Common use of Sale and Purchase of the Conveyed Collateral Clause in Contracts

Sale and Purchase of the Conveyed Collateral. (a) Subject to the terms and conditions of this Agreement, on the Closing Date and each Cut-Off Date thereafter (including, for the avoidance of doubt, in the case of each Closing Date Participation Interest, the Elevation Date), the Transferor hereby agrees to (i) sell, assign and otherwise convey (collectively, “Sell” and any such sale, assignment and/or other conveyance, a “Sale”), to the Issuer, without recourse, and the Issuer hereby agrees to purchase, all right, title and interest of the Transferor (whether now owned or hereafter acquired or arising, and wherever located) in and to the Sale Portfolio designated by the Transferor and (ii) transfer to, or cause the deposit into, the Collection Account of all Interest Proceeds, Principal Proceeds and/or other Monies received by the Transferor on account of any Sale Portfolio hereunder on and after the Cut-Off Date with respect to such Sale Portfolio and required to be deposited in the Collection Account pursuant to the Indenture, in each case, within two Business Days of the receipt thereof. The Transferor hereby acknowledges that each Sale to the Issuer hereunder is absolute and irrevocable, without reservation or retention of any interest whatsoever by the Transferor. (b) It is understood and agreed by the parties hereto that certain of the initial Collateral Obligations being transferred hereunder from the Transferor to the Issuer are not expected to settle on the Closing Date. Therefore, in order to grant the economic benefits associated with such Collateral Obligations to the Issuer on the Closing Date, (i) the Transferor agrees to sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse except to the extent specifically provided herein, and the Issuer agrees to purchase from the Transferor, a 100% undivided participation interest in the Transferor’s interest in each Collateral Obligation listed on Schedule I and identified as a “participation” (each such Collateral Obligation, a “Closing Date Participation Interest”), which interest shall be understood to include all the Transferor’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 2.3 (the “Income Collections”), the legal title to which is held by the Transferor and (ii) the Issuer hereby acquires the Closing Date Participation Interests and assumes and agrees to perform and comply with all assumed obligations of the Transferor with respect thereto. The parties hereby agree to treat the transfer of the Closing Date Participation Interests by the Transferor to the Issuer as a sale and purchase on all of their respective relevant books and records. (c) The Transferor and the Issuer hereby acknowledge and agree that (i) the conveyance of the Closing Date Participation Interests is being effectuated pursuant to this Agreement and the Master Participation Agreements instead of an assignment of the Transferor’s legal interest in and title to each of the Closing Date Participation Interests (the transfer to the Issuer of which will not be effective until the individual assignments of each Closing Date Participation Interest become effective) because the conditions precedent under the related Underlying Instruments to the transfer, assignment and conveyance of the Transferor’s legal interest in and title to the Closing Date Participation Interests may not otherwise be fully satisfied as of the Closing Date and (ii) the conveyance of the Closing Date Participation Interests hereunder shall have the consequence that the Transferor does not have an equitable interest in the Closing Date Participation Interests and the Issuer holds 100% of the equitable interest in the Closing Date Participation Interests. The Issuer has prepared, or will prepare on or following the Closing Date, individual assignments consistent with the requirements of the related Underlying Instruments and provide them to the Persons required under such Underlying Instruments, which assignments will become effective in accordance with such Underlying Instruments upon obtaining certain consents thereto or upon the passage of time or both. Upon receipt by the Transferor or the Issuer of the effective assignment of any Closing Date Participation Interest participated pursuant to this Section 2.1, the Transferor, for value received, hereby sells to the Issuer, and the Issuer hereby purchases from the Transferor all of the Transferor’s right, title and interest in, to and under such Closing Date Participation Interest. (d) The Transferor shall on each Cut-Off Date execute and deliver to the Issuer a proposed Loan Assignment identifying the Sale Portfolio to be Sold by the Transferor to the Issuer on such Cut-Off Date. From and after such Cut-Off Date, the Sale Portfolio listed on Schedule I to the