Common use of Conveyance of Transferred Assets Clause in Contracts

Conveyance of Transferred Assets. (a) In consideration of the Issuer’s sale and delivery to, or upon the order of, the Seller of all of the Notes and the Residual Interest on the Closing Date, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Initial Transferred Assets, identified in an Assignment substantially in the form of Exhibit C delivered on the Closing Date. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or any Originator to the Obligors, the Dealers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. (b) In consideration of the payment of the Receivables Purchase Price from the Pre-Funding Account, on each Funding Date the Seller does hereby sell, transfer, assign, and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Subsequent Transferred Assets, identified in an Assignment substantially in the form of Exhibit C delivered on such Funding Date. The purchase of the Subsequent Transferred Assets on each Funding Date shall be made in accordance with the Purchase Agreement and this Agreement. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or any Originator to the Obligors, the Dealers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

Conveyance of Transferred Assets. (a) In consideration of the Issuer’s sale and delivery to, or upon the order of, the Seller of all of the Notes and the Residual Interest on the Closing Date, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Initial Transferred Assets, identified in an Assignment substantially in the form of Exhibit C delivered on the Closing Date. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or any Originator the Originators to the Obligors, the Dealers Obligors or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. (b) In consideration of the payment of the Receivables Purchase Price from the Pre-Funding Account, on each Funding Date the Seller does hereby sell, transfer, assign, and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Subsequent Transferred Assets, identified in an Assignment substantially in the form of Exhibit C delivered on such Funding Date. The purchase of the Subsequent Transferred Assets on each Funding Date shall be made in accordance with the Purchase Agreement and this Agreement. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or any Originator the Originators to the Obligors, the Dealers Obligors or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

Conveyance of Transferred Assets. (a) In consideration of the Issuer’s sale and delivery to, or upon the order of, the Seller of all of the Notes and the Residual Interest on the Closing Date, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Initial Transferred Assets, identified in an Assignment substantially in the form of Exhibit C delivered on the Closing Date. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or any the Originator to the Obligors, the Dealers or any other Person in connection with the Receivables Contracts or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. (b) In consideration of the payment of the Receivables Contracts Purchase Price from the Pre-Funding Account, on each Funding Date the Seller does hereby sell, transfer, assign, and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Subsequent Transferred Assets, identified in an Assignment substantially in the form of Exhibit C delivered on such Funding Date. The purchase of the Subsequent Transferred Assets on each Funding Date shall be made in accordance with the Purchase Contribution Agreement and this Agreement. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or any the Originator to the Obligors, the Dealers or any other Person in connection with the Receivables Contracts or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. (c) The Seller shall transfer to the Issuer the Subsequent Contracts and the other property and rights related thereto described in Section 2.1(b) only upon the satisfaction of each of the following conditions on or prior to the related Funding Date: (i) the Seller shall have provided the Indenture Trustee, the Owner Trustee[, the Insurer] and the Rating Agencies with a Notice of Funding not later than five (5) Business Days prior to such Funding Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Contracts; (ii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee a list of all Subsequent Contracts to be transferred on such Funding Date; (iii) as of each Funding Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Contracts on such Funding Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (iv) the Funding Period shall not have terminated; (v) after giving effect to any transfer of Subsequent Contracts on a Funding Date, the Contracts transferred to the Issuer pursuant hereto shall meet the following criteria (based on the characteristics of the Initial Contracts on the Initial Cut-Off Date and the Subsequent Contracts on the related Subsequent Cut-Off Dates) as such information is provided to the Indenture Trustee by the Servicer: (A) the weighted average APR of all Contracts transferred to the Issuer shall not be less than [ ]%[, unless, with the