Common use of Sale, Transfer and Assignment Clause in Contracts

Sale, Transfer and Assignment. (a) Transfer from the Seller to the Intermediate Seller on the Closing Date. Subject to and upon the terms and conditions set forth in this Agreement (including the conditions to purchase set forth in Article III), on the Closing Date (or, in the case of each Closing Date Participation, the Elevation Date), the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Intermediate Seller and the Intermediate Seller hereby purchases and takes from the Seller all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) of the Seller (including all obligations of the Seller as lender to fund any Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation conveyed by the Seller to the Intermediate Seller hereunder which obligations the Intermediate Seller hereby assumes) in the property identified in clauses (i)-(v) below and all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, accessions, proceeds and other property consisting of, arising out of, or related to any of the following (in each case excluding the Excluded Amounts) (collectively, together with any of the following relating to any Collateral Obligation conveyed pursuant to Section 2.01(d) below, the “Collateral”):

Sale, Transfer and Assignment. (a) Transfer from the Seller to the Intermediate Closing Date Seller on the Closing Date. Subject to and upon the terms and conditions set forth in this Agreement (including the conditions to purchase set forth in Article III), on the Closing Date (or, in the case of each Closing Date Participation, the Elevation Date), the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Intermediate Closing Date Seller and the Intermediate Closing Date Seller hereby purchases and takes from the Seller all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) of the Seller (including all obligations of the Seller as lender to fund any Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation conveyed by the Seller to the Intermediate Closing Date Seller hereunder which obligations the Intermediate Closing Date Seller hereby assumes) in the property identified in clauses (i)-(v) below and all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, accessions, proceeds and other property consisting of, arising out of, or related to any of the following (in each case excluding the Excluded Amounts) (collectively, together with any of the following relating to any Collateral Obligation conveyed pursuant to Section 2.01(d) below, the “Collateral”):

Sale, Transfer and Assignment. (a) Transfer from the Seller to the Intermediate Seller on the Closing Date. Subject to and upon On the terms and subject to the conditions set forth in this Agreement (including the conditions to purchase set forth in Article III), on each Purchase Date, (x) with respect to items of Collateral conveyed by the Closing Date (or, in the case of each Closing Date Participation, the Elevation Date)Seller hereunder, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Intermediate Seller Buyer, and the Intermediate Seller Buyer hereby purchases Purchases and takes from the Seller all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) of the Seller (including all obligations of the Seller as lender to fund any Revolving Collateral Obligation Loan or Delayed Drawdown Collateral Obligation Loan conveyed by the Seller to the Intermediate Seller Buyer hereunder which obligations the Intermediate Seller Buyer hereby assumes), and (y) in all other cases, with respect to items of Collateral Purchased by the Buyer hereunder, the Buyer hereby Purchases all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) (including all obligations as lender to fund any Revolving Collateral Loan or Delayed Drawdown Collateral Loan Purchased by Buyer hereunder which obligations Buyer hereby assumes), in the property identified in clauses (i)-(vi) - (iv) below and all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, accessions, proceeds and other property consisting of, arising out of, or related to any of the following (in each case excluding the Excluded Amounts) (collectively, together with any of the following relating to any Collateral Obligation conveyed pursuant to Section 2.01(d) below, the “Collateral”):

Sale, Transfer and Assignment. (a) Transfer from the Seller to the Intermediate Seller on the Closing Date. Subject to and upon On the terms and subject to the conditions set forth in this Agreement (including the conditions to purchase Purchase set forth in Article III), on each Purchase Date, (x) with respect to items of Collateral conveyed by the Closing Date (or, in the case of each Closing Date Participation, the Elevation Date)Seller hereunder, the Seller hereby sells, contributes, transfers, assigns, sets over and otherwise conveys to the Intermediate Seller Buyer, and the Intermediate Seller Buyer hereby purchases Purchases and takes from the Seller all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) of the Seller Seller, and (including y) in all obligations other cases, with respect to items of the Seller as lender to fund any Revolving Collateral Obligation purchased by or Delayed Drawdown Collateral Obligation conveyed by the Seller contributed to the Intermediate Seller hereunder which obligations Buyer hereunder, the Intermediate Seller Buyer hereby assumes) purchases or takes all right, title and interest (whether now owned or hereafter acquired or arising and wherever located), in the property identified in clauses (i)-(vi) - (iii) below and all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, contract rights, general intangibles, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions, proceeds and other property consisting of, arising out of, or related to any of the following following, property, whether now owned or existing or hereafter created, arising or acquired and wherever located (in each case excluding the Retained Interest and the Excluded Amounts) (collectively, together with any of the following relating to any Collateral Obligation conveyed pursuant to Section 2.01(d) below, the “Purchased Collateral”,” in the case of collateral purchased by the Buyer hereunder, and the “Contributed Collateral,” in the case of collateral contributed to the Buyer hereunder, as applicable):

