Common use of Consideration for, and Characterization of, Purchases Clause in Contracts

Consideration for, and Characterization of, Purchases. (a) On the terms and subject to the conditions set forth in this Agreement, ▇▇▇▇▇ agrees to make Purchase Price payments to, and accept capital contributions from, the Seller in accordance with the provisions of Section 2.12. (b) The transfers contemplated in Section 2.1 and Section 2.2 of Purchased Loans that are Eligible Loans as of the related Purchase Date shall be treated as (x) sales to the extent of cash received by the Seller from Buyer on the related Purchase Date and (y) to the extent the Total Consideration is in excess of the amount set forth in clause (x), a contribution to the capital of the Buyer in the amount of such excess. The transfers of Purchased Loans contemplated in Sections 2.1 and 2.2 that are not Eligible Loans as of the related Purchase Date shall be treated as a capital contribution to the Buyer.