Common use of Sale of Loans Clause in Contracts

Sale of Loans. (a) Subject to the terms and conditions hereof, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) all right, title and interest of the Seller in (without duplication): (i) the Loans and all obligations of the Obligors thereunder, excluding amounts received thereunder prior to or on the Cut-off Date; (ii) all Related Security and any Collections and additional monies received under the Loans and Related Security, unless related to amounts due in respect of the Loans on or prior to the Cut-off Date; (iii) the Sale Agreement; (iv) all other property now or hereafter in the possession or custody of, or in transit to, the Servicer, any Sub-Servicer or the Seller relating to any of the foregoing; (v) all Loan Files and Records with respect to any of the foregoing; and (vi) all proceeds of the foregoing (all such assets, collectively, the “Purchaser Assets”). Notwithstanding the foregoing, the Seller delegates to the Purchaser any remaining obligations of the Seller under any Loan, and the Purchaser assumes such obligations. (b) On or before the Closing Date, the Seller shall (i) indicate in its records that the Purchaser Assets have been sold to the Purchaser pursuant to this Agreement by so identifying the Purchaser Assets with an appropriate notation and (ii) deliver to the Purchaser or its designee the following documents (collectively, the “Loan Files”): (i) the original fully executed copy of the Loan; (ii) a record or facsimile of the original credit application, if obtained, fully executed by the Obligor; (iii) the original certificate of title or file stamped copy of the UCC financing statement or such other documents evidencing the security interest of the Purchaser in the Equipment; and (iv) any and all other material documents relating to a Loan, an Obligor or any of the Equipment.

Sale of Loans. (a) Subject to the terms and conditions hereof, the hereof each Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) all such Seller’s right, title and interest of the Seller in (without duplication):in: (i) the Loans Loans, including the Loan Files, and all obligations of the Obligors thereunder, excluding amounts received thereunder prior including the right to payment of any interest accrued and to accrue from and after August 31, 2009 or finance charges and other obligations of such Obligor with respect thereto due or to become due on or after the Cut-off Date; (ii) all Related Security and any Collections and additional monies received under the Loans and Related Security, unless related to amounts due in with respect of the Loans on or prior to the Cut-off Datethereto; (iii) the Sale Agreement; (iv) all other property now or hereafter in the possession or custody of, or in transit to, the Issuer, the Servicer, any Sub-Servicer or the each Seller relating to any of the foregoing; (viv) all Loan Files and Records with respect to any of the foregoing; and (viv) all proceeds of the foregoing (all such assets, collectively, collectively the “Purchaser CEF Assets”). Notwithstanding the foregoing, the Seller delegates to the Purchaser any remaining obligations of the Seller under any Loan, and the Purchaser assumes such obligations. (b) On or before the Closing Date, the each Seller shall (i) indicate in its records computer files that the Purchaser CEF Assets have been sold to the Purchaser pursuant to this Agreement by so identifying the Purchaser such CEF Assets with an appropriate notation and (ii) deliver to the Purchaser or its designee the following documents (collectively, the “Loan Files”): (i) the original fully executed copy of the Loan; (ii) a record or facsimile of the original credit application, if obtained, application fully executed by the Obligor; (iii) the original certificate of title or file stamped copy of the UCC financing statement or such other documents evidencing the security interest of the Purchaser in the Equipment; and (iv) any and all other material documents relating to a Loan, an Obligor or any of the Equipment.

