Common use of Transfer of Junior Loan or Senior Loan Clause in Contracts

Transfer of Junior Loan or Senior Loan. Junior Lender shall not Transfer more than 49% of its beneficial interest in the Junior Loan unless (i) a Rating Agency Confirmation has been given with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes of this Agreement, or (ii) a regulator or regulators of Junior Lender require Junior Lender to Transfer all or a part of the Junior Loan, in which case such Transfer will be to a Qualified Transferee. Any such transferee must assume in writing the obligations of Junior Lender hereunder and agree to be bound by the terms and provisions hereof. Such proposed transferee shall also remake each of the representations and warranties contained herein for the benefit of the Senior Lender. At least five (5) days prior to a transfer to a Qualified Transferee, the Junior Lender shall provide to Senior Lender and, if any Certificates are outstanding, to the Rating Agencies, a certification that such transfer will be made in accordance with this Section 4, such certification to include the name and contact information of the Qualified Transferee. If more than one Person shall hold a direct interest in the Junior Loan, the holder(s) of more than 50% of the principal amount of the Junior Loan shall designate by written notice to Senior Lender one of such Persons (the “Directing Junior Lender”) to act on behalf of all such Persons holding an interest in the Junior Loan. The Directing Junior Lender shall have the sole right to receive any notices which are required to be given or which may be given to Junior Lender pursuant to this Agreement and to exercise the rights and power given to Junior Lender hereunder, including any approval rights of Junior Lender; provided, that until the Directing Junior Lender has been so designated, the last Person known to the Senior Lender to hold more than 50% of the principal amount of the Junior Loan shall be deemed to be the Directing Junior Lender. Once the Directing Junior Lender has been designated hereunder, Senior Lender shall be entitled to rely on such designation until it has received written notice from the holder(s) of more than 50% of the principal amount of the Junior Loan of the designation of a different Person to act as the Directing Junior Lender. Junior Lender acknowledges that any Rating Agency Confirmation may be granted or denied by the Rating Agencies in their sole and absolute discretion and that such Rating Agencies may charge customary fees in connection with any such action. Senior Lender may, from time to time, in its sole discretion Transfer all or any of the Senior Loan or any interest therein, and notwithstanding any such Transfer or subsequent Transfer, the Senior Loan and the Senior Loan Documents shall be and remain a senior obligation in the respects set forth in this Agreement with respect to the Junior Loan and the Junior Loan Documents in accordance with the terms and provisions of this Agreement. Notwithstanding anything in this Agreement to the contrary, Junior Lender may, from time to time, in its sole discretion Transfer all of the Junior Loan to Xxxxxxx Mac. If the Junior Loan is transferred to Xxxxxxx Mac, Junior Lender shall not be required to comply with Section 4(a) or (b), and the terms of this Section 4 shall be deemed to have been satisfied with respect to such Transfer to Xxxxxxx Mac. Upon Xxxxxxx Mac’s purchase of the Junior Loan, Xxxxxxx Mac will execute the Allonge attached hereto as Exhibit E for the benefit of the Senior Lender.

Transfer of Junior Loan or Senior Loan. Junior Lender shall not Transfer more than 49% of its beneficial interest in the Junior Loan unless (i) such Transfer is to a Qualified Transferee or (ii) a Rating Agency Confirmation has been given with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes of this Agreement, or (ii) a regulator or regulators of Junior Lender require Junior Lender to Transfer all or a part of the Junior Loan, in which case such Transfer will be to a Qualified Transferee. Any such transferee must assume in writing the obligations of Junior Lender hereunder and agree to be bound by the terms and provisions hereof. Such proposed transferee shall also remake each of the representations and warranties contained herein for the benefit of the Senior Lender. At least five (5) days prior to a transfer to a Qualified Transferee, the Junior Lender shall provide to Senior Lender and, if any Certificates are outstanding, to the Rating Agencies, a certification that such transfer will be made in accordance with this Section 4, such certification to include the name and contact information of the Qualified Transferee. If more than one Person shall hold a direct interest in the Junior Loan, the holder(s) of more than 50% of the principal amount of the Junior Loan shall designate by written notice to Senior Lender one of such Persons (the “Directing Junior Lender”) to act on behalf of all such Persons holding an interest in the Junior Loan. The Directing Junior Lender shall have the sole right to receive any notices which are required to be given or which may be given to Junior Lender pursuant to this Agreement and to exercise the rights and power given to Junior Lender hereunder, including any approval rights of Junior Lender; provided, that until the Directing Junior Lender has been so designated, the last Person known to the Senior Lender to hold more