Transfer of Loan Assets. (a) The Seller shall sell, assign and convey Loan Assets to the Trust Depositor pursuant to the terms and provisions hereof.
(b) Subject to and upon the terms and conditions set forth herein, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, for a purchase price equal to the fair market value of the Loan Assets, a portion of which shall be paid by wire transfer of immediately available funds and the remainder of which will be deemed to be a contribution to the capital of the Trust Depositor, all the right, title and interest of the Seller in and to the Initial Loan Assets. To the extent the purchase price paid to the Seller for any Loan Assets is less than the fair market value of such Loan Assets, the difference between such fair market value and such purchase price shall be deemed to be a capital contribution made by the Seller to the Trust Depositor on the Closing Date in the case of the Initial Loans, as of the related Substitute Loan Cutoff Date in the case of any Substitute Loans and as of the related Additional Loan Cutoff Date in the case of any Additional Loans. For all purposes of this Agreement, any contributed Loan Assets shall be treated the same as Loan Assets sold for cash, including without limitation for purposes of Section 6.01.
(c) The Seller and the Trust Depositor each acknowledge with respect to itself that the representations and warranties of the Seller in Sections 3.01, 3.02 and 3.04 hereof and of the Trust Depositor in the Sale and Servicing Agreement and in Section 3.06 hereof will run to and be for the benefit of the Issuer and the Trustees, and the Issuer and the Trustees may enforce directly (without joinder of the Trust Depositor when enforcing against the Seller) the repurchase obligations of the Seller or the Trust Depositor, as applicable, with respect to breaches of such representations and warranties that materially and adversely affect the interest of any Noteholder as set forth in the Sale and Servicing Agreement or in this Agreement.
(d) The sale, transfer, assignment, set-over and conveyance of the Loan Assets by the Seller to the Trust Depositor pursuant to this Agreement does not constitute and is not intended to result in a creation or an assumption by the Trust Depositor of any obligation of the Seller in connection with the Loan Assets, or any agreement or instrument relating thereto, including, without limitation, (i) any obligation to any Obligor relating to a...
Transfer of Loan Assets. (a) The Originator shall sell, assign and convey assets to the Trust Depositor pursuant to the terms and provisions hereof.
(b) Subject to and upon the terms and conditions set forth herein, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, for a purchase price of $850,000,000 in cash, all of the right, title and interest of the Originator in and to the following (the items in clauses (i) - (vi) below, but in each case excluding the Retained Interest and Excluded Amounts, being collectively referred to herein as the “Loan Assets”):
(i) the Initial Loans and all Collections and other monies due or to become due in payment of such Loans on and after the Initial Cut-Off Date, including any Prepayment Amounts, any Prepayment Premiums, any Late Charges, any payments in respect of a casualty or early termination, any Insurance Proceeds and any Liquidation Proceeds received with respect to the foregoing;
(ii) the Collateral related to such Loans (to the extent the Originator, other than solely in its capacity as collateral agent under any loan agreement with an Obligor, has been granted a Lien thereon), including the related security interest granted by the Obligor under such Loans, all proceeds from any sale or other disposition of such Collateral, and all Insurance Policies;
(iii) the Loan Files and all documents and records (including computer records) relating thereto;
(iv) all guarantees, indemnities, warranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans;
(v) the Trust Accounts and all Trust Account Property (to the extent of the Originator’s interest if any therein); and
(vi) all income, payments, products, proceeds and other benefits of any and all of the foregoing. To the extent the purchase price paid to the Originator for any Loan is less than the fair market value of such Loan, the difference between such fair market value and the purchase price shall be deemed to be a capital contribution made by the Originator to the Trust Depositor on the applicable purchase date.
(c) The Originator and the Trust Depositor acknowledge that the representations and warranties of the Originator in Section 3.01, 3.02, 3.03, 3.04 and 3.05 will run to and be for the benefit of the Issuer, the Trustees and the Swap Counterparties, and the Issuer and the Trustees may enforce, directly without joinder of the Trust Depositor, the repurchase obl...
