Common use of Transfer of Loan Assets Clause in Contracts

Transfer of Loan Assets. (a) The Originator shall sell, assign and convey assets to the Trust Depositor pursuant to the terms and provisions hereof. (i) the Initial Loans, all payments paid in respect thereof and all monies due, to become due or paid in respect thereof accruing on and after the Initial Cutoff Date and all Liquidation Proceeds and recoveries thereon, in each case as they arise after the Initial Cutoff Date, but not including the Retained Interest or Interest Collections received prior to December 1, 2001; (ii) all security interests and liens and Collateral subject thereto from time to time purporting to secure payment by Obligors under such Loans; (iii) all guaranties, indemnities and warranties, and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (iv) all collections and records (including computer records) with respect to the foregoing; (v) all documents relating to the Loan Files; and (vi) all income, payments, proceeds and other benefits of any and all of the foregoing. To the extent the purchase price paid to the Originator for any Loan is less than the fair market value of such Loan, the difference between such fair market value and the purchase price shall be deemed to be a capital contribution made by the Originator to the Trust Depositor on the relevant Transfer Date. (c) The Originator and the Trust Depositor acknowledge that the representations and warranties of the Originator in Sections 3.01, 3.02, 3.03, ------------- ---- ---- 3.04 and 3.05 will run to and be for the benefit of the Trust and the Trustees ---- ---- and the Trust and the Trustees may enforce, directly without joinder of the Trust Depositor, the repurchase obligations of the Originator with respect to breaches of such representations and warranties as set forth herein and in Section 6.01. ------------- (d) The sale, transfer, assignment, set-over and conveyance of the Loan Assets by the Originator to the Trust Depositor pursuant to this Agreement does not constitute and is not intended to result in a creation or an assumption by the Trust Depositor or the Trust of any obligation of the Originator in connection with the Loan Assets, or any agreement or instrument relating thereto, including, without limitation, (i) any obligation to any Obligor, if any, not financed by the Originator, (ii) any taxes, fees, or other charges imposed by any Governmental Authority or (iii) any insurance premiums that remain owing with respect to any Loan at the time such Loan is sold hereunder. (e) The Originator and the Trust Depositor intend and agree that (i) the transfer of the Loan Assets to the Trust Depositor and the transfer of the Loan Assets to the Trust are intended to be a sale, conveyance and transfer of ownership of the Loan Assets, as the case may be, rather than the mere granting of a security interest to secure a borrowing and (ii) such Loan Assets shall not be part of the Originator's or the Trust Depositor's estate in the event of a filing of a bankruptcy petition or other action by or against such Person under any Insolvency Law. In the event, however, that notwithstanding such intent and agreement, such transfers are deemed to be of a mere security interest to secure indebtedness, the Originator shall be deemed to have granted the Trust Depositor and the Trust Depositor shall be deemed to have granted the Trust, as the case may be, a perfected first priority security interest in such Loan Assets respectively and this Agreement shall constitute a security agreement under Requirements of Law, securing the repayment of the purchase price paid hereunder and the obligations and/or interests represented by the Securities, in the order and priorities, and subject to the other terms and conditions of, this Agreement, the Sale and Servicing Agreement, the Indenture and the Trust Agreement, together with such other obligations or interests as may arise hereunder and thereunder in favor of the parties hereto and thereto. (f) If any such transfer of the Loan Assets is deemed to be the mere granting of a security interest to secure a borrowing, the Trust Depositor may, to secure the Trust Depositor's own borrowing under the Sale and Servicing Agreement (to the extent that the transfer of the Loan Assets thereunder is deemed to be a mere granting of a security interest to secure a borrowing), repledge and reassign (i) all or a portion of the Loan Assets pledged to the Trust Depositor by the Originator and with respect to which the Trust Depositor has not released its security interest at the time of such pledge and assignment, and (ii) all proceeds thereof. Such repledge and reassignment may be made by the Trust Depositor with or without a repledge and reassignment by the Trust Depositor of its rights under any agreement with the Originator, and without further notice to or acknowledgment from the Originator. The Originator waives, to the extent permitted by applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Trust Depositor or any assignee of the Trust Depositor relating to such action by the Trust Depositor in connection with the transactions contemplated by this Agreement and the Transaction Documents.