than 50% of the principal amount of the Junior Loan shall be deemed to be the Directing Junior Lender. Once the Directing Junior Lender has been designated hereunder, Senior Lender shall be entitled to rely on such designation until it has received written notice from the holder(s) of more than 50% of the principal amount of the Junior Loan of the designation of a different Person to act as the Directing Junior Lender. Junior Lender acknowledges that any Rating Agency Confirmation may be granted or denied by the Rating Agencies in their sole and absolute discretion and that such Rating Agencies may charge customary fees in connection with any such action. Senior Lender may, from time to time, in its sole discretion Transfer all or any of the Senior Loan or any interest therein, and notwithstanding any such Transfer or subsequent Transfer, the Senior Loan and the Senior Loan Documents shall be and remain a senior obligation in the respects set forth in this Agreement with respect to the Junior Loan and the Junior Loan Documents in accordance with the terms and provisions of this Agreement. Notwithstanding anything in this Agreement to the contrary, Junior Lender may, from time to time, in its sole discretion Transfer all of the Junior Loan to Xxxxxxx Mac. If the Junior Loan is transferred to Xxxxxxx Mac, Junior Lender shall not be required to comply with Section 4(a) or (b), and the terms of this Section 4 shall be deemed to have been satisfied with respect to such Transfer to Xxxxxxx Mac. Upon Xxxxxxx Mac’s purchase of the Junior Loan, Xxxxxxx Mac will execute the Allonge attached hereto as Exhibit E for the benefit of the Senior Lender.

Transfer of Junior Loan or Senior Loan. Junior Lender shall not Transfer more than 49% of its beneficial interest in the Junior Loan unless (i) such Transfer is to a Qualified Transferee or (ii) a Rating Agency Confirmation has been given with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes of this Agreement, or (ii) a regulator or regulators of Junior Lender require Junior Lender to Transfer all or a part of the Junior Loan, in which case such Transfer will be to a Qualified Transferee. Any such transferee must assume in writing the obligations of Junior Lender hereunder and agree to be bound by the terms and provisions hereof. Such proposed transferee shall also remake each of the representations and warranties contained herein for the benefit of the Senior Lender. At least five (5) days prior to a transfer to a Qualified Transferee, the Junior Lender shall provide to Senior Lender and, if any Certificates are outstanding, to the Rating Agencies, a certification that such transfer will be made in accordance with this Section 4, such certification to include the name and contact information of the Qualified Transferee. If more than one Person shall hold a direct interest in the Junior Loan, the holder(s) of more than 50% of the principal amount of the Junior Loan shall designate by written notice to Senior Lender one of such Persons (the “Directing Junior Lender”) to act on behalf of all such Persons holding an interest in the Junior Loan. The Directing Junior Lender shall have the sole right to receive any notices which are required to be given or which may be given to Junior Lender pursuant to this Agreement and to exercise the rights and power given to Junior Lender hereunder, including any approval rights of Junior Lender; provided, that until the Directing Junior Lender has been so designated, the last Person known to the Senior Lender to hold more than 50% of the principal amount of the Junior Loan shall be deemed to be the Directing Junior Lender. Once the Directing Junior Lender has been designated hereunder, Senior Lender shall be entitled to rely on such designation until it has received written notice from the holder(s) of more than 50% of the principal amount of the Junior Loan of the designation of a different Person to act as the Directing Junior Lender. Junior Lender acknowledges that any Rating Agency Confirmation may be granted or denied by the Rating Agencies in their sole and absolute discretion and that such Rating Agencies may charge customary fees in connection with any such action. Senior Lender may, from time to time, in its sole discretion Transfer all or any of the Senior Loan or any interest therein, and notwithstanding any such Transfer or subsequent Transfer, the Senior Loan and the Senior Loan Documents shall be and remain a senior obligation in the respects set forth in this Agreement with respect to the Junior Loan and the Junior Loan Documents in accordance with the terms and provisions of this Agreement. Notwithstanding anything in this Agreement to the contrary, Junior Lender may, from time to time, in its sole discretion discretion, Transfer all of the Junior Loan to Xxxxxxx Mac. If the Junior Loan is transferred to Xxxxxxx Mac, Xxxxxxx Mac hereby agrees Junior Lender shall not be required to comply with Section 4(a) or (b), and the terms of this Section 4 shall be deemed to have been satisfied with respect to such Transfer to Xxxxxxx Mac. Upon Xxxxxxx Mac’s purchase of the Junior Loan, Mac and Xxxxxxx Mac will execute the Allonge attached hereto as Exhibit E hereby agrees, for the benefit of the Senior Lender, to be bound by and accept the terms and conditions of this Agreement as Junior Lender with respect to the Junior Loan on and after the date of such Transfer of the Junior Loan to Xxxxxxx Mac.