prior consent of the Rating Agencies and the Insurer, the Seller increases the related Subsequent Reserve Amount with respect to such Subsequent Contracts by the amount required by the Insurer]; (B) the weighted average original term to scheduled maturity of the Contracts shall not be greater than [ ] months; (C) the weighted average overall loan to value percentage of the Contracts shall not be greater than [ ]%; (D) the percentage of Contracts originated and entered into in the State of Texas shall not exceed [ ]% of the total Contracts in the Issuer; and (E) the percentage of Contracts relating to the “OverDrive” program shall not be less than [ ]%; (vi) each of the representations and warranties made by the Seller pursuant to Schedule I hereto with respect to the Subsequent Contracts to be transferred on such Funding Date shall be true and correct as of the related Funding Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Funding Date; (vii) the Seller shall, at its own expense, on or prior to the Funding Date indicate in its computer files that the Subsequent Contracts have been sold to the Issuer pursuant to this Agreement; (viii) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuer in the Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (ix) no selection procedures adverse to the interests of the Noteholders [or the Insurer] shall have been utilized in selecting the Subsequent Contracts; (x) the addition of any such Subsequent Contracts shall not result in a material adverse tax consequence to the Issuer or the Noteholders; (xi) the Seller shall have delivered to the Rating Agencies[, the Insurer] and the Indenture Trustee an Opinion of Counsel with respect to the transfer of such Subsequent Contracts substantially in the form of the Opinion of Counsel delivered to the Rating Agencies[, the Insurer] and the Indenture Trustee on the Closing Date (which Opinion of Counsel may be included in the Opinion of Counsel delivered on the Closing Date); (xii) [no Insurer Default shall have occurred and be continuing;] (xiii) [the Insurer, in its absolute and sole discretion, shall have approved the transfer in writing of such Subsequent Contracts to the Issuer and the Insurer shall have been reimbursed for any fees and expenses incurred by the Insurer in connection with the granting of such approval;] (xiv) the Seller shall simultaneously cause the Reserve Amount to be increased by the Subsequent Reserve Amount with respect to the Subsequent Contracts transferred on such Funding Date; (xv) the Seller shall have delivered to [the Insurer,] the Owner Trustee and the Indenture Trustee an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (c); and (xvi) no such Subsequent Contract shall have an APR less than [ ]%.

Conveyance of Transferred Assets. (a) In consideration of the Issuer’s sale and delivery to, or upon the order of, the Seller of all of the Notes and the Residual Interest on the Closing Date, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Initial Transferred Assets, identified in as evidenced by an Assignment substantially in the form of Exhibit C A delivered on the Closing Date. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or any the applicable Originator to the Obligors, the Dealers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. (ba) In consideration of the payment of the Receivables Purchase Price from the Pre-Funding Account, on each Funding Date the Seller does hereby sell, transfer, assign, and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Subsequent Transferred Assets, identified in as evidenced by an Assignment substantially in the form of Exhibit C A delivered on such Funding Date. The purchase of the Subsequent Transferred Assets on each Funding Date shall be made in accordance with the Purchase Agreement and this Agreement. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or any the applicable Originator to the Obligors, the Dealers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

Conveyance of Transferred Assets. (a) In consideration of the Issuer’s sale and delivery to, or upon the order of, the Seller of all of the Notes and the Residual Interest on the Closing Date, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Initial Transferred Assets, identified in as evidenced by an Assignment substantially in the form of Exhibit C A delivered on the Closing Date. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or any the applicable Originator to the Obligors, the Dealers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. (b) In consideration of the payment of the Receivables Purchase Price from the Pre-Funding Account, on each Funding Date the Seller does hereby irrevocably sell, transfer, assign, and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Subsequent Transferred Assets, identified in as evidenced by an Assignment substantially in the form of Exhibit C A delivered on such Funding Date. The purchase of the Subsequent Transferred Assets on each a Funding Date shall be made in accordance with the Purchase Agreement and this Agreement. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or any the applicable Originator to the Obligors, the Dealers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

