Conveyance of Substitute Loans. (a) With respect to any Substitute Loans to be conveyed to the Issuer by the Trust Depositor pursuant to Section 2.04 and Section 2.06 of the Sale and Servicing Agreement, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, without recourse other than as expressly provided herein (and the Trust Depositor shall purchase through cash payment and/or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Substitute Loan Cutoff Date), all the right, title and interest of the Seller in and to such Substitute Loans and Related Property. The purchase price may equal, exceed or be less than the fair market value of such Substitute Loan as of the related Substitute Loan Cutoff Date, plus in each case accrued interest thereon. To the extent the purchase price of any Substitute Loan is less than the fair market value thereof, the Seller will be deemed to have made a capital contribution with respect to such excess to the Trust Depositor. In the event that the Trust Depositor is no longer the sole Certificateholder, the Trust Depositor will obtain the approval of an independent pricing advisor prior to receiving any Substitute Loan from the Seller.
(b) [Reserved].
(c) The Seller shall transfer to the Trust Depositor hereunder the applicable Substitute Loans and Related Property only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Date (in addition to the conditions set forth in Section 2.09 of the Sale and Servicing Agreement):
(i) the Seller shall have provided the Trust Depositor with timely notice of such substitution, which shall be delivered no later than 11:00 a.m. on the related Substitute Loan Cutoff Date;
(ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the Collateral;
(iii) the Seller and the Trust Depositor shall have delivered to the Issuer and the Trustee a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute Loan;
(iv) the Seller shall have deposited or caused to be deposited in the Collection Account all Collections received by it with respect to the applicable Substitute Loans on and after the related Substitute Loan Cutoff Date;
(v) each of ...
Conveyance of Substitute Loans. (a) (i) Subject to Sections 2.01(d) and (e) and, as applicable, the satisfaction of the conditions set forth in Section 2.04(c), the Originator may, at its option (but shall not be obligated to) either:
(A) contemporaneously convey to the Trust Depositor one or more Loans as described in Section 2.04(b); or
(B) deposit to the Principal Collection Account an amount sufficient to purchase the Loan as to which a Substitution Event has occurred and then, prior to the expiry of the Substitution Period, convey to the Trust Depositor one or more Loans as described in Section 2.04(b) in exchange for the funds so deposited or a portion thereof.
Conveyance of Substitute Loans. (a) (i) Subject to Sections 2.01(d) and 2.01(e) and the satisfaction of the conditions set forth in Section 2.04(b), the Originator may at its option (but shall not be obligated to) (I) deposit to the Principal Collection Account the Transfer Deposit Amount with respect to the Loan as to which a Substitution Event has occurred and, then, prior to the expiry of the Substitution Period, convey to the Trust Depositor one or more Loans as described in the following clause (II) in exchange for the funds so deposited or a portion thereof, or (II) contemporaneously, sell, transfer, assign, set over and otherwise convey to the Trust Depositor (by delivery of an executed Subsequent Purchase Agreement substantially in the form attached as Exhibit J to the Transfer and Servicing Agreement), without recourse other than as expressly provided herein and therein (and the Trust Depositor shall be required to purchase through cash payment or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the Subsequent Transfer Date), all of the right, title and interest of the Originator in and to the Substitute Loan Assets, which, upon such transfer, shall become part of the “Loan Assets”).
Conveyance of Substitute Loans. (a) With respect to any Substitute Loans to be conveyed to the Issuer by the Originator as described in Section 2.07, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer, without recourse other than as expressly provided herein (and the Issuer shall purchase through cash payment and/or by exchange of one or more related Loans released by the Issuer to the Originator on the related Transfer Date), all the right, title and interest of the Originator in and to the Substitute Loan Assets, such property, upon such transfer, becoming part of the Collateral.
Conveyance of Substitute Loans. 6 Section 2.05.
Conveyance of Substitute Loans. Release of Released Amounts.
Conveyance of Substitute Loans. 49 Section 2.05 Release of Released Amounts................................................................
Conveyance of Substitute Loans. (a) Subject to Sections 2.01(d) and (e) and, as applicable, the satisfaction of the conditions set forth in Section 2.04(c), the Originator may, at its option (but shall not be obligated to) either (I) contemporaneously convey to the Trust Depositor one or more Loans as described in Section 2.04(b) or (II) deposit to the Principal Collection Account an amount sufficient to purchase the Loan as to which a Substitution Event has occurred and then, prior to the expiry of the Substitution Period, convey to the Trust Depositor one or more Loans as described in Section 2.04(b) in exchange for the funds so deposited or a portion thereof. Any substitution pursuant to this Section 2.04 shall be initiated by delivery of written notice (a "
Conveyance of Substitute Loans. 43 Section 2.05
Conveyance of Substitute Loans. (a) (i) With respect to any Loan as to which a Substitution Event has occurred, subject to Sections 2.01(d) and (e) and, as applicable, the satisfaction of the conditions set forth in Section 2.04(d), the Originator may, at its option (but shall not be obligated to) either:
(1) contemporaneously convey to the Trust Depositor one or more Loans as described in Section 2.04(c) in exchange for such Loan; or
(2) deposit into the Principal Collection Account the Transfer Deposit Amount with respect to such Loan and then, prior to the expiry of the Substitution Period, convey to the Trust Depositor one or more Loans as described in Section 2.04(c) in exchange for the funds or portion thereof so deposited.
