Transfer of the Conveyed Assets. (a) Subject to the terms and conditions of this Agreement, Transferor hereby sells, transfers, assigns, and otherwise conveys to Transferee without recourse (but without limitation of its obligations in this Agreement), and Transferee hereby purchases, all right, title and interest of Transferor in and to the following described property (collectively, the “Conveyed Assets”):
Transfer of the Conveyed Assets. (a) Effective as of the 20 - Closing Date and immediately before the transactions contemplated by the 20 - Exchange Note Transfer Agreement, the Lender sells and assigns to the Depositor, without recourse, all right, title and interest of the Lender, whether now owned or hereunder acquired, in the following “Conveyed Assets”:
Transfer of the Conveyed Assets. (a) Each of the Seller and the Purchaser agrees and acknowledges that the Purchaser may, as permitted hereunder and under the Loan Agreement, acquire from the Seller Loan Assets for a purchase price equal to the fair market value thereof as agreed between the Purchaser and the Seller. Loan Assets will be acquired, in each case, pursuant to this Agreement and one or more assignment agreements in the form specified in the applicable Underlying Instruments having an effective date as specified in such assignment agreement without further amendment hereof. The purchase price for each Loan Asset shall be paid by the Purchaser in a combination of (i) immediately available funds and (ii) if the Purchaser does not have sufficient funds to pay the full amount of the purchase price, by means of a capital contribution by the Seller to the Purchaser; provided that, the Seller may elect to designate all or any portion of the Loan Asset being transferred by it to the Purchaser as a capital contribution to the Purchaser. Notwithstanding any other provision of this Agreement, only the rights and obligations of the Seller as a lender under such Loan are sold and transferred thereby. No Secured Party shall have any obligation or liability pursuant to the terms of the applicable Underlying Instruments, no such obligation or liability is intended to be assumed by the Secured Parties and any such assumption is expressly disclaimed. Without limiting the generality of the foregoing, the sale and transfer of any Conveyed Assets hereunder does not constitute and is not intended to result in a creation or assumption by the Purchaser or any assignee of the Purchaser (including the Collateral Agent for the benefit of the Secured Parties), of any obligation of the Seller as administrative agent, collateral agent or paying agent under any Agented Loan.
Transfer of the Conveyed Assets. (a) On the date hereof, the Seller hereby sells, conveys and transfers to the Issuer all of the Seller’s right, title and interest in, to and under the Conveyed Assets listed on Schedule 1 hereto (the “Initial Conveyed Assets”) for the purchase price equal to the aggregate fair market value thereof as reasonably determined by the Collateral Manager. The Conveyed Assets to be acquired by the Issuer on the Closing Date will be transferred to the Issuer from the Seller in exchange for cash from the net proceeds of the sale of the Notes sold to investors on the Closing Date. For the avoidance of doubt, with respect to each Conveyed Asset, the Issuer shall acquire all rights to payments thereon that accrue on and after the Transfer Date. The Issuer shall not acquire any rights to interest payments thereon that, as of the Transfer Date, are accrued but unpaid with respect to the period to but excluding the Transfer Date.
Transfer of the Conveyed Assets. (a) Subject to and upon the terms and conditions set forth herein, the Seller hereby sells, conveys and transfers to the Purchaser all of the Seller’s right, title and interest in, to and under the Closing Date Loan Assets for a purchase price equal to the fair market value thereof and, to the extent that the cash portion of the purchase price so paid on the date hereof is less than the purchase price thereof, the difference shall be deemed a capital contribution from the Seller to the Purchaser on the date hereof.
Transfer of the Conveyed Assets
