Common use of Closing Date Participations Clause in Contracts

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.

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 (through the Intermediate Seller) 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 BorrowerSeller, a 100% undivided participation interest in the 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 2.04 (the “Income Collections”), the legal title to which is held by the Seller or the Warehouse Borrower, as applicableSeller, 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 (through the Intermediate Seller and in accordance with the various steps described in this Agreement) on all of their respective relevant books and records.

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 BorrowerSeller, a 100% undivided participation interest in Seller’s and (and, with respect to the Warehouse Borrower’s Collateral Obligations held by the Financing Subsidiary on the Closing Date, the Financing Subsidiary’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 (and, with respect to the Warehouse Borrower’s Collateral Obligations held by the Financing Subsidiary on the Closing Date, the Financing Subsidiary’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 2.04 (the “Income Collections”), the legal title to which is held by the Seller or (or, with respect to the Warehouse BorrowerCollateral Obligations held by the Financing Subsidiary on the Closing Date, as applicablethe Financing Subsidiary), 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. For administrative convenience, the Closing Date Participations held by the Financing Subsidiary on the Closing Date will be transferred directly from the Financing Subsidiary to the Buyer pursuant the Participation Agreement, but such Closing Date Participations shall be deemed to have been distributed (through an intermediate entity) by the Financing Subsidiary to the Seller and sold by the Seller to the Buyer hereunder.

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 (through the Intermediate Seller) 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 Seller, the 2016 CLO and the Warehouse Borrower, as applicable, a 100% undivided participation interest in the Seller’s, the 2016 CLO’s and the Warehouse Borrower’s ’s, as applicable, 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, the 2016 CLO’s and the Warehouse Borrower’s ’s, as applicable, 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 2.04 (the “Income Collections”), the legal title to which is held by the Seller Seller, the 2016 CLO 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 Seller, the 2016 CLO 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 Seller, the 2016 CLO or the Warehouse Borrower, as applicable, to the Buyer as a sale and purchase (through the Intermediate Seller and in accordance with the various steps described in this Agreement) on all of their respective relevant books and records.

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, as applicable, a 100% undivided participation interest in the Seller’s and the Warehouse Borrower’s ’s, as applicable, 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 ’s, as applicable, 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.