Common use of Transfer of the Conveyed Assets Clause in Contracts

Transfer of the Conveyed Assets. (a) On the date hereof, the Seller hereby sells, conveys and transfers to the Issuer all of the Seller’s right, title and interest in, to and under the Conveyed Assets listed on Schedule 1 hereto (the “Initial Conveyed Assets”) for the purchase price equal to the aggregate fair market value thereof as reasonably determined by the Collateral Manager. The Conveyed Assets to be acquired by the Issuer on the Closing Date will be transferred to the Issuer from the Seller in exchange for cash from the net proceeds of the sale of the Notes sold to investors on the Closing Date. For the avoidance of doubt, with respect to each Conveyed Asset, the Issuer shall acquire all rights to payments thereon that accrue on and after the Transfer Date. The Issuer shall not acquire any rights to interest payments thereon that, as of the Transfer Date, are accrued but unpaid with respect to the period to but excluding the Transfer Date. (b) Each of the Seller and the Issuer agrees and acknowledges that the Issuer may, as permitted hereunder and under the Indenture, acquire from the Seller additional Conveyed Assets, and may acquire substitute Conveyed Assets as set forth in Section 2.3 and the Indenture, for a purchase price determined by the Collateral Manager based on its internal credit review process and equal to the fair market value thereof on the date of acquisition thereof as reasonably determined by the Collateral Manager. To the extent the fair market value of such Conveyed Assets exceeds the amount of cash received by the Seller, such amount will be deemed a contribution to the Issuer by the Seller. The Conveyed Assets will be acquired, in each case, pursuant to this Agreement, the Master Participation Agreements (in the case of the Closing Date Participations) and one or more assignment agreements in the form specified in, or permitted by, the applicable Underlying Document having an effective date as specified in such assignment agreement without further amendment hereof. Upon the conveyance or substitution of any Conveyed Assets, the Issuer shall update Schedule 1 hereto. Notwithstanding any other provision of this Agreement, only the rights and obligations of the Seller as a lender under such Conveyed Assets are sold and transferred thereby. The sale and transfer of any Conveyed Assets hereunder does not constitute and is not intended to result in a creation or assumption by the Issuer or any assignee of the Issuer (including the Trustee for the benefit of the Secured Parties), of any obligation of the Seller as administrative agent, collateral agent or paying agent under any Collateral Obligation. (c) [Reserved.] (d) Except as specifically provided in this Agreement, the sale of any Conveyed Assets under this Agreement shall be without recourse to the Seller; it being understood that the Seller shall be liable to the Issuer for all representations, warranties, covenants and indemnities made by the Seller pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to the Seller for the credit risk of the Obligors. Each of the Seller and the Issuer agrees that the representations, warranties and covenants of the Seller set forth herein will run to and be for the benefit of the Issuer and the Trustee. The parties hereto acknowledge and agree that the Trustee for the benefit of the Secured Parties is a third party beneficiary of such representations, warranties and covenants. (e) Each of the Seller and the Issuer intends and agrees that (i) the sale, conveyance and transfer of the Conveyed Assets by the Seller to the Issuer, pursuant to this Agreement, in each and every case is intended to be, is and shall be treated for all purposes as, an absolute sale, conveyance and transfer of ownership of the applicable Conveyed Assets (free and clear of any Lien other than Permitted Liens) rather than the mere granting of a security interest to secure a financing and (ii) such Conveyed Assets shall not be part of the Seller’s estate in the event of a filing of a bankruptcy petition or other action by or against the Seller under any bankruptcy, reorganization, insolvency or similar laws. It is, further, not the intention of the parties that any such sale, conveyance or transfer be deemed a pledge of any Conveyed Assets by the Seller to the Issuer to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding such intent and agreement, any such Conveyed Assets are held to continue to be the property of the Seller, then the parties hereto agree that the Seller hereby grants to the Issuer a security interest in all of its right, title and interest in, to and under such Conveyed Assets (whether now existing or hereafter created) and all proceeds thereof. For such purposes, this Agreement shall constitute a security agreement under the UCC, to secure the prompt and complete payment of a loan deemed to have been made by the Issuer to the Seller in an amount equal to the aggregate purchase price paid to the Seller together with such other obligations of the Seller as may arise hereunder in favor of the Issuer. (f) If any such transfer of Conveyed Assets by the Seller to the Issuer is deemed to be the mere granting of a security interest to secure a financing, the Issuer may, to secure the Issuer’s obligations under the Indenture, repledge and reassign to the Trustee for the benefit of the Secured Parties (i) all or a portion of the Conveyed Assets pledged to the Issuer by the Seller and with respect to which the Issuer has not released its security interest at the time of such pledge and assignment and (ii) all proceeds thereof. Such repledge and reassignment may be made with or without a repledge and reassignment by the Issuer of its rights under any agreement with the Seller, and without further notice to or acknowledgment from the Seller. The Seller hereby authorizes the Issuer to file or cause to be filed, and the Issuer shall file or shall cause to be filed, in all jurisdictions and with all filing offices as are necessary or advisable to perfect the precautionary security interest granted to the Issuer pursuant to Section 2.1(e), a precautionary UCC-1 financing statement and any amendments thereto and continuation statements thereto as may be necessary or advisable naming the Seller as debtor, the Issuer as secured party and the Trustee as assignee, listing all of the Conveyed Assets pledged hereunder as collateral thereunder.

