Common use of Interest Conveyed Clause in Contracts

Interest Conveyed. In the event a foreclosure on Collateral for any Loan occurs after the Cut-Off Date, or occurred on or before the Cut-Off Date but the Redemption Period had not expired on or before the Cut-Off Date, the Transferor will convey to the Company all of the Transferor’s right, title and interest as of the Closing Date in and to such Loan and the related Deficiency Balance, if any, together with the net proceeds, if any, of such foreclosure sale. With respect to any Receiver Acquired Property (including where the Transferor was the purchaser thereof at any such foreclosure sale pursuant to the preceding sentence), the Transferor will convey to the Company all right, title and interest of the Transferor as of the Closing Date in and to the related Underlying Loan and any Deficiency Balance with respect thereto, together with a Receiver’s Deed and Omnibus Property Assignment (in the case of Receiver Acquired Property other than Potentially Defectively Foreclosed Receiver Acquired Property) or a Receiver’s Quitclaim Deed (in the case of Potentially Defectively Foreclosed Receiver Acquired Property), as applicable, conveying such Receiver Acquired Property to an Ownership Entity, as specified on the Ownership Entity and Receiver Acquired Property Schedule (unless the Receiver Acquired Property was purchased by an Ownership Entity, in which case the Transferor will convey to the Company all equity interests in such Ownership Entity pursuant to an Assignment and Acceptance of Limited Liability Company Interest). The Company acknowledges and agrees that the Company is not (directly or indirectly through any Ownership Entity) acquiring any interest in or to (a) any Collateral that was foreclosed by the Transferor or any of its predecessors-in-interest on or before the Cut-Off Date and for which the Redemption Period, if any, had expired on or before the Cut-Off Date (other than Receiver Acquired Property (x) expressly described as “Owned Real Estate” on the Ownership Entity and Receiver Acquired Property Schedule, or (y) held as of the Closing Date by an Ownership Entity set forth in the Ownership Entity and Receiver Acquired Property Schedule); (b) [intentionally omitted]; or (c) any performance or completion bond or letter of credit or other assurance filed with any Governmental Authority with respect to any Asset for the purpose of ensuring that improvements constructed or to be constructed are completed in accordance with any governmental regulations or building requirements applicable to the proposed or completed improvement to the extent that any such performance or completion bond or letter of credit or other assurance constitutes a promise or obligation of the Transferor or the Failed Bank to make any payment or otherwise provide any performance or satisfaction.

Interest Conveyed. In the event a foreclosure on Collateral for any Loan occurs after the Cut-Off Date, or occurred on or before the Cut-Off Date but the Redemption Period had not expired on or before the Cut-Off Date, the Transferor will shall convey to the Company all of the Transferor’s right, title and interest as of the Closing Date in and to such Loan and the related Deficiency Balance, if any, together with the net proceeds, if any, of such foreclosure sale. With respect to any Receiver Acquired Property (including where the Transferor was the purchaser thereof at any such foreclosure sale pursuant to the preceding sentence), the Transferor will shall convey to the Company all right, title and interest of the Transferor as of the Closing Date in and to the related Underlying Loan and any Deficiency Balance with respect theretothereto (subject to clause (b) of the immediately succeeding sentence below with respect to any such Underlying Loan or Deficiency Balance relating to Receiver Acquired Property for which the foreclosure or other acquisition event occurred, with expiration of any relevant Redemption Period, on or before the Cut-Off Date), together with a Receiver’s Deed and Omnibus Property Assignment (in the case of Receiver Acquired Property other than Potentially Defectively Foreclosed Receiver Acquired Property) or a Receiver’s Quitclaim Deed (in the case of Potentially Defectively Foreclosed Receiver Acquired Property), as applicable, conveying such Receiver Acquired Property to an Ownership Entity, as specified on the Ownership Entity and Receiver Acquired Property Schedule (unless the Receiver Acquired Property was purchased by an Ownership Entity, in which case the Transferor will shall convey to the Company all equity interests in such Ownership Entity pursuant to an Assignment and Acceptance of Limited Liability Company Interest). The Company acknowledges and agrees that the Company is shall not (directly or indirectly through any Ownership Entity) acquiring acquire any interest in or to (a) any Collateral that was foreclosed by the Transferor or any of its predecessors-in-interest on or before the Cut-Off Date and for which the Redemption Period, if any, had expired on or before the Cut-Off Date (other than Receiver Acquired Property (x) expressly described as “Owned Real Estate” on the Ownership Entity and Receiver Acquired Property Schedule, or (y) held as of the Closing Date by an Ownership Entity set forth in the Ownership Entity and Receiver Acquired Property Schedule); (b) [intentionally omitted]except as otherwise provided in the Asset Schedule or the Ownership Entity and Receiver Acquired Property Schedule, any Underlying Loan or Deficiency Balance (or Deficiency Judgment Claim) relating to or arising out of any such Receiver Acquired Property described in the parenthetical in the foregoing clause (a) for which the foreclosure or other acquisition event occurred, with expiration of any relevant Redemption Period, on or before the Cut-Off Date; or (c) any performance or completion bond or letter of credit or other assurance filed with any Governmental Authority with respect to any Asset for the purpose of ensuring that improvements constructed or to be constructed are completed in accordance with any governmental regulations or building requirements applicable to the proposed or completed improvement to the extent that any such performance or completion bond or letter of credit or other assurance constitutes a promise or obligation of the Transferor or the any Failed Bank to make any payment or otherwise provide any performance or satisfaction.