governmental Lender. The Governmental Lender Note Notes shall not be transferred through the services of the Depository Trust Company or any other third party registrar. The Fiscal Agent acknowledges that the Funding Lender is the initial registered owner of the Governmental Lender Note Notes and shall remain the sole registered owner of the Governmental Lender Note Notes except as provided herein. The Funding Lender shall provide written notice to the Governmental Lender Fiscal Agent of any transfer by the Funding Lender of the Governmental Lender Note or any portion of Notes or any interest of the Funding Lender in the Governmental Lender NoteNotes.
(f) The parties agree that no rating shall be sought from a rating agency with respect to the Funding Loan or the Governmental Lender NoteNotes.
Appears in 1 contract
Samples: Funding Loan Agreement
Required Transferee Representations; Participations; Sale and Assignment. (a) The Funding Lender shall deliver to the Governmental Lender and the Fiscal Agent the Required Transferee Representations in substantially the form attached hereto as Exhibit B on the Closing Date.
(b) The Funding Lender shall have the right to sell (i) the Governmental Lender Note Notes and the Funding Loan or (ii) any portion of or a participation interest in the Governmental Lender Note Notes and the Funding Loan, to the extent permitted by clause (c) below, provided that such sale shall be only to Approved Transferees that execute and deliver to the Funding Lender, with a copy to the Governmental LenderLender and the Fiscal Agent, the Required Transferee Representations.
(c) Notwithstanding the other provisions of this Section 2.4: (i) no portion of the Governmental Lender Note and the Funding loan shall be sold in an amount that is less than $100,000, and (ii) no beneficial ownership interest in the Governmental Lender Note Notes and Funding Loan shall be sold in an amount that is less than the Minimum Beneficial Ownership Amount. Notwithstanding the foregoing, an owner of beneficial interest in the Governmental Lender Note shall not be a Noteowner, and the Noteowners shall only be those Persons which are shown as the Noteowners on the registration books maintained by the Funding Lender pursuant to Section 2.4(e).
(d) No service charge shall be made for any sale or assignment of any portion of the Governmental Lender NoteNotes, but the Governmental Lender may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such sale or assignment. Such sums shall be paid in every instance by the purchaser or assignee of the Funding Loan or portion thereof.
(e) The Governmental Lender NoteNotes, or any interest therein, shall be in fully registered form transferable to subsequent owners only on the registration books which shall be maintained by the Funding Lender for such purpose and which shall be open to inspection by the Governmental Lender. The Governmental Lender Note Notes shall not be transferred through the services of the Depository Trust Company or any other third party registrar. The Fiscal Agent acknowledges that the Funding Lender is the initial registered owner of the Governmental Lender Note Notes and shall remain the sole registered owner of the Governmental Lender Note Notes except as provided herein. The Funding Lender shall provide written notice to the Governmental Lender Fiscal Agent of any transfer by the Funding Lender of the Governmental Lender Note or any portion of Notes or any interest of the Funding Lender in the Governmental Lender NoteNotes.
(f) The parties agree that no rating shall be sought from a rating agency with respect to the Funding Loan or the Governmental Lender NoteNotes.
Appears in 1 contract
Samples: Funding Loan Agreement
Required Transferee Representations; Participations; Sale and Assignment. (a) The Funding Lender shall deliver to the Governmental Lender and the Fiscal Agent the Required Transferee Representations in substantially the form attached hereto as Exhibit B on the Closing Date.
(b) The Funding Lender shall have the right to sell (i) the Governmental Lender Note Notes and the Funding Loan or (ii) any portion of or a participation interest in the Governmental Lender Note Notes and the Funding Loan, to the extent permitted by clause (c) below, provided that such sale shall be only to Approved Transferees that execute and deliver to the Funding Lender, with a copy to the Governmental LenderLender and the Fiscal Agent, the Required Transferee Representations; provided, however, that no Required Transferee Representations shall be required to be delivered by transferees or beneficial interest holders described in clauses (3) or (4) of the definition of “Approved Transferee.”
(c) Notwithstanding the other provisions of this Section 2.4: (i) no portion of the Governmental Lender Note and the Funding loan shall be sold in an amount that is less than $100,000, and (ii) no beneficial ownership interest in the Governmental Lender Note Notes and Funding Loan shall be sold in an amount that is less than the Minimum Beneficial Ownership Amount. Notwithstanding the foregoing; provided, an owner of however, that beneficial interest ownership interests in the Governmental Lender Note shall not Notes and Funding Loan described in clause (3) of the definition of “Approved Transferee” may be a Noteowner, and sold in any amount without regard to the Noteowners shall only be those Persons which are shown as the Noteowners on the registration books maintained by the Funding Lender pursuant to Section 2.4(e)Minimum Beneficial Ownership Amount.