Transfer of the Conveyed Assets. (a) On the date hereof, the Seller hereby sells, conveys and transfers to the Issuer all of the Seller’s right, title and interest in, to and under the Conveyed Assets listed on Schedule 1 hereto (the “Initial Conveyed Assets”) for the purchase price equal to the aggregate fair market value thereof as reasonably determined by the Collateral Manager. The Conveyed Assets to be acquired by the Issuer on the Closing Date will be transferred to the Issuer from the Seller in exchange for cash from the net proceeds of the sale of the Notes sold to investors on the Closing Date. For the avoidance of doubt, with respect to each Conveyed Asset, the Issuer shall acquire all rights to payments thereon that accrue on and after the Transfer Date. The Issuer shall not acquire any rights to interest payments thereon that, as of the Transfer Date, are accrued but unpaid with respect to the period to but excluding the Transfer Date. (b) Each of the Seller and the Issuer agrees and acknowledges that the Issuer may, as permitted hereunder and under the Indenture, acquire from the Seller additional Conveyed Assets, and may acquire substitute Conveyed Assets as set forth in Section 2.3 and the Indenture, for a purchase price determined by the Collateral Manager based on its internal credit review process and equal to the fair market value thereof on the date of acquisition thereof as reasonably determined by the Collateral Manager. To the extent the fair market value of such Conveyed Assets exceeds the amount of cash received by the Seller, such amount will be deemed a contribution to the Issuer by the Seller. The Conveyed Assets will be acquired, in each case, pursuant to this Agreement, the Master Participation Agreements Agreement (in the case of the Closing Date Participations) and one or more assignment agreements in the form specified in, or permitted by, the applicable Underlying Document having an effective date as specified in such assignment agreement without further amendment hereof. Upon the conveyance or substitution of any Conveyed Assets, the Issuer shall update Schedule 1 hereto. Notwithstanding any other provision of this Agreement, only the rights and obligations of the Seller as a lender under such Conveyed Assets are sold and transferred thereby. The sale and transfer of any Conveyed Assets hereunder does not constitute and is not intended to result in a creation or assumption by the Issuer or any assignee of the Issuer (including the Trustee for the benefit of the Secured Parties), of any obligation of the Seller as administrative agent, collateral agent or paying agent under any Collateral Obligation. (c) [Reserved.] (d) Except as specifically provided in this Agreement, the sale of any Conveyed Assets under this Agreement shall be without recourse to the Seller; it being understood that the Seller shall be liable to the Issuer for all representations, warranties, covenants and indemnities made by the Seller pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to the Seller for the credit risk of the Obligors. Each of the Seller and the Issuer agrees that the representations, warranties and covenants of the Seller set forth herein will run to and be for the benefit of the Issuer and the Trustee. The parties hereto acknowledge and agree that the Trustee for the benefit of the Secured Parties is a third party beneficiary of such representations, warranties and covenants. (e) Each of the Seller and the Issuer intends and agrees that (i) the sale, conveyance and transfer of the Conveyed Assets by the Seller to the Issuer, pursuant to this Agreement, in each and every case is intended to be, is and shall be treated for all purposes as, an absolute sale, conveyance and transfer of ownership of the applicable Conveyed Assets (free and clear of any Lien other than Permitted Liens) rather than the mere granting of a security interest to secure a financing and (ii) such Conveyed Assets shall not be part of the Seller’s estate in the event of a filing of a bankruptcy petition or other action by or against the Seller under any bankruptcy, reorganization, insolvency or similar laws. It is, further, not the intention of the parties that any such sale, conveyance or transfer be deemed a pledge of any Conveyed Assets by the Seller to the Issuer to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding such intent and agreement, any such Conveyed Assets are held to continue to be the property of the Seller, then the parties hereto agree that the Seller hereby grants to the Issuer a security interest in all of its right, title and interest in, to and under such Conveyed Assets (whether now existing or hereafter created) and all proceeds thereof. For such purposes, this Agreement shall constitute a security agreement under the UCC, to secure the prompt and complete payment of a loan deemed to have been made by the Issuer to the Seller in an amount equal to the aggregate purchase price paid to the Seller together with such other obligations of the Seller as may arise hereunder in favor of the Issuer. (f) If any such transfer of Conveyed Assets by the Seller to the Issuer is deemed to be the mere granting of a security interest to secure a financing, the Issuer may, to secure the Issuer’s obligations under the Indenture, repledge and reassign to the Trustee for the benefit of the Secured Parties (i) all or a portion of the Conveyed Assets pledged to the Issuer by the Seller and with respect to which the Issuer has not released its security interest at the time of such pledge and assignment and (ii) all proceeds thereof. Such repledge and reassignment may be made with or without a repledge and reassignment by the Issuer of its rights under any agreement with the Seller, and without further notice to or acknowledgment from the Seller. The Seller hereby authorizes the Issuer to file or cause to be filed, and the Issuer shall file or shall cause to be filed, in all jurisdictions and with all filing offices as are necessary or advisable to perfect the precautionary security interest granted to the Issuer pursuant to Section 2.1(e), a precautionary UCC-1 financing statement and any amendments thereto and continuation statements thereto as may be necessary or advisable naming the Seller as debtor, the Issuer as secured party and the Trustee as assignee, listing all of the Conveyed Assets pledged hereunder as collateral thereunder.

Transfer of the Conveyed Assets. (a) On the date hereofeach Transfer Date, the Seller hereby sells, conveys and transfers to the Issuer all in consideration of the payment of the aggregate Sale Agreement Purchase Price (whether in cash and/or in exchange for an increase in the value of Seller’s capital account in Purchaser by means of a contribution to capital), Seller will sell, contribute, transfer, assign and set over and otherwise convey to Purchaser and Purchaser will purchase from Seller, without recourse, all right, title and interest of Seller in, to and under the Conveyed Loans listed in the related Loan Schedule and the other Loan Assets listed on Schedule 1 hereto (the “Initial Conveyed Assets”) for the purchase price equal related to the aggregate fair market value thereof as reasonably determined by the Collateral Managersuch Loans. The Conveyed Assets to be acquired by the Issuer on the Closing Date will be transferred to the Issuer from the Seller in exchange for cash from the net proceeds of the sale of the Notes sold to investors on the Closing Date. For the avoidance of doubt, with respect to each Conveyed Asset, the Issuer shall acquire all rights to payments thereon that accrue on and after the Transfer Date. The Issuer shall not acquire any rights to interest payments thereon that, as of the Transfer Date, are accrued but unpaid with respect to the period to but excluding the Transfer Date. (b) Each of the Seller and the Issuer Purchaser agrees and acknowledges that the Issuer may, as permitted hereunder and under the Indenture, acquire from the Seller additional Conveyed Assets, and may acquire substitute Conveyed Assets as set forth in Section 2.3 and the Indenture, for a purchase price determined by the Collateral Manager based on its internal credit review process and equal to Sale Agreement Purchase Price of each Loan equals the fair market value thereof and that the sale thereof is being made on the date of acquisition thereof as reasonably determined by the Collateral Manager. To the extent the fair market value of such Conveyed Assets exceeds the amount of cash received by the Seller, such amount will