related Loan Assignment shall be deemed to be listed on Schedule I hereto and constitute part of the Sale Portfolio hereunder. (e) On and after each Cut-Off Date hereunder and upon payment of the Purchase Price therefor, the Issuer shall own the Sale Portfolio Sold by the Transferor to the Issuer on such Cut-Off Date, and the Transferor shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such Sale Portfolio. (f) In connection with each Purchase of any Sale Portfolio hereunder, the Transferor shall cause to be Delivered to the Custodian (with a copy to the Trustee), the Underlying Instruments and other Assets related to the Collateral Obligations that are a part of such Sale Portfolio being Sold by the Transferor in accordance with the terms of the Indenture. (g) In connection with the Purchase by the Issuer of any Sale Portfolio as contemplated by this Agreement, the Transferor further agrees that it shall, at its own expense, indicate clearly and unambiguously in its computer files on or prior to each Cut-Off Date, and its financial statements, that such Sale Portfolio has been purchased by the Issuer in accordance with this Agreement. (h) The Transferor further agrees to deliver to the Issuer on or before each Cut-Off Date a computer file containing a true, complete and correct list of all Collateral Obligations to be Sold hereunder on such Cut-Off Date, identified by the related Obligor’s name and Principal Balance as of the related Cut-Off Date. Such file or list shall be marked as Schedule I to the applicable Loan Assignment and shall be delivered to the Issuer as confidential and proprietary, and is hereby incorporated into and made a part of Schedule I to this Agreement, as such Schedule I may be supplemented and amended from time to time. (i) The parties hereto acknowledge and agree that, solely for administrative convenience, any amount paid in cash by the Issuer to any Closing Date Seller pursuant to a Master Participation Agreement on account of its purchase of a participation interest in any of the initial Collateral Obligations to be conveyed thereunder shall be treated for all purposes hereunder as if such amount had been paid by the Issuer to the Transferor, in partial or full satisfaction of its obligations to pay the purchase price of such initial Collateral Obligations.

Sale and Purchase of the Conveyed Collateral. (a) Subject to the terms and conditions of this Agreement, on the Closing Date and each Cut-Off Purchase Date thereafter (including, for the avoidance of doubt, in the case of each Closing Date Participation Interestthereafter, the Elevation Date), the Transferor Seller hereby agrees to (i) sell, assign and otherwise convey (collectively, “Sell” and any such sale, assignment and/or other conveyance, a “Sale”), to the IssuerPurchaser, without recourse, and the Issuer Purchaser hereby agrees to purchase, all right, title and interest of the Transferor Seller (whether now owned or hereafter acquired or arising, and wherever located) in and to the Sale Portfolio designated by the Transferor Seller and (ii) transfer to, or cause the deposit into, the Collection Account of all Interest Proceeds, Principal Proceeds and/or other Monies received by the Transferor Seller on account of any Sale Portfolio hereunder on and after the Cut-Off Purchase Date with respect to such Sale Portfolio and required to be deposited in the Collection Account pursuant to the Indenture, in each case, within two Business Days of the receipt thereof. The Transferor Seller hereby acknowledges that each Sale to the Issuer Purchaser hereunder is absolute and irrevocable, without reservation or retention of any interest whatsoever by the TransferorSeller. (b) It is understood and agreed by the parties hereto that certain of the initial Collateral Obligations being transferred hereunder from the Transferor to the Issuer are not expected to settle on the Closing Date. Therefore, in order to grant the economic benefits associated with such Collateral Obligations to the Issuer on the Closing Date, (i) the Transferor agrees to sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse except to the extent specifically provided herein, and the Issuer agrees to purchase from the Transferor, a 100% undivided participation interest in the Transferor’s interest in each Collateral Obligation listed on Schedule I and identified as a “participation” (each such Collateral Obligation, a “Closing Date Participation Interest”), which interest shall be understood to include all the Transferor’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 2.3 (the “Income Collections”), the legal title to which is held by the Transferor and (ii) the Issuer hereby acquires the Closing Date Participation Interests and assumes and agrees to perform and comply with all assumed obligations of the Transferor with respect thereto. The