Sale of Loans. (a) Subject to the terms and conditions hereof, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) all right, title and interest of the Seller in (without duplication):in: (i) the Loans Loans, including the Loan Files, and all obligations of the Obligors thereunder, excluding amounts received thereunder prior including the right to payment of any interest accrued and to accrue from and after August 31, 2009 or finance charges and other obligations of such Obligor with respect thereto due or to become due on or after the Cut-off Cutoff Date; (ii) all Related Security and any Collections and additional monies received under the Loans and Related Security, unless related to amounts due in with respect of the Loans on or prior to the Cut-off Datethereto; (iii) the Loan Sale Agreement; (iv) all other property now or hereafter in the possession or custody of, or in transit to, the Servicer, any Sub-Servicer or the Seller relating to any of the foregoing; (v) all Loan Files and Records with respect to any of the foregoing; and (vi) all proceeds of the foregoing (all such assets, collectively, collectively the “Purchaser Assets”). Notwithstanding the foregoing, the Seller delegates to the Purchaser any remaining obligations of the Seller under any Loan, and the Purchaser assumes such obligations. (b) On or before the Closing Date, the Seller shall (i) indicate in its records computer files that the Purchaser Assets have been sold to the Purchaser pursuant to this Agreement by so identifying the Purchaser Assets with an appropriate notation and (ii) deliver to the Purchaser or its designee the following documents (collectively, the “Loan Files”): (i) the original fully executed copy of the Loan; (ii) a record or facsimile of the original credit application, if obtained, application fully executed by the Obligor; (iii) the original certificate of title or file stamped copy of the UCC financing statement or such other documents evidencing the security interest of the Purchaser in the Equipment; and (iv) any and all other material documents relating to a Loan, an Obligor or any of the Equipment.

Sale of Loans. (a) Subject to the terms and conditions hereof, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) all right, title and interest of the Seller in (without duplication): (i) the Loans and all obligations of the Obligors thereunder, excluding amounts received thereunder prior to or on the Cut-off Date; (ii) all Related Security and any Collections and additional monies received under the Loans and Related Security, unless related to amounts due in respect of the Loans on or prior to the Cut-off Date; (iii) the Sale Agreement; (iv) all other property now or hereafter in the possession or custody of, or in transit to, the Servicer, any Sub-Servicer or the Seller relating to any of the foregoing; (v) all Loan Files and Records with respect to any of the foregoing; and (vi) all proceeds of the foregoing (all such assets, collectively, the “Purchaser Assets”). 700148757 06142559 Loan Purchase and Sale Agreement Notwithstanding the foregoing, the Seller delegates to the Purchaser any remaining obligations of the Seller under any Loan, and the Purchaser assumes such obligations. (b) On or before the Closing Date, the Seller shall (i) indicate in its records that the Purchaser Assets have been sold to the Purchaser pursuant to this Agreement by so identifying the Purchaser Assets with an appropriate notation and (ii) deliver to the Purchaser or its designee the following documents (collectively, the “Loan Files”): (i) the original fully executed copy of the Loan; (ii) a record or facsimile of the original credit application, if obtained, fully executed by the Obligor; (iii) the original certificate of title or file stamped copy of the UCC financing statement or such other documents evidencing the security interest of the Purchaser in the Equipment; and (iv) any and all other material documents relating to a Loan, an Obligor or any of the Equipment.

