Subscription and Contribution Sample Clauses

Subscription and Contribution. (a) Certain Capitalized terms not defined herein shall have the meanings set forth on Exhibit A, attached hereto. (b) Subject to the terms and conditions hereof, the Purchaser hereby irrevocably tenders this subscription (this “Subscription”) for the Purchased Interests in the number and amount set forth on the “Subscription Amount” line on the Purchaser’s applicable signature page hereto (the “Signature Page”) by contributing to the Company the Contributed Assets set forth on Schedule A. The Parties agree that the purchase price for the Purchased Interests (“Purchase Price”) shall be equal to the value of the Contributed Assets at Closing in accordance with Section 1.1(d) below; (c) The Company shall accept the contribution of the Contributed Assets for the Subscription for the Purchased Interests. (d) Valuation of the Contributed Assets. The value of the Contributed Assets is set forth on Schedule A. For the purpose of determining the Purchase Price, the Company shall value the Contributed Assets as follows: (i) The value of each of the Notes shall be equal to the outstanding principal balance, plus all accrued but unpaid interest, fees, expenses, penalties, interest and equity sharing and other amounts due on the date of valuation. (ii) The value of each real estate owned property (“REO”) obtained through foreclosure or otherwise owned by the Purchaser shall be equal to the most recent appraised value of such property, or, absent an appraisal, the average price as determined by no less than two broker price opinions; (iii) The value of all other assets shall be such value as agreed upon by the Parties. (e) This Subscription, when and if accepted by the Company, will constitute a commitment to contribute to the Company the Contributed Assets as accepted by the Company (the “Commitment”) in accordance with terms of the Operating Agreement of the Company, as the same may be further amended from time to time (the “Company Agreement”). The Purchaser shall be admitted as a Member in the Company (“Member”) at the time this Subscription is accepted and executed by the Company and the Purchaser hereby irrevocably agrees to be bound by the Company Agreement as a Member thereunder and to perform all obligations thereunder, including making contributions to the Company in accordance with the terms thereof. This Agreement will become irrevocable with respect to the Purchaser at the time of its submission to the Company and may not be withdrawn by the Purchaser unles...