Conveyance of Transferred Assets. (a) In consideration of the Issuer’s sale and delivery to, or upon the order of, the Seller of all of the Notes and the Residual Interest on the Closing Date, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Initial Transferred Assets, identified in an Assignment substantially in the form of Exhibit C delivered on the Closing Date. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or any Originator to the Obligors, the Dealers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. (b) In consideration of the payment of the Receivables Purchase Price from the Pre-Funding Account, on each Funding Date the Seller does hereby sell, transfer, assign, and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Subsequent Transferred Assets, identified in an Assignment substantially in the form of Exhibit C delivered on such Funding Date. The purchase of the Subsequent Transferred Assets on each Funding Date shall be made in accordance with the Purchase Agreement and this Agreement. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or any Originator to the Obligors, the Dealers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

Conveyance of Transferred Assets. (a) In consideration of the Issuer’s sale and delivery to, or upon the order of, the Seller of all of the Notes and the Residual Interest on the Closing Date, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Initial Transferred Assets, identified in an Assignment substantially in the form of Exhibit C delivered on the Closing Date. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or any the Originator to the Obligors, the Dealers or any other Person in connection with the Receivables Contracts or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. Such sale pursuant to this Section 2.1(a) shall be effective as of the Closing Date. (b) In consideration of the payment of the Receivables Contracts Purchase Price from the Pre-Funding Account, on each Funding Date the Seller does hereby sell, transfer, assign, and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Subsequent Transferred Assets, identified in an Assignment substantially in the form of Exhibit C delivered on such Funding Date. The purchase of the Subsequent Transferred Assets on each Funding Date shall be made in accordance with the Purchase Contribution Agreement and this Agreement. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or any the Originator to the Obligors, the Dealers or any other Person in connection with the Receivables Contracts or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. Each such sale pursuant to this Section 2.1(b) shall be effective as of the related Funding Date. (c) The Seller shall transfer to the Issuer the Subsequent Contracts and the other property and rights related thereto described in Section 2.1(b) only upon the satisfaction of each of the following conditions on or prior to the related Funding Date: (i) the Seller shall have provided the Indenture Trustee, the Owner Trustee, the Insurer and the Rating Agencies with a Notice of Funding not later than five (5) Business Days prior to such Funding Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Contracts; (ii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Assignment with a list of all Subsequent Contracts to be transferred on such Funding Date; (iii) as of each Funding Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Contracts on such Funding Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (iv) the Funding Period shall not have terminated; (v) after giving effect to any transfer of Subsequent Contracts on a Funding Date, the Contracts transferred to the Issuer pursuant hereto shall meet the following criteria (based on the characteristics of the Initial Contracts on the Initial Cut-Off Date and the Subsequent Contracts on the related Subsequent Cut-Off Dates) as such information is provided to the Indenture Trustee by the Servicer: (A) the weighted average APR of all Contracts transferred to the Issuer shall not be less than [not applicable]%, unless, with the prior consent of the Rating Agencies and the Insurer, the Seller increases the related Subsequent Reserve Amount (and therefore the Specified Reserve Amount) with respect to such Subsequent Contracts by the amount required by the Insurer; (B) the weighted average original term to scheduled maturity of the Contracts shall not be greater than [not applicable] months; (C) the weighted average overall loan to value percentage of the Contracts shall not be greater than [not applicable]%; (D) the percentage of Contracts (based on the Principal Balance of the Contracts) originated and entered into in the State of Texas shall not exceed [not applicable]% of the total Contracts in the Issuer; and (E) the percentage of Contracts (based on the Principal Balance of the Contracts): with no Credit Bureau Score shall not exceed not applicable]%; with Credit Bureau Scores from 1 through 450 shall not exceed [not applicable]%; with Credit Bureau Scores from 451 through 475 shall not exceed [not applicable]%; with Credit Bureau