Common use of Transfer of the Conveyed Assets Clause in Contracts

Transfer of the Conveyed Assets. (a) Effective as of the 20 - Closing Date and immediately before the transactions contemplated by the 20 - Exchange Note Transfer Agreement, the Lender sells and assigns to the Depositor, without recourse, all right, title and interest of the Lender, whether now owned or hereunder acquired, in the following “Conveyed Assets”: (i) the 20 - Exchange Note; (ii) all of the Lender’s rights and benefits, as Exchange Noteholder of the 20 - Exchange Note under the 20 - Exchange Note, the Credit and Security Agreement, the 20 - Exchange Note Supplement and the 20 - Servicing Agreement; and (iii) all proceeds, accounts, money, general intangibles, instruments, chattel paper, goods, investment property and other property consisting of, arising from or relating to the foregoing. (b) In consideration for the Conveyed Assets, the Depositor will pay to the Lender an amount equal to the net proceeds of the sale of the Notes in cash by federal wire transfer on the 20 - Closing Date. The Depositor and the Lender each represents and warrants to the other that the amount of cash paid by the Depositor, together with the increase in the value in the Lender’s capital in the Depositor, is equal to the fair market value of the Conveyed Assets. (c) The sale, transfer, assignment and conveyance of the Conveyed Assets pursuant to this Agreement is without recourse, and the Lender does not guarantee payment on the 20 - Exchange Note or collection of any underlying asset included in the 20 - Designated Pool.

Transfer of the Conveyed Assets. (a) Effective as of the 20 - 20__-_ Closing Date and immediately before the transactions contemplated by the 20 - 20__-_ Exchange Note Transfer Agreement, the Lender sells and assigns to the Depositor, without recourse, all right, title and interest of the Lender, whether now owned or hereunder acquired, in the following “Conveyed Assets”: (i) the 20 - 20__-_ Exchange Note; (ii) all of the Lender’s rights and benefits, as Exchange Noteholder of the 20 - 20__-_ Exchange Note under the 20 - 20__-_ Exchange Note, the Credit and Security Agreement, the 20 - 20__-_ Exchange Note Supplement and the 20 - 20__-_ Servicing Agreement; and (iii) all proceeds, accounts, money, general intangibles, instruments, chattel paper, goods, investment property and other property consisting of, arising from or relating to the foregoing. (b) In consideration for the Conveyed Assets, the Depositor will pay to the Lender an amount equal to the net proceeds of the sale of the Notes in cash by federal wire transfer on the 20 - 20__-_ Closing Date. The Depositor and the Lender each represents and warrants to the other that the amount of cash paid by the Depositor, together with the increase in the value in the Lender’s capital in the Depositor, is equal to the fair market value of the Conveyed Assets. (c) The sale, transfer, assignment and conveyance of the Conveyed Assets pursuant to this Agreement is without recourse, and the Lender does not guarantee payment on the 20 - 20__-_ Exchange Note or collection of any underlying asset included in the 20 - 20__-_ Designated Pool.