be deemed a contribution an arm’s length basis and on terms no less favorable to the Issuer by Purchaser and Seller than would be the Sellercase if Seller were not the sole member of the Purchaser. The Conveyed Loan Assets will be acquired, in each case, pursuant to this Agreement, the Master Participation Agreements (in the case of the Closing Date Participations) Agreement and one or more assignment agreements in the form specified in, or permitted by, pursuant to the applicable Underlying Document Instruments having an effective date as specified in such assignment agreement without further amendment hereof. Upon The Sale Agreement Purchase Price for each Loan Asset shall be paid by the conveyance Purchaser in a combination of (i) cash in immediately available funds and/or (ii) in exchange for an increase in the value of Seller’s capital account in Purchaser by means of a contribution to capital; provided that the Seller may elect to designate all or substitution any portion of any Conveyed Assets, the Issuer shall update Schedule 1 heretoLoan Asset being transferred by it to the Purchaser as a capital contribution to the Purchaser. Notwithstanding any other provision of this Agreement, only the rights and obligations of the Seller as a lender under such Conveyed Assets Loan are sold and transferred thereby. The sale and transfer of any Conveyed Assets hereunder does not constitute and is not intended to result in a creation or assumption by the Issuer Purchaser or any assignee of the Issuer Purchaser (including the Trustee Collateral Agent for the benefit of the Secured Parties), of any obligation of the Seller as administrative agent, collateral agent or paying agent under any Collateral ObligationAgented Loan. (c) [Reserved.] (db) Except as specifically provided in this Agreement, the sale of any Conveyed Assets under this Agreement shall be without recourse to the Seller; it being understood that the Seller shall be liable to the Issuer Purchaser for all representations, warranties, covenants and indemnities made by the Seller pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to the Seller for the credit risk of the Obligors. Each of the Seller and the Issuer Purchaser agrees that the representations, warranties and covenants of the Seller set forth herein will run to and be for the benefit of the Issuer Purchaser and the TrusteeCollateral Agent. The parties hereto acknowledge and agree that the Trustee Collateral Agent for the benefit of the Secured Parties is a third party beneficiary of such representations, warranties and covenants. (ec) Each of the Seller and the Issuer Purchaser intends and agrees that (i) the sale, conveyance and transfer of the Conveyed Assets by the Seller to the Issuer, Purchaser pursuant to this Agreement, Agreement in each and every case is intended to be, is and shall be treated for all purposes (other than tax and consolidated accounting purposes) as, an absolute sale, conveyance and transfer of ownership of the applicable Conveyed Assets (free and clear of any Lien other than Permitted Liens) rather than the mere granting of a security interest to secure a financing financing, a debt or any other obligation and (ii) such Conveyed Assets shall not be part of the Seller’s estate in the event of a filing of a bankruptcy petition or other action by or against the Seller under any bankruptcyInsolvency Law; provided that as a result of the consolidated required by GAAP, reorganization, insolvency or similar lawsthe transfers of the Conveyed Assets may be reflected as a financing by the Seller in its consolidated financial statements. It is, further, not the intention of the parties that any such sale, conveyance or transfer be deemed a pledge of any Conveyed Assets by the Seller to the Issuer Purchaser to secure a financing, a debt or other obligation of the Seller. However, in the event that, that notwithstanding such intent and agreement, any such Conveyed Assets are held to continue to be the property of the Seller, then the parties hereto agree that the Seller hereby grants to the Issuer Purchaser a security interest in all of its right, title and interest in, to and under such Conveyed Assets (whether now existing or hereafter created) and all proceeds thereof. For such purposes, this Agreement shall constitute a security agreement under the UCC, to secure the prompt and complete payment of a loan deemed to have been made by the Issuer Purchaser to the Seller in an amount equal to the aggregate purchase price paid to the Seller together with such other obligations of the Seller as may arise hereunder in favor of the IssuerPurchaser. (fd) If any such transfer of Conveyed Assets by the Seller to the Issuer Purchaser is deemed to be the mere granting of a security interest to secure a financing, the Issuer mayPurchaser, to secure the IssuerPurchaser’s obligations under the IndentureLoan Agreement, repledge and reassign hereby assigns to the Trustee Collateral Agent for the benefit of the Secured Parties (i) all or a portion of the Conveyed Assets pledged to the Issuer Purchaser by the Seller and with respect to which the Issuer has not released its security interest at the time of such pledge and assignment and (ii) all proceeds thereof. Such repledge and reassignment may be made with or without a repledge and reassignment by the Issuer of its rights under any agreement with the Seller, and without further notice to or acknowledgment from the Seller. The Seller hereby authorizes the Issuer Purchaser to file or cause to be filed, and the Issuer Purchaser shall file or shall cause to be filed, in all jurisdictions and with all filing offices as are necessary or advisable to perfect the precautionary security interest granted to the Issuer Purchaser pursuant to Section 2.1(e2.1(c), a precautionary UCC-1 financing statement and any amendments thereto and continuation statements thereto as may be necessary or advisable naming the Seller as debtor, the Issuer Purchaser as secured party and the Trustee Collateral Agent as assignee, listing all of the Conveyed Assets pledged hereunder as collateral thereunder.

Transfer of the Conveyed Assets. (a) On each Transfer Date, in consideration of the date hereof, payment of the Seller hereby sells, conveys and transfers to aggregate Sale Agreement Purchase Price (whether in cash and/or in exchange for an increase in the Issuer all value of the Seller’s indirect equity investment in the Purchaser in an amount equal to the fair value of the portion of such Loan Asset contributed pursuant to the Contribution Agreement), Seller will sell, transfer, assign and set over and otherwise convey to Purchaser and Purchaser will purchase from Seller, without recourse, all right, title and interest of Seller in, to and under the Conveyed Loans listed in the related Collateral Asset Schedule and the other Loan Assets listed on Schedule 1 hereto (the “Initial Conveyed Assets”) for the purchase price equal related to the aggregate fair market value thereof as reasonably determined by the Collateral Managersuch Loans. The Conveyed Assets to be acquired by the Issuer on the Closing Date will be transferred to the Issuer from the Seller in exchange for cash from the net proceeds of the sale of the Notes sold to investors on the Closing Date. For the avoidance of doubt, with respect to each Conveyed Asset, the Issuer shall acquire all rights to payments thereon that accrue on and after the Transfer Date. The Issuer shall not acquire any rights to interest payments thereon that, as of the Transfer Date, are accrued but unpaid with respect to the period to but excluding the Transfer Date. (b) Each of the Seller and the Issuer Purchaser agrees and acknowledges that the Issuer may, as permitted hereunder and under the Indenture, acquire from the Seller additional Conveyed Assets, and may acquire substitute Conveyed Assets as set forth in Section 2.3 and the Indenture, for a purchase price determined by the Collateral Manager based on its internal credit review process and equal to Sale Agreement Purchase Price of each Loan equals the fair market value thereof and that the sale thereof is being made on the date of acquisition thereof as reasonably determined by the Collateral Manager. To the extent the fair market value of such Conveyed Assets exceeds the amount of cash received by the Seller, such amount will be deemed a contribution and reasonable terms no less favorable to the Issuer by Purchaser than would be the Sellercase if Seller were not the sole member of the Purchaser. The Conveyed Loan Assets will be