Common use of Closing of Purchases Clause in Contracts

Closing of Purchases. During the Purchase Period, no later than eleven (11) days prior to each Transfer Date (or such shorter period to which Trust Depositor shall agree), the Sellers shall notify the Trust Depositor of the intent to effect a Purchase and the proposed Transfer Date thereof. During the Purchase Period, no later than two (2) Business Days prior to each Transfer Date (or such shorter period to which Trust Depositor shall agree), the Sellers will deliver or cause to be delivered to Trust Depositor a notice specifying all outstanding Eligible Receivables currently owned by the Sellers which the Sellers wish to sell, transfer and absolutely assign pursuant to this Agreement, together with the items set forth on Schedule IB to the Sale and Servicing Agreement with respect thereto. On or prior to the Transfer Date, Trust Depositor will notify the Sellers of the Eligible Receivables it will purchase (the "Purchased Receivables") on such date and the cash purchase price (the "Sale Price") it will pay for such purchase. To the extent that there is no Sale Price or the cash portion of the Sale Price for the Purchased Receivables is less than the fair market value thereof, the difference shall be deemed a capital contribution by the Sellers to the Trust Depositor. On each Transfer Date, the applicable Seller shall execute an assignment (the "Sale Assignment"), dated as of such Transfer Date, substantially in the form of Exhibit A hereto, Allonges (or other assignment in the case of Aruba Receivables) which have been stapled to the original notes evidencing, as applicable, the Receivables and Mortgage Assignments with respect to each of the Receivables and related Assets being purchased on such Transfer Date by the Trust Depositor. The Sale Price shall be payable by Trust Depositor in full by wire transfer on the Transfer Date to an account designated by the applicable Seller to Trust Depositor on or before the Transfer Date. Concurrent with the payment of the Sale Price, if any, for Purchased Receivables and execution and delivery of the Sale Assignment, the Allonges and the Mortgage Assignments, as applicable, in respect thereof, the Sellers shall have, and shall be deemed for all purposes to have sold, transferred, assigned, set over and otherwise conveyed to Trust Depositor, in consideration therefor without recourse, representation or warranty other than as expressly provided in the Transaction Documents, all the Sellers' right, title and interest in and to the Purchased Receivables and related Assets specified on the List of Receivables and conveyed to the Trust Depositor pursuant to this Agreement. The foregoing sale, transfer, assignment, set-over and conveyance does not constitute and is not intended to result in the creation or an assumption by Trust Depositor (or any assignee thereof) of any obligation of the Sellers in connection with the Receivables and related Assets, or any agreement or instrument relating thereto, including, without limitation, any obligation to any Obligor or any other Person, or (i) any taxes, fees, or other charges imposed by any Governmental Authority and (ii) any insurance premiums which remain owing with respect to any Receivable at the time such Receivable is sold hereunder. Upon the consummation of the foregoing sale, transfer, assignment, set-over and conveyance no Seller shall claim any ownership interest in the Purchased Receivables and related Assets or take any action inconsistent with the Trust Depositor's ownership of such Purchased Receivables and related Assets.

