Common use of Transfer of Purchased Assets Clause in Contracts

Transfer of Purchased Assets. On the Purchase Date for each Purchased Asset, and subject to the satisfaction of all applicable conditions precedent in Article 6, (a) ownership of and title to such Purchased Asset shall be transferred to and vest in Buyer or its designee against the simultaneous transfer of the Purchase Price to the account of Seller specified in Annex 2 (or, if not specified therein, in the related Confirmation or as directed by Seller), and (b) Seller hereby sells, transfers, conveys and assigns to Buyer on a servicing released basis all of Seller’s right, title and interest (but no Retained Interests) in and to such Purchased Asset, subject to Seller’s right to repurchase such Asset as set forth in this Agreement. Subject to this Agreement, during the Funding Period, Seller may sell to Buyer, repurchase from Buyer and re-sell Eligible Assets to Buyer, but Seller may not substitute other Eligible Assets for Purchased Assets. Buyer has the right to designate the servicer and sub-servicer (if any) of the Purchased Assets and, as of the Closing Date, Buyer will appoint Xxxxx as Servicer in accordance with the terms of the Servicing Agreement and Article 17. The Servicing Rights and other servicing provisions under this Agreement are not severable from or to be separated from the Purchased Assets under this Agreement, and such Servicing Rights and other servicing provisions of this Agreement constitute (x) “related terms” under this Agreement within the meaning of Section 101(47)(A)(i) of the Bankruptcy Code and/or (y) a security agreement or other arrangement or other credit enhancement related to the Repurchase Documents.

Transfer of Purchased Assets. On the Purchase Date for each Purchased Asset, and subject to the satisfaction of all applicable conditions precedent in Article 6, (a) ownership of and title to such Purchased Asset shall be transferred to and vest in Buyer or its designee against the simultaneous transfer of the Purchase Price to the account of Seller specified in Annex 2 (or, if not specified therein, in the related Confirmation or as directed by Seller), and (b) Seller hereby sells, transfers, conveys and assigns to Buyer on a servicing released basis all of Seller’s right, title and interest (but no Retained Interests) in and to such Purchased Asset, subject to Seller’s the repurchase right to repurchase such Asset as set forth in this Agreement. Subject to this Agreement, during the Funding Period, Seller may sell to Buyer, repurchase from Buyer and re-sell Eligible Assets to Buyer, but Seller may not substitute other Eligible Assets for Purchased Assets. Buyer has the right to designate the servicer and sub-servicer (if any) of the Purchased Assets and, as of the Closing Date, Buyer will appoint Xxxxx Wxxxx as Servicer in accordance with the terms of the Servicing Agreement and Article 17. The Servicing Rights and other servicing provisions under this Agreement are not severable from or to be separated from the Purchased Assets under this Agreement, and such Servicing Rights and other servicing provisions of this Agreement constitute (x) “related terms” under this Agreement within the meaning of Section 101(47)(A)(i) of the Bankruptcy Code and/or (y) a security agreement or other arrangement or other credit enhancement related to the Repurchase Documents.

