Participation A-2 definition
Examples of Participation A-2 in a sentence
Subject to the terms and conditions of this Agreement, the Participation A-2 Holder, the Participation IO A-1 Holder and the Participation IO A-2 Holder shall, from time to time, execute such documents as the Participation A-1 Holder (or any such Agent) shall reasonably require to evidence such assignment with respect to the rights described in clause (iii) of the first sentence in this Section 17(a).
Participation A-1 Holder shall retain the Property Manager to complete the construction of and operate the REO Property, and sell the Condominium Units, on behalf of the Participation A-1 Holder and the Participation A-2 Holder pursuant to a property management agreement acceptable to the Participation A-1 Holder and the Participation A-2 Holder (the “Management Agreement”), and shall supervise the Property Manager in a manner consistent with prudent institutional investment practices.
Neither Participation A-1 nor Participation A-2 shall be deemed to be a security within the meaning of the Securities Act of 1933 or the Securities Exchange Act of 1934.
The Participation A-2 Holder and the Participation IO A-2 Holder hereby unconditionally and absolutely release the Agent from any liability to the Participation A-2 Holder or the Participation IO A-2 Holder, as may be applicable, on account of the Agent’s compliance with any Redirection Notice reasonably believed by the Agent to have been delivered by Loan Pledgee.
The Holders acknowledge and agree that the Mezzanine Loan represents a single “claim” under Section 101 of the Bankruptcy Code, and that the Participation A-2 Holder would not be a separate creditor of the Borrower under the Bankruptcy Code.
The obligations of the Participation A-1 Holder, the Participation A-2 Holder, the Participation IO A-1 Holder and the Participation IO A-2 Holder under this Section 6 constitute absolute, unconditional and continuing obligations and any such Agent shall be deemed a third party beneficiary of these provisions.
Participation A-2 Holder, Participation IO A-1 Holder and Participation IO A-2 Holder each expressly and irrevocably waives for itself and any Person claiming through or under such Holder any and all rights that it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar law which purports to give a junior loan participant the right to initiate any loan enforcement or foreclosure proceedings.
The parties hereto acknowledge and agree that, as of the date hereof, Participation A-1 has a Participation Principal Balance of $58,082,394.30 and Participation A-2 has a Participation Principal Balance of $200,000,000.
No other transfer of any portion of the Future Funding Obligations by the Participation A-1 Holder or the Participation A-2 Holder or its successors shall be permitted.
On the date hereof, on the terms and conditions set forth herein, the Lender created Participation A-1 and Participation A-2, will retain Participation A-1 and sell Participation A-2 to Initial A-2 Holder.