Common use of Purchased Assets Acquired from Transferors Clause in Contracts

Purchased Assets Acquired from Transferors. With respect to each Purchased Asset purchased by Seller or an Affiliate of Seller from a Transferor, (a) such Purchased Asset was acquired and transferred pursuant to a Purchase Agreement, (b) such Transferor received reasonably equivalent value in consideration for the transfer of such Purchased Asset, (c) no such transfer was made for or on account of an antecedent debt owed by such Transferor to Seller or an Affiliate of Seller, (d) no such transfer is or may be voidable or subject to avoidance under the Bankruptcy Code, (e) if Seller acquired the Purchased Asset from an Affiliate, Seller has delivered to Buyer an opinion of counsel regarding the true sale of the purchase of such Asset by Seller and, if such Asset was acquired by Seller’s Affiliate from another Affiliate, the true sale of the purchase of the Asset by the Affiliate of Seller from such other Affiliate, which opinions shall be in form and substance satisfactory to Buyer, and (f) the representations and warranties made by such Transferor to Seller or such Affiliate in such Purchase Agreement are hereby incorporated herein mutatis mutandis (including, for the avoidance of doubt, any liability caps, survival periods, deductibles or similar limitations on liability or recourse set forth in any such Purchase Agreement) and are hereby remade by Seller to Buyer on each date as of which they speak in such Purchase Agreement. To the extent permitted under the terms of the related Purchase Agreement, Seller or such Affiliate of Seller has been granted a security interest in each such Purchased Asset, filed one or more UCC financing statements against the Transferor to perfect such security interest, and assigned such financing statements in blank and delivered such assignments to Buyer or Custodian.

Purchased Assets Acquired from Transferors. With respect to each Purchased Asset purchased by Seller or an Affiliate of Seller from a Transferor, (a) such Purchased Asset was acquired and transferred pursuant to a Purchase Agreement, (b) such Transferor received reasonably equivalent value in consideration for the transfer of such Purchased Asset, (c) no such transfer was made for or on account of an antecedent debt owed by such Transferor to Seller or an Affiliate of Seller, (d) no such transfer is or may be voidable or subject to avoidance under the Bankruptcy Code, (e) if Seller acquired the Purchased Asset from an Affiliateany of its Affiliates, Seller has delivered to Buyer an opinion of counsel regarding the true sale of the purchase of such Asset by Seller and, if such Asset was acquired by Seller’s an Affiliate of Seller from another AffiliateAffiliate of Seller, the true sale of the purchase of the Asset by the Affiliate of Seller from such other the Transferor Affiliate, which opinions shall be in form and substance satisfactory to Buyer, and (f) if Seller acquired the Purchased Asset from any other Transferor, the representations and warranties made by such Transferor to Seller or such Affiliate in such Purchase Agreement Agreement, if any, are hereby incorporated herein mutatis mutandis (including, for the avoidance of doubt, any liability caps, survival periods, deductibles or similar limitations on liability or recourse set forth in any such Purchase Agreement) and are hereby remade by Seller to Buyer on each date as of which they speak in such Purchase Agreement. To the extent permitted under the terms of the related Purchase Agreement, If such Purchased Asset was acquired by Seller or such Affiliate of Seller via a Purchase Agreement and the related Transferor has been therein granted a security interest in each such Purchased AssetAsset to either Seller or such Affiliate, then Seller or such Affiliate has filed one or more UCC financing statements against the Transferor to perfect such security interest, and assigned such financing statements in blank and delivered such blank assignments to Buyer or Custodian.. Section 7.12