Sale, Transfer and Assignment. (a) Transfer from the Seller to the Intermediate Seller Buyer on the Closing Date. Subject to and upon the terms and conditions set forth in this Agreement (including the conditions to purchase set forth in Article III), on the Closing Date (or, in the case of each Closing Date ParticipationParticipation Interest, the Elevation Date), the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Intermediate Seller Buyer and the Intermediate Seller Buyer hereby purchases and takes from the Seller all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) of the Seller (including all obligations of the Seller as lender to fund any Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation conveyed by the Seller to the Intermediate Seller Buyer hereunder which obligations the Intermediate Seller Buyer hereby assumes) in the property identified in clauses (i)-(v) below of this Section 2.01(a) and all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, accessions, proceeds and other property consisting of, arising out of, or related to any of the following (in each case excluding the Excluded Amounts) (collectively, together with any of the following relating to any Collateral Obligation conveyed pursuant to Section 2.01(d2.01(b) below, the “Collateral”):

Sale, Transfer and Assignment. (a) Transfer from the Seller to the Intermediate Closing Date Seller on the Closing Date. Subject to and upon the terms and conditions set forth in this Agreement (including the conditions to purchase set forth in Article III), on the Closing Date (or, in the case of each Closing Date Participation, the Elevation Date), the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Intermediate Closing Date Seller and the Intermediate Closing Date Seller hereby purchases and takes from the Seller all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) of the Seller (including all obligations of the Seller as lender to fund any Revolving Collateral Obligation Loan or Delayed Drawdown Collateral Obligation Draw Loan conveyed by the Seller to the Intermediate Closing Date Seller hereunder which obligations the Intermediate Closing Date Seller hereby assumes) in the property identified in clauses (i)-(v) below and all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, accessions, proceeds and other property consisting of, arising out of, or related to any of the following (in each case excluding the Excluded Amounts) (collectively, together with any of the following relating to any Collateral Obligation conveyed pursuant to Section 2.01(d) below, the “Collateral”):

Sale, Transfer and Assignment. (a) Transfer from the Seller to the Intermediate Seller Buyer on the Closing Date. Subject to and upon the terms and conditions set forth in this Agreement (including the conditions to purchase set forth in Article III), on the Closing Date (or, in the case of each Closing Date Participation, the Elevation Date), the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Intermediate Seller Buyer and the Intermediate Seller Buyer hereby purchases and takes from the Seller all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) of the Seller (including all obligations of the Seller as lender to fund any Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation conveyed by the Seller to the Intermediate Seller Buyer hereunder which obligations the Intermediate Seller Buyer hereby assumes) in the property identified in clauses (i)-(v) below and all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, accessions, proceeds and other property consisting of, arising out of, or related to any of the following (in each case excluding the Excluded Amounts) (collectively, together with any of the following relating to any Collateral Obligation conveyed pursuant to Section 2.01(d) below, the “Collateral”):

Sale, Transfer and Assignment. (a) Transfer from the Seller to the Intermediate Seller Buyer on the Closing Date. Subject to and upon the terms and conditions set forth in this Agreement (including the conditions to purchase set forth in Article III), on the Closing Date (or, in the case of each Closing Date Participation, the Elevation Date), the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Intermediate Seller Buyer and the Intermediate Seller Buyer hereby purchases and takes from the Seller all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) of the Seller (including all obligations of the Seller as lender to fund any Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation conveyed by the Seller to the Intermediate Seller Buyer hereunder which obligations the Intermediate Seller Buyer hereby assumes) in the property identified in clauses (i)-(v) below and all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, accessions, proceeds and other property consisting of, arising out of, or related to any of the following (in each case excluding the Excluded Amounts) (collectively, together with any of the following relating to any Collateral Obligation conveyed pursuant to Section 2.01(d) below, the “Collateral”):): (i) the Collateral Obligations listed on each Loan List delivered on the Closing Date by the Seller to the Buyer (as set forth on Schedule 1) and all monies due, to become due or paid in respect of such Collateral Obligations on and after the Closing Date, including but not limited to all collections on such Collateral Obligations and other recoveries thereon, in each case as they arise after the Closing Date; (ii) all Liens with respect to the Collateral Obligations referred to in clause (i) above; (iii) all Related Contracts with respect to the Collateral Obligations referred to in clause (i) above; (iv) all collateral security granted under any Related Contracts; and -6- (v) all income and proceeds of the foregoing. (b)

Sale, Transfer and Assignment. (a) Transfer from the Seller to the Intermediate Seller on the Closing Date. Subject to and upon the terms and conditions set forth in this Agreement (including the conditions to purchase set forth in Article III), on the Closing Date (or, in the case of each Closing Date ParticipationParticipation Interest, the Elevation Date), the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Intermediate Seller and the Intermediate Seller hereby purchases and takes from the Seller all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) of the Seller (including all obligations of the Seller as lender to fund any Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation conveyed by the Seller to the Intermediate Seller hereunder which obligations the Intermediate Seller hereby assumes) in the property identified in clauses (i)-(v) below of this Section 2.01(a) and all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, accessions, proceeds and other property consisting of, arising out of, or related to any of the following (in each case excluding the Excluded Amounts) (collectively, together with any of the following relating to any Collateral Obligation conveyed pursuant to Section 2.01(d) below, the “Collateral”):