Scores from 476 through 500 shall not exceed [not applicable]%; with Credit Bureau Scores from 501 through 525 shall not exceed [not applicable]%; with Credit Bureau Scores from 526 through 550 shall not exceed [not applicable]%; with Credit Bureau Scores from 551through 575 shall not exceed [not applicable]%; and with Credit Bureau Scores equal to 576 or higher shall be at least 20%; (vi) each of the representations and warranties made by the Seller pursuant to Schedule I hereto with respect to the Subsequent Contracts to be transferred on such Funding Date shall be true and correct as of the related Funding Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Funding Date; (vii) the Seller shall, at its own expense, on or prior to the Funding Date indicate in its computer files that the Subsequent Contracts have been sold to the Issuer pursuant to this Agreement; (viii) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuer in the Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (ix) no selection procedures adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Subsequent Contracts; (x) the addition of any such Subsequent Contracts shall not result in a material adverse tax consequence to the Issuer or the Noteholders; (xi) the Seller shall have delivered to the Rating Agencies, the Insurer and the Indenture Trustee an Opinion of Counsel with respect to the transfer of such Subsequent Contracts substantially in the form of the Opinion of Counsel delivered to the Rating Agencies, the Insurer and the Indenture Trustee on the Closing Date (which Opinion of Counsel may be included in the Opinion of Counsel delivered on the Closing Date); (xii) no Insurer Event of Default shall have occurred and be continuing; (xiii) the Insurer, in its absolute and sole discretion, shall have approved the transfer in writing of such Subsequent Contracts to the Issuer and the Insurer shall have been reimbursed for any fees and expenses incurred by the Insurer in connection with the granting of such approval; (xiv) the Seller shall simultaneously cause the Reserve Amount to be increased by the Subsequent Reserve Amount with respect to the Subsequent Contracts transferred on such Funding Date; (xv) the Seller shall have delivered to the Insurer, the Owner Trustee and the Indenture Trustee an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (c); (xvi) no such Subsequent Contract shall have an APR less than [not applicable]%; and (xvii) the Seller shall have deposited into the Collection Account to the extent required by Section 4.2, all Collections in respect of the related Subsequent Contracts since the applicable Subsequent Cut-Off Date. The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Contract on the date required as specified above, the Seller will immediately repurchase such Subsequent Contract from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 2.3.

Conveyance of Transferred Assets. (a) In consideration of the Issuer’s sale and delivery to, or upon the order of, the Seller of all of the Notes and the Residual Interest on the Closing Date, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Initial Transferred Assets, identified described in an Assignment substantially in the form of Exhibit C delivered on the Closing Date, which such Assignment and all attachments thereto are herein incorporated by reference and made a part hereof. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or any Originator the Originators to the Obligors, the Dealers Obligors or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. (b) In consideration of the payment of the Receivables Purchase Price purchase price from the Pre-Funding Account, on each Funding Date the Seller does hereby sell, transfer, assign, and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Subsequent Transferred Assets, identified described in an Assignment substantially in the form of Exhibit C delivered on such Funding Date, which such Assignment and all attachments thereto are herein incorporated by reference and made a part hereof. The purchase of the Subsequent Transferred Assets on each Funding Date shall be made in accordance with the Purchase Agreement and this Agreement. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or any Originator the Originators to the Obligors, the Dealers Obligors or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

Conveyance of Transferred Assets. (a) In consideration of the Issuer’s 's sale and delivery to, or upon the order of, the Seller of all of the Notes and the Residual Interest Certificate on the Closing Date, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Initial Transferred Assets, identified described in an Assignment substantially in the form of Exhibit C delivered on the Closing Date. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or any Originator the Originators to the Obligors, the Dealers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. (b) In consideration of the payment of the Receivables Purchase Price purchase price from the Pre-Funding Account, on each Funding Date the Seller does hereby sell, transfer, assign, and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Subsequent Transferred Assets, identified described in an Assignment substantially in the form of Exhibit C delivered on such Funding Date. The purchase of the Subsequent Transferred Assets on each Funding Date shall be made in accordance with the Purchase Agreement and this Agreement. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or any Originator the Originators to the Obligors, the Dealers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