Closing of Purchases. During the Purchase Period, no later than eleven five (115) days prior to each Transfer Date (or such shorter period to which Trust Depositor shall agree), the Sellers shall notify the Trust Depositor of the intent to effect a Purchase and the proposed Transfer Date thereof. During the Purchase Period, no later than two (2) Business Days prior to each Transfer Date (or such shorter period to which Trust Depositor shall agree), the Sellers will deliver or cause to be delivered to Trust Depositor a notice specifying all outstanding Eligible Receivables currently owned by the Sellers which the Sellers wish to sell, transfer transfer, set-over, convey and absolutely assign pursuant to this Agreement, together with the items set forth on Schedule IB to the Sale and Servicing Agreement with respect thereto. On or prior to the Transfer Date, Trust Depositor will notify the Sellers of the Eligible Receivables it will purchase (the "Purchased Receivables") on such date and the cash purchase price (the "Sale Price") it will pay for such purchase. To the extent that there is no Sale Price or the cash portion of the Sale Price for the Purchased Receivables is less than the fair market value thereof, the difference shall be deemed a capital contribution by the Sellers to the Trust Depositor. On each Transfer Date, the applicable Seller shall execute an assignment (the "Sale Assignment"), dated as of such Transfer Date, substantially in the form of Exhibit A hereto, Allonges (or other assignment in the case of Aruba Receivables) which have been stapled to the original notes notes, if any, evidencing, as applicable, the Receivables and Mortgage Assignments with respect to each of the Receivables and related Assets being purchased on such Transfer Date by the Trust Depositor. The Sale Price shall be payable by Trust Depositor in full by wire transfer on the Transfer Date to an account designated by the applicable Seller to Trust Depositor on or before the Transfer Date. Concurrent with the payment of the Sale Price, if any, for Purchased Receivables and execution and delivery of the Sale Assignment, the Allonges and the Mortgage Assignments, as applicable, in respect thereof, the Sellers shall have, and shall be deemed for all purposes to have sold, transferred, assigned, set over and otherwise conveyed to Trust Depositor, in consideration therefor without recourse, representation or warranty other than as expressly provided in the Transaction Documents, all the Sellers' right, title and interest in and to the Purchased Receivables and related Assets specified on the List of Receivables and conveyed to the Trust Depositor pursuant to this Agreement. The foregoing sale, transfer, assignment, set-over and conveyance does not constitute and is not intended to result in the creation or an assumption by Trust Depositor (or any assignee thereof) of any obligation of the Sellers in connection with the Receivables and related Assets, or any agreement or instrument relating thereto, including, without limitation, including any obligation to any Obligor or any other Person, or (i) any taxes, fees, or other charges imposed by any Governmental Authority and (ii) any insurance premiums which remain owing with respect to any Receivable at the time such Receivable is sold hereunder. Upon the consummation of the foregoing sale, transfer, assignment, set-over and conveyance no Seller shall claim any ownership interest in the Purchased Receivables and related Assets or take any action inconsistent with the Trust Depositor's ownership of such Purchased Receivables and related Assets.

Closing of Purchases. During the Purchase Period, no later than eleven twenty (1120) days prior to each Transfer Purchase Date (or such shorter period to which Trust Depositor shall agree), the Sellers shall notify the Trust Depositor of the intent to effect a Purchase and the proposed Transfer Purchase Date thereof. During the Purchase Period, no later than two (2) Business Days prior to each Transfer Purchase Date (or such shorter period to which Trust Depositor shall agree), the Sellers will deliver or cause to be delivered to Trust Depositor a notice specifying all outstanding Eligible Receivables currently owned by the Sellers which the Sellers wish to sell, transfer and absolutely assign pursuant to this Agreement, together with the items set forth on Schedule IB information described in Exhibit A to the Sale and Servicing Agreement with respect theretothereto through such day. On or prior to the Transfer Purchase Date, Trust Depositor will notify the Sellers of the Eligible Receivables it will purchase (the "Purchased ReceivablesPURCHASED RECEIVABLES") on such date and the cash purchase price (the "Sale PriceSALE PRICE") it will pay for such purchase. To the extent that there is no Sale Price or the cash portion of the Sale Price for the Purchased Receivables is less than the fair market value thereof, the difference shall be deemed a capital contribution by the Sellers to the Trust Depositor. On each Transfer Date, the applicable Seller The Sellers and Trust Depositor shall execute an enter into a certificate of assignment (the "Sale AssignmentSALE ASSIGNMENT"), dated as of such Transfer each Purchase Date, substantially in the form of Exhibit EXHIBIT A hereto, Allonges identifying all Purchased Receivables being conveyed on such date and the Sellers shall execute an allonge (or other assignment in the case of Aruba Receivables) which