Participation A-2 Holder definition
Examples of Participation A-2 Holder in a sentence
Each of the Participation A-1 Holder, the Participation A-2 Holder, the Participation IO A-1 Holder or the Participation IO A-2 Holder, agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Agent.
The Participation A-2 Holder, the Participation IO A-1 Holder and the Participation IO A-2 Holder acknowledge that such Holder has, independently and without reliance upon any other Holder and based on such documents and information as such Holder has deemed appropriate, made such Holder’s own credit analysis and decision to purchase its Participation.
Neither Participation A-1 Holder nor any other Holder intends for the Participation Interests contemplated under this Agreement to be, or for any purpose, be characterized as, loans by Participation A-2 Holder to Participation A-1 Holder.
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 Participation A-2 Holder shall have no interest in any property taken as security for the Mezzanine Loan; provided, however, that if any such property or the proceeds thereof shall be applied in reduction of the Mezzanine Loan Principal Balance, then the Participation A-2 Holder shall be entitled to receive its pro rata share of such application in accordance with the terms of this Agreement.
Any such transferee must assume in writing the obligations of the Participation A-1 Holder or Participation A-2 Holder, as the case may be (the “Transferring Holder”) hereunder and agree to be bound by the terms and provisions hereof.
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.
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 Initial Participation A-2 Holder shall acquire Participation A-2 for the “Participation A-2 Purchase Price” set forth on the Mezzanine Loan Schedule, by wire transfer to or at the direction of Rodin of immediately available funds in an amount equal to the “Participation A-2 Purchase Price” set forth on the Mezzanine Loan Schedule (which purchase shall be deemed effective only upon Rodin’s or its designee’s receipt of such funds).
This Agreement shall not be deemed to represent (a) a pledge of any interest in the Mezzanine Loan by Participation A-1 Holder to the Participation A-2 Holder or (b) a loan from the Participation A-2 Holder to the Participation A-1 Holder.