Common use of Transfer of Note Clause in Contracts

Transfer of Note. This Note has not been and is not being registered under the provisions of the 1933 Act or any state securities laws and this Note may not be transferred prior to the date that is two years after the Issuance Date unless (1) such transferee is (x) an "accredited investor" (as defined in Regulation D under the 1933 Act) or (y) a QIB in a transfer that meets the requirements of Rule 144A and (2) the Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that this Note may be sold or transferred without registration under the 1933 Act. Before any such transfer prior to the date that is two years after the Issuance Date, such transferee shall have represented in writing to the Company that such transferee has requested and received from the Company all information relating to the business, properties, operations, condition (financial or other), results of operations or financial prospects of the Company and the Subsidiaries deemed relevant by such transferee; that such transferee has been afforded the opportunity to ask questions of the Company concerning the foregoing and has had the opportunity to obtain and review the reports and other information concerning the Company which at the time of such transfer have been filed by the Company with the SEC pursuant to the 1934 Act. In addition, this Note may not be transferred (except by operation of law) without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed; provided, however, that (a) such consent of the Company shall not be required for (1) any transfer after the occurrence of an Event of Default if any Event of Default shall be continuing or a Repurchase Event shall have occurred and (2) any transfer to an Affiliate of the Holder or any Person who is an investment fund which has the same investment adviser as the Holder or whose investment adviser is an Affiliate of the Holder's investment adviser and (b) in the case of a proposed transfer of this Note to a Person (other than a Person described in the preceding clause (a) of this proviso) the Company reasonably determines is one of its competitors, is a Person with whom the Company is or has been opposed in a dispute in litigation, or is a Person with whom the Company is engaged in a significant business dispute, the Company may withhold its consent in its sole discretion and shall so notify the Holder promptly.

Transfer of Note. This Note has not been and is not being registered under the provisions of the 1933 Act or any state securities laws and this Note may not be transferred prior to the date that is two years after the Issuance Date unless (1) such the transferee is an Affiliate or pledgee of the Holder, (x2) the transferee is an "accredited investor" (as defined in Regulation D under the 1933 Act) or (y) a QIB in a transfer that meets the requirements of Rule 144A Act and (23) the Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that this Note may be sold or transferred without registration under the 1933 Actpursuant to an exemption from such registration. Before Prior to any such transfer prior to the date that is two years after the Issuance Datetransfer, such transferee shall (x) have made written representations and warranties to and covenants with the Company with respect to such transferee in the form of Sections 3(a), 3(c), 5(a) and 5(b) of the Note Purchase Agreement, and (y) shall have further represented in writing to the Company that such transferee has requested and received from the Company all information relating to the business, properties, operations, condition (financial or other), results of operations or financial prospects of the Company and the Subsidiaries deemed relevant by such transferee; that such transferee has been afforded the opportunity to ask questions of the Company concerning the foregoing and has had the opportunity to obtain and review the Registration Statement and the prospectus included therein, each as amended or supplemented to the date of transfer to such transferee, and the reports and other information concerning the Company which at the time of such transfer have been filed by the Company with the SEC pursuant to the 1934 Act. In addition, this Note may not be transferred (except Act and which are incorporated by operation of law) without the prior written consent reference in such prospectus as of the Companydate of such transfer. Upon the transferee's compliance with its obligations in the immediately preceding sentence, which consent shall not be unreasonably withheld or delayed; provided, however, that (a) such consent of the Company shall not be required for (1make written covenants with such transferee in the form of Sections 5(a) any transfer after the occurrence of an Event of Default if any Event of Default shall be continuing or a Repurchase Event shall have occurred and (25(b) any transfer to an Affiliate of the Holder or any Person who is an investment fund which has the same investment adviser as the Holder or whose investment adviser is an Affiliate of the Holder's investment adviser and (b) in the case of a proposed transfer of this Note to a Person (other than a Person described in the preceding clause (a) of this proviso) the Company reasonably determines is one of its competitors, is a Person with whom the Company is or has been opposed in a dispute in litigation, or is a Person with whom the Company is engaged in a significant business dispute, the Company may withhold its consent in its sole discretion and shall so notify the Holder promptlyPurchase Agreement.