Conveyance of Transferred Assets. (a) In consideration of the Issuer’s sale and delivery to, or upon the order of, the Seller of all of the Notes and the Residual Interest on the Closing Date, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Initial Transferred Assets, identified described in an Assignment substantially in the form of Exhibit C delivered on the Closing Date, which such Assignment and all attachments thereto are herein incorporated by reference and made a part hereof. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or any Originator the Originators to the Obligors, the Dealers Obligors or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. (b) In consideration of the payment of the Receivables Purchase Price from the Pre-Funding Account, on each Funding Date the Seller does hereby sell, transfer, assign, and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Subsequent Transferred Assets, identified described in an Assignment substantially in the form of Exhibit C delivered on such Funding Date, which such Assignment and all attachments thereto are herein incorporated by reference and made a part hereof. The purchase of the Subsequent Transferred Assets on each Funding Date shall be made in accordance with the Purchase Agreement and this Agreement. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or any Originator the Originators to the Obligors, the Dealers Obligors or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

Conveyance of Transferred Assets. (a) In consideration of the Issuer’s sale and delivery to, or upon the order of, the Seller of all of the Notes and the Residual Interest on the Closing Date, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Initial Transferred Assets, identified in an Assignment substantially in the form of Exhibit C delivered on the Closing Date. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or any the Originator to the Obligors, the Dealers or any other Person in connection with the Receivables Contracts or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. Such sale pursuant to this Section 2.1(a) shall be effective as of the Closing Date. (b) In consideration of the payment of the Receivables Contracts Purchase Price from the Pre-Funding Account, on each Funding Date the Seller does hereby sell, transfer, assign, and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Subsequent Transferred Assets, identified in an Assignment substantially in the form of Exhibit C delivered on such Funding Date. The purchase of the Subsequent Transferred Assets on each Funding Date shall be made in accordance with the Purchase Contribution Agreement and this Agreement. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or any the Originator to the Obligors, the Dealers or any other Person in connection with the Receivables Contracts or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. Each such sale pursuant to this Section 2.1(b) shall be effective as of the related Funding Date. (c) The Seller shall transfer to the Issuer the Subsequent Contracts and the other property and rights related thereto described in Section 2.1(b) only upon the satisfaction of each of the following conditions on or prior to the related Funding Date: (i) the Seller shall have provided the Indenture Trustee, the Owner Trustee, the Insurer and the Rating Agencies with a Notice of Funding not later than five (5) Business Days prior to such Funding Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Contracts; (ii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Assignment with a list of all Subsequent Contracts to be transferred on such Funding Date; (iii) as of each Funding Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Contracts on such Funding Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (iv) the Funding Period shall not have terminated; (v) after giving effect to any transfer of Subsequent Contracts on a Funding Date, the Contracts transferred to the Issuer pursuant hereto shall meet the following criteria (based on the characteristics of the Initial Contracts on the Initial Cut-Off Date and the Subsequent Contracts on the related Subsequent Cut-Off Dates) as such information is provided to the Indenture Trustee by the Servicer: (A) the weighted average APR of all Contracts transferred to the Issuer shall not be less than 21.00%, unless, with the prior consent of the Rating Agencies and the Insurer, the Seller increases the related Subsequent Reserve Amount (and therefore the Specified Reserve Amount) with respect to such Subsequent Contracts by the amount required by the Insurer; (B) the weighted average original term to scheduled maturity of the Contracts shall not be greater than 64 