acquired, in each case, pursuant to this Agreement, the Master Participation Agreements (in the case of the Closing Date Participations) Agreement and one or more assignment agreements in the form specified in, or permitted by, pursuant to the applicable Underlying Document Instruments having an effective date as specified in such assignment agreement without further amendment hereof. Upon The Sale Agreement Purchase Price for each Loan Asset shall be paid by the conveyance Purchaser in a combination of (i) immediately available funds and/or (ii) in exchange for an increase in the value of the Seller’s indirect equity investment in the Purchaser in an amount equal to the fair value of the portion of such Loan Asset contributed pursuant to the Contribution Agreement; provided that the Seller may elect to designate all or substitution any portion of any Conveyed Assets, the Issuer shall update Schedule 1 heretoLoan Asset being transferred by it to the Purchaser as a capital contribution to the Purchaser. Notwithstanding any other provision of this Agreement, only the rights and obligations of the Seller as a lender under such Conveyed Assets Loan are sold and transferred thereby. The sale and transfer of any Conveyed Assets hereunder does not constitute and is not intended to result in a creation or assumption by the Issuer Purchaser or any assignee of the Issuer Purchaser (including the Trustee Administrative Agent for the benefit of the Secured Parties), of any obligation of the Seller as administrative agent, collateral agent or paying agent under any Collateral ObligationLoan. (c) [Reserved.] (db) Except as specifically provided in this Agreement, the sale of any Conveyed Assets under this Agreement shall be without recourse to the Seller; it being understood that the Seller shall be liable to the Issuer Purchaser for all representations, warranties, covenants and indemnities made by the Seller pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to the Seller for the credit risk of the Obligorsobligors. Each of the Seller and the Issuer Purchaser agrees that the representations, warranties and covenants of the Seller set forth herein will run to and be for the benefit of the Issuer Purchaser and the TrusteeAdministrative Agent. The parties hereto acknowledge and agree that the Trustee Administrative Agent for the benefit of the Secured Parties is a third party beneficiary of such representations, warranties and covenants. (ec) Each of the Seller and the Issuer Purchaser intends and agrees that (i) the sale, conveyance and transfer of the Conveyed Assets by the Seller to the Issuer, Purchaser pursuant to this Agreement, Agreement in each and every case is intended to be, is and shall be treated for all purposes (other than tax and consolidated accounting purposes) as, an absolute sale, conveyance and transfer of ownership of the applicable Conveyed Assets (free and clear of any Lien other than Permitted Liens) rather than the mere granting of a security interest to secure a financing financing, a debt or any other obligation and (ii) such Conveyed Assets shall not be part of the Seller’s estate in the event of a filing of a bankruptcy petition or other action by or against the Seller under any bankruptcyDebtor Relief Laws; provided that as a result of the consolidation required by GAAP, reorganization, insolvency or similar lawsthe transfers of the Conveyed Assets may be reflected as a financing by the Seller in its consolidated financial statements. It is, further, not the intention of the parties that any such sale, conveyance or transfer be deemed a pledge of any Conveyed Assets by the Seller to the Issuer Purchaser to secure a financing, a debt or other obligation of the Seller. However, in the event that, that notwithstanding such intent and agreement, any such Conveyed Assets are held to continue to be the property of the Seller, then the parties hereto agree that the Seller hereby grants to the Issuer Purchaser a security interest in all of its right, title and interest in, to and under such Conveyed Assets (whether now existing or hereafter created) and all proceeds thereof. For such purposes, this Agreement shall constitute a security agreement under the UCC, to secure the prompt and complete payment of a loan deemed to have been made by the Issuer Purchaser to the Seller in an amount equal to the aggregate purchase price paid to the Seller together with such other obligations of the Seller as may arise hereunder in favor of the IssuerPurchaser. (fd) If any such transfer of Conveyed Assets by the Seller to the Issuer Purchaser is deemed to be the mere granting of a security interest to secure a financing, the Issuer mayPurchaser, to secure the IssuerPurchaser’s obligations under the IndentureLoan Agreement, repledge and reassign hereby assigns to the Trustee Administrative Agent for the benefit of the Secured Parties (i) all or a portion of the Conveyed Assets pledged to the Issuer Purchaser by the Seller and with respect to which the Issuer has not released its security interest at the time of such pledge and assignment and (ii) all proceeds thereof. Such repledge and reassignment may be made with or without a repledge and reassignment by the Issuer of its rights under any agreement with the Seller, and without further notice to or acknowledgment from the Seller. The Seller hereby authorizes the Issuer Purchaser to file or cause to be filed, and the Issuer Purchaser shall file or shall cause to be filed, in all jurisdictions and with all filing offices as are necessary or advisable to perfect the precautionary security interest granted to the Issuer Purchaser pursuant to Section 2.1(e2.1(c), a precautionary UCC-1 financing statement and any amendments thereto and continuation statements thereto as may be necessary or advisable naming the Seller as debtor, the Issuer Purchaser as secured party and the Trustee Administrative Agent as assignee, listing all of the Conveyed Assets pledged hereunder as collateral thereunder.

Transfer of the Conveyed Assets. (a) On the date hereof, the Seller hereby sells, conveys and transfers to the Issuer all of the Seller’s right, title and interest in, to and under the Conveyed Assets listed on Schedule 1 hereto (the “Initial Conveyed Assets”) for the purchase price equal to the aggregate fair market value thereof as reasonably determined by the Collateral Manager. The Conveyed Assets to be acquired by the Issuer on the Closing Date will be transferred to the Issuer from the Seller in exchange for cash from the net proceeds of the sale of the Notes sold to investors on the Closing Date. For the avoidance of doubt, with respect to each Conveyed Asset, the Issuer shall acquire all rights to payments thereon that accrue on and after the Transfer Date. The Issuer shall not acquire any rights to interest payments thereon that, as of the Transfer Date, are accrued but unpaid with respect to the period to but excluding the Transfer Date. (b) Each of the Seller and the Issuer Purchaser agrees and acknowledges that the Issuer Purchaser may, as permitted hereunder and under the IndentureLoan Agreement, acquire from the Seller additional Conveyed Assets, and may acquire substitute Conveyed Loan Assets as set forth in Section 2.3 and the Indenture, for a purchase price determined by the Collateral Manager based on its internal credit review process and equal to the fair market value thereof on as agreed between the date of acquisition thereof as reasonably determined by the Collateral Manager. To the extent the fair market value of such Conveyed Assets exceeds the amount of cash received by the Seller, such amount will be deemed a contribution to the Issuer by Purchaser and the Seller. The Conveyed Loan Assets will be acquired, in each case, including in respect of the Ramp-up Participation Interests, pursuant to (i) this AgreementAgreement upon the delivery from time to time by the Seller to the Purchaser of a Loan Assignment identifying the Loan Assets to be transferred by the Seller to the Purchaser on the related Transfer Date, (ii) the Master Participation Agreements Agreement upon the delivery from time to time by the Seller to the Purchaser of a Loan Assignment identifying the Loan Assets to be transferred by the Seller to the Purchaser on the related Transfer Date and (in the case of the Closing Date Participationsiii) and one or more assignment agreements Underlying Assignment Agreements in the form specified in, or permitted by, in the applicable Underlying Document Instruments having an effective date as specified in such