Transferor Obligations. Before or upon execution of this Agreement, each of Party B and Party C shall execute a power of attorney in the form attached hereto as Exhibit B, which may be relied upon by Party A upon exercise of either Option, to execute any documents necessary or advisable to effect the transfer of the Purchased Interest. Upon receipt of the Notice by a Transferor, Party B and Party C agree to promptly take any other required actions (including assisting in obtaining governmental approvals or execution of an updated document in the form of Exhibit B) to effect the transfer of the Purchased Interest to Party A and/or the Designated Persons.
Transferor Obligations. The Transferor shall have no obligation to the Issuer with respect to the Conveyed Collateral other than to hold in trust for the Issuer and to promptly remit to the Issuer or to the Issuer’s designee any payment of principal, interest, fees or any other sums relating to, or otherwise payable on account of, the Conveyed Assets that the Transferor receives after the applicable Elevation Date or Settlement Date (unless such payments were not included in the purchase price therefor), and as of the applicable Elevation Date or Settlement Date, immediately prior to giving effect to such transfer, the Transferor has no obligations with respect to any indebtedness for which the Conveyed Collateral serves as collateral. The Issuer has no recourse to the Transferor with respect to the Transferor’s Conveyed Collateral, including no recourse to, or guaranty by the Transferor of any defaults or delinquent payments under the Conveyed Assets, except as expressly provided in this Agreement. The Transferor shall not have any obligation to repurchase the Conveyed Collateral but may do so in accordance with pursuant to Section 2.8 hereof and Section 12.4 of the Indenture.
