Common use of Closing Date Loans Clause in Contracts

Closing Date Loans. (a) On the Closing Date, (i) the Seller shall sell, transfer, assign, grant and convey without recourse, except as otherwise provided herein, to Purchaser, and Purchaser shall purchase from Seller on terms no less favorable to Purchaser than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate, a 100% undivided participation interest in Seller’s interests in the Closing Date Loans and the Collateral relating thereto (collectively, the “Participation”), the legal title to which is held by the Seller, and (ii) the Purchaser hereby acquires the Participation and assumes and agrees to perform and comply with all assumed obligations of the Seller with respect to each Closing Date Loan. Other than for tax and accounting purposes, the parties hereby agree to treat the transfer of the Participation by Seller to Purchaser as a sale and purchase on all of their respective relevant books and records. (b) The Seller and the Purchaser hereby acknowledge and agree that (i) the sale, transfer, assignment, grant and conveyance of the Participation is being effectuated pursuant to this Agreement instead of an assignment of Seller’s legal interest in and title (which such legal interest and title will not be effective until the individual assignments become effective) to the Closing Date Loans and the Collateral related thereto because the conditions precedent under the Required Loan Documents to the transfer, assignment and conveyance of Seller’s legal interest in and title to the Closing Date Loans and the Collateral related thereto may not be fully satisfied as of the Closing Date and (ii) the sale, transfer, grant and conveyance of the Participation hereunder shall have the consequence that the Seller does not have an equitable interest in the Closing Date Loans and the Collateral related thereto and Purchaser holds 100% of the equitable interest in the Closing Date Loans and the Collateral relating thereto. At no additional cost to Purchaser, the Seller will prepare individual assignments consistent with the requirements of the Required Loan Documents and provide them to any Persons required under the Required Loan Documents, which assignments will become effective in accordance with the Required Loan Documents upon obtaining certain consents thereto or upon the passage of time or both. The Seller and the Purchaser agree to use their commercially reasonable efforts to cause such assignments to become effective prior to the end of the Assignment Period. Upon any such assignment becoming effective, the related asset shall no longer be a Closing Date Loan, legal title will be transferred to the Purchaser and the Participation with respect to such Closing Date Loan and Collateral relating thereto will terminate automatically. In addition, upon any such assignment becoming effective, Seller and Purchaser agree, for administrative convenience, that Seller shall, in accordance with the Loan Agreement (on behalf of the Borrower) transfer or cause the transfer of the Closing Date Loan and the Collateral related thereto directly to the Collateral Agent each assigned Closing Date Loan being transferred to the Purchaser. Each item shall be delivered to the Collateral Agent in accordance with Section 2.05. Seller shall direct all Obligors, administrative agents and loan agents (as applicable) with respect to the participated Closing Date Loans and the Collateral related thereto to pay any Collections with respect thereto into the Collection Account. Upon Seller’s receipt of any Collections, Purchaser hereby instructs Seller to remit, and Seller shall remit, or cause its custodian to remit, such Collections (other than any Excluded Amounts, which shall be retained by Seller) within two Business Days of its receipt thereof directly to the Collection Account. Upon receipt by Purchaser or the Collateral Agent of the effective assignment of any Closing Date Loans and the Collateral participated pursuant to this Section 2.06, Seller, for value received, hereby sells, assigns, transfers and conveys to Purchaser, and Purchaser hereby irrevocably purchases and assumes from Seller (i) all of Seller’s right, title and interest in, to and under the assigned Closing Date Loans and (ii) all right, title and interest with respect thereto. (c) The Seller shall not be obligated to make any payment to the Purchaser in anticipation of the receipt of funds from the related Obligor with respect to any Participation. If the Seller is required at any time to return to a trustee, receiver, liquidator, custodian or other similar official any portion of the payments made by the Obligor to the Seller and transferred by the Seller to (and paid to) the Purchaser, then the Purchaser shall, on demand of the Seller, forthwith return to the Seller any such payments transferred (and paid) to the Purchaser by the Seller in respect of the Participation, but without interest on such payments (unless the Seller is required to pay interest on such amounts to the Person recovering such payments). (d) In the event that any Closing Date Loan is not fully assigned by the Assignment Period Backstop Date, the Seller may optionally repurchase such Closing Date Loan from the Purchaser. (e) The Seller hereby grants to the Purchaser a security interest in all of the Seller’s right, title and interest in the Closing Date Loans and the Collateral relating thereto to secure the prompt and complete payment of all of the Seller obligations with respect to the Participation and all of the Seller’s obligations under this Section 2.04. The Purchaser shall have, in addition to the rights and remedies which it may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller authorizes Purchaser, the Administrative Agent and the Collateral Agent on behalf of the Secured Parties to file UCC financing statements naming the Seller as “debtor”, the Purchaser as “assignor secured party” and the Collateral Agent as “assignee secured party”, or similar applicable designations, and describing the Collateral, in each jurisdiction that the Purchaser deems necessary in order to protect the security interests in the Collateral granted under this Section 2.06.