Sale of Loans. (a) Subject to the terms and conditions hereof, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) If all right, title and interest or a portion of the Seller in (without duplication): (i) the Loans and the Purchased Assets related thereto are to be sold under the terms of Section 5.05(a)(ii), the Indenture Trustee, or its agents, shall, unless another method of sale is directed in writing by the Required Noteholders, use its commercially reasonable efforts to sell, dispose or otherwise liquidate all obligations or a portion of the Obligors thereunder, excluding amounts received thereunder prior to or on the Cut-off Date; (ii) all Related Security and any Collections and additional monies received under the Loans and Related Security, unless such related Purchased Assets by the solicitation of competitive bids. The Indenture Trustee may from time to amounts due in respect time postpone any sale by public announcement made at the time and place of the Loans on or prior to the Cut-off Date; (iii) the Sale Agreement; (iv) all other property now or hereafter in the possession or custody of, or in transit to, the Servicer, any Sub-Servicer or the Seller relating such sale. The Indenture Trustee hereby expressly waives its right to any of the foregoing; (v) all Loan Files and Records with respect to amount fixed by law as compensation for any of the foregoing; and (vi) all proceeds of the foregoing (all such assets, collectively, the “Purchaser Assets”). Notwithstanding the foregoing, the Seller delegates to the Purchaser any remaining obligations of the Seller under any Loan, and the Purchaser assumes such obligationssale. (b) On The Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Co-Issuers in connection with any sale of Loans and the Purchased Assets related thereto pursuant to Section 5.05(a)(ii). No purchaser or before transferee at any such sale shall be bound to ascertain the Closing DateIndenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (c) If all or a portion of the Loans and the Purchased Assets related thereto are to be sold under the terms of Section 5.05(a)(ii), the Seller Indenture Trustee shall solicit bids for such Loans from Permitted Assignees (iidentified in writing by the Servicer). The Indenture Trustee shall sell such Loans and such related Purchased Assets to the bidder with the highest cash purchase offer. The proceeds of any such sale shall be applied in accordance with Section 5.05(b). In connection with any such sale of Loans and the Purchased Assets related thereto, the Indenture Trustee may contract with agents to assist in such sales, the cost of which and the other costs of such sale shall be paid from the proceeds of any such sale. (d) indicate in its records that At any sale of all or a portion of the Purchaser Loans and the Purchased Assets have been related thereto under Section 5.05(a)(ii), the Indenture Trustee or the Noteholders may bid for and purchase the property offered for sale and, upon compliance with the terms of sale, may hold, retain and dispose of such property without further accountability therefor. (e) Upon completion of any sale under Section 5.05(a)(ii), the Co-Issuers will deliver or cause to be delivered all of the property sold to the Purchaser pursuant purchaser or purchasers at such sale on the date of sale, or within a reasonable time thereafter if it shall be impractical to this Agreement make immediate delivery, but in any event full title and right of possession to such property shall pass to such purchaser or purchasers forthwith upon the completion of such sale. If so requested by so identifying the Purchaser Assets with an appropriate notation and (ii) deliver to the Purchaser Indenture Trustee or its designee the following documents (collectivelyby any purchaser, the “Loan Files”): (i) the original fully executed copy Co-Issuers shall confirm any such sale or transfer by executing and delivering to such purchaser all proper instruments of the Loan; (ii) a record or facsimile of the original credit application, if obtained, fully executed by the Obligor; (iii) the original certificate of title or file stamped copy of the UCC financing statement or conveyance and transfer and release as may be designated in any such other documents evidencing the security interest of the Purchaser in the Equipment; and (iv) any and all other material documents relating to a Loan, an Obligor or any of the Equipmentrequest.

Sale of Loans. (a) Subject to the terms and conditions hereof, the hereof each Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) all such Seller's right, title and interest of the Seller in (without duplication):in: (i) the Loans Loans, including the Loan Files, and all obligations of the Obligors thereunder, excluding amounts received thereunder prior including the right to payment of any interest accrued and to accrue from and after November 1, 2007 or finance charges and other obligations of such Obligor with respect thereto due or to become due on or after the Cut-off Date; (ii) all Related Security and any Collections and additional monies received under the Loans and Related Security, unless related to amounts due in with respect of the Loans on or prior to the Cut-off Datethereto; (iii) the Sale Agreement; (iv) all other property now or hereafter in the possession or custody of, or in transit to, the Issuer, the Servicer, any Sub-Servicer or the each Seller relating to any of the foregoing; (viv) all Loan Files and Records with respect to any of the foregoing; and (viv) all proceeds of the foregoing (all such assets, collectively, collectively the “Purchaser "CEF Assets”"). Notwithstanding the foregoing, the Seller delegates to the Purchaser any remaining obligations of the Seller under any Loan, and the Purchaser assumes such obligations.Loan Sale Agreement (b) On or before the Closing Date, the each Seller shall (i) indicate in its records computer files that the Purchaser CEF Assets have been sold to the Purchaser pursuant to this Agreement by so identifying the Purchaser such CEF Assets with an appropriate notation and (ii) deliver to the Purchaser or its designee the following documents (collectively, the “"Loan Files”"): (i) the original fully executed copy of the Loan; (ii) a record or facsimile of the original credit application, if obtained, application fully executed by the Obligor; (iii) the original certificate of title or file stamped copy of the UCC financing statement or such other documents evidencing the security interest of the Purchaser in the Equipment; and (iv) any and all other material documents relating to a Loan, an Obligor or any of the Equipment.