have been stapled to in the original notes evidencing, as applicable, the Receivables and Mortgage Assignments form of EXHIBIT C attached hereto with respect to each of the Purchased Receivables and related Assets being purchased on such Transfer Date by the Trust Depositorsold hereunder. The Sale Price shall be payable by Trust Depositor in full by wire transfer on the Transfer Purchase Date to an account designated by the applicable Seller Sellers to Trust Depositor on or before the Transfer Purchase Date. Concurrent with the payment of the Sale Price, if any, for Purchased Receivables and execution and delivery of the Sale Assignment, the Allonges and the Mortgage Assignments, as applicable, in respect thereof, the Sellers shall have, and shall be deemed for all purposes to have sold, transferred, assigned, set over and otherwise conveyed to Trust Depositor, in consideration therefor without recourse, representation or warranty other than as expressly provided in the Transaction Documents, all the Sellers' rightrights, title and interest in and to the Purchased Receivables and related Assets specified on the List of Receivables and conveyed to the Trust Depositor pursuant to this Agreement. The foregoing sale, transfer, assignment, set-over and conveyance does not constitute and is not intended to result in the creation or an assumption by Trust Depositor following (or any assignee thereof) of any obligation of the Sellers in connection with the Receivables and related Assets, or any agreement or instrument relating thereto, including, without limitation, any obligation to any Obligor or any other Person, or items (i) any taxes- (vi) below, feescollectively, or other charges imposed by any Governmental Authority and (ii) any insurance premiums which remain owing with respect being referred to any Receivable at as the time such Receivable is sold hereunder. Upon the consummation of the foregoing sale, transfer, assignment, set-over and conveyance no Seller shall claim any ownership interest in the Purchased Receivables and related Assets or take any action inconsistent with the Trust Depositor's ownership of such Purchased Receivables and related Assets."ASSETS"):

Closing of Purchases. During the Purchase Period, no No later than eleven five (115) days Business Days prior to each Transfer Purchase Date (or such shorter period to which Trust Depositor Funding shall agree), the Sellers shall notify the Trust Depositor of the intent to effect a Purchase and the proposed Transfer Date thereof. During the Purchase Period, no later than two (2) Business Days prior to each Transfer Date (or such shorter period to which Trust Depositor shall agree), the Sellers Originator will deliver or cause to be delivered to Trust Depositor Funding a notice specifying all outstanding Eligible Receivables currently owned by the Sellers Originator which the Sellers wish Originator wishes to sell, transfer and absolutely assign pursuant to this Agreement, together with the items set forth on Schedule IB information described in EXHIBIT B to the Sale and Servicing Asset Purchase Agreement with respect theretothereto through such day. On or prior to the Transfer Purchase Date, Trust Depositor Funding will notify the Sellers Originator of the Eligible Receivables it will purchase (the "Purchased ReceivablesPURCHASED RECEIVABLES") on such date and the cash purchase price (the "Sale PriceSALE PRICE") it will pay for such purchase. To the extent that there is no Sale Price or the cash portion of the Sale Price for the Purchased Receivables is less than the fair market value thereof, the difference shall be deemed a capital contribution by the Sellers Originator to the Trust DepositorFunding. On each Transfer Date, the applicable Seller The Originator and Funding shall execute an enter into a certificate of assignment (the "Sale AssignmentSALE ASSIGNMENT"), dated as of such Transfer each Purchase Date, substantially in the form of Exhibit EXHIBIT A hereto, Allonges identifying all Purchased Receivables being conveyed on such date and the Originator shall either execute an Allonge (or other assignment in the case of Aruba Receivables) which have been stapled to the original notes evidencing, as applicable, the Receivables and Mortgage Assignments with respect to each notes or instruments) in the form of EXHIBIT C attached hereto or a Master Assignment (with respect to Receivables which take the Receivables and related Assets being purchased on such Transfer Date by form of conditional sales contracts) in the Trust Depositorform of EXHIBIT D attached hereto. The Sale Price shall be payable by Trust Depositor Funding in full by wire transfer on the Transfer Purchase Date to an account designated by the applicable Seller Originator to Trust Depositor Funding on or before the Transfer Purchase Date. Concurrent with the payment of the Sale Price, if any, for Purchased Receivables and execution and delivery of the Sale Assignment, the Allonges and the Mortgage Assignments, as applicable, in respect thereof, the Sellers Originator shall have, and shall be deemed for all purposes to have have, sold, transferred, assigned, set over and otherwise conveyed to Trust DepositorFunding, in consideration therefor without recourse, representation or warranty other than as expressly provided in the Transaction Documentstherefor, all the Sellers' Originator's right, title and interest in and to the Purchased Receivables and related Assets specified on