Transfer of Junior Loan or Senior Loan. Junior Lender shall not Transfer more than 49% of its beneficial interest in the Junior Loan unless (i) such Transfer is to a Qualified Transferee or (ii) a Rating Agency Confirmation has been given with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes of this Agreement, or (ii) a regulator or regulators of Junior Lender require Junior Lender to Transfer all or a part of the Junior Loan, in which case such Transfer will be to a Qualified Transferee. Any such transferee must assume in writing the obligations of Junior Lender Xxxxxx Xxxxxx hereunder and agree to be bound by the terms and provisions hereof. Such proposed transferee shall also remake each of the representations and warranties contained herein for the benefit of the Senior Lender. At least five (5) days prior to a transfer to a Qualified Transferee, the Junior Lender shall provide to Senior Lender and, if any Certificates are outstanding, to the Rating Agencies, a certification that such transfer will be made in accordance with this Section 4, such certification to include the name and contact information of the Qualified Transferee. If more than one Person shall hold a direct interest in the Junior Loan, the holder(s) of more than 50% of the principal amount of the Junior Loan shall designate by written notice to Senior Lender one of such Persons (the “Directing Junior Lender”) to act on behalf of all such Persons holding an interest in the Junior Loan. The Directing Junior Lender shall have the sole right to receive any notices which are required to be given or which may be given to Junior Lender pursuant to this Agreement and to exercise the rights and power given to Junior Lender hereunder, including any approval rights of Junior Lender; provided, that until the Directing Junior Lender has been so designated, the last Person known to the Senior Lender to hold more than 50% of the principal amount of the Junior Loan shall be deemed to be the Directing Junior Lender. Once the Directing Junior Lender has been designated hereunder, Senior Lender shall be entitled to rely on such designation until it has received written notice from the holder(s) of more than 50% of the principal amount of the Junior Loan of the designation of a different Person to act as the Directing Junior Lender. Junior Lender Xxxxxx Xxxxxx acknowledges that any Rating Agency Confirmation may be granted or denied by the Rating Agencies in their sole and absolute discretion and that such Rating Agencies may charge customary fees in connection with any such action. Senior Lender may, from time to time, in its sole discretion Transfer all or any of the Senior Loan or any interest therein, and notwithstanding any such Transfer or subsequent Transfer, the Senior Loan and the Senior Loan Documents shall be and remain a senior obligation in the respects set forth in this Agreement with respect to the Junior Loan and the Junior Loan Documents in accordance with the terms and provisions of this Agreement. Notwithstanding anything in this Agreement to the contrary, Junior Lender may, from time to time, in its sole discretion discretion, Transfer all of the Junior Loan to Xxxxxxx Freddie Mac. If the Junior Loan is transferred to Xxxxxxx Freddie Mac, Freddie Mac hereby agrees Junior Lender shall not be required to comply with Section 4(a) or (b), and the terms of this Section 4 shall be deemed to have been satisfied with respect to such Transfer to Xxxxxxx Mac. Upon Xxxxxxx Mac’s purchase of the Junior LoanFreddie Mac and Freddie Mac hereby agrees, Xxxxxxx Mac will execute the Allonge attached hereto as Exhibit E for the benefit of the Senior Lender, to be bound by and accept the terms and conditions of this Agreement as Junior Lender with respect to the Junior Loan on and after the date of such Transfer of the Junior Loan to Freddie Mac.