Sale of Loans. (a) Subject to the terms and conditions hereof, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) all right, title and interest of the Seller in (without duplication):in: (i) the Loans Loans, including the Loan Files, and all obligations of the Obligors thereunder, excluding amounts received thereunder prior including the right to payment of any interest accrued and to accrue from and after December 1, 2006 or finance charges and other obligations of such Obligor with respect thereto due or to become due on or after the Cut-off Cutoff Date; (ii) all Related Security and any Collections and additional monies received under the Loans and Related Security, unless related to amounts due in with respect of the Loans on or prior to the Cut-off Datethereto; (iii) the Loan Sale Agreement; (iv) all other property now or hereafter in the possession or custody of, or in transit to, the Servicer, any Sub-Servicer or the Seller relating to any of the foregoing; (v) all Loan Files and Records with respect to any of the foregoing; and (vi) all proceeds of the foregoing (all such assets, collectively, collectively the “"Purchaser Assets”"). Notwithstanding the foregoing, the Seller delegates to the Purchaser any remaining obligations of the Seller under any Loan, Loan Purchase and the Purchaser assumes such obligations.Sale Agreement (b) On or before the Closing Date, the Seller shall (i) indicate in its records computer files that the Purchaser Assets have been sold to the Purchaser pursuant to this Agreement by so identifying the Purchaser Assets with an appropriate notation and (ii) deliver to the Purchaser or its designee the following documents (collectively, the “"Loan Files”"): (i) the original fully executed copy of the Loan; (ii) a record or facsimile of the original credit application, if obtained, application fully executed by the Obligor; (iii) the original certificate of title or file stamped copy of the UCC financing statement or such other documents evidencing the security interest of the Purchaser in the Equipment; and (iv) any and all other material documents relating to a Loan, an Obligor or any of the Equipment.

Sale of Loans. (a) Subject to the terms and conditions hereof, the hereof each Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) all right, title and interest of the each Seller in (without duplication):in: (i) the Loans Loans, including the Loan Files, and all obligations of the Obligors thereunder, excluding amounts received thereunder prior including the right to payment of any interest accrued and to accrue from and after November 1, 2004 or finance charges and other obligations of such Obligor with respect thereto due or to become due on or after the Cut-off Cutoff Date; (ii) all Related Security and any Collections and additional monies received under the Loans and Related Security, unless related to amounts due in with respect of the Loans on or prior to the Cut-off Datethereto; (iii) the Sale Agreement; (iv) all other property now or hereafter in the possession or custody of, or in transit to, the Issuer, the Servicer, any Sub-Servicer or the each Seller relating to any of the foregoing; (viv) all Loan Files and Records with respect to any of the foregoing; and (viv) all proceeds of the foregoing (all such assets, collectively, collectively the “Purchaser "CEF Assets”"). Notwithstanding the foregoing, the Seller delegates to the Purchaser any remaining obligations of the Seller under any Loan, and the Purchaser assumes such obligations.Loan Sale Agreement (b) On or before the Closing Date, the each Seller shall (i) indicate in its records computer files that the Purchaser CEF Assets have been sold to the Purchaser pursuant to this Agreement by so identifying the Purchaser such CEF Assets with an appropriate notation and (ii) deliver to the Purchaser or its designee the following documents (collectively, the “"Loan Files”"): (i) the original fully executed copy of the Loan; (ii) a record or facsimile of the original credit application, if obtained, application fully executed by the Obligor; (iii) the original certificate of title or file stamped copy of the UCC financing statement or such other documents evidencing the security interest of the Purchaser in the Equipment; and (iv) any and all other material documents relating to a Loan, an Obligor or any of the Equipment.