months; (C) the weighted average overall loan to value percentage of the Contracts shall not be greater than 115%; (D) the percentage of Contracts (based on the Principal Balance of the Contracts) originated and entered into in the State of Texas shall not exceed 20.00% of the total Contracts in the Issuer; (E) none of the Contracts were originated or entered into in the State of New York; and (F) the percentage of Contracts (based on the Principal Balance of the Contracts): with no Credit Bureau Score shall not exceed 17%; with Credit Bureau Scores from 1 through 450 shall not exceed 7%; with Credit Bureau Scores from 451 through 475 shall not exceed 8%; with Credit Bureau Scores from 476 through 500 shall not exceed 10.25%; with Credit Bureau Scores from 501 through 525 shall not exceed 13.50%; with Credit Bureau Scores from 526 through 550 shall not exceed 13.75%; with Credit Bureau Scores from 551through 575 shall not exceed 11%; and with Credit Bureau Scores equal to 576 or higher shall be at least 20%; (vi) each of the representations and warranties made by the Seller pursuant to Schedule I hereto with respect to the Subsequent Contracts to be transferred on such Funding Date shall be true and correct as of the related Funding Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Funding Date; (vii) the Seller shall, at its own expense, on or prior to the Funding Date indicate in its computer files that the Subsequent Contracts have been sold to the Issuer pursuant to this Agreement; (viii) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuer in the Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (ix) no selection procedures adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Subsequent Contracts; (x) the addition of any such Subsequent Contracts shall not result in a material adverse tax consequence to the Issuer or the Noteholders; (xi) the Seller shall have delivered to the Rating Agencies, the Insurer and the Indenture Trustee an Opinion of Counsel with respect to the transfer of such Subsequent Contracts substantially in the form of the Opinion of Counsel delivered to the Rating Agencies, the Insurer and the Indenture Trustee on the Closing Date (which Opinion of Counsel may be included in the Opinion of Counsel delivered on the Closing Date); (xii) no Insurer Event of Default shall have occurred and be continuing; (xiii) the Insurer, in its absolute and sole discretion, shall have approved the transfer in writing of such Subsequent Contracts to the Issuer and the Insurer shall have been reimbursed for any fees and expenses incurred by the Insurer in connection with the granting of such approval; (xiv) the Seller shall simultaneously cause the Reserve Amount to be increased by the Subsequent Reserve Amount with respect to the Subsequent Contracts transferred on such Funding Date; (xv) the Seller shall have delivered to the Insurer, the Owner Trustee and the Indenture Trustee an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (c); (xvi) no such Subsequent Contract shall have an APR less than 8.00 ; and (xvii) the Seller shall have deposited into the Collection Account to the extent required by Section 4.2, all Collections in respect of the related Subsequent Contracts since the applicable Subsequent Cut-Off Date. The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Contract on the date required as specified above, the Seller will immediately repurchase such Subsequent Contract from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 2.3.

Conveyance of Transferred Assets. (a) In consideration of the Issuer’s sale and delivery to, or upon the order of, the Seller of all of the Notes and the Residual Interest on the Closing Date, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Initial Transferred Assets, identified in an Assignment substantially in the form of Exhibit C delivered on the Closing Date. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or any the Originator to the Obligors, the Dealers or any other Person in connection with the Receivables Contracts or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. Such sale pursuant to this Section 2.1(a) shall be effective as of the Closing Date. (b) In consideration of the payment of the Receivables Contracts Purchase Price from the Pre-Funding Account, on each Funding Date the Seller does hereby sell, transfer, assign, and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Subsequent Transferred Assets, identified in an Assignment substantially in the form of Exhibit C delivered on such Funding Date. The purchase of the Subsequent Transferred Assets on each Funding Date shall be made in accordance with the Purchase Contribution Agreement and this Agreement. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or any the Originator to the Obligors, the Dealers or any other Person in connection with the Receivables Contracts or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. Each such sale pursuant to this Section 2.1(b) shall be effective as of the related Funding Date. (c) The Seller shall transfer to the Issuer the Subsequent Contracts and the other property and rights related thereto described in Section 2.1(b) only upon the satisfaction of each of the following conditions on or prior to the related Funding Date: (i) the Seller shall have provided the Indenture Trustee, the Owner Trustee, the Insurer and the Rating Agencies with a Notice of Funding not later than five (5) Business Days prior to such Funding Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Contracts; (ii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Assignment with a list of all Subsequent Contracts to be transferred on such Funding Date; (iii) as of each Funding Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Contracts on such Funding Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (iv) the Funding Period shall not have terminated; (v) after giving effect to any transfer of Subsequent Contracts on a Funding Date, the Contracts transferred to the Issuer pursuant hereto shall meet the following criteria (based on the characteristics of the Initial Contracts on the Initial Cut-Off Date and the Subsequent Contracts on the related Subsequent Cut-Off Dates) as such information is provided to the Indenture Trustee by the Servicer: (A) the weighted average APR of all Contracts transferred to the Issuer shall not be less than [not applicable]%, unless, with the prior consent of the Rating Agencies and the Insurer, the Seller increases the related Subsequent Reserve Amount (and therefore the Specified Reserve Amount) with respect to such Subsequent Contracts by the amount required by the Insurer; (B) the weighted average original term to scheduled maturity of the Contracts shall not be greater than [not applicable] months; (C) the weighted average overall loan to value percentage of the Contracts shall not be greater than [not applicable]%; (D) the percentage of Contracts (based on the Principal Balance of the Contracts) originated and entered into in the State of Texas shall not exceed [not applicable]% of the total Contracts in the Issuer; and (E) the percentage of Contracts (based on the Principal Balance of the Contracts): with no Credit Bureau Score shall not exceed [not applicable]%; with Credit Bureau Scores from 1 through 450 shall not exceed [not applicable]%; with Credit Bureau Scores from 451 through 475 shall not exceed [not applicable]%; with Credit Bureau Scores from 476 through 500 shall not exceed [not applicable]%; with Credit Bureau Scores from 501 through 525 shall not exceed [not applicable]%; with Credit Bureau Scores from 526 through 550 shall not exceed [not applicable]%; with Credit Bureau Scores from 551through 575 shall not exceed [not applicable]%; and with Credit Bureau Scores equal to 576 or higher shall be at least [not applicable]%; (vi) each of the representations and warranties made by the Seller pursuant to Schedule I hereto with respect to the Subsequent Contracts to be transferred on such Funding Date shall be true and correct as of the related Funding Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Funding Date; (vii) the Seller shall, at its own expense, on or prior to the Funding Date indicate in its computer files that the Subsequent Contracts have been sold to the Issuer pursuant to this Agreement; (viii) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuer in the Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (ix) no selection procedures adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Subsequent Contracts; (x) the addition of any such Subsequent Contracts shall not result in a material adverse tax consequence to the Issuer or the Noteholders; (xi) the Seller shall have delivered to the Rating Agencies, the Insurer and the Indenture Trustee an Opinion of Counsel with respect to the transfer of such Subsequent Contracts substantially in the form of the Opinion of Counsel delivered to the Rating Agencies, the Insurer and the Indenture Trustee on the Closing Date (which Opinion of Counsel may be included in the Opinion of Counsel delivered on the Closing Date); (xii) no Insurer Event of Default shall have occurred and be continuing; (xiii) the Insurer, in its absolute and sole discretion, shall have approved the transfer in writing of such Subsequent Contracts to the Issuer and the Insurer shall have been reimbursed for any fees and expenses incurred by the Insurer in connection with the granting of such approval; (xiv) the Seller shall simultaneously cause the Reserve Amount to be increased by the Subsequent Reserve Amount with respect to the Subsequent Contracts transferred on such Funding Date; (xv) the Seller shall have delivered to the Insurer, the Owner Trustee and the Indenture Trustee an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (c); (xvi) no such Subsequent Contract shall have an APR less than [not applicable]%; and (xvii) the Seller shall have deposited into the Collection Account to the extent required by Section 4.2, all Collections in respect of the related Subsequent Contracts since the applicable Subsequent Cut-Off Date. The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Contract on the date required as specified above, the Seller will immediately repurchase such Subsequent Contract from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 2.3.