Transfer of Note. This Note has not been and is not being registered under the provisions of the 1933 Act or any state securities laws and this Note may not be transferred prior to the date that is two years after the Issuance Date unless (1) such transferee is (x) an "“accredited investor" ” (as defined in Regulation D under the 1933 Act) or (y) a QIB in a transfer that meets the requirements of Rule 144A and (2) the Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that this Note may be sold or transferred without registration under the 1933 Act. Before any such transfer prior to the date that is two years after the Issuance Date, such transferee shall have represented in writing to the Company that such transferee has requested and received from the Company all information relating to the business, properties, operations, condition (financial or other), results of operations or financial prospects of the Company and the Subsidiaries deemed relevant by such transferee; that such transferee has been afforded the opportunity to ask questions of the Company concerning the foregoing and has had the opportunity to obtain and review the reports and other information concerning the Company which at the time of such transfer have been filed by the Company with the SEC pursuant to the 1934 Act. In addition, this Note may not be transferred (except by operation of law) without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed; provided, however, that (a) such consent of the Company shall not be required for (1) any transfer after the occurrence of an Event of Default if any Event of Default shall be continuing or a Repurchase Event shall have occurred and (2) any transfer to an Affiliate of the Holder or any Person who is an investment fund which has the same investment adviser as the Holder or whose investment adviser is an Affiliate of the Holder's ’s investment adviser and (b) in the case of a proposed transfer of this Note to a Person (other than a Person described in the preceding clause (a) of this proviso) the Company reasonably determines is one of its competitors, is a Person with whom the Company is or has been opposed in a dispute in litigation, or is a Person with whom the Company is engaged in a significant business dispute, the Company may withhold its consent in its sole discretion and shall so notify the Holder promptly.

Transfer of Note. This Note has not been Holder may, at no expense to Maker or the Nonrecourse Indemnitor, at any time without notice: (i) sell, transfer or assign this Note, the Mortgage and is not being registered under the provisions of the 1933 Act Related Agreements, and any or any state securities laws and all servicing rights with respect to this Note, or (ii) grant participations in this Note may not be transferred prior to the date that is two years after the Issuance Date unless (1) such transferee is (x) an "accredited investor" (as defined in Regulation D under the 1933 Act) or (yiii) issue mortgage pass-through certificates or other securities (“Securitizations”) evidencing a QIB beneficial interest in a transfer that meets the requirements of Rule 144A and (2) the this Note. In connection with any such sale, transfer, or assignment, Holder shall have delivered the right from time to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance time to the Company, to the effect that sever this Note (and any other note(s) evidencing this loan) into one or more separate promissory notes in such denominations as Holder determines in its sole discretion, which promissory notes may be sold included in separate sales or transferred without registration under the 1933 ActSecuritizations undertaken by Holder. Before In conjunction with any such transfer prior to action, Holder may redefine the date that is two years after the Issuance Date, such transferee shall have represented in writing to the Company that such transferee has requested Contract Rate and received from the Company all information relating to the business, properties, operations, condition (financial or other), results of operations or financial prospects of the Company and the Subsidiaries deemed relevant by such transferee; that such transferee has been afforded the opportunity to ask questions of the Company concerning the foregoing and has had the opportunity to obtain and review the reports and other information concerning the Company which at the time of such transfer have been filed by the Company with the SEC pursuant to the 1934 Act. In addition, this Note may not be transferred (except by operation of law) without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayedamortization schedule; provided, however, that (a) such consent if Holder redefines the Contract Rate, the initial weighted average of the Company interest rates contained in the severed promissory notes taken in the aggregate shall equal the Contract Rate and the aggregate amount of interest to be paid by Maker shall not be increased, and (b) if Holder redefines the amortization schedule, the amortization of the severed promissory notes taken in the aggregate shall require no more amortization to be paid under such severed notes as was required for under this Note, initially executed and delivered by Maker. Subject to the foregoing, each severed promissory note, and the loan evidenced thereby, shall be upon all of the terms and provisions contained in this Note, the Mortgage and the Related Agreements, and Maker shall cooperate with all reasonable requests of Holder to accomplish the foregoing, including, without limitation, execution and prompt delivery to Holder of a severance agreement and such other documents as Holder shall reasonably require. Maker’s failure to deliver any of the documents requested by Holder hereunder within five (15) any transfer business days after the occurrence of such notice by Xxxxxx shall, at Holder’s option, constitute an Event of Default if any Event of Default shall be continuing or a Repurchase Event shall have occurred and (2) any transfer to an Affiliate of the Holder or any Person who is an investment fund which has the same investment adviser as the Holder or whose investment adviser is an Affiliate of the Holder's investment adviser and (b) in the case of a proposed transfer of this Note to a Person (other than a Person described in the preceding clause (a) of this proviso) the Company reasonably determines is one of its competitors, is a Person with whom the Company is or has been opposed in a dispute in litigation, or is a Person with whom the Company is engaged in a significant business dispute, the Company may withhold its consent in its sole discretion and shall so notify the Holder promptlyhereunder.