assignment agreement Underlying Assignment Agreement without further amendment hereofthereof. Upon From and after the conveyance or substitution of any Conveyed AssetsTransfer Date, the Issuer Loan Assets listed on Schedule I to the related Loan Assignment shall update be deemed added to Schedule 1 hereto. The purchase price for each Loan Asset shall be paid by the Purchaser in a combination of (i) immediately available funds and (ii) if the Purchaser does not have sufficient funds to pay the full amount of the purchase price, by means of a capital contribution by the Seller to the Purchaser; provided that the Seller may elect to designate all or any portion of the Loan Asset being transferred by it to the Purchaser as a capital contribution to the Purchaser. Notwithstanding any other provision of this Agreement, only the rights and obligations of the Seller as a lender under such Conveyed Assets Loan are sold and or transferred thereby. The sale and transfer of any Conveyed Assets hereunder does not constitute and is not intended to result in a creation or assumption by the Issuer Purchaser or any assignee of the Issuer Purchaser (including the Trustee Administrative Agent for the benefit of the Secured Parties), of any obligation of the Seller as administrative agent, collateral agent or paying agent under any Collateral ObligationLoan. The exchange of the Conveyed Assets for the payment of the purchase price is intended by the Seller and the Purchaser to be a contemporaneous exchange. Neither the Seller nor the Purchaser has the right to unilaterally alter, subsequent to the transfer, the consideration given to the Seller for any Conveyed Asset. (b) In the case of the Loan Assets to be sold by the Seller to the Purchaser in the form of the Ramp-up Participation Interests pursuant to the Master Participation Agreement, the Seller hereby agrees to use its commercially reasonable best efforts to cause the assignment of legal title to the Ramp-up Participation Interests to the Purchaser to become effective as soon as practicable after the Closing Date, but in no event later than the date that is sixty (60) days after the Closing Date (or such longer period to which the Administrative Agent may agree in its sole discretion) pursuant to the terms and conditions set forth in the Master Participation Agreement. Each of the Seller and the Purchaser agrees (i) to execute and deliver, or to cause to be executed and delivered, all such instruments and (ii) to take all such actions as the other may reasonably request to effectuate the assignment of legal title to the Ramp-up Participation Interests to the Purchaser pursuant to the terms and conditions set forth in the Master Participation Agreement. After the Closing Date, the Seller shall cause the Collections with respect to the participation to be deposited to the Collection Account in the manner provided in the terms and conditions set forth in the Master Participation Agreement. (c) [Reserved.] (d) Except as specifically provided in this Agreement, the sale or transfer of any Conveyed Assets under this Agreement shall be without recourse to the Seller; it being understood that the Seller shall be liable to the Issuer Purchaser for all representations, warranties, covenants and indemnities made by the Seller pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to the Seller for the credit risk of the Obligors. Each of the Seller and the Issuer Purchaser agrees that (i) the representationsrepresentations and warranties of the Seller in Sections 3.1 and 3.2 hereof and of the Purchaser in Section 3.3 hereof, warranties and the covenants of the Seller set forth herein herein, including without limitation Section 5.1, will run to and be for the benefit of the Issuer Purchaser and the TrusteeAdministrative Agent (as collateral assignee of the Purchaser, on behalf of the Secured Parties) and (ii) either the Purchaser or the Administrative Agent (as collateral assignee of the Purchaser, on behalf of the Secured Parties) may enforce the repurchase obligations of the Seller with respect to breaches of such representations, warranties and covenants as set forth herein. The parties hereto acknowledge and agree that the Trustee Administrative Agent for the benefit of the Secured Parties is a third party beneficiary of such representations, warranties and covenants. (ed) Each of the Seller and the Issuer Purchaser intends and agrees that (i) the sale, conveyance and transfer of the Conveyed Assets by the Seller to the Issuer, Purchaser pursuant to this Agreement, Agreement in each and every case is intended to be, is and shall be treated for all purposes (other than tax purposes) as, an absolute sale, conveyance and transfer of ownership of the applicable Conveyed Assets (free and clear of any Lien other than Permitted Liens) rather than the mere granting of a security interest to secure a financing financing, a debt or any other obligation and (ii) such Conveyed Assets shall not be part of the Seller’s estate in the event of a filing of a bankruptcy petition or other action by or against the Seller under any bankruptcyInsolvency Law; provided that, reorganizationsolely for federal income tax reporting purposes, insolvency or similar lawsso long as the Purchaser is treated as a “disregarded entity,” the conveyance and transfer of the Conveyed Assets by the Seller to the Purchaser will not be recognized. It is, further, not the intention of the parties that any such sale, conveyance or transfer be deemed a pledge of any Conveyed Assets by the Seller to the Issuer Purchaser to secure a debt or other obligation of the Seller. However, in the event that, that notwithstanding such intent and agreement, any such Conveyed Assets are held to continue to be the property of the Seller, then the parties hereto agree that the Seller hereby grants to the Issuer Purchaser a security interest in all of its right, title and interest in, to and under such Conveyed Assets (whether now existing or hereafter created) and all proceeds thereof). For such purposes, this Agreement shall constitute a security agreement under the UCCUCC as in effect in the State of New York, to secure the prompt and complete payment of a loan deemed to have been made by the Issuer Purchaser to the Seller in an amount equal to the aggregate purchase price paid to the Seller together with such other obligations of the Seller as may arise hereunder in favor of the Issuer. (f) If Purchaser. This grant of a security interest is a supplemental protection to the Purchaser and is not meant to negate or affect in any such way the intended sale or transfer of the Conveyed Assets by the Seller to the Issuer is deemed to be the mere granting of a security interest to secure a financing, the Issuer may, to secure the Issuer’s obligations under the Indenture, repledge and reassign to the Trustee for the benefit of the Secured Parties Purchaser. (ie) all or a portion of the Conveyed Assets pledged to the Issuer by the Seller and with respect to which the Issuer has not released its security interest at the time of such pledge and assignment and (ii) all proceeds thereof. Such repledge and reassignment may be made with or without a repledge and reassignment by the Issuer of its rights under any agreement with the Seller, and without further notice to or acknowledgment from the Seller. The Seller hereby authorizes the Issuer Purchaser to file or cause to be filed, and the Issuer Purchaser shall file or shall cause to be filed, in all jurisdictions and with all filing offices as are necessary or advisable to perfect the precautionary security interest granted to the Issuer Purchaser pursuant to Section 2.1(e2.1(d), a precautionary UCC-1 financing statement and any amendments thereto and continuation statements thereto as may be necessary or advisable naming the Seller as debtor, the Issuer Purchaser as assignor secured party and the Trustee Administrative Agent as assigneeassignee secured party, listing all of the Conveyed Assets pledged hereunder as collateral thereunder. (f) Notwithstanding the foregoing, no transfer shall occur under this Agreement until receipt by the Administrative Agent, the Collateral Custodian and initial Lender of executed legal opinion or opinions of S▇▇▇▇▇▇ R▇▇▇ & Z▇▇▇▇ LLP, counsel to the Purchaser and the Seller, covering (i) non-consolidation of the Purchaser with the Seller and (ii) true sale or true contribution of the Loans from the Seller to the Purchaser, in each case, in form and substance acceptable to the Administrative Agent in its reasonable discretion.

