Sales of CEF Assets

Section 2.1 Sale of CEF Assets. (a) Subject to the terms and conditions hereof the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) all of the Seller’s right, title and interest of in (without duplication):

	(i)		the Loans and all obligations of the Obligors thereunder, excluding amounts received thereunder prior to or on the Cut-off Date;
	(ii)		all Related Security and any Collections and additional monies received under the Loans, unless related to amounts due in respect of the Loans on or before the Cut-off Date;
	(iii)		all other property now or hereafter in the possession or custody of, or in transit to, the Issuer, the Servicer, any Sub-Servicer or the Seller relating to any of the foregoing;
	(iv)		all Loan Files and Records with respect to any of the foregoing; and
	(v)		all proceeds of the foregoing (all such assets, collectively, the “ CEF Assets ”).

(b) On or before the Closing Date, the Seller shall (i) indicate in its records that the CEF Assets have been sold to the Purchaser pursuant to this Agreement by so

700148750 06142559		Loan Sale Agreement

identifying such CEF Assets with an appropriate notation and (ii) deliver to the Purchaser or its designee the following documents (collectively, the “ Loan Files ”):

	(i)		the original fully executed copy of the Loan;
	(ii)		a record or facsimile of the original credit application, if obtained, fully executed by the Obligor;
	(iii)		the original certificate of title or file stamped copy of the UCC financing statement or such other documents evidencing the security interest of the Purchaser in the Equipment; and
	(iv)		any and all other material documents relating to a Loan, an Obligor or any of the Equipment.

Section 2.2 Grant of Security Interest. The parties hereto intend that the sale pursuant to Section 2.1 hereof shall constitute a purchase and sale and not a loan. Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines that the sale provided for herein constitutes a loan and not a purchase and sale, then the parties hereto intend that this Agreement shall constitute a security agreement under applicable law and that the Seller shall be deemed to have granted, and the Seller hereby grants, to the Purchaser a first priority lien and security interest in and to all of the Seller’s right, title and interest in, to and under the CEF Assets sold and transferred by the Seller on the Closing Date. The possession by the Purchaser of notes and such other goods, money, documents, chattel paper or certificated securities shall be deemed to be “possession by or delivery to the secured party” for purposes of perfecting the security interest pursuant to the UCC in force in the relevant jurisdiction (including, without limitation, Section 9-313(c)(1) thereof). Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law (except that nothing in this sentence shall cause any Person to be deemed to be an agent of the Purchaser for any purpose other than for perfection of such security interest unless, and then only to the extent, expressly appointed and authorized by the Purchaser in writing).

Section 2.3 Sale Price. (a) As consideration for the sale of the CEF Assets pursuant to Section 2.1 hereof, the Purchaser shall pay to the Seller on the Closing Date, the CEF Cash Purchase Price for the CEF Assets sold and transferred by the Seller to the Purchaser on the Closing Date. The CEF Cash Purchase Price for the sale of CEF Assets shall be an amount equal to the fair market value thereof as agreed upon by the Purchaser and the Seller prior to such sale.

(b) The CEF Cash Purchase Price for the CEF Assets sold by the Seller under this Agreement shall be payable in full in cash by the Purchaser on the Closing Date. On the Closing Date, the Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Seller the CEF Cash Purchase Price in same day funds.

Дата добавления: 2015-07-20