Common use of Transfer of the Conveyed Collateral Clause in Contracts

Transfer of the Conveyed Collateral. (a) Transfer from the Transferor to the Depositor. Subject to and upon the terms and conditions set forth herein, the Transferor hereby sells, conveys and transfers to the Depositor all of the Transferor’s right, title and interest in, to and under the Initial Collateral Obligations and any related Assets with respect thereto (the “Initial Conveyed Collateral”) for a purchase price on the date hereof equal to the aggregate outstanding principal balance of the Initial Collateral Obligations, which purchase price shall be the aggregate fair market value thereof as reasonably determined by the Collateral Manager in accordance with the Collateral Manager Standard without any third party valuation. The consideration for the transfer of the Initial Conveyed Collateral from the Transferor to the Depositor shall consist of cash paid by the Depositor to the Transferor on the date hereof and, to the extent that such cash so paid on the date hereof is less than the purchase price thereof, the difference shall be deemed a capital contribution from the Transferor to the Depositor on the date hereof.