Transfer of the Conveyed Assets. (a) On Subject to and upon the date hereofterms and conditions set forth herein, the Seller hereby sells, conveys and transfers to the Issuer Purchaser all of the Seller’s right, title and interest in, to and under the Conveyed Closing Date Loan Assets listed on Schedule 1 hereto (the “Initial Conveyed Assets”) for the a purchase price equal to the aggregate fair market value thereof as reasonably determined by and, to the Collateral Manager. The Conveyed Assets to be acquired by extent that the Issuer cash portion of the purchase price so paid on the Closing Date will date hereof is less than the purchase price thereof, the difference shall be transferred to the Issuer deemed a capital contribution from the Seller in exchange for cash from to the net proceeds of the sale of the Notes sold to investors Purchaser on the Closing Date. For the avoidance of doubt, with respect to each Conveyed Asset, the Issuer shall acquire all rights to payments thereon that accrue on and after the Transfer Date. The Issuer shall not acquire any rights to interest payments thereon that, as of the Transfer Date, are accrued but unpaid with respect to the period to but excluding the Transfer Datedate hereof. (b) Each of the Seller and the Issuer Purchaser agrees and acknowledges that the Issuer Purchaser may, as permitted hereunder and under the IndentureLoan Agreement and subject to the Consent Procedures Letter, acquire from the Seller additional Conveyed Assets, and may acquire substitute Conveyed Additional Loan Assets as set forth in Section 2.3 and the Indenture, for a purchase price determined by the Collateral Manager based on its internal credit review process and equal to the fair market value thereof as agreed between the Purchaser and the Seller and, to the extent that the consideration so paid is less than the purchase price thereof, the difference shall be deemed a capital contribution from the Seller to the Purchaser on the date of acquisition thereof as reasonably determined by the Collateral Managerthereof. To the extent the fair market value of such Conveyed Assets exceeds the amount of cash received by the Seller, such amount will be deemed a contribution to the Issuer by the Seller. The Conveyed Additional Loan Assets will be acquired, in each case, pursuant to this Agreement, the Master Participation Agreements (a Subsequent Transfer Agreement substantially in the case form of Exhibit A hereto, duly executed by the Seller and the Purchaser (each such agreement, a “Subsequent Transfer Agreement”) and the Seller and the Purchaser agree that each such Subsequent Transfer Agreement will be deemed to become part of this Agreement as of the date of its execution (the Closing Date Participationswith respect to the Closing Date Loan Assets and each such date, a “Transfer Date”) and one or more assignment agreements in the form specified in, or permitted by, the applicable Underlying Document having an effective date as specified in such assignment agreement without further amendment hereof. Upon The Seller will also execute from the conveyance or substitution Seller, as assignor, to the Purchaser, as assignee, and deliver to the Trustee (as directed by the Purchaser hereunder) an Assignment of any Conveyed AssetsUnderlying Instruments in the form attached as Exhibit F to the Loan Agreement with respect to each such Additional Loan (each such agreement, the Issuer shall update Schedule 1 heretoan “Assignment of Underlying Instruments”). Notwithstanding any other provision of this AgreementAgreement or of any Assignment of Underlying Instruments, only the rights and obligations of the Seller as a lender under such Conveyed Assets Loan are sold and transferred thereby. The sale and transfer of any Conveyed Assets hereunder does not constitute and is not intended to result in a creation or assumption by the Issuer Purchaser or any assignee of the Issuer Purchaser (including the Trustee for the benefit of the Secured Parties), of any obligation of the Seller as administrative agent, collateral agent or paying agent under any Collateral ObligationAgented Loan. (c) [Reserved.] (d) Except as specifically provided in this Agreement, the sale of any Conveyed Assets under this Agreement shall be without recourse to the Seller; it being understood that the Seller shall be liable to the Issuer Purchaser for all representations, warranties, covenants and indemnities made by the Seller pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to the Seller for the credit risk of the Obligors. Each of the Seller and the Issuer Purchaser agrees that (i) the representations, warranties and covenants of the Seller set forth herein will run to and be for the benefit of the Issuer Purchaser and the TrusteeTrustee and (ii) either the Purchaser or the Trustee may enforce the repurchase obligations of the Seller with respect to breaches of such representations, warranties and covenants as set forth herein. The parties hereto acknowledge and agree that the Trustee for the benefit of the Secured Parties is a third party beneficiary of such representations, warranties and covenants. (ed) Each of the Seller and the Issuer Purchaser intends and agrees that (i) the sale, conveyance and transfer of the Conveyed Assets by the Seller to the Issuer, Purchaser pursuant to this Agreement, Agreement in each and every case is intended to be, is and shall be treated for all purposes (other than tax purposes) as, an absolute sale, conveyance and transfer of ownership of the applicable Conveyed Assets (free and clear of any Lien other than Permitted Liens) rather than the mere granting of a security interest to secure a financing and (ii) such Conveyed Assets shall not be part of the Seller’s estate in the event of a filing of a bankruptcy petition or other action by or against the Seller under any bankruptcy, reorganization, insolvency or similar lawsInsolvency Law. It is, further, not the intention of the parties that any such sale, conveyance or transfer be deemed a pledge of any Conveyed Assets by the Seller to the Issuer Purchaser to secure a debt or other obligation of the Seller. However, in the event that, that notwithstanding such intent and agreement, any such Conveyed Assets are held to continue to be the property of the Seller, then the parties hereto agree that the Seller hereby grants to the Issuer Purchaser a security interest in all of its right, title and interest in, to and under such Conveyed Assets (whether now existing or hereafter created) and all proceeds thereof). For such purposes, this Agreement shall constitute a security agreement under the UCC, to secure the prompt and complete payment of a loan deemed to have been made by the Issuer Purchaser to the Seller in an amount equal to the aggregate purchase price paid to the Seller together with such other obligations of the Seller as may arise hereunder in favor of the IssuerPurchaser. (fe) If any such transfer of Conveyed Assets by the Seller to the Issuer Purchaser (whether Closing Date Loan Assets transferred pursuant to Section 2.1(a) or Additional Loan Assets transferred pursuant to Section 2.1(b)) is deemed to be the mere granting of a security interest to secure a financing, the Issuer Purchaser may, to secure the IssuerPurchaser’s obligations under the IndentureLoan Agreement, repledge and reassign to the Trustee for the benefit of the Secured Parties (i) all or a portion of the Conveyed Assets pledged to the Issuer Purchaser by the Seller and with respect to which the Issuer Purchaser has not released its security interest at the time of such pledge and assignment and (ii) all proceeds thereof. Such repledge and reassignment may be made with or without a repledge and reassignment by the Issuer Purchaser of its rights under any agreement with the Seller, and without further notice to or acknowledgment from the Seller. The Seller hereby authorizes waives, to the Issuer extent permitted by applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Purchaser or any assignee relating to file such repledge or cause to be filed, reassignment in connection with the transactions contemplated by this Agreement and the Issuer other Transaction Documents. The Purchaser shall file or shall cause to be filed, in all jurisdictions and with all filing offices as are necessary or advisable to perfect the precautionary security interest granted to the Issuer pursuant to Section 2.1(e), filed a precautionary UCC-1 financing statement and any amendments thereto and continuation statements thereto as may be necessary or advisable naming the Seller as debtor, the Issuer Purchaser as secured party and the Trustee as assignee, listing all of the Conveyed Assets pledged hereunder as collateral thereunder. (f) To the extent that the consideration received by the Seller from the Purchaser in exchange for any Conveyed Assets is less than the fair market value of such Conveyed Assets, the difference between such fair market value and the consideration so received shall be deemed to be a capital contribution by the Seller to the Purchaser made on the Closing Date in the case of the Closing Date Loan Assets and as of the related Transfer Date in the case of any Additional Loan Assets. For all purposes of this Agreement, any contributed Conveyed Assets shall be treated the same as the Conveyed Assets sold for cash or other property including, without limitation, for purposes of Section 7.2. (g) The Seller shall use its commercially reasonable efforts to cause to be delivered to the Trustee (as directed by the Purchaser hereunder) within sixty (60) days after the Closing Date (i) a fully executed assignment agreement assigning each Closing Date Loan subject to the Closing Date Participation Agreement directly to the Borrower and (ii) written evidence satisfactory to the Controlling Lender that the Borrower is recognized as the owner of record by the administrative agent in respect of the underlying loan or credit agreement evidencing such Closing Date Loan.