Transfer of Purchased Assets. On the Purchase Date for each Purchased Asset, and subject to the satisfaction of all applicable conditions precedent in Article 6, (a) ownership of and title to such Purchased Asset shall be transferred to and vest in Buyer or its designee against the simultaneous transfer of the Purchase Price to the account of Seller specified in Annex 2 (or, if not specified therein, in the related Confirmation or as directed by Seller), and (b) Seller hereby sells, transfers, conveys and assigns to Buyer on a servicing released basis all of Seller’s right, title and interest (but no Retained Interests) in and to such Purchased Asset, subject to Seller’s right to repurchase such Asset as set forth in this Agreement. Subject to this Agreement, during the Funding Period, Seller may sell to Buyer, repurchase from Buyer and re-sell Eligible Assets to Buyer, but Seller may not substitute other Eligible Assets for Purchased Assets. Buyer has the right to designate the servicer and sub-servicer (if any) of the Purchased Assets and, as of the Closing Date, Buyer will appoint Xxxxx Trimont to act as Servicer in accordance with the terms of the Servicing Agreement and Article 17. The Servicing Rights and other servicing provisions under this Agreement are not severable from or to be separated from the Purchased Assets under this Agreement, and such Servicing Rights and other servicing provisions of this Agreement constitute (x) “related terms” under this Agreement within the meaning of Section 101(47)(A)(i) of the Bankruptcy Code and/or (y) a security agreement or other arrangement or other credit enhancement related to the Repurchase Documents. To the extent any additional limited liability company is formed by a Division of Seller (and without prejudice to Sections 8.01 and 9.01 hereof), Seller shall cause each such Division LLC to sell, transfer, convey and assign to Buyer on a servicing released basis and for no additional consideration all of each such Division LLC’s right, title and interest in and to each Purchased Asset, together with all related Servicing Rights in the same manner and to the same extent as the sale, transfer, conveyance and assignment by Seller on each related Purchase Date of all of Seller’s right, title and interest in and to each Purchased Asset, together with all related Servicing Rights.

Transfer of Purchased Assets. On the Purchase Date for each Purchased Asset, and subject to the satisfaction of all applicable conditions precedent in Article 6, (a) ownership of and title to such Purchased Asset shall be transferred to and vest in Buyer or its designee against the simultaneous transfer of the Purchase Price to the account of Seller specified in Annex 2 (or, if not specified therein, in the related Confirmation or as directed by Seller), and (b) Seller hereby sells, transfers, conveys and assigns to Buyer on a servicing released basis all of Seller’s 's right, title and interest (but no Retained Interests) in and to such Purchased Asset, subject to Seller’s the repurchase right to repurchase such Asset as set forth in this Agreement. Subject to this Agreement, during the Funding Period, Seller may sell to Buyer, repurchase from Buyer and re-sell Eligible Assets to Buyer, but Seller may not substitute other Eligible Assets for Purchased Assets. Buyer has the right to designate the servicer and sub-servicer (if any) of the Purchased Assets and, as of the Closing Date, Buyer will appoint has appointed Xxxxx as Servicer in accordance with the terms of the Servicing Agreement and Article 17. The Servicing Rights and other servicing provisions under this Agreement are not severable from or to be separated from the Purchased Assets under this Agreement, and such Servicing Rights and other servicing provisions of this Agreement constitute (x) “"related terms” " under this Agreement within the meaning of Section 101(47)(A)(i) of the Bankruptcy Code and/or (y) a security agreement or other arrangement or other credit enhancement related to the Repurchase Documents.

Transfer of Purchased Assets. On the Purchase Date for each Purchased Asset, and subject to the satisfaction of all applicable conditions precedent in Article 6, (a) ownership of and title to such Purchased Asset shall be transferred to and vest in Buyer or its designee against the simultaneous transfer of the Purchase Price to the account of Seller specified in Annex 2 (or, if not specified therein, in the related Confirmation or as directed by Seller), and (b) Seller hereby sells, transfers, conveys and assigns to Buyer on a servicing released basis all of Seller’s right, title and interest (but no Retained Interests) in and to such Purchased Asset, subject to Seller’s the repurchase right to repurchase such Asset as set forth in this Agreement. Subject to this Agreement, during the Funding Period, Seller may sell to Buyer, repurchase from Buyer and re-sell Eligible Assets to Buyer, but Seller may not substitute other Eligible Assets for Purchased Assets. Buyer has the right to designate the servicer and sub-servicer (if any) of the Purchased Assets and, as of the Closing Date, Assets. Buyer will appoint Xxxxx permit WF Servicer and C-III Servicer to act as Servicer Servicers in accordance with the terms of the applicable Servicing Agreement and Article 17. The Servicing Rights and other servicing provisions under this Agreement are not severable from or to be separated from the Purchased Assets under this Agreement, and such Servicing Rights and other servicing provisions of this Agreement constitute (x) “related terms” under this Agreement within the meaning of Section 101(47)(A)(i) of the Bankruptcy Code and/or (y) a security agreement or other arrangement or other credit enhancement related to the Repurchase Documents. To the extent any additional limited liability company is formed by a Division of Seller (and without prejudice to Sections 8.01 and 9.01 hereof), Seller shall cause each such Division LLC to sell, transfer, convey and assign to Buyer on a servicing released basis and for no additional consideration all of each such Division LLC’s right, title and interest in and to each Purchased Asset, together with all related Servicing Rights in the same manner and to the same extent as the sale, transfer, conveyance and assignment by Seller on each related Purchase Date of all of Seller’s right, title and interest in and to each Purchased Asset, together with all related Servicing Rights.”

