Common use of Conveyance of the Receivables and the Other Conveyed Property Clause in Contracts

Conveyance of the Receivables and the Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, the Originator hereby sells, transfers, assigns and otherwise conveys to the Depositor without recourse (but without limitation of its obligations in this Agreement), and the Depositor hereby purchases, all right, title and interest of the Originator in and to the Receivables and the Other Conveyed Property, including all moneys received after the Cutoff Date. It is the intention of the Originator and the Depositor that the sale and assignment contemplated by this Agreement constitutes a sale and contribution of the Receivables and the Other Conveyed Property from the Originator to the Depositor, conveying good title thereto free and clear of any liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property will not be part of the Originator’s estate in the event of the filing of a bankruptcy petition by or against the Originator under any bankruptcy or similar law. (b) Simultaneously with the sale of the Receivables and the Other Conveyed Property to the Depositor, the Depositor has paid or caused to be paid to or upon the order of the Originator a purchase price equal to the aggregate Principal Balance of the Receivables. An amount equal to the net proceeds of the Class A Notes (less the initial deposit to the Spread Account) shall be paid by wire transfer of immediately available funds and the remaining balance of the purchase price will be paid with a portion of the proceeds from the sale of the Certificate by the Depositor to the Residual Holder.

Conveyance of the Receivables and the Other Conveyed Property. SECTION 2.1 Conveyance of the Initial Receivables and the Other Initial Purchased Property. (a) Subject to the terms and conditions of this Agreement, effective as of the Closing Date, Originator hereby sells, transfers, assigns and otherwise conveys to the Depositor without recourse (but without limitation of its obligations in this Agreement), and the Depositor hereby purchases, all right, title and interest of the Originator in and to the Initial Receivables and the Other Conveyed Initial Purchased Property, including all moneys received thereon on or after the Initial Cutoff Date (excluding amounts collected in respect of interest accrued on the Receivables prior to the Closing Date). It is the intention of the Originator and the Depositor that the sale and assignment contemplated by this Agreement on the Closing Date constitutes a sale and contribution of the Receivables and the Other Conveyed Initial Purchased Property from the Originator to the Depositor, conveying good title thereto free and clear of any liens, and the beneficial interest in and title to the Initial Receivables and the Other Conveyed Initial Purchased Property will not be part the property of the Originator’s estate Originator or of the conservatorship or receivership for the Originator in the event of an Insolvency Proceeding with respect to the filing of a bankruptcy petition by or against the Originator under any bankruptcy or similar lawOriginator. (b) Simultaneously with the sale of the Receivables and the Other Conveyed Initial Purchased Property to Depositor on the DepositorClosing Date, the Depositor has paid or caused to be paid to or upon the order of the Originator a purchase price equal to the aggregate Principal Balance of the Receivables. An (i) an amount equal to the net proceeds of the Class A Notes (less the initial deposit to the Spread Account) shall be paid by wire transfer of immediately available funds and (ii) the remaining balance of the purchase price will be paid with a portion of the proceeds from the sale of the Certificate by the Depositor to the Residual HolderCertificate.