parties hereby agree to treat the transfer of the Closing Date Participation Interests by the Transferor to the Issuer as a sale and purchase on all of their respective relevant books and records. (c) The Transferor and the Issuer hereby acknowledge and agree that (i) the conveyance of the Closing Date Participation Interests is being effectuated pursuant to this Agreement and the Master Participation Agreements instead of an assignment of the Transferor’s legal interest in and title to each of the Closing Date Participation Interests (the transfer to the Issuer of which will not be effective until the individual assignments of each Closing Date Participation Interest become effective) because the conditions precedent under the related Underlying Instruments to the transfer, assignment and conveyance of the Transferor’s legal interest in and title to the Closing Date Participation Interests may not otherwise be fully satisfied as of the Closing Date and (ii) the conveyance of the Closing Date Participation Interests hereunder shall have the consequence that the Transferor does not have an equitable interest in the Closing Date Participation Interests and the Issuer holds 100% of the equitable interest in the Closing Date Participation Interests. The Issuer has prepared, or will prepare on or following the Closing Date, individual assignments consistent with the requirements of the related Underlying Instruments and provide them to the Persons required under such Underlying Instruments, which assignments will become effective in accordance with such Underlying Instruments upon obtaining certain consents thereto or upon the passage of time or both. Upon receipt by the Transferor or the Issuer of the effective assignment of any Closing Date Participation Interest participated pursuant to this Section 2.1, the Transferor, for value received, hereby sells to the Issuer, and the Issuer hereby purchases from the Transferor all of the Transferor’s right, title and interest in, to and under such Closing Date Participation Interest. (d) The Transferor Seller shall on each Cut-Off Purchase Date execute and deliver to the Issuer Purchaser a proposed Loan Assignment identifying the Sale Portfolio to be Sold by the Transferor Seller to the Issuer Purchaser on such Cut-Off Purchase Date. From and after such Cut-Off Purchase Date, the Sale Portfolio listed on Schedule I to the related Loan Assignment shall be deemed to be listed on Schedule I hereto and constitute part of the Sale Portfolio hereunder. (ec) On and after each Cut-Off Purchase Date hereunder and upon payment of the Purchase Price therefor, the Issuer Purchaser shall own the Sale Portfolio Sold by the Transferor Seller to the Issuer Purchaser on such Cut-Off Purchase Date, and the Transferor Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such Sale Portfolio. (fd) In connection with each Purchase of any Sale Portfolio hereunder, the Transferor Seller shall cause to be Delivered to the Custodian (with a copy to the Trustee), the Underlying Instruments and other Assets related to the Collateral Obligations that are a part of such Sale Portfolio being Sold by the Transferor Seller in accordance with the terms of the Indenture. (ge) In connection with the Purchase by the Issuer Purchaser of any Sale Portfolio as contemplated by this Agreement, the Transferor Seller further agrees that it shall, at its own expense, indicate clearly and unambiguously in its computer files on or prior to each Cut-Off Purchase Date, and its financial statements, that such Sale Portfolio has been purchased by the Issuer Purchaser in accordance with this Agreement. (hf) The Transferor Seller further agrees to deliver to the Issuer Purchaser on or before each Cut-Off Purchase Date a computer file containing a true, complete and correct list of all Collateral Obligations to be Sold hereunder on such Cut-Off Purchase Date, identified by the related Obligor’s name and Principal Balance as of the related Cut-Off Date. Such file or list shall be marked as Schedule I to the applicable Loan Assignment and shall be delivered to the Issuer Purchaser as confidential and proprietary, and is hereby incorporated into and made a part of Schedule I to this Agreement, as such Schedule I may be supplemented and amended from time to time. (i) The parties hereto acknowledge and agree that, solely for administrative convenience, any amount paid in cash by the Issuer to any Closing Date Seller pursuant to a Master Participation Agreement on account of its purchase of a participation interest in any of the initial Collateral Obligations to be conveyed thereunder shall be treated for all purposes hereunder as if such amount had been paid by the Issuer to the Transferor, in partial or full satisfaction of its obligations to pay the purchase price of such initial Collateral Obligations.