Purchased Assets Acquired from Transferors. With respect to each Purchased Asset purchased by Seller or from an Affiliate of Seller from a TransferorSeller, (a) such Purchased Asset was acquired and transferred pursuant to a written document in the form of a purchase agreement , assignment, or other document (“Purchase Agreement”) between Seller and the transferor of such Purchased Asset (“Transferor”) pursuant to which Seller purchased or acquired an Eligible Asset which is subsequently sold to Buyer, (b) such Transferor received reasonably equivalent value in consideration for the transfer of such Purchased Asset, (c) no such transfer was made for or on account of an antecedent debt owed by such Transferor to Seller or an Affiliate of Seller, (d) no such transfer is or may be voidable or subject to avoidance under the Bankruptcy Code, and (e) if Seller acquired the Purchased Asset from an Affiliate, Seller has shall have delivered to Buyer on or before the related Purchase Date an opinion of counsel regarding the “true sale of the purchase sale” of such Eligible Asset to Seller by Seller such Affiliate and, if such Purchased Asset was acquired by Seller’s Affiliate from another Affiliate, the true sale of the purchase of the Asset by the Affiliate of Seller from such other the Transferor Affiliate, which opinions shall be in form and substance satisfactory to Buyer, and (f) provided that in lieu of the representations and warranties made by such Transferor to foregoing opinion, Seller or such Affiliate may deliver a certificate from a responsible officer of Seller confirming that there has been no change in such Purchase Agreement are hereby incorporated herein mutatis mutandis (including, for the avoidance of doubt, any liability caps, survival periods, deductibles or similar limitations on liability or recourse facts set forth in any such Purchase Agreement) and are hereby remade by Seller to Buyer on each date the true sale opinion delivered as of which they speak in such Purchase Agreementthe date hereof. To the extent permitted under the terms of the related Purchase Agreement, Seller or and/or such Affiliate of Seller has (if Seller acquired the Purchased Asset from an Affiliate other than the Originator) have been granted a security interest in each any such Purchased AssetAsset by the transferor thereof, Seller shall have filed one or more UCC financing statements against the Transferor to perfect such security interest, interest and assigned such financing statements in blank and delivered such assignments to Buyer or Custodian.

Purchased Assets Acquired from Transferors. With respect to each Purchased Asset purchased by Seller or an Affiliate of Seller from a Transferor, (a) such Purchased Asset was acquired and transferred pursuant to a Purchase AgreementAgreement and/or any applicable Interim Assignment Documents, (b) such Transferor received reasonably equivalent value in consideration for the transfer of such Purchased Asset, (c) no such transfer was made for or on account of an antecedent debt owed by such Transferor to Seller or an Affiliate of Seller, (d) no such transfer is or may be voidable or subject to avoidance under the Bankruptcy Code, (e) if Seller acquired the Purchased Asset from an AffiliateAffiliate other than a Permitted Transferor, then (i) such transfer (A) shall be in the form of an absolute transfer of all right, title and interest of the Transferor in such proposed Purchased Asset to Seller, in return for payment by Seller has of the fair market value of such Purchased Asset, with no retained interest by the Transferor and no recourse to the Transferor by the Seller (other than, at the option of the Transferor and Seller, for breach of customary factual representations and warranties), and (B) shall conform in all respects to the facts and assumptions recited as being relied upon in the opinion delivered to Buyer an opinion and dated as of November 21, 2018 issued by XxXxxxxxx Will & Xxxxx LLP, as outside counsel regarding to Seller, to the effect that the conveyance of all right, title and interest in and to such proposed Purchased Asset to Seller pursuant to the agreements and instruments effecting such conveyance constitutes a “true sale of the purchase sale” of such proposed Purchased Asset by Seller and(the foregoing, if such Asset was acquired by Seller’s Affiliate from another Affiliatecollectively, the true sale “Initial True Sale Opinion”), (ii) Seller shall have delivered to Buyer a written certification executed by a Responsible Officer of Seller, substantially in the purchase form of Exhibit J attached hereto, to the effect that such transfer conforms to the facts and assumptions recited as being relied upon in the Initial True Sale Opinion, (iii) notwithstanding the foregoing, Buyer retains the right and option, in connection with any transfer of any proposed Purchased Asset by the from an Affiliate of Seller from such other Affiliatethan a Permitted Transferor, which opinions shall be to require the delivery of a true sale opinion of outside counsel to Seller in the form and substance satisfactory to Buyer and counsel for Buyer, and Seller agrees to cooperate with Buyer in order to obtain such opinion in a timely manner either prior to or following such transfer and (iv) if BSPRT BB Loan, LLC, an indirect wholly owned Subsidiary of Guarantor, transfers a proposed Purchased Asset directly to Seller on behalf of a Permitted Transferor, as described in the Initial True Sale Opinion, such transfer shall not be treated as a separate transfer by BSPRT BB Loan, LLC to Seller, but shall be a part of the transfer of such proposed Purchased Asset by such Permitted Transferor, as set forth in the form of Interim Assignment Documents attached to the Initial True Sale Opinion, and (f) the representations and warranties made by such a Transferor to Seller or such Affiliate in such any Purchase Agreement or Interim Assignment Documents are hereby incorporated herein mutatis mutandis (including, for the avoidance of doubt, any liability caps, survival periods, deductibles or similar limitations on liability or recourse set forth in any such Purchase Agreement) and are hereby remade by Seller to Buyer on each date as of which they speak in such Purchase AgreementAgreement or Interim Assignment Documents. To Other than if the extent permitted under the terms of the related Purchase AgreementTransferor named therein is a Permitted Transferor, if such Purchased Asset was acquired by Seller or such Affiliate of Seller via a Purchase Agreement and/or Interim Assignment Documents, and the related Transferor has been therein granted a security interest in each such Purchased AssetAsset to either Seller or such Affiliate, then Seller or such Affiliate has filed one or more UCC financing statements against the Transferor to perfect such security interest, and assigned such financing statements in blank and delivered such blank assignments to Buyer or Custodian.

