Conveyed Collateral definition
Examples of Conveyed Collateral in a sentence
Subject to and upon the terms and conditions set forth herein, effective as of the Closing Date, the Retention Holder hereby sells, conveys and transfers to the Issuer all of the Retention Holder’s right, title and interest in, to and under the Initial Conveyed Collateral for a purchase price on the Closing Date equal to the Issuer Purchase Price with respect thereto.
The Transferor, at the time of and after giving effect to each conveyance of Conveyed Collateral hereunder and the transactions contemplated hereunder and under the Indenture and the other Transaction Documents, is solvent and is not aware of any pending insolvency.
The Retention Holder will promptly notify the Transferor, the Issuer and the Collateral Trustee of the existence of any such lien on any Conveyed Collateral; and the Retention Holder shall defend the respective right, title and interest of the Issuer in, to and under the Conveyed Collateral against all claims of third parties; provided that nothing in this Section 5.3(c) shall prevent or be deemed to prohibit the Grant of the Conveyed Collateral to the Collateral Trustee under the Indenture.
Except as expressly provided herein, the Retention Holder will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any lien on any Conveyed Collateral.
The parties hereto agree that each such Subsequent Transfer Agreement will be deemed to become part of this Agreement as of the date of its execution (each such date, a “Cut-Off Date”) without further amendment hereof, provided that any sale of Subsequent Conveyed Collateral shall be effective as of the Settlement Date specified in such Subsequent Transfer Agreement.
The transfer, assignment and conveyance of the Conveyed Collateral by the Transferor pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.
The purchase price paid by the Retention Holder for any Subsequent Conveyed Collateral shall be an amount equal to the Retention Holder Purchase Price with respect thereto and the purchase price paid by the Issuer for any Subsequent Conveyed Collateral shall be an amount equal to the Issuer Purchase Price with respect thereto.
This Agreement and each Subsequent Transfer Agreement, if any, shall effect a valid sale (or contribution, as the case may be), transfer and assignment of, or Grant of a security interest in, the Conveyed Collateral being so transferred, conveyed and assigned from the Retention Holder to the Issuer, enforceable against the Retention Holder and creditors of and purchasers from the Retention Holder.
The Retention Holder shall promptly take all actions required (including, but not limited to, all filings and other acts necessary or advisable under the UCC of each relevant jurisdiction) in order to continue (subject to any Permitted Lien) the first-priority perfected security interest of the Issuer in all Conveyed Collateral which has not been released pursuant to the Indenture.
Under the Collateral Management Agreement, the Issuer will be obligated to pay or reimburse the Collateral Manager for all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Retention Holder’s, Issuer’s and Collateral Trustee’s respective right, title and interest in and to the Conveyed Collateral (including, without limitation, the security interests provided for in the Indenture).