Transfer of Loan Assets. (a) The Originator shall sell, assign and convey assets to the Trust Depositor pursuant to the terms and provisions hereof. (b) Subject to and upon the terms and conditions set forth herein, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, for a purchase price of $850,000,000 in cash, all of the right, title and interest of the Originator in and to the following (the items in clauses (i) - (vi) below, but in each case excluding the Retained Interest and Excluded Amounts, being collectively referred to herein as the “Loan Assets”): (i) the Initial Loans, all payments paid in respect thereof Loans and all Collections and other monies due, due or to become due or paid in respect thereof accruing payment of such Loans on and after the Initial Cutoff Date Cut-Off Date, including any Prepayment Amounts, any Prepayment Premiums, any Late Charges, any payments in respect of a casualty or early termination, any Insurance Proceeds and all any Liquidation Proceeds and recoveries thereon, in each case as they arise after received with respect to the Initial Cutoff Date, but not including the Retained Interest or Interest Collections received prior to December 1, 2001foregoing; (ii) all the Collateral related to such Loans (to the extent the Originator, other than solely in its capacity as collateral agent under any loan agreement with an Obligor, has been granted a Lien thereon), including the related security interests and liens and Collateral subject thereto from time to time purporting to secure payment interest granted by Obligors the Obligor under such Loans, all proceeds from any sale or other disposition of such Collateral, and all Insurance Policies; (iii) the Loan Files and all guarantiesdocuments and records (including computer records) relating thereto; (iv) all guarantees, indemnities and warrantiesindemnities, warranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (ivv) the Trust Accounts and all collections and records Trust Account Property (including computer records) with respect to the foregoing; (v) all documents relating to extent of the Loan FilesOriginator’s interest if any therein); and (vi) all income, payments, products, proceeds and other benefits of any and all of the foregoing. To the extent the purchase price paid to the Originator for any Loan is less than the fair market value of such Loan, the difference between such fair market value and the purchase price shall be deemed to be a capital contribution made by the Originator to the Trust Depositor on the relevant Transfer Dateapplicable purchase date. (c) The Originator and the Trust Depositor acknowledge that the representations and warranties of the Originator in Sections Section 3.01, 3.02, 3.03, ------------- ---- ---- 3.04 and 3.05 will run to and be for the benefit of the Trust Issuer, the Trustees and the Trustees ---- ---- Swap Counterparties, and the Trust Issuer and the Trustees may enforce, directly without joinder of the Trust Depositor, the repurchase obligations of the Originator with respect to breaches of such representations and warranties as set forth herein and in Section 6.01. -------------. (d) The sale, transfer, assignment, set-over and conveyance of the Loan Assets by the Originator to the Trust Depositor pursuant to this Agreement does not constitute and is not intended to result in a creation or an assumption by the Trust Depositor or the Trust Issuer of any obligation of the Originator in connection with the Loan Assets, or any agreement or instrument relating thereto, including, without limitation, (i) any obligation to any Obligor, if any, not financed by the Originator, (ii) any taxes, fees, or other charges imposed by any Governmental Authority or and (iii) any insurance premiums that remain owing with respect to any Loan at the time such Loan is sold hereunder. Without limiting the foregoing, the Trust Depositor does not assume any obligation to purchase any additional notes or loans under agreements governing the Loan Assets. (e) The Originator and the Trust Depositor intend and agree that (i) the transfer of the Loan Assets from the Originator to the Trust Depositor and the transfer of the Loan Assets from the Trust Depositor to the Trust Issuer are intended to be a sale, conveyance and transfer of ownership of the Loan Assets, as the case may be, Assets rather than the mere granting of a security interest to secure a borrowing and (ii) such Loan Assets shall not be part of the Originator's ’s or the Trust Depositor's ’s estate in the event of a filing of a bankruptcy petition or other action by or against such Person under any Insolvency Law. In the event, however, that notwithstanding such intent and agreement, such transfers are deemed to be a grant of a mere