01Conveyance of Receivables. In consideration of the Issuing Entity’s delivery to or upon the order of the Seller of $1,326,046,912.92, the issuance to the Seller of the Certificate and the waiver, termination and release set forth in Section 2.02 below, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (subject to the obligations herein):