Purchased Assets Acquired from Transferors. With respect to each Purchased Asset purchased by Seller or an Affiliate of Seller from a Transferor, (a) such Purchased Asset was acquired and transferred pursuant to a Purchase Agreement, (b) such Transferor received reasonably equivalent value in consideration for the transfer of such Purchased Asset, (c) no such transfer was made for or on account of an antecedent debt owed by such Transferor to Seller or an Affiliate of Seller, (d) no such transfer is or may be voidable or subject to avoidance under the Bankruptcy Code, Code and (e) if Seller acquired the Purchased Asset from an Affiliate, Seller has delivered to Buyer an opinion of counsel regarding the true sale of the purchase of such Asset by Seller and, if such Asset was acquired by Seller’s Affiliate from another Affiliate, the true sale of the purchase of the Asset by the Affiliate of Seller from such other Affiliate, which opinions shall be documentation as Buyer may request in form and substance satisfactory to BuyerBuyer in its sole discretion (including, without limitation, opinions with respect to true sale issues: provided, that Buyer shall not request opinions with respect to true sale issues in connection with any Purchased Asset transferred (I) by an Affiliate of Seller to Guarantor or other direct or indirect parent entity of Seller and then (II) from such direct or indirect parent of Seller to Seller, pursuant to a sale and contribution agreement in the form attached hereto as Exhibit L or otherwise in form and substance satisfactory to Buyer in its sole discretion), to evidence the true sale by such Affiliate of all of its right, title, and (f) interest in and to the related Purchased Asset, including, without limitation, representations and warranties made by such Transferor to Seller or from such Affiliate substantively similar to those recited in such Purchase Agreement are hereby incorporated herein mutatis mutandis (including, for the avoidance of doubt, a) though (d) above. With respect to any liability caps, survival periods, deductibles or similar limitations on liability or recourse set forth in any such Purchase Agreement) and are hereby remade Purchased Asset that was acquired by Seller to Buyer on each date as of which they speak in such Purchase Agreement. To the extent permitted under the terms of the related Purchase Agreement, Seller or such Affiliate of Seller has been via a Purchase Agreement pursuant to which the related Transferor granted therein a security interest in each such Purchased Asset, to either Seller or such Affiliate, then Seller or such Affiliate has filed one or more UCC financing statements against the Transferor to perfect such security interest, and assigned such financing statements in blank and delivered such blank assignments to Buyer or Custodian.