Sale and Purchase of the Conveyed Collateral. (a) Subject to the terms and conditions of this Agreement, on the Closing Date and each Cut-Off Date thereafter (including, for the avoidance of doubt, in the case of each Closing Date Participation Interest, the Elevation Date)thereafter, the Transferor hereby agrees to (i) sell, assign and otherwise convey (collectively, “Sell” and any such sale, assignment and/or other conveyance, a “Sale”), to the Issuer, without recourse, and the Issuer hereby agrees to purchase, all right, title and interest of the Transferor (whether now owned or hereafter acquired or arising, and wherever located) in and to the Sale Portfolio designated by the Transferor and (ii) transfer to, or cause the deposit into, the Collection Account of all Interest Proceeds, Principal Proceeds and/or other Monies received by the Transferor on account of any Sale Portfolio hereunder on and after the Cut-Off Date with respect to such Sale Portfolio and required to be deposited in the Collection Account pursuant to the Indenture, in each case, within two Business Days of the receipt thereof. The Transferor hereby acknowledges that each Sale to the Issuer hereunder is absolute and irrevocable, without reservation or retention of any interest whatsoever by the Transferor. (b) It is understood and agreed by the parties hereto that certain of the initial Collateral Obligations being transferred hereunder from the Transferor to the Issuer are not expected to settle on the Closing Date. Therefore, in order to grant the economic benefits associated with such Collateral Obligations to the Issuer on the Closing Date, (i) the Transferor agrees to sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse except to the extent specifically provided herein, and the Issuer agrees to purchase from the Transferor, a 100% undivided participation interest in the Transferor’s interest in each Collateral Obligation listed on Schedule I and identified as a “participation” (each such Collateral Obligation, a “Closing Date Participation Interest”), which interest shall be understood to include all the Transferor’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 2.3 (the “Income Collections”), the legal title to which is held by the Transferor and (ii) the Issuer hereby acquires the Closing Date Participation Interests and assumes and agrees to perform and comply with all assumed obligations of the Transferor with respect thereto. The parties hereby agree to treat the transfer of the Closing Date Participation Interests by the Transferor to the Issuer as a sale and purchase on all of their respective relevant books and records. (c) The Transferor and the Issuer hereby acknowledge and agree that (i) the conveyance of the Closing Date Participation Interests is being effectuated pursuant to this Agreement and the Master Participation Agreements instead of an assignment of the Transferor’s legal interest in and title to each of the Closing Date Participation Interests (the transfer to the Issuer of which will not be effective until the individual assignments of each Closing Date Participation Interest become effective) because the conditions precedent under the related Underlying Instruments to the transfer, assignment and conveyance of the Transferor’s legal interest in and title to the Closing Date Participation Interests may not otherwise be fully satisfied as of the Closing Date and (ii) the conveyance of the Closing Date Participation Interests hereunder shall have the consequence that the Transferor does not have an equitable interest in the Closing Date Participation Interests and the Issuer holds 100% of the equitable interest in the Closing Date Participation Interests. The Issuer has prepared, or will prepare on or following the Closing Date, individual assignments consistent with the requirements of the related Underlying Instruments and provide them to the Persons required under such Underlying Instruments, which assignments will become effective in accordance with such Underlying Instruments upon obtaining certain consents thereto or upon the passage of time or both. Upon receipt by the Transferor or the Issuer of the effective assignment of any Closing Date Participation Interest participated pursuant to this Section 2.1, the Transferor, for value received, hereby sells to the Issuer, and the Issuer hereby purchases from the Transferor all of the Transferor’s right, title and interest in, to and under such Closing Date Participation Interest. (d) The Transferor shall on each Cut-Off Date execute and deliver to the Issuer a proposed Loan Assignment identifying the Sale Portfolio to be Sold by the Transferor to the Issuer on such Cut-Off Date. From and after such Cut-Off Date, the Sale Portfolio listed on Schedule I to the related Loan Assignment shall be deemed to be listed on Schedule