Transfer of Loan Assets. (a) The Originator shall sell, assign and convey Loan Assets to the Trust Depositor pursuant to the terms and provisions hereof.
(b) Subject to and upon the terms and conditions set forth herein, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, for a purchase price consisting of $187,078,701 in cash, all the right, title and interest of the Originator in and to the Initial Loan Assets. To the extent the purchase price paid to the Originator for any Loan Assets is less than the fair market value of such Loan Assets, the difference between such fair market value and such purchase price shall be deemed to be a capital contribution made by the Originator to the Trust Depositor on the Closing Date in the case of the Initial Loans and as of the related Cut-Off Date in the case of any Additional Loans or Substitute Loans. For all purposes of this Agreement, any contributed Loan Assets shall be treated the same as Loan Assets sold for cash, including without limitation for purposes of Section 6.01.
(c) The Originator and the Trust Depositor each acknowledge with respect to itself that the representations and warranties of the Originator in Sections 3.01 through 3.04 hereof and of the Trust Depositor in the Sale and Servicing Agreement and in Section 3.06 hereof will run to and be for the benefit of the Issuer and the Trustees, and the Issuer and the Trustees may enforce directly (without joinder of the Trust Depositor when enforcing against the Originator) the repurchase obligations of the Originator or the Trust Depositor, as applicable, with respect to breaches of such representations and warranties as set forth in the Sale and Servicing Agreement or in this Agreement.
(d) The sale, transfer, assignment, set-over and conveyance of the Loan Assets by the Originator to the Trust Depositor pursuant to this Agreement does not constitute and is not intended to result in a creation or an assumption by the Trust Depositor or the Issuer of any obligation of the Originator as lead agent, collateral agent or paying agent under any Agented Loan.
(e) The Originator and the Trust Depositor intend and agree that (i) the transfer of the Loan Assets by the Originator to the Trust Depositor hereunder and the transfer of the Loan Assets by the Trust Depositor to the Issuer under the Sale and Servicing Agreement are intended to be a sale, conveyance and transfer of ownership of the applicable Loan Assets, as the case may be, ...
Transfer of Loan Assets. On or promptly after the Closing Date, Seller shall physically deliver to Buyer all original promissory notes comprising Loan Assets (to the extent that the Seller has originals thereof), a Lost Note Affidavit (to the extent that the Seller does not have originals of such promissory notes), each original Loan Asset (to the extent that Seller has originals) and each other assignment instrument necessary to transfer perfected ownership to the extent of Seller's perfection of the Loan Assets, in each case, endorsed as described above (as applicable), and the Credit Files. Thereafter, risk of loss with respect to any Loan Asset, assignment instruments and Credit Files shall rest with Buyer.
Transfer of Loan Assets. 6 Section 2.01 Sale, Transfer and Assignment. ........................................................... 6 Section 2.02
Transfer of Loan Assets. (a) The Originator shall sell, assign and convey assets to the Trust Depositor pursuant to the terms and provisions hereof.
(i) the Initial Loans, all payments paid in respect thereof and all monies due, to become due or paid in respect thereof accruing on and after the Initial Cutoff Date and all Liquidation Proceeds and recoveries thereon, in each case as they arise after the Initial Cutoff Date, but not including the Retained Interest or Interest Collections received prior to December 1, 2001;
(ii) all security interests and liens and Collateral subject thereto from time to time purporting to secure payment by Obligors under such Loans;
(iii) all guaranties, indemnities and warranties, and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans;
(iv) all collections and records (including computer records) with respect to the foregoing;
(v) all documents relating to the Loan Files; and
(vi) all income, payments, proceeds and other benefits of any and all of the foregoing. To the extent the purchase price paid to the Originator for any Loan is less than the fair market value of such Loan, the difference between such fair market value and the purchase price shall be deemed to be a capital contribution made by the Originator to the Trust Depositor on the relevant Transfer Date.