Sale of Loans. (a) Subject On each Series Closing Date, pursuant to the terms execution and conditions hereofdelivery of the applicable Issue Supplement and concurrently with the delivery of the Series of Certificates issued on such Series Closing Date, the Seller does hereby Depositor shall sell, transfer, assign, set set-over and otherwise convey to the PurchaserTrustee and the Trustee shall purchase from the Depositor, without recourse (subject except as specifically set forth herein or in the Issue Supplement, all the right, title and interest of the Depositor in, to and under the Loans identified on the Schedule of Qualified Loans incorporated into such Issue Supplement. The Loans identified on the Schedule of Qualified Loans incorporated into each Issue Supplement shall be identical to the obligations hereinLoans identified on the Schedule of Qualified Loans incorporated into the PA Supplement relating to such Series. Each Issue Supplement shall specify the Servicing Fee Rate applicable to the Loans identified on the Schedule of Qualified Loans incorporated into such Issue Supplement. In connection with such sale, the Depositor assigns to the Trustee or Trustees for the benefit of the Certificateholders all (but not less than all) of the Depositor's right, title and interest in, to and under any PA Supplement, together with all of its right, title and interest in, to and under the Master Loan Purchase Agreement as it relates to such PA Supplement, as provided in Section 4.05. Such rights assigned to the Trustee include, but are not limited to, the rights of the Depositor under Section 2.01, Section 4.01 and Section 5.01 of the Master Loan Purchase Agreement. (b) In connection with such sale, transfer, assignment, setting over and conveyance described in Section 2.02(a), the Depositor will deliver to, or deposit with, the Trustee the following documents or instruments with respect to each Loan so sold, transferred, assigned, set over and otherwise conveyed: (i) the Mortgage Note, endorsed, without recourse, to the Trustee, with all necessary intervening endorsements showing a complete chain of endorsement from the originator to the Depositor, if applicable; (ii) a copy of the applicable Mortgage; (iii) an original of each amendment to the Mortgage Note and a copy of each amendment to the Mortgage in CFC’s possession; (iv) the original Loan Agreement; (v) the original Opinion of Counsel of Borrower’s counsel; and (vi) copies of any Additional Collateral Documents. The Depositor acknowledges and understands that ownership of each document in a Mortgage File is vested in the Trust. Neither the Depositor nor the Master Servicer shall take any action inconsistent with such ownership. Each of the Depositor and the Master Servicer (as the originator of the Loans) agrees to indicate on its books and records at each Series Closing Date that the Loans sold pursuant to Section 2.02(a) on such Series Closing Date have been sold to the Trustee, and to advise all inquiring parties that such Loans have been sold to the Trustee. The Trustee acknowledges receipt of those documents referred to in this Section 2.02(b) and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files in trust for the exclusive use and benefit of all present and future Certificateholders. (c) The Depositor shall execute, acknowledge and deliver all other documents furnished to the Depositor by the Trustee as may be necessary to effectuate the transfer contemplated by this Section 2.02 and the applicable Issue Supplement to the Trustee of all right, title and interest of the Seller Depositor in (without duplication): (i) and to the Loans and all obligations of the Obligors thereunder, excluding amounts received thereunder prior to or on the Cut-off Date; (ii) all Related Security and any Collections and additional monies received under the Loans and Related Security, unless related to amounts due in respect of the Loans on or prior to the Cut-off Date; (iii) the Sale Agreement; (iv) all other property now or hereafter in the possession or custody of, or in transit to, the Servicer, any Sub-Servicer or the Seller relating to any of the foregoing; (v) all Loan Files and Records with respect to any of the foregoing; and (vi) all proceeds of the foregoing (all such assets, collectively, the “Purchaser Assets”). Notwithstanding the foregoing, the Seller delegates to the Purchaser any remaining obligations of the Seller under any Loan, and the Purchaser assumes such obligationsMortgages. (bd) On or before If within 90 days of the applicable Series Closing Date, the Seller Trustee finds any document or documents constituting a part of a Mortgage File to be missing, mutilated, torn, damaged or defective on its face, the Trustee shall, as assignee of the rights of the Depositor under the Master Loan Purchase Agreement and the PA Supplements, notify the Depositor and CFC of such fact in writing. CFC shall then correct or cure the subject matter of such notice within one year from the date of such notice. If (ix) indicate CFC does not correct or cure the subject matter of such notice within such one year period and (y) such omission or defect relates to any document identified in its records that Section 2.02(b)(i), (ii), (iii), (iv) or (vi), the Purchaser Assets have been sold Trustee shall direct CFC to replace the related Defective Loan with one or more Eligible Substitute Loans in the manner and subject to the Purchaser pursuant to this Agreement by so identifying conditions set forth in Section 4.03 of the Purchaser Assets with an appropriate notation and (ii) Master Loan Purchase Agreement. Upon receipt of such Eligible Substitute Loan or Eligible Substitute Loans, the Trustee promptly shall deliver to the Purchaser Depositor the related Mortgage File, and shall also execute and deliver such instruments of transfer or its designee the following documents (collectively, the “Loan Files”): (i) the original fully executed copy of the Loan; (ii) a record or facsimile of the original credit application, if obtained, fully executed assignment prepared by the Obligor; (iii) Depositor, in each case without recourse, as may be necessary to effectuate the original certificate transfer to the Depositor of all right, title or file stamped copy of the UCC financing statement or such other documents evidencing the security and interest of the Purchaser Trustee in the Equipment; and (iv) any and all other material documents relating to a each applicable Loan, an Obligor or any of the Equipment.