I hereto and constitute part of the Sale Portfolio hereunder. (ec) On and after each Cut-Off Date hereunder and upon payment of the Purchase Price therefor, the Issuer shall own the Sale Portfolio Sold by the Transferor to the Issuer on such Cut-Off Date, and the Transferor shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such Sale Portfolio. (fd) In connection with each Purchase of any Sale Portfolio hereunder, the Transferor shall cause to be Delivered to the Custodian (with a copy to the Trustee), the Underlying Instruments and other Assets related to the Collateral Obligations that are a part of such Sale Portfolio being Sold by the Transferor in accordance with the terms of the Indenture. (ge) In connection with the Purchase by the Issuer of any Sale Portfolio as contemplated by this Agreement, the Transferor further agrees that it shall, at its own expense, indicate clearly and unambiguously in its computer files on or prior to each Cut-Off Date, and its financial statements, that such Sale Portfolio has been purchased by the Issuer in accordance with this Agreement. (hf) The Transferor further agrees to deliver to the Issuer on or before each Cut-Off Date a computer file containing a true, complete and correct list of all Collateral Obligations to be Sold hereunder on such Cut-Off Date, identified by the related Obligor’s name and Principal Balance as of the related Cut-Off Date. Such file or list shall be marked as Schedule I to the applicable Loan Assignment and shall be delivered to the Issuer as confidential and proprietary, and is hereby incorporated into and made a part of Schedule I to this Agreement, as such Schedule I may be supplemented and amended from time to time. (ig) The parties hereto acknowledge and agree that, solely for administrative convenience, any amount paid in cash by the Issuer to any Closing Date Seller the Financing Subsidiary pursuant to a the Master Participation Agreement on account of its purchase of a participation interest in any of the initial Collateral Obligations to be conveyed thereunder shall be treated for all purposes hereunder as if such amount had been paid by the Issuer to the Transferor, in partial or full satisfaction of its obligations to pay the purchase price of such initial Collateral Obligations.

Sale and Purchase of the Conveyed Collateral. (a) Subject to the terms and conditions of this Agreement, on the Closing Date and each Cut-Off Purchase Date thereafter (including, for the avoidance of doubt, in the case of each Closing Date Participation Interestthereafter, the Elevation Date), the Transferor Seller hereby agrees to (i) sell, assign and otherwise convey (collectively, “Sell” and any such sale, assignment and/or other conveyance, a “Sale”), to the IssuerPurchaser, without recourse, and the Issuer Purchaser hereby agrees to purchase, all right, title and interest of the Transferor Seller (whether now owned or hereafter acquired or arising, and wherever located) in and to the Sale Portfolio designated by the Transferor Seller and (ii) transfer totransfer, or cause the deposit into, the Collection Account of all Interest Proceeds, Principal Proceeds and/or other Monies received by the Transferor Seller on account of any Sale Portfolio hereunder on and after the Cut-Off Purchase Date with respect to such Sale Portfolio and required to be deposited in the Collection Account pursuant to the Indenture, in each case, within two Business Days of the receipt thereof. The Transferor Seller hereby acknowledges that each Sale to the Issuer Purchaser hereunder is absolute and irrevocable, without reservation or retention of any interest whatsoever by the TransferorSeller. (b) It is understood and agreed by the parties hereto that certain of the initial Collateral Obligations being transferred hereunder from the Transferor to the Issuer are not expected to settle on the Closing Date. Therefore, in order to grant the economic benefits associated with such Collateral Obligations to the Issuer on the Closing Date, (i) the Transferor agrees to sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse except to the extent specifically provided herein, and the Issuer agrees to purchase from the Transferor, a 100% undivided participation interest in the Transferor’s interest in each Collateral Obligation listed on Schedule I and identified as a “participation” (each such Collateral Obligation, a “Closing Date Participation Interest”), which interest shall be understood to include all the Transferor’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 2.3 (the “Income Collections”), the legal title to which is held by the Transferor and (ii) the Issuer hereby acquires the Closing Date Participation Interests and assumes and agrees to perform and comply with all assumed obligations of the Transferor with respect thereto. The parties