(d) No service charge shall be made for any sale or assignment of any portion of the Governmental Lender NoteNotes, but the Governmental Lender may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such sale or assignment. Such sums shall be paid in every instance by the purchaser or assignee of the Funding Loan or portion thereof.
(e) The Governmental Lender NoteNotes, or any interest therein, shall be in fully registered form transferable to subsequent owners only on the registration books which shall be maintained by the Funding Lender for such purpose and which shall be open to inspection by the Governmental Lender. The Governmental Lender Note Notes shall not be transferred through the services of the Depository Trust Company or any other third party registrar. The Fiscal Agent acknowledges that the Funding Lender is the initial registered owner of the Governmental Lender Note Notes and shall remain the sole registered owner of the Governmental Lender Note Notes except as provided herein. The Funding Lender shall provide written notice to the Governmental Lender Fiscal Agent of any transfer by the Funding Lender of the Governmental Lender Note or any portion of Notes or any interest of the Funding Lender in the Governmental Lender NoteNotes.
(f) The parties agree that no rating shall be sought from a rating agency with respect to the Funding Loan or the Governmental Lender NoteNotes.
Appears in 1 contract
Samples: Funding Loan Agreement
Required Transferee Representations; Participations; Sale and Assignment. (a) The Funding Lender shall deliver to the Governmental Lender the Required Transferee Representations in substantially the form attached hereto as Exhibit B on the Closing Date.
(b) The Funding Lender shall have the right to sell (i) the Governmental Lender Note and the Funding Loan or (ii) any portion of or a participation interest in the Governmental Lender Note and the Funding Loan, to the extent permitted by clause (cSection 2.5(c) below, ; provided that such sale shall be only to Approved Transferees that execute and deliver to the Funding Lender, with a copy to the Governmental Lender, the Required Transferee Representations, except that no Required Transferee Representations shall be required to be delivered by transferees or beneficial interest owners described in clause (iii) of the definition of “Approved Transferee.”
(c) Notwithstanding the other provisions of this Section 2.4: (i) no portion of the Governmental Lender Note and the Funding loan shall be sold in an amount that is less than $100,000, and (ii) no beneficial ownership interest in the Governmental Lender Note and Funding Loan shall be sold in an amount that is less than the Minimum Beneficial Ownership Amount. Notwithstanding the foregoingAmount provided, an owner of however, that beneficial interest ownership interests in the Governmental Lender Note shall not and Funding Loan described in clause (c) of the definition of “Approved Transferee” may be a Noteowner, and sold in any amount without regard to the Noteowners shall only be those Persons which are shown as the Noteowners on the registration books maintained by the Funding Lender pursuant to Section 2.4(e)Minimum Beneficial Ownership Amount.
(d) No service charge shall be made for any sale or assignment of any portion of the Governmental Lender Note, but the Governmental Lender may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such sale or assignment. Such sums shall be paid in every instance by the purchaser or assignee of the Funding Loan or portion thereof.
(e) The Governmental Lender Note, or any interest therein, shall be in fully fully-registered form transferable to subsequent owners only on the registration books which shall be maintained by the Funding Lender for such purpose and which shall be open to inspection by the Governmental Lender. The Governmental Lender Note shall not be transferred through the services of the Depository Trust Company or any other third party registrar. The Funding Lender is the initial registered owner of the Governmental Lender Note and shall remain the sole registered owner of the Governmental Lender Note except as provided herein. The Funding Lender shall provide written notice to the Governmental Lender of any transfer by the Funding Lender of the Governmental Lender Note or any portion of or any interest of the Funding Lender in the Governmental Lender Note.
(f) The parties agree that no rating shall be sought from a rating agency with respect to the Funding Loan or the Governmental Lender Note.
Appears in 1 contract
Samples: Funding Loan Agreement
Required Transferee Representations; Participations; Sale and Assignment. (a) The Funding Lender shall deliver to the Governmental Lender the Required Transferee Representations in substantially the form attached hereto as Exhibit B on the Closing Date.