Sale of Loans. (a) Subject to the terms and conditions hereof, hereof the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) all right, title and interest of the Seller in (without duplication):in: (i) the Loans Loans, including the Loan Files, and all obligations of the Obligors thereunder, excluding amounts received thereunder prior including the right to payment of any interest accrued and to accrue from and after December 1, 2006 or finance charges and other obligations of such Obligor with respect thereto due or to become due on or after the Cut-off Cutoff Date; (ii) all Related Security and any Collections and additional monies received under the Loans and Related Security, unless related to amounts due in with respect of the Loans on or prior to the Cut-off Datethereto; (iii) the Sale Agreement; (iv) all other property now or hereafter in the possession or custody of, or in transit to, the Issuer, the Servicer, any Sub-Servicer or the Seller relating to any of the foregoing; (viv) all Loan Files and Records with respect to any of the foregoing; and (viv) all proceeds of the foregoing (all such assets, collectively, collectively the “Purchaser "CEF Assets”"). Notwithstanding the foregoing, the Seller delegates to the Purchaser any remaining obligations of the Seller under any Loan, and the Purchaser assumes such obligations. (b) On or before the Closing Date, the Seller shall (i) indicate in its records computer files that the Purchaser CEF Assets have been sold to the Purchaser pursuant to this Agreement by Loan Sale Agreement so identifying the Purchaser such CEF Assets with an appropriate notation and (ii) deliver to the Purchaser or its designee the following documents (collectively, the “"Loan Files”"): (i) the original fully executed copy of the Loan; (ii) a record or facsimile of the original credit application, if obtained, application fully executed by the Obligor; (iii) the original certificate of title or file stamped copy of the UCC financing statement or such other documents evidencing the security interest of the Purchaser in the Equipment; and (iv) any and all other material documents relating to a Loan, an Obligor or any of the Equipment.

Sale of Loans. (a) Subject to the terms and conditions hereof, the hereof each Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) all right, title and interest of the each Seller in (without duplication):in: (i) the Loans Loans, including the Loan Files, and all obligations of the Obligors thereunder, excluding amounts received thereunder prior including the right to payment of any interest accrued and to accrue from and after June 1, 2005 or finance charges and other obligations of such Obligor with respect thereto due or to become due on or after the Cut-off Cutoff Date; (ii) all Related Security and any Collections and additional monies received under the Loans and Related Security, unless related to amounts due in with respect of the Loans on or prior to the Cut-off Datethereto; (iii) the Sale Agreement; (iv) all other property now or hereafter in the possession or custody of, or in transit to, the Issuer, the Servicer, any Sub-Servicer or the each Seller relating to any of the foregoing; (viv) all Loan Files and Records with respect to any of the foregoing; and (viv) all proceeds of the foregoing (all such assets, collectively, collectively the “Purchaser CEF Assets”). Notwithstanding the foregoing, the Seller delegates to the Purchaser any remaining obligations of the Seller under any Loan, and the Purchaser assumes such obligations. (b) On or before the Closing Date, the each Seller shall (i) indicate in its records computer files that the Purchaser CEF Assets have been sold to the Purchaser pursuant to this Agreement by so identifying the Purchaser such CEF Assets with an appropriate notation and (ii) deliver to the Purchaser or its designee the following documents (collectively, the “Loan Files”): (i) the original fully executed copy of the Loan; (ii) a record or facsimile of the original credit application, if obtained, application fully executed by the Obligor; (iii) the original certificate of title or file stamped copy of the UCC financing statement or such other documents evidencing the security interest of the Purchaser in the Equipment; and (iv) any and all other material documents relating to a Loan, an Obligor or any of the Equipment.