Transfer of Junior Loan or Senior Loan. Junior Lender shall not Transfer more than 49% of its beneficial interest in the Junior Loan unless (i) such Transfer is to a Qualified Transferee or (ii) a Rating Agency Confirmation has been given with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes of this Agreement, or (ii) a regulator or regulators of Junior Lender require Junior Lender to Transfer all or a part of the Junior Loan, in which case such Transfer will be to a Qualified Transferee. Any such transferee must assume in writing the obligations of Junior Lender hereunder and agree to be bound by the terms and provisions hereof. Such proposed transferee shall also remake each of the representations and warranties contained herein for the benefit of the Senior Lender. At least five (5) days prior to a transfer to a Qualified Transferee, the Junior Lender shall provide to Senior Lender and, if any Certificates are outstanding, to the Rating Agencies, a certification that such transfer will be made in accordance with this Section 4, such certification to include the name and contact information of the Qualified Transferee. If more than one Person shall hold a direct interest in the Junior Loan, the holder(s) of more than 50% of the principal amount of the Junior Loan shall designate by written notice to Senior Lender one of such Persons (the “Directing Junior Lender”) to act on behalf of all such Persons holding an interest in the Junior Loan. The Directing Junior Lender shall have the sole right to receive any notices which are required to be given or which may be given to Junior Lender pursuant to this Agreement and to exercise the rights and power given to Junior Lender hereunder, including any approval rights of Junior Lender; provided, that until the Directing Junior Lender has been so designated, the last Person known to the Senior Lender to hold more than 50% of the principal amount of the Junior Loan shall be deemed to be the Directing Junior Lender. Once the Directing Junior Lender has been designated hereunder, Senior Lender shall be entitled to rely on such designation until it has received written notice from the holder(s) of more than 50% of the principal amount of the Junior Loan of the designation of a different Person to act as the Directing Junior Lender. Junior Lender acknowledges that any Rating Agency Confirmation may be granted or denied by the Rating Agencies in their sole and absolute discretion and that such Rating Agencies may charge customary fees in connection with any such action. Senior Lender may, from time to time, in its sole discretion Transfer all or any of the Senior Loan or any interest therein, and notwithstanding any such Transfer or subsequent Transfer, the Senior Loan and the Senior Loan Documents shall be and remain a senior obligation in the respects set forth in this Agreement with respect to the Junior Loan and the Junior Loan Documents in accordance with the terms and provisions of this Agreement. Notwithstanding anything in this Agreement to the contrary, Junior Lender may, from time to time, in its sole discretion discretion, Transfer all of the Junior Loan to Xxxxxxx Mac. If the Junior Loan is transferred to Xxxxxxx Mac, Junior Lender shall not be required to comply with Section 4(a) or (b), and the terms of this Section 4 shall be deemed to have been satisfied with respect to such Transfer to Xxxxxxx Mac. Upon Xxxxxxx Mac’s purchase of the Junior Loan, Xxxxxxx Mac will execute the Allonge Consent and Ratification attached hereto as Exhibit E for the benefit of the Senior Lender.

Transfer of Junior Loan or Senior Loan. Junior Lender shall not Transfer more than 49% of its beneficial interest in the Junior Loan unless (i) such Transfer is to a Qualified Transferee or (ii) a Rating Agency Confirmation has been given with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes of this Agreement, or (ii) a regulator or regulators of Junior Lender require Junior Lender to Transfer all or a part of the Junior Loan, in which case such Transfer will be to a Qualified Transferee. Any such transferee must assume in writing the obligations of Junior Lender hereunder and agree to be bound by the terms and provisions hereof. Such proposed transferee shall also remake each of the representations and warranties contained herein for the benefit of the Senior Lender. At least five (5) days prior to a transfer to a Qualified Transferee, the Junior Lender shall provide to Senior Lender and, if any Certificates are outstanding, to the Rating Agencies, a certification that such transfer will be made in accordance with this Section 4, such certification to include the name and contact information of the Qualified Transferee. If more than one Person shall hold a direct interest in the Junior Loan, the holder(s) of more than 50% of the principal amount of the Junior Loan shall designate by written notice to Senior Lender one of such Persons (the “Directing Junior Lender”) to act on behalf of all such Persons holding an interest in the Junior Loan. The Directing Junior Lender shall have the sole right to receive any notices which are required to be given or which may be given to Junior Lender pursuant to this Agreement and to exercise the rights and power given to Junior Lender hereunder, including any approval rights of Junior Lender; provided, that until the Directing Junior Lender has been so designated, the last Person known to the Senior Lender to hold more than 50% of the principal amount of the Junior Loan shall be deemed to be the Directing Junior Lender. Once the Directing Junior Lender has been designated hereunder, Senior Lender shall be entitled to rely on such designation until it has received written notice from the holder(s) of more than 50% of the principal amount of the Junior Loan of the designation of a different Person to act as the Directing Junior Lender. Junior Lender acknowledges that any Rating Agency Confirmation may be granted or denied by the Rating Agencies in their sole and absolute discretion and that such Rating Agencies may charge customary fees in connection with any such action. Senior Lender may, from time to time, in its sole discretion Transfer all or any of the Senior Loan or any interest therein, and notwithstanding any such Transfer or subsequent Transfer, the Senior Loan and the Senior Loan Documents shall be and remain a senior obligation in the respects set forth in this Agreement with respect to the Junior Loan and the Junior Loan Documents in accordance with the terms and provisions of this Agreement. Notwithstanding anything in this Agreement to the contrary, Junior Lender may, from time to time, in its sole discretion discretion, Transfer all of the Junior Loan to Xxxxxxx Mac. If the Junior Loan is transferred to Xxxxxxx Mac, Junior Lender shall not be required to comply with Section 4(a) or (b), and the terms of this Section 4 shall be deemed to have been satisfied with respect to such Transfer to Xxxxxxx Mac. Upon Xxxxxxx Mac’s purchase of the Junior Loan, Xxxxxxx Mac will execute the Allonge attached hereto as Exhibit E for the benefit of the Senior Lender.

