Transfer of Seller’s Interest. With respect to each transfer of a Transferred Asset on any Conveyance Date, (a) the Purchaser shall, as to each Transferred Asset, be a party to the relevant underlying instruments and have the rights and obligations of a lender thereunder, and (b) the Seller shall, to the extent provided in this Agreement, and the applicable underlying instruments, relinquish its rights and be released from its obligations, as to each Transferred Asset. The obligors or agents on the Transferred Asset were or will be notified of the transfer of the Transferred Asset to the Purchaser to the extent required under the applicable underlying instruments. The Trustee will have possession of the related underlying instrument (including the underlying promissory notes, if any).
Transfer of Seller’s Interest. With respect to each transfer of a Transferred Asset, (a) the Purchaser shall, as to each Transferred Asset, be a party to the relevant underlying instruments and have the rights and obligations of a lender thereunder, and (b) the Seller shall, to the extent provided in this Agreement, and the applicable underlying instruments, relinquish its rights and be released from its obligations, as to each Transferred Asset. The obligors or agents on the Transferred Asset were or will be notified of the transfer of the Transferred Asset to the Purchaser to the extent required under the applicable underlying instruments. The Trustee will have possession of the related underlying instrument (including the underlying promissory notes, if any).
Transfer of Seller’s Interest. (a) With respect to each Conveyance of a Transferred Asset on any Purchase Date, (i) the Purchaser shall, as to each Transferred Asset, be a party to the relevant Underlying Instruments and have the rights and obligations of a lender thereunder, and (ii) the Seller shall, to the extent provided in this Agreement, and the applicable Underlying Instruments, relinquish its rights and be released from its obligations, as to each Transferred Asset. The obligors or agents on the Transferred Asset were or will be notified of the transfer of the Transferred Asset to the Purchaser to the extent required under the applicable Underlying Instruments. The Purchaser, the Servicer or the Collateral Custodian will have possession of the related Underlying Instrument (including the underlying promissory notes, if any). The Seller and the Purchaser acknowledge and agree that, solely for administrative convenience, (i) any Assignment Agreement or other transfer document required to be executed and delivered in connection with the Conveyance of a Transferred Asset by the Seller to the Purchaser may reflect that the prior record holder (including any Affiliate or third party from whom the Seller may purchase such asset) is assigning such Transferred Asset directly to the Purchaser or (ii) the Purchaser, as designee of the Seller, may acquire such Transferred Asset as a lender at the closing thereof. Nothing in any such Assignment Agreement or other transfer document shall be deemed to impair the true sale or contribution from the Seller to the Purchaser hereunder in accordance with the terms hereof.
Transfer of Seller’s Interest. The second sentence of Section 24 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following: “Seller shall have the unrestricted right to transfer the Property, and concurrently assign this Agreement, to any third party without the consent of Xxxxxxxx; provided that Seller shall not, by act or omission, create a condition that would cause Xxxxxxxx to forfeit its ability to pursue specific performance of the Agreement, and that such assignment is subject to the Agreement Subject to the immediately preceding sentence, Seller shall be automatically relieved of any obligations and liabilities under this Agreement, provided that its assignee assumes all of Seller’s obligations under this Agreement.”
Transfer of Seller’s Interest. With respect to each transfer of a Transferred Asset on any Conveyance Date, (i) the Purchaser shall, as to each Transferred Asset, be a party to the relevant underlying instruments and have the rights and obligations of a lender thereunder, and (ii) the Seller shall, to the extent provided in this Agreement, and the applicable underlying instruments, relinquish its rights and be released from its obligations, as to each
Transfer of Seller’s Interest. With respect to each transfer of a Transferred Asset on any Purchase Date, (a) the Purchaser shall, as to each Transferred Asset, be a party to the relevant Collateral Asset Documents and have the rights and obligations of a lender thereunder, and (b) the Seller shall, to the extent provided in this Agreement, and the applicable Collateral Asset Documents, relinquish its rights and be released from its obligations, as to each Transferred Asset. The obligors or agents on the Transferred Asset were or will be notified of the transfer of the Transferred Asset to the Purchaser to the extent required under the applicable Collateral Asset Documents. The Collateral Administrator will have possession of the related underlying instrument (including the underlying promissory notes, if any).
Transfer of Seller’s Interest