Sale of Loans. (a) Subject to the terms and conditions hereof, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) all right, title and interest of the Seller in (without duplication):in: (i) the Loans Loans, including the Loan Files, and all obligations of the Obligors thereunder, excluding amounts received thereunder prior including the right to payment of any interest accrued and to accrue from and after November 1, 2007 or finance charges and other obligations of such Obligor with respect thereto due or to become due on or after the Cut-off Cutoff Date; (ii) all Related Security and any Collections and additional monies received under the Loans and Related Security, unless related to amounts due in with respect of the Loans on or prior to the Cut-off Datethereto; (iii) the Loan Sale Agreement; (iv) all other property now or hereafter in the possession or custody of, or in transit to, the Servicer, any Sub-Servicer or the Seller relating to any of the foregoing; (v) all Loan Files and Records with respect to any of the foregoing; and (vi) all proceeds of the foregoing (all such assets, collectively, collectively the “"Purchaser Assets”"). Notwithstanding the foregoing, the Seller delegates to the Purchaser any remaining obligations of the Seller under any Loan, Loan Purchase and the Purchaser assumes such obligations.Sale Agreement (b) On or before the Closing Date, the Seller shall (i) indicate in its records computer files that the Purchaser Assets have been sold to the Purchaser pursuant to this Agreement by so identifying the Purchaser Assets with an appropriate notation and (ii) deliver to the Purchaser or its designee the following documents (collectively, the “"Loan Files”"): (i) the original fully executed copy of the Loan; (ii) a record or facsimile of the original credit application, if obtained, application fully executed by the Obligor; (iii) the original certificate of title or file stamped copy of the UCC financing statement or such other documents evidencing the security interest of the Purchaser in the Equipment; and (iv) any and all other material documents relating to a Loan, an Obligor or any of the Equipment.

Sale of Loans. (a) Subject to the terms and conditions hereof, hereof the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) all right, title and interest of the Seller in (without duplication):in: (i) the Loans Loans, including the Loan Files, and all obligations of the Obligors thereunder, excluding amounts received thereunder prior including all obligations of such Obligor with respect thereto due or to become due on or on after the Cut-off Cutoff Date; (ii) all Related Security and any Collections and additional monies received under the Loans and Related Security, unless related to amounts due in with respect of the Loans on or prior to the Cut-off Datethereto; (iii) the Sale Agreement; (iv) all other property now or hereafter in the possession or custody of, or in transit to, the Issuer, the Servicer, any Sub-Servicer or the Seller relating to any of the foregoing; (viv) all Loan Files and Records with respect to any of the foregoing; and (viv) all proceeds Proceeds of the foregoing (all such assets, collectively, collectively the “Purchaser "CEF Assets”"). Notwithstanding the foregoing, the Seller delegates to the Purchaser any remaining obligations of the Seller under any Loan, and the Purchaser assumes such obligations. (b) On or before the Closing Date, the Seller shall (i) indicate in its records computer files that the Purchaser CEF Assets have been sold to the Purchaser pursuant to this Agreement by so identifying the Purchaser CEF Assets with an appropriate notation and (ii) deliver to the Purchaser or its designee and the following documents (collectively, the “"Loan Files”):"): Loan Sale Agreement (i) the original fully executed copy of the Loan; (ii) a record or facsimile of the original credit application, if obtained, application fully executed by the Obligor; (iii) the original certificate of title or file stamped copy of the UCC financing statement or such other documents evidencing the security interest of the Purchaser in the Equipment; and (iv) any and all other material documents relating to a Loan, an Obligor or any of the Equipment.

