Transfer of Junior Loan or Senior Loan Sample Clauses

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 c...
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Transfer of Junior Loan or Senior Loan. (a) 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 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.
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Transfer of Junior Loan or Senior Loan 
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Related to Transfer of Junior Loan or Senior Loan

  • Transfer of the Mortgage Loans (a) Possession of Mortgage Files. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its right, title and interest in, to and under the Mortgage Loans. The contents of each Mortgage File related to a Mortgage Loan not delivered to the Purchaser or to any assignee, transferee or designee of the Purchaser on or prior to the Closing Date are and shall be held in trust by the Seller for the benefit of the Purchaser or any assignee, transferee or designee of the Purchaser and promptly transferred to the Trustee. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the related Mortgage and the other contents of the related Mortgage File shall be vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or that come into the possession of the Seller on or after the Closing Date shall immediately vest in the Purchaser and shall be delivered promptly to the Purchaser or as otherwise directed by the Purchaser.

  • Transfer of Loan Lender may, at any time, sell, transfer or assign the Loan Documents, or grant participations therein (“Participations”) or syndicate the Loan (“Syndication”) or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (“Securities”) (a Syndication or the issuance of Participations and/or Securities, a “Securitization”).

  • Transfer of Loans The Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located.

  • CONTINUING SECURITY INTEREST; TRANSFER OF LOANS This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the Payment in Full of all Secured Obligations, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the Payment in Full of all Secured Obligations, the security interest granted hereby shall automatically terminate hereunder without delivery of any instrument or performance of any act by any party and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder, to the extent applicable.

  • Transfer of Letter of Credit The Letter of Credit may be transferred and assigned in accordance with the terms of the Letter of Credit.

  • Continuing Security Interest; Transfer of Notes This Security Agreement shall create a continuing security interest in the Collateral and shall

  • Transfer of Collateral In connection with the transfer or assignment of the Note (whether by negotiation, discount or otherwise), the Company may transfer all or any part of the Collateral, and the transferee shall thereupon succeed to all the rights, powers and remedies granted the Company hereunder with respect to the Collateral so transferred. Upon such transfer, the Company shall be fully discharged from all liability and responsibility for the transferred Collateral.

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