Transfer of Purchased Assets. On At the Purchase Date for each Purchased Asset, and subject to the satisfaction of all applicable conditions precedent in Article 6, (a) ownership of and title to such Purchased Asset shall be transferred to and vest in Buyer or its designee against the simultaneous transfer of the Purchase Price to the account of Seller specified in Annex 2 (or, if not specified thereinClosing, in the related Confirmation or as directed by Seller)case of the Initial Closing Jurisdictions, and (b) at the applicable Subsequent Closing, in the case of each Subsequent Closing Jurisdiction, Buyer and its designated Buying Affiliates will purchase from Seller hereby sellsand the Selling Affiliates, transfers, conveys and assigns Seller and the Selling Affiliates will transfer to Buyer on a servicing released basis and its designated Buying Affiliates all of Seller’s their right, title and interest (but no Retained Interests) in and to such Purchased Assetto, subject to Seller’s right to repurchase such Asset as set forth in this Agreement. Subject to this Agreement, during the Funding Period, Seller may sell to Buyer, repurchase from Buyer and re-sell Eligible Assets to Buyer, but Seller may not substitute other Eligible Assets for Purchased Assets. Buyer has the right to designate the servicer and sub-servicer (if any) all of the Purchased Assets andof each Business Unit located in the applicable Closing Jurisdiction. For the avoidance of doubt, as of unless otherwise expressly agreed by the Parties in writing, legal title to Purchased Assets located in a particular Closing Jurisdiction will not be deemed purchased by Buyer or its designated Buying Affiliates, and will not be deemed transferred or sold by Seller and the Selling Affiliates, until the Closing Date, Buyer will appoint Xxxxx as Servicer in accordance with the terms case of the Servicing Agreement and Article 17Initial Closing Jurisdictions, or the applicable Subsequent Closing Date, in the case of each Subsequent Closing Jurisdiction. The Servicing Rights and other servicing provisions under this Agreement are not severable from or Purchased Contracts to which a Selling Affiliate is a party will be deemed to be separated from located in the jurisdiction in which the Selling Affiliate is organized and has its operations; provided, that, if Seller and one or more Selling Affiliates, or one or more Selling Affiliates, are party to a particular Purchased Assets under this AgreementContract, and such Servicing Rights and other servicing provisions of this Agreement constitute (x) “related terms” under this Agreement within the meaning Purchased Contract will be deemed to be a separate Contract of Section 101(47)(A)(i) of the Bankruptcy Code and/or Seller, if applicable, and each such Selling Affiliate, (y) a security agreement or other arrangement or other credit enhancement related the rights, title and interest of Seller under such Purchased Contract, if applicable, will be deemed located in the United States and transferred at the Initial Closing, and (z) the rights, title and interest of each such Selling Affiliate under such Purchased Contract will be deemed to be located in the Repurchase Documentsjurisdiction in which the Selling Affiliate is organized and has its operations and, subject to Section 2.7, will transfer at the Closing, in the case of Purchased Contracts located in the Initial Closing Jurisdictions, and at the applicable Subsequent Closing, in the case of each Subsequent Closing Jurisdiction.