Actions Pending Completion of Conveyance. (a) Pending the receipt of any required consents to, and the effectiveness of, the sale of any Loan Assets from the Seller to the Purchaser on the date hereof in accordance with the applicable underlying instrument, the Seller hereby sells to the Purchaser a 100% participation in such Loan Asset and its related right, title and interest (each, a “Participation”). The Participations will not include any rights that are not permitted to be participated pursuant to the terms of the underlying instruments. Such sale of the Participations shall be without recourse to the Seller (including with regard to collectability), and shall constitute an absolute sale of each such Participation. Each of the Participations has the following characteristics:
(i) the Participation represents an undivided participating interest in 100% of the underlying Loan Asset and its proceeds (including the Proceeds);
(ii) the Seller does not provide any guaranty of payments to the holder of the Participation or other form of recourse (except as otherwise expressly provided in the representations and warranties set forth in Article IV) or credit support;
(iii) the Participation represents a pass through of all of the payments made on the Loan Asset (including the Proceeds) and will last for the same length of time as such Loan Asset except that each Participation will terminate automatically upon the settlement of the assignment of the underlying right, title and interest of the related Loan Asset from the Seller to the Purchaser; and
(iv) the Seller holds title in such participated Loan Assets for the benefit of the Purchaser and shall exercise the same care in the administration of the participated Loan Assets as it would exercise for loans held for its own account, and, with respect to any Loan Asset represented by a promissory note, the Seller acknowledges that it holds such promissory note solely on behalf of and for the benefit of the Trustee as a result of the Purchaser’s grant of a security interest in its interest in such Loan Asset pursuant to the Indenture.
(b) Each party hereto shall use commercially reasonable efforts to, as soon as reasonably practicable after the Closing Date, cause the Purchaser to become a lender under the underlying instrument with respect to the Seller’s interest in each Transferred Asset and take such action as shall be mutually agreeable in connection therewith and in accordance with the terms and conditions of the underlying instrument and consisten...
Actions Pending Completion of Conveyance. (a) On or before the applicable settlement date with respect to each Conveyed Asset, the Transferor shall direct the underlying administrative agent for each Conveyed Asset to remit all Collections in respect of such Conveyed Asset that are due and payable on or after the applicable settlement date to the applicable Collateral Account.
(b) Each party shall use commercially reasonable efforts to, as soon as reasonably practicable after the trade date therefor, cause the Transferee to become a lender under the underlying instrument with respect to the Transferor’s interest in the applicable Conveyed Asset and take such action as shall be mutually agreeable in connection therewith and in accordance with the terms and conditions of the underlying instrument and consistent with the terms of this Agreement.
(c) Pending settlement of the assignment of a Conveyed Asset in accordance with the applicable underlying instruments, the Transferor shall comply with any written instructions provided to the Transferor by or on behalf of the Transferee with respect to voting rights to be exercised by holders of the applicable Conveyed Asset, other than with respect to any voting rights that are not permitted to be participated pursuant to the terms of the applicable underlying instrument.
