Common use of Conveyance of the Loans Clause in Contracts

Conveyance of the Loans. (a) In consideration for (1) the Issuing Entity’s delivery to or upon the order of the Depositor of the Notes, and (2) an increase in the residual value of the equity interest in the Issuing Entity owned by the Depositor, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse, but subject to the other terms and conditions of this Agreement, (i) all right, title and interest of the Depositor in and to the Loans described in Schedule A to this Agreement, which are the Loans being conveyed by it on the Closing Date as part of the Starting Pool Balance, and (ii) all of the Depositor’s rights against the Loan Seller under the Asset Purchase Agreement, including the representations of the Loan Seller made therein and the Depositor’s right to enforce a breach of any such representation made with respect to any Conveyed Assets, and (iii) all of the Depositor’s right, title and interest in and to all of the Conveyed Assets whether or not described in the preceding clauses (i) through (ii) above. (b) [Intentionally Omitted]. (c) As of the Closing Date, the Issuing Entity acknowledges (or will acknowledge pursuant to the Assignment) the conveyance to it of the Conveyed Assets transferred on such date, including all right and interest of the Depositor in and to the Conveyed Assets, receipt of which is hereby acknowledged by the Issuing Entity (or will be acknowledged pursuant to the Assignment). Concurrent with such delivery, as of the Closing Date and pursuant to the Indenture the Issuing Entity pledges and/or assigns (or will pledge and/or assign pursuant to the Assignment) the Conveyed Assets and the other Collateral to the Indenture Trustee as security for the Notes.

Conveyance of the Loans. (a) In As of the Closing Date, in consideration for (1) of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Depositor, of the NotesNotes and Residual Interest Instruments to the Depositor or its designee, and (2) an increase in the residual value of the equity interest in the Issuing Entity owned by the Depositor, as of the Depositor Closing Date and concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse, but subject to the other terms and conditions provisions of this Agreement, (i) all of the right, title and interest of the Depositor in and to the Loans described Trust Estate. The foregoing sale, transfer, assignment, set over and conveyance does not and is not intended to result in Schedule A to this Agreement, which are a creation or an assumption by the Loans being conveyed by it on the Closing Date as part Issuer of any obligation of the Starting Pool Balance, and (ii) all of Depositor or any other Person in connection with the Depositor’s rights against the Loan Seller Trust Estate or under the Asset Purchase Agreement, including the representations of the Loan Seller made therein and the Depositor’s right to enforce a breach of any such representation made with respect to any Conveyed Assets, and (iii) all of the Depositor’s right, title and interest in and to all of the Conveyed Assets whether agreement or not described in the preceding clauses (i) through (ii) aboveinstrument relating thereto except as specifically set forth herein. (b) [Intentionally Omitted]. (c) As of the Closing Date, the Issuing Entity Issuer acknowledges (or will acknowledge pursuant to the Assignment) the conveyance to it of the Conveyed Assets transferred on such date, including all right and interest of the Depositor in and to the Conveyed AssetsTrust Estate, receipt of which is hereby acknowledged by the Issuing Entity (or will be acknowledged pursuant to the Assignment)Issuer. Concurrent Concurrently with such deliverydelivery and in exchange therefor, as of the Closing Date and pursuant to the Indenture the Issuing Entity pledges and/or assigns (or will pledge and/or assign pursuant to the Assignment) the Conveyed Assets and the other Collateral Issuer has pledged to the Indenture Trustee the Trust Estate and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Depositor or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Depositor, has executed (not in its individual capacity, but solely as security for Owner Trustee on behalf of the NotesIssuer) and caused to be authenticated and delivered upon the order of the Depositor the Residual Interests to the Depositor or its designee.