(b) The Governmental Lender Note shall be fully registered as to principal and interest in the manner and with any additional designation as the Fiscal Agent deems necessary for the purpose of identifying the registered owner thereof. The Governmental Lender Note shall be transferable only on the registration books of the Fiscal Agent. The Fiscal Agent shall maintain books or other records showing the name and date of registration, address and employer identification number of the registered owner of the Governmental Lender Note, and any transfers of the Governmental Lender Note, as provided herein, which books shall be maintained by the Fiscal Agent and which shall be open to inspection by the Governmental Lender. The Governmental Lender Note shall initially be registered to the Funding Lender, and upon the Conversion Date, shall be registered to the then-holder of the Governmental Lender Note. The 4155-5656-5797.5 Governmental Lender Note shall not be transferred through the services of the Depository Trust Company or any other third party registrar.
(c) The Funding Lender may not sell or assign the Funding Loan and the Governmental Lender Note, except in whole to a transferee who agrees to become the “Funding Lender” under the Funding Loan Documents and assume all of the obligations and perform all of the duties of the Funding Lender thereunder, but the Funding Lender shall have the right to sell (i) the Governmental Lender Note and participation interests in the Funding Loan or (ii) any portion of or to grant a participation interest in the Funding Loan to an Approved Transferee; provided that the Funding Loan may be transferred, or any participation interest therein granted, only to an Approved Transferee that delivers a letter to the Governmental Lender Note and the Fiscal Agent substantially in the form attached hereto as Exhibit B setting forth certain representations with respect to such Approved Transferee (the “Required Transferee Representations Letter”). Notwithstanding the preceding sentence, no Required Transferee Representations shall be required for the Funding LoanLender to, as certified in writing by the Funding Lender (i) transfer the Funding Loan to any affiliate or other party related to the extent permitted by clause Funding Lender that is an Approved Transferee or (cii) belowsell or transfer the Funding Loan to a special purpose entity, provided a trust or a custodial or similar pooling arrangement from which the Funding Loan or securitized interests therein are not expected to be sold or transferred except to owners or beneficial owners thereof that such sale shall be only to are Approved Transferees that execute and who deliver to the Funding Lender, with a copy to the Governmental Lender, the a Required Transferee Representations.
(c) Representations Letter. Notwithstanding any sale or other transfer of any participation interests in the Funding Loan, the Governmental Lender and the Fiscal Agent shall be entitled to consider the Funding Lender as the sole holder of such interests for purposes of exercising any right or discharging any obligation of the Funding Lender, or the giving or receiving of any notice, waiver, consent or similar action in respect of the Funding Lender. In connection with any sale, assignment or transfer of the Funding Loan, the Funding Lender shall give notice of such sale, assignment or transfer to the Fiscal Agent and the Fiscal Agent shall record such sale, assignment or transfer on its books or other provisions records maintained for the registration of this Section 2.4: (i) no portion transfer of the Governmental Lender Note and the Funding loan shall be sold in an amount that is less than $100,000, and (ii) no beneficial ownership interest in the Governmental Lender Note and Funding Loan shall be sold in an amount that is less than the Minimum Beneficial Ownership Amount. Notwithstanding the foregoing, an owner of beneficial interest in the Governmental Lender Note shall not be a Noteowner, and the Noteowners shall only be those Persons which are shown as the Noteowners on the registration books maintained by the Funding Lender pursuant to Section 2.4(e)Note.
(d) No service charge shall be made for any sale or assignment of any portion of the Funding Loan or the Governmental Lender Note, but the Governmental Lender or the Fiscal Agent may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such sale or assignment. Such sums shall be paid in every instance by the purchaser or assignee of the Funding Loan or portion thereof.
(e) The Funding Lender shall indemnify and defend the Governmental Lender Note, and the Fiscal Agent against any claim brought by any transferor or any interest therein, shall be in fully registered form transferable to subsequent owners only on the registration books which shall be maintained by the Funding Lender for such purpose and which shall be open to inspection by the Governmental Lender. The Governmental Lender Note shall not be transferred through the services of the Depository Trust Company or any other third party registrar. The Funding Lender is the initial registered owner transferee of the Governmental Lender Note and shall remain in respect of the sole registered owner Funding Loan Documents or the Borrower Loan Documents in the event that the Funding Lender permits a transfer of the Governmental Lender Note except as provided herein. The Funding Lender shall provide written notice to the Governmental Lender of any transfer by the Funding Lender in violation of the Governmental Lender Note or any portion of or any interest of the Funding Lender restrictions in the Governmental Lender NoteSections 2.4(b) and (c) above.
(f) The parties agree that no rating shall be sought from a rating agency with respect to the Funding Loan or the Governmental Lender Note.. 4155-5656-5797.5
Appears in 1 contract
Samples: Funding Loan Agreement