Transfer of the Conveyed Assets. (a) On the date hereof, the Seller hereby sells, conveys and transfers to the Issuer all of the Seller’s right, title and interest in, to and under the Conveyed Assets listed on Schedule 1 hereto (the “Initial Conveyed Assets”) for the purchase price equal to the aggregate fair market value thereof as reasonably determined by the Collateral Manager. The Conveyed Assets to be acquired by the Issuer on the Closing Date will be transferred to the Issuer from the Seller in exchange for cash from the net proceeds of the sale of the Notes sold to investors on the Closing Date. For the avoidance of doubt, with respect to each Conveyed Asset, the Issuer shall acquire all rights to payments thereon that accrue on and after the Transfer Date. The Issuer shall not acquire any rights to interest payments thereon that, as of the Transfer Date, are accrued but unpaid with respect to the period to but excluding the Transfer Date. (b) Each of the Seller and the Issuer Purchaser agrees and acknowledges that the Issuer Purchaser may, from time to time, as permitted hereunder and under the IndentureLoan Agreement, acquire from the Seller additional Conveyed Assets, and may acquire substitute Conveyed Loan Assets as set forth in Section 2.3 and the Indenture, for a purchase price determined by the Collateral Manager based on its internal credit review process and equal to the fair market value thereof on as agreed between the date of acquisition thereof as reasonably determined by the Collateral Manager. To the extent the fair market value of such Conveyed Assets exceeds the amount of cash received by the Seller, such amount will be deemed a contribution to the Issuer by Purchaser and the Seller. The Conveyed Loan Assets will be acquired, in each case, pursuant to (i) this Agreement, Agreement upon the Master Participation Agreements delivery from time to time by the Seller to the Purchaser of a Loan Assignment identifying the Loan Assets to be transferred by the Seller to the Purchaser on such Transfer Date and (in the case of the Closing Date Participationsii) and one or more assignment agreements in the form specified in, or permitted by, in the applicable Underlying Document Instruments having an effective date as specified in such assignment agreement without further amendment hereof. Upon From and after the conveyance or substitution of any Conveyed AssetsTransfer Date, the Issuer Loan Assets listed on Schedule I to the related Loan Assignment shall update be deemed added to Schedule 1 hereto. The purchase price for each Loan Asset shall be paid by the Purchaser in a combination of (i) immediately available funds and (ii) if the Purchaser does not have sufficient funds to pay the full amount of the purchase price, by means of a capital contribution by the Seller to the Purchaser; provided that the Seller may elect to designate all or any portion of the Loan Asset being transferred by it to the Purchaser as a capital contribution to the Purchaser. Notwithstanding any other provision of this Agreement, only the rights and obligations of the Seller as a lender under such Conveyed Assets Loan are sold and transferred thereby. The sale and transfer of any Conveyed Assets hereunder does not constitute and is not intended to result in a creation or assumption by the Issuer Purchaser or any assignee of the Issuer Purchaser (including the Trustee Collateral Agent for the benefit of the Secured Parties), of any obligation of the Seller as administrative agent, collateral agent or paying agent under any Collateral ObligationLoan. The exchange of the Conveyed Assets for the payment of the purchase price is intended by the Seller and the Borrower to be a contemporaneous exchange. Neither the Seller nor the Purchaser has the right to unilaterally alter, subsequent to the transfer, the consideration given to the Seller for any Conveyed Asset. (c) [Reserved.] (db) Except as specifically provided in this Agreement, the sale of any Conveyed Assets under this Agreement shall be without recourse to the Seller; it being understood that the Seller shall be liable to the Issuer Purchaser for all representations, warranties, covenants and indemnities made by the Seller pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to the Seller for the credit risk of the Obligors. Each of the Seller and the Issuer Purchaser agrees that (i) the representationsrepresentations and warranties of the Seller in Sections 3.1 and 3.2 hereof and of the Purchaser in Section 3.3 hereof, warranties and the covenants of the Seller set forth herein herein, including without limitation Section 5.1, will run to and be for the benefit of the Issuer Purchaser and the TrusteeCollateral Agent (on behalf of the Secured Parties) and (ii) either the Purchaser or, after an Event of Default, the Collateral Agent (on behalf of the Secured Parties) may (but shall not be obligated to) enforce the repurchase obligations of the Seller with respect to breaches of such representations, warranties and covenants as set forth herein. The parties hereto acknowledge and agree that the Trustee Collateral Agent for the benefit of the Secured Parties is a third party beneficiary of such representations, warranties and covenants. Except as otherwise set forth in Sections 2.1(c) and (d) (and any related rights under the UCC), Section 6.1 and the repurchase obligations set forth in Section 7.2, neither the Purchaser nor the Collateral Agent has any recourse to the Seller with respect to the Conveyed Assets, including no recourse to, or guaranty by the Seller of any defaults or delinquent payments under the Conveyed Assets. (ec) Each of the Seller and the Issuer Purchaser intends and agrees that (i) the sale, conveyance and transfer of the Conveyed Assets by the Seller to the Issuer, Purchaser pursuant to this Agreement, Agreement in each and every case is intended to be, is and shall be treated for all purposes (other than tax and consolidated accounting purposes) as, an absolute sale, conveyance and transfer of ownership of the applicable Conveyed Assets (free and clear of any Lien other than Permitted Liens) rather than the mere granting of a security interest to secure a financing financing, a debt or any other obligation and (ii) such Conveyed Assets shall not be part of the Seller’s estate in the event of a filing of a bankruptcy petition or other action by or against the Seller under any bankruptcyInsolvency Law; provided, reorganizationhowever, insolvency or similar lawsthat as a result of the consolidation required by GAAP, the transfers of the Conveyed Asset may be reflected as a financing by the Seller in its consolidated financial statements. It is, further, not the intention of the parties that any such sale, conveyance or transfer be deemed a pledge of any Conveyed Assets by the Seller to the Issuer Purchaser to secure a debt or other obligation of the Seller. However, in the event that, that notwithstanding such intent and agreement, any such Conveyed Assets are held to continue to be the property of the Seller, then the parties hereto agree that the Seller hereby grants to the Issuer Purchaser a security interest in all of its right, title and interest in, to and under such Conveyed Assets (whether now existing or hereafter created) and all proceeds thereof). For such purposes, this Agreement shall constitute a security agreement under the UCC, to secure the prompt and complete payment of a loan deemed to have been made by the Issuer Purchaser to the Seller in an amount equal to the aggregate purchase price paid to the Seller together with such other obligations of the Seller as may arise hereunder in favor of the IssuerPurchaser. (fd) If any such transfer of Conveyed Assets by the Seller to the Issuer is deemed to be the mere granting of a security interest to secure a financing, the Issuer may, to secure the Issuer’s obligations under the Indenture, repledge and reassign to the Trustee for the benefit of the Secured Parties (i) all or a portion of the Conveyed Assets pledged to the Issuer by the Seller and with respect to which the Issuer has not released its security interest at the time of such pledge and assignment and (ii) all proceeds thereof. Such repledge and reassignment may be made with or without a repledge and reassignment by the Issuer of its rights under any agreement with the Seller, and without further notice to or acknowledgment from the Seller. The Seller hereby authorizes the Issuer Purchaser to file or cause to be filed, and the Issuer Purchaser shall file or shall cause to be filed, in all jurisdictions and with all filing offices as are necessary or advisable to perfect the precautionary security interest granted to the Issuer Purchaser pursuant to Section 2.1(e2.1(c), a precautionary UCC-1 financing statement and any amendments thereto and continuation statements thereto as may be necessary or advisable naming the Seller as debtor, the Issuer Purchaser as secured party and the Trustee Collateral Agent as assignee, listing all of the Conveyed Assets pledged hereunder as collateral thereunder. (e) Notwithstanding the foregoing, no transfer shall occur under this Agreement until receipt by the Administrative Agent, Collateral Agent and initial Lender of executed legal opinion or opinions of Dechert LLP, counsel to the Purchaser and the Seller, covering (i) non-consolidation of the Purchaser with the Seller and (ii) true sale or true contribution of the Loans from the Seller to the Purchaser, in each case, in form and substance acceptable to the Administrative Agent in its reasonable discretion.

