Closing Date Participations Clause Samples

Closing Date Participations. It is understood and agreed by the parties hereto that certain of the Collateral Obligations being transferred hereunder from the Seller to the Buyer are not expected to settle on the Closing Date. Therefore, in order to grant the economic benefits associated with such Collateral Obligations to the Buyer on the Closing Date, (i) the Seller agrees to sell, transfer, assign, set over and otherwise convey to the Buyer, without recourse except to the extent specifically provided herein, and the Buyer agrees to purchase from the Seller and the Warehouse Borrower, a 100% undivided participation interest in Seller’s and the Warehouse Borrower’s interests in each Collateral Obligation listed on Schedule 1 and identified as a “participation” (each such Collateral Obligation, a “Closing Date Participation”), which interest shall be understood to include all the Seller’s and the Warehouse Borrower’s right, title, benefit and interest in and to any interest accruing from and after the Closing Date, any payments, proceeds or other period distributions to the extent provided in Section 2.05 (the “Income Collections”), the legal title to which is held by the Seller or the Warehouse Borrower, as applicable, and (ii) the Buyer hereby acquires the Closing Date Participations and assumes and agrees to perform and comply with all assumed obligations of the Seller or the Warehouse Borrower, as applicable, with respect thereto. The parties hereby agree to treat the transfer of the Closing Date Participations by the Seller or the Warehouse Borrower, as applicable, to the Buyer as a sale and purchase on all of their respective relevant books and records.