Transfer of Note. This Note has not been and is not being ---------------- registered under the provisions of the 1933 Act or any state securities laws and this Note may not be transferred prior to the date that is two years after the Issuance Date unless (1) such the transferee is (x) an "accredited investor" (as defined in Regulation D under the 1933 Act) or (y) a QIB in a transfer that meets the requirements of Rule 144A Act and (2) the Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that this Note may be sold or transferred without registration under the 1933 Actpursuant to an exemption from such registration. Before Prior to any such transfer prior to the date that is two years after the Issuance Datetransfer, such transferee shall (x) have made written representations and warranties to and covenants with the Company with respect to such transferee in the form of Sections 3(a), 3(c), 5(a) and 5(b) of the Note Purchase Agreement, and (y) shall have further represented in writing to the Company that such transferee has requested and received from the Company all information relating to the business, properties, operations, condition (financial or other), results of operations or financial prospects of the Company and the Subsidiaries deemed relevant by such transferee; that such transferee has been afforded the opportunity to ask questions of the Company concerning the foregoing and has had the opportunity to obtain and review the Registration Statement and the prospectus included therein, each as amended or supplemented to the date of transfer to such transferee, and the reports and other information concerning the Company which at the time of such transfer have been filed by the Company with the SEC pursuant to the 1934 Act. In addition, this Note may not be transferred (except Act and which are incorporated by operation of law) without the prior written consent reference in such prospectus as of the Companydate of such transfer. Upon the transferee's compliance with its obligations in the immediately preceding sentence, which consent shall not be unreasonably withheld or delayed; provided, however, that (a) such consent of the Company shall not agree in writing with such transferee to be required for (1bound by the provisions of Sections 5(a) any transfer after the occurrence of an Event of Default if any Event of Default shall be continuing or a Repurchase Event shall have occurred and (25(b) any transfer to an Affiliate of the Holder or any Person who is an investment fund which has Note Purchase Agreement and the same investment adviser as the Holder or whose investment adviser is an Affiliate terms of the Holder's investment adviser and (b) Transfer Agent Instruction, in each case for the case benefit of a proposed transfer of this Note to a Person (other than a Person described in the preceding clause (a) of this proviso) the Company reasonably determines is one of its competitors, is a Person with whom the Company is or has been opposed in a dispute in litigation, or is a Person with whom the Company is engaged in a significant business dispute, the Company may withhold its consent in its sole discretion and shall so notify the Holder promptlysuch transferee.