Successor Sponsor. If the Project will continue to exist but Sponsor terminates the Sponsor's fiscal sponsorship of the Project, the Project may identify another nonprofit corporation that is tax-exempt under IRC Section 501(c)(3), is not classified as a private foundation under Section 509(a), and that is willing and able to sponsor the Project (the "Successor"). If a Successor is found, the balance of assets held by the Sponsor for the Project, together with any other assets held or liabilities incurred by the Sponsor in connection with the Project, shall be transferred to the Successor as soon as administratively practicable, subject to the approval of any third parties (including funding sources) that may be required. If the Project has formed a new organization qualified to be a Successor as set forth in this Paragraph, such organization shall be eligible to receive all such assets and liabilities so long as such organization has received a determination letter from the Internal Revenue Service which states the new organization is exempt from federal tax under section 501(c)(3) of the Internal Revenue Code. If no Successor is found, the Sponsor may allocate the Project's assets and liabilities in any manner consistent with applicable tax and charitable trust laws and other obligations.
Successor Sponsor. If a party other than Xxxxxxx Mac is the Sponsor and the Sponsor wishes to assign its rights and obligations under the Series Certificate Agreement to another Person and Xxxxxxx Mac provides its prior written consent, the Sponsor will provide notice to the Administrator, the Remarketing Agent and each applicable Rating Agency, together with the written consent of Xxxxxxx Mac which shall not be unreasonably withheld, at least 10 Business Days prior to the proposed effective date of such assignment. Such notice (a “Successor Sponsor Notice”) will set forth (A) a brief statement that the Sponsor is assigning its rights and obligations hereunder to the successor Sponsor named therein and (B) the proposed effective date of such assignment. When the Administrator has received the Successor Sponsor Notice, with the required Xxxxxxx Mac consent, the assignment of the Sponsor to its successor will be irrevocable and will take place on the proposed date set forth in the Successor Sponsor Notice. The Administrator shall, promptly after its receipt of a Successor Sponsor Notice, provide notice of the same to the Registered Holders of the Class A Certificates.
Successor Sponsor. Co-Sponsor acknowledges and agrees that upon the effectiveness of Sponsor’s withdrawal in accordance with Section 6.9 of the Trust Agreement, Co-Sponsor will automatically be appointed successor Sponsor and will perform such duties for the Trust as set forth in Article VI of the Trust Agreement in accordance with Sponsor’s best judgment and as outlined in the Trust’s then-current registration statement filed with the U.S. Securities and Exchange Commission (“SEC”). The Trust and the Co-Sponsor hereby agree that upon the effectiveness of the Sponsor’s withdrawal pursuant to Section 6.9 of the Trust Agreement, the Sponsor Agreement, dated as of December 28, 2023 by and between the Sponsor and the Trust (the “Sponsor Agreement”), shall apply to Trust and the Co-Sponsor, mutatis mutandis, replacing the Sponsor with the Co-Sponsor where applicable.
Successor Sponsor. If a party other than Xxxxxxx Mac is the Sponsor and the Sponsor wishes to assign its rights and obligations under the Series Certificate Agreement to another Person and Xxxxxxx Mac provides its prior written consent, the Sponsor will provide notice to the Administrator, the Remarketing Agent and each applicable Rating Agency, together with the written consent of Xxxxxxx Mac, which shall not be unreasonably withheld, at least 10 Business Days prior to the proposed effective date of such assignment. Such notice (a “Successor Sponsor Notice”) will set forth (A) a brief statement that the Sponsor is assigning its rights and obligations hereunder to the successor Sponsor named therein and (B) the proposed effective date of such assignment. When the Administrator has received the Successor Sponsor Notice, with the required Xxxxxxx Mac consent, the assignment of the Sponsor to its successor will be irrevocable and will take place on the proposed date set forth in the Successor Sponsor Notice. The Administrator shall, promptly after its receipt of a Successor Sponsor Notice, provide notice of the same to the Registered Holders of the Class A Certificates.
