Assignment of Original Purchase and Sale Agreement Sample Clauses

Assignment of Original Purchase and Sale Agreement. Ares CP Funding LLC hereby assigns all of its right, title and interest as the buyer in the Original Purchase and Sale Agreement to Ares CP Funding Holdings LLC, which shall be the “Purchaser” hereunder. The parties hereto acknowledge such assignment and agree that (i) Ares CP Funding LLC shall no longer be a party hereto, (ii) the Sale Portfolio shall include the Original Portfolio, (iii) the Purchaser may enforce any rights of the Purchaser hereunder pertaining to the Original Portfolio (including, without limitation, any rights of the Purchaser pertaining to the Original Portfolio which would arise in the event the sale hereunder is re-characterized as a secured financing) and (iv) the Trustee, for the benefit of the Secured Parties, as an assignee of the Purchase hereunder, shall have all the rights and benefits that it would have with respect to the Original Portfolio had the Original Portfolio been sold from the Purchaser to the Seller hereunder and the Seller to the Borrower under the Second Tier Purchase and Sale Agreement on each Purchase Date with respect thereto, and the parties hereto agree to take such actions necessary to effectuate the foregoing clauses (i) through (iv).[Signature pages to follow.]
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