security interest to secure indebtedness, the Originator shall be deemed to have granted (and hereby does grant) to the Trust Depositor and the Trust Depositor shall be deemed to have granted the Trust, as the case may be, a perfected first priority security interest in such Loan Assets respectively Assets, and this Agreement shall constitute a security agreement under Requirements of Law, securing the repayment of the purchase price paid hereunder hereunder, and the obligations and/or interests represented by the SecuritiesSecurities and the obligations of the Issuer under the Swap Transactions and the Swaps, in the order and priorities, and subject to the other terms and conditions of, this Agreement, the Sale Transfer and Servicing Agreement, the Indenture Indenture, the Trust Agreement and the Trust AgreementSwaps, together with such other obligations or interests as may arise hereunder and thereunder in favor of the parties hereto and thereto. (f) If any such transfer of the Loan Assets is deemed to be the mere granting of a security interest to secure a borrowing, the Trust Depositor may, to secure the Trust Depositor's own borrowing ’s obligations under the Sale Transfer and Servicing Agreement (to the extent that the transfer of the Loan Assets thereunder is deemed to be a mere granting of a security interest to secure a borrowing), ) repledge and reassign (i) all or a portion of the Loan Assets pledged to the Trust Depositor by the Originator and with respect to which the Trust Depositor has not released its security interest at the time of such pledge and assignment, and (ii) all proceeds thereof. Such repledge and reassignment may be made by the Trust Depositor with or without a repledge and reassignment by the Trust Depositor of its rights under any agreement with the Originator, and without further notice to or acknowledgment from the Originator. The Originator waives, to the extent permitted by applicable lawRequirements of Law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Trust Depositor or any assignee of the Trust Depositor relating to such action by the Trust Depositor in connection with the transactions contemplated by this Agreement and the Transaction Documents.

Transfer of Loan Assets. (a) The Originator shall sell, assign and convey assets to the Trust Depositor pursuant to the terms and provisions hereof. (b) Subject to and upon the terms and conditions set forth herein, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, for a purchase price of $84,174,044.88 in cash, all the right, title and interest of the Originator in and to (items (i) - (vi) below, being collectively referred to herein as the "Loan Assets"): (i) the Initial Loans, all payments paid in respect thereof and all monies due, to become due or paid received in respect thereof accruing payment of such Loans on and after the Initial Cutoff Date and all Liquidation Proceeds and recoveries thereon, in each case as they arise after the Initial Cutoff Date, any Prepayment Amounts, any Prepayment Premiums, any payments in respect of a casualty or early termination, and any Recoveries received with respect thereto, but not including the Retained Interest or Interest Collections received prior to December 1, 2001excluding any Excluded Amounts; (ii) all the Collateral related to such Loans (to the extent the Originator, other than solely in its capacity as collateral agent under any loan agreement with an Obligor, has been granted a lien thereon), including the related security interests and liens and Collateral subject thereto from time to time purporting to secure payment interest granted by Obligors the Obligor under such LoansLoans and all proceeds from any sale or other disposition of such Collateral (but subject to the exclusion and release herein of Excluded Amounts); (iii) all guaranties, indemnities and warranties, and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loansthe Loan Files; (iv) all collections and records (including computer records) with respect to payments under the foregoingSwap Agreements received from the Swap Counterparties; (v) all documents relating payments made or to be made in the Loan Files; andfuture with respect to such Loans or the Obligor thereunder under any guarantee or similar credit enhancement with respect to such Loans; (vi) all income, payments, Insurance Proceeds with respect to each such Loan; and (vii) all income from and proceeds and other benefits of any and all of the foregoing. To the extent the purchase price paid In addition to the Originator for any Loan is less than the fair market value of such LoanAssets, the difference between such fair market value Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the purchase price shall be deemed Trust Depositor