Closing Date Loans. (a) On the Closing Date, (i) the Seller shall sell, transfer, assign, grant and convey without recourse, except as otherwise provided herein, to Purchaser, and Purchaser shall purchase from Seller on terms no less favorable to Purchaser than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate, a 100% undivided participation interest in Seller’s interests in the Closing Date Loans and the Collateral relating thereto (collectively, the “Participation”), the legal title to which is held by the Seller, and (ii) the Purchaser hereby acquires the Participation and assumes and agrees to perform and comply with all assumed obligations of the Seller with respect to each Closing Date Loan. Other than for tax and accounting purposes, the parties hereby agree to treat the transfer of the Participation by Seller to Purchaser as a sale and purchase on all of their respective relevant books and records. (b) The Seller and the Purchaser hereby acknowledge and agree that (i) the sale, transfer, assignment, grant and conveyance of the Participation is being effectuated pursuant to this Agreement instead of an assignment of Seller’s legal interest in and title (which such legal interest and title will not be effective until the individual assignments become effective) to the Closing Date Loans and the Collateral related thereto because the conditions precedent under the Required Loan Documents to the transfer, assignment and conveyance of Seller’s legal interest in and title to the Closing Date Loans and the Collateral related thereto may not be fully satisfied as of the Closing Date and (ii) the sale, transfer, grant and conveyance of the Participation hereunder shall have the consequence that the Seller does not have an equitable interest in the Closing Date Loans and the Collateral related thereto and Purchaser holds 100% of the equitable interest in the Closing Date Loans and the Collateral relating thereto. At no additional cost to Purchaser, the Seller will prepare individual assignments consistent with the requirements of the Required Loan Documents and provide them to any Persons required under the Required Loan Documents, which assignments will become effective in accordance with the Required Loan Documents upon obtaining certain consents thereto or upon the passage of time or both. The Seller and the Purchaser agree to use their commercially reasonable efforts to cause such assignments to become effective prior to the end of the Assignment Period. Upon any such assignment becoming effective, the related asset shall no longer be a Closing Date Loan, legal title will be transferred to the Purchaser and the Participation with respect to such Closing Date Loan and Collateral relating thereto will terminate automatically. In addition, upon any such assignment becoming effective, Seller and Purchaser agree, for administrative convenience, that Seller shall, in accordance with the Loan Agreement (on behalf of the Borrower) transfer or cause the transfer of the Closing Date Loan and the Collateral related thereto directly to the Collateral Agent each assigned Closing Date Loan being transferred to the Purchaser. Each item shall be delivered to the Collateral Agent in accordance with Section 2.05. Seller shall direct all Obligors, administrative agents and loan agents (as applicable) with respect to the participated Closing Date Loans and the Collateral related thereto to pay any Collections with respect thereto into the Collection Account. Upon Seller’s 's receipt of any Collections, Purchaser hereby instructs Seller to remit, and Seller shall remit, or cause its custodian to remit, such Collections (other than any Excluded Amounts, which shall be retained by Seller) within two Business Days of its receipt thereof directly to the Collection Account. Upon receipt by Purchaser or the Collateral Agent of the effective assignment of any Closing Date Loans and the Collateral participated pursuant to this Section 2.06, Seller, for value received, hereby sells, assigns, transfers and conveys to Purchaser, and Purchaser hereby irrevocably purchases and assumes from Seller (i) all of Seller’s right, title and interest in, to and under the assigned Closing Date Loans and (ii) all right, title and interest with respect thereto. (c) The Seller shall not be obligated to make any payment to the Purchaser in anticipation of the receipt of funds from the related Obligor with respect to any Participation. If the Seller is required at any time to return to a trustee, receiver, liquidator, custodian or other similar official any portion of the payments made by the Obligor to the Seller and transferred by the Seller to (and paid to) the Purchaser, then the Purchaser shall, on demand of the Seller, forthwith return to the Seller any such payments transferred (and paid) to the Purchaser by the Seller in respect of the Participation, but without interest on such payments (unless the Seller is required to pay interest on such amounts to the Person recovering such payments). (d) In the event that any Closing Date Loan is not fully assigned by the Assignment Period Backstop Date, the Seller may optionally repurchase such Closing Date Loan from the Purchaser. (e) The Seller hereby grants to the Purchaser a security interest in all of the Seller’s right, title and interest in the Closing Date Loans and the Collateral relating thereto to secure the prompt and complete payment of all of the Seller obligations with respect to the Participation and all of the Seller’s obligations under this Section 2.04. The Purchaser shall have, in addition to the rights and remedies which it may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller authorizes Purchaser, the Administrative Agent and the Collateral Agent on behalf of the Secured Parties to file UCC financing statements naming the Seller as “debtor”, the Purchaser as “assignor secured party” and the Collateral Agent as “assignee secured party”, or similar applicable designations, and describing the Collateral, in each jurisdiction that the Purchaser deems necessary in order to protect the security interests in the Collateral granted under this Section 2.06.