the List of Receivables and conveyed to the Trust Depositor pursuant to this Agreement. The foregoing sale, transfer, assignment, set-over and conveyance does not constitute and is not intended to result in the creation or an assumption by Trust Depositor following (or any assignee thereof) of any obligation of the Sellers in connection with the Receivables and related Assets, or any agreement or instrument relating thereto, including, without limitation, any obligation to any Obligor or any other Person, or items (i) any taxes- (vii) below, feescollectively, or other charges imposed by any Governmental Authority and (ii) any insurance premiums which remain owing with respect being referred to any Receivable at as the time such Receivable is sold hereunder. Upon the consummation of the foregoing sale, transfer, assignment, set-over and conveyance no Seller shall claim any ownership interest in the Purchased Receivables and related Assets or take any action inconsistent with the Trust Depositor's ownership of such Purchased Receivables and related Assets."RECEIVABLES AND RELATED ASSETS"):

Closing of Purchases. During the Purchase Period, no No later than eleven five (115) days Business Days prior to each Transfer Purchase Date (or such shorter period to which Trust Depositor Funding shall agree), the Sellers shall notify the Trust Depositor of the intent to effect a Purchase and the proposed Transfer Date thereof. During the Purchase Period, no later than two (2) Business Days prior to each Transfer Date (or such shorter period to which Trust Depositor shall agree), the Sellers Originator will deliver or cause to be delivered to Trust Depositor Funding a notice specifying all outstanding Eligible Receivables currently owned by the Sellers Originator which the Sellers wish Originator wishes to sell, transfer and absolutely assign pursuant to this Agreement, together with the items set forth on Schedule IB information described in EXHIBIT B to the Sale and Servicing Asset Purchase Agreement with respect theretothereto through such day. On or prior to the Transfer Purchase Date, Trust Depositor Funding will notify the Sellers Originator of the Eligible Receivables it will purchase (the "Purchased ReceivablesPURCHASED RECEIVABLES") on such date and the cash purchase price (the "Sale PriceSALE PRICE") it will pay for such purchase. To the extent that there is no Sale Price or the cash portion of the Sale Price for the Purchased Receivables is less than the fair market value thereof, the difference shall be deemed a capital contribution by the Sellers Originator to the Trust DepositorFunding. On each Transfer Date, the applicable Seller The Originator and Funding shall execute an enter into a certificate of assignment (the "Sale AssignmentSALE ASSIGNMENT"), dated as of such Transfer each Purchase Date, substantially in the form of Exhibit EXHIBIT A hereto, Allonges identifying all Purchased Receivables being conveyed on such date and the Originator shall either execute an Allonge (or other assignment in the case of Aruba Receivables) which have been stapled to the original notes evidencing, as applicable, the Receivables and Mortgage Assignments with respect to each notes or instruments) in the form of EXHIBIT C attached hereto or a Master Assignment (with respect to Receivables which take the Receivables and related Assets being purchased on such Transfer Date by form of conditional sales contracts) in the Trust Depositorform of Exhibit D attached hereto. The Sale Price shall be payable by Trust Depositor Funding in full by wire transfer on the Transfer Purchase Date to an account designated by the applicable Seller Originator to Trust Depositor Funding on or before the Transfer Purchase Date. Concurrent with the payment of the Sale Price, if any, for Purchased Receivables and execution and delivery of the Sale Assignment, the Allonges and the Mortgage Assignments, as applicable, in respect thereof, the Sellers Originator shall have, and shall be deemed for all purposes to have have, sold, transferred, assigned, set over and otherwise conveyed to Trust DepositorFunding, in consideration therefor without recourse, representation or warranty other than as expressly provided in the Transaction Documentstherefor, all the Sellers' Originator's right, title and interest in and to the Purchased Receivables and related Assets specified on the List of Receivables and conveyed to the Trust Depositor pursuant to this Agreement. The foregoing sale, transfer, assignment, set-over and conveyance does not constitute and is not intended to result in the creation or an assumption by Trust Depositor following (or any assignee thereof) of any obligation of the Sellers in connection with the Receivables and related Assets, or any agreement or instrument relating thereto, including, without limitation, any obligation to any Obligor or any other Person, or items (i) any taxes- (vi) below, feescollectively, or other charges imposed by any Governmental Authority and (ii) any insurance premiums which remain owing with respect being referred to any Receivable at as the time such Receivable is sold hereunder. Upon the consummation of the foregoing sale, transfer, assignment, set-over and conveyance no Seller shall claim any ownership interest in the Purchased Receivables and related Assets or take any action inconsistent with the Trust Depositor's ownership of such Purchased Receivables and related Assets."RECEIVABLES AND RELATED ASSETS"):