the remittances, deposits and payments to be a capital contribution made by the Originator pursuant to the Transfer and Servicing Agreement into the Trust Depositor on Accounts from time to time, amounts in the relevant Transfer DateTrust Accounts from time to time (and any investments of such amounts) and all proceeds and products of the foregoing, which together with the Loan Assets will constitute the corpus of the Trust and are referred to as the "Trust Assets". (c) The Originator and the Trust Depositor acknowledge that the representations and warranties of the Originator in Sections Section 3.01, 3.02, 3.03, ------------- ---- ---- 3.04 and 3.05 will run to and be for the benefit of the Trust and the Trustees ---- ---- and the Trust and the Trustees may enforce, enforce directly without joinder of the Trust Depositor, the repurchase obligations of the Originator (as set forth under Article VI of this Agreement) with respect to breaches of such representations and warranties as set forth herein and in Section 6.01. -------------. (d) The sale, transfer, assignment, set-over and conveyance of the Loan Trust Assets by the Originator to the Trust Depositor pursuant to this Agreement does not constitute and is not intended to result in a creation or an assumption by the Trust Depositor or the Trust of any obligation of the Originator in connection with the Loan Assets, or any agreement or instrument relating thereto, including, without limitation, (i) any obligation to any Obligor, if any, not financed by the Originator, or (ii1) any taxes, fees, or other charges imposed by any Governmental Authority or and (iii2) any insurance premiums that remain owing with respect to any Loan at the time such Loan is sold hereunder. Without limiting the foregoing, the Trust Depositor does not assume any obligation to purchase any additional notes or loans under agreements governing the Loan Assets. (e) The Originator and the Trust Depositor intend and agree that (i) the transfer of the Loan Assets and Trust Assets from the Originator to the Trust Depositor and the transfer of the Loan Assets and the Trust Assets from the Trust Depositor to the Trust are intended to be a sale, conveyance and transfer of ownership of the Loan Assets and Trust Assets, as the case may be, rather than the mere granting of a security interest to secure a borrowing and (ii) such Loan Assets and Trust Assets shall not be part of the Originator's or the Trust Depositor's estate in the event of a filing of a bankruptcy petition or other action by or against such Person under any Insolvency Law. In the event, however, that notwithstanding such intent and agreement, such transfers are deemed to be of a mere security interest to secure indebtedness, the Originator shall be deemed to have granted the Trust Depositor and the Trust Depositor shall be deemed to have granted the Trust, as the case may be, a perfected first priority security interest in such Loan Assets or Trust Assets respectively and this Agreement shall constitute a security agreement under Requirements of Lawapplicable law, securing the repayment of the purchase price paid hereunder and the obligations and/or interests represented by the Securities, in the order and priorities, and subject to the other terms and conditions of, this Agreement, the Sale Transfer and Servicing Agreement, the Indenture and the Trust Agreement, together with such other obligations or interests as may arise hereunder and thereunder in favor of the parties hereto and thereto. (f) . If any such transfer of the Loan Assets is deemed to be the mere granting of a security interest to secure a borrowing, the Trust Depositor may, to secure the Trust Depositor's own borrowing under the Sale and Servicing this Agreement (to the extent that the transfer of the Loan Assets thereunder is deemed to be a mere granting of a security interest to secure a borrowing), ) repledge and reassign (i1) all or a portion of the Loan Assets pledged to the Trust Depositor by the Originator and with respect to which the Trust Depositor has not released its security interest at the time of such pledge and assignment, and (ii2) all proceeds thereof. Such repledge and reassignment may be made by the Trust Depositor with or without a repledge and reassignment by the Trust Depositor of its rights under any agreement with the Originator, and without further notice to or acknowledgment acknowledgement from the Originator. The Originator waives, to the extent permitted by applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Trust Depositor or any assignee of the Trust Depositor relating to such action by the Trust Depositor in connection with the transactions contemplated by this Agreement and the Transaction DocumentsAgreement.