hereby agree to treat the transfer of the Closing Date Participation Interests by the Transferor to the Issuer as a sale and purchase on all of their respective relevant books and records. (c) The Transferor and the Issuer hereby acknowledge and agree that (i) the conveyance of the Closing Date Participation Interests is being effectuated pursuant to this Agreement and the Master Participation Agreements instead of an assignment of the Transferor’s legal interest in and title to each of the Closing Date Participation Interests (the transfer to the Issuer of which will not be effective until the individual assignments of each Closing Date Participation Interest become effective) because the conditions precedent under the related Underlying Instruments to the transfer, assignment and conveyance of the Transferor’s legal interest in and title to the Closing Date Participation Interests may not otherwise be fully satisfied as of the Closing Date and (ii) the conveyance of the Closing Date Participation Interests hereunder shall have the consequence that the Transferor does not have an equitable interest in the Closing Date Participation Interests and the Issuer holds 100% of the equitable interest in the Closing Date Participation Interests. The Issuer has prepared, or will prepare on or following the Closing Date, individual assignments consistent with the requirements of the related Underlying Instruments and provide them to the Persons required under such Underlying Instruments, which assignments will become effective in accordance with such Underlying Instruments upon obtaining certain consents thereto or upon the passage of time or both. Upon receipt by the Transferor or the Issuer of the effective assignment of any Closing Date Participation Interest participated pursuant to this Section 2.1, the Transferor, for value received, hereby sells to the Issuer, and the Issuer hereby purchases from the Transferor all of the Transferor’s right, title and interest in, to and under such Closing Date Participation Interest. (d) The Transferor Seller shall on each Cut-Off Purchase Date execute and deliver to the Issuer Purchaser a proposed Loan Assignment identifying the Sale Portfolio to be Sold by the Transferor Seller to the Issuer Purchaser on such Cut-Off Purchase Date. From and after such Cut-Off Purchase Date, the Sale Portfolio listed on Schedule I to the related Loan Assignment shall be deemed to be listed on Schedule I hereto and constitute part of the Sale Portfolio hereunder. (ec) On and after each Cut-Off Purchase Date hereunder and upon payment of the Purchase Price therefor, the Issuer Purchaser shall own the Sale Portfolio Sold by the Transferor Seller to the Issuer Purchaser on such Cut-Off Purchase Date, and the Transferor Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such Sale Portfolio. (fd) In connection with each Purchase of any Sale Portfolio hereunder, the Transferor Seller shall cause to be Delivered to the Custodian (with a copy to the Trustee), the Underlying Instruments and other Assets related to the Collateral Obligations that are a part of such Sale Portfolio being Sold by the Transferor Seller in accordance with the terms of the Indenture. (ge) In connection with the Purchase by the Issuer Purchaser of any Sale Portfolio as contemplated by this Agreement, the Transferor Seller further agrees that it shall, at its own expense, indicate clearly and unambiguously in its computer files on or prior to each Cut-Off Purchase Date, and its financial statements, that such Sale Portfolio has been purchased by the Issuer Purchaser in accordance with this Agreement. (hf) The Transferor Seller further agrees to deliver to the Issuer Purchaser on or before each Cut-Off Purchase Date a computer file containing a true, complete and correct list of all Collateral Obligations to be Sold hereunder on such Cut-Off Purchase Date, identified by the related Obligor’s name and Principal Balance as of the related Cut-Off Date. Such file or list shall be marked as Schedule I to the applicable Loan Assignment and shall be delivered to the Issuer Purchaser as confidential and proprietary, and is hereby incorporated into and made a part of Schedule I to this Agreement, as such Schedule I may be supplemented and amended from time to time. (i) The parties hereto acknowledge and agree that, solely for administrative convenience, any amount paid in cash by the Issuer to any Closing Date Seller pursuant to a Master Participation Agreement on account of its purchase of a participation interest in any of the initial Collateral Obligations to be conveyed thereunder shall be treated for all purposes hereunder as if such amount had been paid by the Issuer to the Transferor, in partial or full satisfaction of its obligations to pay the purchase price of such initial Collateral Obligations.