Transfer of Junior Loan or Senior Loan. Junior Lender shall not Transfer more than 49% of its beneficial interest in the Junior Loan unless (i) such Transfer is to a Qualified Transferee or (ii) a Rating Agency Confirmation has been given with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes of this Agreement, or (ii) a regulator or regulators of Junior Lender require Junior Lender to Transfer all or a part of the Junior Loan, in which case such Transfer will be to a Qualified Transferee. Any such transferee must assume in writing the obligations of Junior Lender Xxxxxx Xxxxxx hereunder and agree to be bound by the terms and provisions hereof. Such proposed transferee shall also remake each of the representations and warranties contained herein for the benefit of the Senior Lender. At least five (5) days prior to a transfer to a Qualified Transferee, the Junior Lender shall provide to Senior Lender and, if any Certificates are outstanding, to the Rating Agencies, a certification that such transfer will be made in accordance with this Section 4, such certification to include the name and contact information of the Qualified Transferee. If more than one Person shall hold a direct interest in the Junior Loan, the holder(s) of more than 50% of the principal amount of the Junior Loan shall designate by written notice to Senior Lender one of such Persons (the “Directing Junior Lender”) to act on behalf of all such Persons holding an interest in the Junior Loan. The Directing Junior Lender shall have the sole right to receive any notices which are required to be given or which may be given to Junior Lender pursuant to this Agreement and to exercise the rights and power given to Junior Lender hereunder, including any approval rights of Junior Lender; provided, that until the Directing Junior Lender has been so designated, the last Person known to the Senior Lender to hold more than 50% of the principal amount of the Junior Loan shall be deemed to be the Directing Junior Lender. Once the Directing Junior Lender has been designated hereunder, Senior Lender shall be entitled to rely on such designation until it has received written notice from the holder(s) of more than 50% of the principal amount of the Junior Loan of the designation of a different Person to act as the Directing Junior Lender. Junior Lender Xxxxxx Xxxxxx acknowledges that any Rating Agency Confirmation may be granted or denied by the Rating Agencies in their sole and absolute discretion and that such Rating Agencies may charge customary fees in connection with any such action. Senior Lender may, from time to time, in its sole discretion Transfer all or any of the Senior Funding Loan or any interest thereintherein (together with the Senior Lender’s corresponding beneficial interest in the Project Loan) (subject only to the terms of the Senior Loan Documents), and notwithstanding any such Transfer or subsequent Transfer, the Senior Loan and the Senior Loan Documents shall be and remain a senior obligation in the respects set forth in this Agreement with respect to the Junior Loan and the Junior Loan Documents in accordance with the terms and provisions of this Agreement. Notwithstanding anything in this Agreement to the contrary, Junior Lender may, from time to time, in its sole discretion Transfer all of the Junior Loan to Xxxxxxx Freddie Mac. If the Junior Loan is transferred to Xxxxxxx Freddie Mac, Junior Lender shall not be required to comply with Section 4(a) or (b), and the terms of this Section 4 shall be deemed to have been satisfied with respect to such Transfer to Xxxxxxx Freddie Mac. Upon Xxxxxxx Freddie Mac’s purchase of the Junior Loan, Xxxxxxx Freddie Mac will execute the Allonge attached hereto as Exhibit E for the benefit of the Senior Lender.