(c) The Originator and the Trust Depositor acknowledge that the representations and warranties of the Originator in Sections 3.01, 3.02, 3.03, ------------- ---- ---- 3.04 and 3.05 will run to and be for the benefit of the Trust and the Trustees ---- ---- and the Trust and the Trustees may enforce, directly without joinder of the Trust Depositor, the repurchase obligations of the Originator with respect to breaches of such representations and warranties as set forth herein and in Section 6.01. -------------
(d) The sale, transfer, assignment, set-over and conveyance of the Loan Assets by the Originator to the Trust Depositor pursuant to this Agreement does not constitute and is not intended to result in a creation or an assumption by the Trust Depositor or the Trust of any obligation of the Originator in connection with the Loan Assets, or any agreement or instrument relating thereto, including, without limitation, (i) any obligation to any Obligor, if any, not financed by the Originator, (ii) any taxes, fees, or other charges imposed by any Governmental Authority or (iii) any insurance premiums that remain owing with res...
Transfer of Loan Assets. (a) The Servicer acknowledges that any or all of the Loan Assets may be sold, transferred, assigned or otherwise conveyed by the Owner to any third party without the consent or approval of the Servicer and without regard to whether a Servicer Event of Default has occurred. Any such transfer shall constitute a termination of this Agreement with respect to such Loan Assets, subject to the Owner’s notice requirements under Section 8.02(b) and reimbursement of Servicing Advances. The Servicer shall cooperate in good faith with the transfer of servicing of any sold or transferred Loan Assets as directed by the Owner and shall transfer any funds in the related Escrow Account and deliver the related Servicing File to the Person designated by the Owner. The Owner acknowledges that the Servicer shall not be obligated to perform Loan Servicing with respect to such transferred Loan Assets for any such third party unless and until the Servicer and such third party execute a servicing agreement having terms which are mutually agreeable to the Servicer and such third party.
Transfer of Loan Assets. (a) The Servicer acknowledges that any or all of the Loan Assets may be sold, transferred, assigned or otherwise conveyed by the Owner to any third party without the consent or approval of the Servicer and without regard to whether a Servicer Event of Default has occurred. Any such transfer shall constitute a termination of this Agreement with respect to such Loan Assets, subject to the Owner’s notice requirements under Section 8.02(b) and reimbursement of Servicing Advances. The Servicer shall cooperate in good faith with the transfer of servicing of any sold or transferred Loan Assets as directed by the Owner and shall transfer any funds in the related Escrow Account and deliver the related Servicing File to the Person designated by the Owner. The Owner acknowledges that the Servicer shall not be obligated to perform Loan Servicing with respect to such transferred Loan Assets for any such third party unless and until the Servicer and such third party execute a servicing agreement having terms which are mutually agreeable to the Servicer and such third party.
(b) Until the Servicer receives written notice from the Owner of the sale, transfer, assignment or conveyance of one or more Loan Assets, the Owner shall be presumed to be the owner and holder of such Loan Assets, the Servicer shall continue to earn Servicing Fees and Additional Servicing Compensation with respect to such Loan Assets and the Servicer shall continue to remit payments and other collections in respect of such Loan Assets to the Collection Account pursuant to the terms and provisions hereof.
Transfer of Loan Assets. Conditions to Transfer of Loan Assets to the Trust Depositor
Transfer of Loan Assets. Subject to and upon the terms and conditions set forth herein, the Originator hereby agrees to sell, transfer, assign, set over and otherwise convey to the Issuer, on the initial Transfer Date and on each subsequent Transfer Date, all the right, title and interest of the Originator in and to the following (the Originator’s interest in items (a)–(f) below, being collectively referred to herein as the “Loan Assets” but which in each case shall exclude any Retained Interest):
(a) the Loans identified on the Assignments delivered on the initial Transfer Date or such subsequent Transfer Date, all payments paid in respect thereof and all monies due, to become due or paid in respect thereof accruing on and after the related Cut–Off Date;
(b) all right, title and interest with respect thereto under the applicable Underlying Loan Agreement and Underlying Loan Documents, including the right to receive any indemnities, increased costs, taxes or similar amounts owed thereunder to any holder of the Loans;
(c) all Underlying Collateral, guaranties, indemnities and warranties, and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans;
(d) the Loan Files;
(e) all Records; and
(f) all proceeds of the foregoing.