Purchased Assets Acquired from Transferors. With respect to each Purchased Asset purchased by Seller or an Affiliate of Seller from a Transferor, (a) such Purchased Asset was acquired and transferred pursuant to a Purchase Agreement, (b) such Transferor received reasonably equivalent value in consideration for the transfer of such Purchased Asset, (cb) no such transfer was made for or on account of an antecedent debt owed by such Transferor to Seller or an Affiliate of Seller, (dc) no such transfer is or may be voidable or subject to avoidance under the Bankruptcy Code, (ed) if Seller acquired the Purchased Asset from an AffiliateAffiliate (other than Guarantor or any other Affiliate providing credit support to Seller in an amount in excess of 10% of the aggregate Repurchase Obligations), Seller has delivered to Buyer an opinion of counsel regarding the true sale of the purchase of such Asset by Seller and, if such Asset was acquired by Seller’s Affiliate from another Affiliate, the true sale of the purchase of the Asset by the Affiliate of Seller from such other the Transferor Affiliate, which opinions shall be in form and substance satisfactory to Buyer, and (fe) if such Purchased Asset was transferred to Seller pursuant to a Purchase Agreement, the representations and warranties made by such Transferor to Seller or such Affiliate in such Purchase Agreement are hereby incorporated herein mutatis mutandis (including, for the avoidance of doubt, any liability caps, survival periods, deductibles or similar limitations on liability or recourse set forth in any such Purchase Agreement) and are hereby remade by Seller to Buyer on each date as of which they speak in such Purchase Agreement. To the extent permitted under the terms of the related Unless otherwise agreed to by Buyer, if such Purchased Asset was transferred to Seller pursuant to a Purchase Agreement, Seller or such Affiliate of Seller has been granted a security interest in each such Purchased Asset, filed one or more UCC financing statements against the Transferor to perfect such security interest, and assigned such financing statements in blank and delivered such assignments to Buyer or Custodian.

Purchased Assets Acquired from Transferors. With respect to each Purchased Asset purchased by or transferred to Seller or an Affiliate of Seller from a Transferor, (a) such Purchased Asset was acquired and transferred pursuant to a Purchase AgreementAgreement to Seller and to an Affiliate of Seller, if applicable, (b) such Transferor received reasonably equivalent value in consideration for the transfer of such Purchased Asset, (c) no such transfer was made for or on account of an antecedent debt owed by such Transferor to Seller or an Affiliate of Seller, (d) no such transfer is or may be voidable or subject to avoidance under the Bankruptcy Code, (e) if Seller acquired the Purchased Asset from an Affiliate, Seller has shall have delivered to Buyer on or before the related Purchase Date (i) an opinion of counsel regarding the true sale of the purchase of such Asset by Seller and, if such Asset was acquired by Seller’s Affiliate from another Affiliate, the true sale of the purchase of the Asset by the Affiliate of Seller from such other the Transferor Affiliate, which opinions shall be in form and substance satisfactory to Buyer or (ii) a residual pledge agreement from any affiliate Transferor pledging any residual interest in the Purchased Assets, provided, however, if a proposed Asset was acquired by Seller from a Transferor under a Purchase Agreement that was the subject of a true sale opinion 30previously delivered to and accepted by Buyer, then Seller shall deliver to Buyer an executed Supplemental Conveyance evidencing the transfer of the Asset from such Transferor to Seller pursuant to such Purchase Agreement and a written certification in the form of Exhibit J attached hereto, (f) the representations and warranties made by such Transferor to Seller or and/or such Affiliate in such Purchase Agreement Agreements are hereby incorporated herein mutatis mutandis (including, for the avoidance of doubt, any liability caps, survival periods, deductibles or similar limitations on liability or recourse set forth in any such Purchase Agreement) and are hereby remade by Seller to Buyer on each date as of which they speak in such Purchase AgreementAgreement and (g) in the case of transfers including an Affiliate, the Purchase Agreement shall include the grant of a security interest to the assignee and permit the filing of a UCC financing statement in favor of the assignee as secured party. To the extent permitted under Seller acquired the terms of the related Purchase AgreementPurchased Asset from an Affiliate and if such Asset was acquired by Seller’s Affiliate from another Affiliate, Seller or such shall comply with the requirements of Section 6.02(m) and, to the extent Seller and/or an Affiliate of Seller has been granted a security interest in each such Purchased Asset, Seller shall have filed one or more UCC financing statements against the Transferor to perfect such security interest, and assigned such financing statements in blank to Buyer, filed such financing statement assignments and delivered copies of all such financing statements and such assignments to Buyer or Custodian.