Sale of Loans. (a) Subject to the terms and conditions hereof, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) all right, title and interest of the Seller in (without duplication):in: (i) the Loans Loans, including the Loan Files, and all obligations of the Obligors thereunder, excluding amounts received thereunder prior including the right to payment of any interest accrued and to accrue from and after June 1, 2005 or finance charges and other obligations of such Obligor with respect thereto due or to become due on or after the Cut-off Cutoff Date; (ii) all Related Security and any Collections and additional monies received under the Loans and Related Security, unless related to amounts due in with respect of the Loans on or prior to the Cut-off Datethereto; (iii) the Loan Sale Agreement; (iv) all other property now or hereafter in the possession or custody of, or in transit to, the Servicer, any Sub-Servicer or the Seller relating to any of the foregoing; (v) all Loan Files and Records with respect to any of the foregoing; and (vi) all proceeds of the foregoing (all such assets, collectively, collectively the “Purchaser Assets”). Notwithstanding the foregoing, the Seller delegates to the Purchaser any remaining obligations of the Seller under any Loan, and the Purchaser assumes such obligations. (b) On or before the Closing Date, the Seller shall (i) indicate in its records computer files that the Purchaser Assets have been sold to the Purchaser pursuant to this Agreement by so identifying the Purchaser Assets with an appropriate notation and (ii) deliver to the Purchaser or its designee the following documents (collectively, the “Loan Files”): (i) the original fully executed copy of the Loan; (ii) a record or facsimile of the original credit application, if obtained, application fully executed by the Obligor; (iii) the original certificate of title or file stamped copy of the UCC financing statement or such other documents evidencing the security interest of the Purchaser in the Equipment; and (iv) any and all other material documents relating to a Loan, an Obligor or any of the Equipment.

Sale of Loans. (a) Subject to the terms and conditions hereof, hereof the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) all right, title and interest of the Seller in (without duplication):in: (i) the Loans Loans, including the Loan Files, and all obligations of the Obligors thereunder, excluding amounts received thereunder prior including the right to payment of any interest or finance charges and other obligations of such Obligor with respect thereto due or to become due on or after the Cut-off Cutoff Date; (ii) all Related Security and any Collections and additional monies received under the Loans and Related Security, unless related to amounts due in with respect of the Loans on or prior to the Cut-off Datethereto; (iii) the Sale Agreement; (iv) the rights of the Seller to receive capital contributions with respect to the CEF Variable Funding Certificate; (v) all other property now or hereafter in the possession or custody of, or in transit to, the Servicer, any Sub-Servicer or the Seller relating to any of the foregoing; (vvi) all Loan Files and Records with respect to any of the foregoing; andand Loan Purchase and Sale Agreement (vivii) all proceeds Proceeds of the foregoing (all such assets, collectively, collectively the “"Purchaser Assets”"). Notwithstanding the foregoing, the Seller delegates to the Purchaser any remaining obligations of the Seller under any Loan, and the Purchaser assumes such obligations. (b) On or before the Closing Date, the Seller shall (i) indicate in its records computer files that the Purchaser Assets have been sold to the Purchaser pursuant to this Agreement by so identifying the Purchaser Assets with an appropriate notation and (ii) deliver to the Purchaser or its designee the following documents (collectively, the “"Loan Files”"): (i) the original fully executed copy of the Loan; (ii) a record or facsimile of the original credit application, if obtained, application fully executed by the Obligor; (iii) the original certificate of title or file stamped copy of the UCC financing statement or such other documents evidencing the security interest of the Purchaser in the Equipment; and (iv) any and all other material documents relating to a Loan, an Obligor or any of the Equipment.