Transfer of the Conveyed Assets. (a) On the date hereof, the Seller hereby sells, conveys and transfers to the Issuer all of the Seller’s right, title and interest in, to and under the Conveyed Assets listed on Schedule 1 hereto (the “Initial Conveyed Assets”) for the purchase price equal to the aggregate fair market value thereof as reasonably determined by the Collateral Manager. The Conveyed Assets to be acquired by the Issuer on the Closing Date will be transferred to the Issuer from the Seller in exchange for cash from the net proceeds of the sale of the Notes sold to investors on the Closing Date. For the avoidance of doubt, with respect to each Conveyed Asset, the Issuer shall acquire all rights to payments thereon that accrue on and after the Transfer Date. The Issuer shall not acquire any rights to interest payments thereon that, as of the Transfer Date, are accrued but unpaid with respect to the period to but excluding the Transfer Date. (b) Each of the Seller and the Issuer agrees and acknowledges that the Issuer may, as permitted hereunder and under the Indenture, acquire from the Seller additional Conveyed Assets, and may acquire substitute Conveyed Assets as set forth in Section 2.3 and the Indenture, for a purchase price determined by the Collateral Manager based on its internal credit review process and equal to the fair market value thereof on the date of acquisition thereof as reasonably determined by the Collateral Manager. To the extent the fair market value of such Conveyed Assets exceeds the amount of cash received by the Seller, such amount will be deemed a contribution to the Issuer by the Seller. The Conveyed Assets will be acquired, in each case, pursuant to this Agreement, the Master Participation Agreements Agreement (in the case of the Closing Date Participations) and one or more assignment agreements in the form specified in, or permitted by, the applicable Underlying Document having an effective date as specified in such assignment agreement without further amendment hereof. Upon the conveyance or substitution of any Conveyed Assets, the Issuer shall update Schedule 1 hereto. Notwithstanding any other provision of this Agreement, only the rights and obligations of the Seller as a lender under such Conveyed Assets are sold and transferred thereby. The sale and transfer of any Conveyed Assets hereunder does not constitute and is not intended to result in a creation or assumption by the Issuer or any assignee of the Issuer (including the Trustee for the benefit of the Secured Parties), of any obligation of the Seller as administrative agent, collateral agent or paying agent under any Collateral Obligation. (c) [Reserved.] (d) Except as specifically provided in this Agreement, the sale of any Conveyed Assets under this Agreement shall be without recourse to the Seller; it being understood that the Seller shall be liable to the Issuer for all representations, warranties, covenants and indemnities made by the Seller pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to the Seller for the credit risk of the Obligors. Each of the Seller and the Issuer agrees that the representations, warranties and covenants of the Seller set forth herein will run to and be for the benefit of the Issuer and the Trustee. The parties hereto acknowledge and agree that the Trustee for the benefit of the Secured Parties is a third party beneficiary of such representations, warranties and covenants. (e) Each of the Seller and the Issuer intends and agrees that (i) the sale, conveyance and transfer of the Conveyed Assets by the Seller to the Issuer, pursuant to this Agreement, in each and every case is intended to be, is and shall be treated for all purposes as, an absolute sale, conveyance and transfer of ownership of the applicable Conveyed Assets (free and clear of any Lien other than Permitted Liens) rather than the mere granting of a security interest to secure a financing and (ii) such Conveyed Assets shall not be part of the Seller’s estate in the event of a filing of a bankruptcy petition or other action by or against the Seller under any bankruptcy, reorganization, insolvency or similar laws. It is, further, not the intention of the parties that any such sale, conveyance or transfer be deemed a pledge of any Conveyed Assets by the Seller to the Issuer to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding such intent and agreement, any such Conveyed Assets are held to continue to be the property of the Seller, then the parties hereto agree that the Seller hereby grants to the Issuer a security interest in all of its right, title and interest in, to and under such Conveyed Assets (whether now existing or hereafter created) and all proceeds thereof. For such purposes, this Agreement shall constitute a security agreement under the UCC, to secure the prompt and complete payment of a loan deemed to have been made by the Issuer to the Seller in an amount equal to the aggregate purchase price paid to the Seller together with such other obligations of the Seller as may arise hereunder in favor of the Issuer. (f) If any such transfer of Conveyed Assets by the Seller to the Issuer is deemed to be the mere granting of a security interest to secure a financing, the Issuer may, to secure the Issuer’s obligations under the Indenture, repledge and reassign to the Trustee for the benefit of the Secured Parties (i) all or a portion of the Conveyed Assets pledged to the Issuer by the Seller and with respect to which the Issuer has not released its security interest at the time of such pledge and assignment and (ii) all proceeds thereof. Such repledge and reassignment may be made with or without a repledge and reassignment by the Issuer of its rights under any agreement with the Seller, and without further notice to or acknowledgment from the Seller. The Seller hereby authorizes the Issuer to file or cause to be filed, and the Issuer shall file or shall cause to be filed, in all jurisdictions and with all filing offices as are necessary or advisable to perfect the precautionary security interest granted to the Issuer pursuant to Section 2.1(e), a precautionary UCC-1 financing statement and any amendments thereto and continuation statements thereto as may be necessary or advisable naming the Seller as debtor, the Issuer as secured party and the Trustee as assignee, listing all of the Conveyed Assets pledged hereunder as collateral thereunder.