Sale of Additional Loans. The Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse except as provided in the Agreement, all of the Seller’s right, title and interest in, to and under (i) the Additional Loans as of the close of business on the Addition Cut-Off Date and all Scheduled Payments, other Collections and other funds received in respect of such Additional Loans on or after the Addition Cut-Off Date and any other monies due or to become due on or after the Addition Cut-Off Date in respect of any such Additional Loans, and any security therefor; (ii) the Timeshare Properties relating to the Timeshare Property Loans to the extent that they relate to such Timeshare Properties; (iii) any Mortgages relating to the Additional Loans; (iv) any Insurance Policies relating to the Additional Loans; (v) the Loan Files and other Records relating to the Additional Loans; (vi) the Loan Conveyance Documents relating to the Additional Loans; (vii) all interest, dividends, cash, instruments, financial assets and other investment property and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, or on account of, the sale or other disposition of the Additional Transferred Assets, and including all payments under Insurance Policies (whether or not any of the Seller, the Purchaser, the Master Servicer, the Issuer or the Trustee is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any Additional Transferred Assets, and any security granted or purported to be granted in respect of any Additional Transferred Assets; and (viii) all proceeds of any of the foregoing property described in clauses (i) through (vii) (collectively, the “Additional Transferred Assets”). In connection with the foregoing sale and if necessary, the Seller agrees to record and file one or more financing statements (and continuation statements or other amendments with respect to such financing statements when applicable) with respect to the Additional Transferred Assets meeting the requirements of applicable State law in such manner and in such jurisdictions as are necessary to perfect the sale of the Additional Transferred Assets to the Purchaser, and to deliver a file-stamped copy of such financing statements and continuation statements (or other amendments) or other evidence of such filing to the Purchaser. In connection with the fo...
Sale of Additional Loans. Seller does hereby sell, transfer, assign, set over, and otherwise convey to the Buyer, without recourse, representation or warranty (except as expressly set forth in Master Loan Purchase Agreement or this Supplemental Conveyance) all of Seller’s right, title and interest in, to and under the Additional Loans identified on Schedule A attached to this Supplemental Conveyance (which schedule shall amend, modify and supplement Schedule I attached to the Master Loan Purchase Agreement effective as of the Transfer Date with respect to such Additional Loans transferred to Seller on such Transfer Date, without any further action of the parties hereto), all interest accruing thereon, all monies due or to become due thereon, and all collections in respect thereof received on or after the applicable Transfer Date and all proceeds of the foregoing. The purchase price for the Additional Loans conveyed to Buyer under this Agreement and the applicable Supplemental Conveyance Agreement shall be payable on the Transfer Date in (i) cash in an amount equal to the fair market value of such Additional Loans as mutually agreed upon by Seller and Buyer, (ii) with the consent of the Seller, by means of an increase in the equity value in the Buyer held by Seller, and/or (iii) by a combination of clauses (i) and/or (ii) and/or other consideration. For avoidance of doubt, this computation of initial purchase price with respect to Additional Loans shall assume no reinvestment in new Loans.
Sale of Additional Loans. Subject to fulfilment of the conditions and undertakings set out in Sections 4.3 (Conditions to Sale of Additional Loans), 4.4 (Consideration for Additional Loans) and 4.5 (Deliveries on Transfer Dates), and subject further to the provisions of the Guarantor Agreement, if the Seller, at any time and from time to time serves a properly completed Additional Loan Notice substantially in the form set out in Schedule 3 (Additional Loan Notice) on the Guarantor with a copy to the Bond Trustee (such service to be in the Seller’s sole discretion), the Seller agrees that on the date for completion of the sale specified in such Additional Loan Notice (which date will be no less than five Toronto Business Days after the date of such Additional Loan Notice), the Seller will sell, transfer, assign and convey to the Guarantor all of the Seller’s right, title, interest and benefit in and to the Additional Loans and their Related Security (excluding registered or recorded title to the Related Security which will continue to be held by the Seller subject to Article 6 (Actions Upon a Registered Title Event and Related Matters)) on a fully-serviced basis.