Transfer of Loan Assets. (a) The Originator shall sell, assign and convey assets to the Trust Depositor pursuant to the terms and provisions hereof. (b) Subject to and upon the terms and conditions set forth herein, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, for a purchase price of $128,750,250 in cash, all of the right, title and interest of the Originator in and to the following (the items in (i) – (vi) below, but in each case excluding the Retained Interest and Excluded Amounts, being collectively referred to herein as the “Loan Assets”): (i) the Initial Loans, all payments paid in respect thereof Loans and all Collections and other monies due, due or to become due or paid in respect thereof accruing payment of such Loans on and after the Initial Cutoff Date Cut–Off Date, including any Prepayment amounts, any Prepayment Premiums, any Late Charges, any payments in respect of a casualty or early termination, any Insurance Proceeds and all any Liquidation Proceeds and recoveries thereon, in each case as they arise after received with respect to the Initial Cutoff Date, but not including the Retained Interest or Interest Collections received prior to December 1, 2001foregoing; (ii) all the Collateral related to such Loans (to the extent the Originator, other than solely in its capacity as collateral agent under any loan agreement with an Obligor, has been granted a Lien thereon), including the related security interests and liens and Collateral subject thereto from time to time purporting to secure payment interest granted by Obligors the Obligor under such Loans, all proceeds from any sale or other disposition of such Collateral, and all Insurance Policies; (iii) the Loan Files and all guarantiesdocuments and records (including computer records) relating thereto; (iv) all guarantees, indemnities and warrantiesindemnities, warranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (ivv) the Trust Accounts and all collections and records Trust Account Property (including computer records) with respect to the foregoing; (v) all documents relating to extent of the Loan FilesOriginator’s interest if any therein); and (vi) all income, payments, products, proceeds and other benefits of any and all of the foregoing. To the extent the purchase price paid to the Originator for any Loan is less than the fair market value of such Loan, the difference between such fair market value and the purchase price shall be deemed to be a capital contribution made by the Originator to the Trust Depositor on the relevant Transfer Dateapplicable purchase date. (c) The Originator and the Trust Depositor acknowledge that the representations and warranties of the Originator in Sections Section 3.01, 3.02, 3.03, ------------- ---- ---- 3.04 and 3.05 will run to and be for the benefit of the Trust Issuer, the Trustees and the Trustees ---- ---- Swap Counterparties, and the Trust Issuer and the Trustees may enforce, directly without joinder of the Trust Depositor, the repurchase obligations of the Originator with respect to breaches of such representations and warranties as set forth herein and in Section 6.01. -------------. (d) The sale, transfer, assignment, set-–over and conveyance of the Loan Assets by the Originator to the Trust Depositor pursuant to this Agreement does not constitute and is not intended to result in a creation or an assumption by the Trust Depositor or the Trust Issuer of any obligation of the Originator in connection with the Loan Assets, or any agreement or instrument relating thereto, including, without limitation, (i) any obligation to any Obligor, if any, not financed by the Originator, (ii) any taxes, fees, or other charges imposed by any Governmental Authority or and (iii) any insurance premiums that remain owing with respect to any Loan at the time such Loan is sold hereunder. Without limiting the foregoing, the Trust Depositor does not assume any obligation to purchase any additional notes or loans under agreements governing the Loan Assets. (e) The Originator and the Trust Depositor intend and agree that (i) the transfer of the Loan Assets from the Originator to the Trust Depositor and the transfer of the Loan Assets from the Trust Depositor to the Trust Issuer are intended to be a sale, conveyance and transfer of ownership of the Loan Assets, as the case may be, Assets rather than the mere granting of a security interest to secure a borrowing and (ii) such Loan Assets shall not be part of the Originator's ’s or the Trust Depositor's ’s estate in the event of a filing of a bankruptcy petition or other action by or against such Person under any Insolvency Law. In the event, however, that notwithstanding such intent and agreement, such transfers are deemed to be a grant of a mere security interest to secure indebtedness, the Originator shall be deemed to have granted (and hereby does grant) to the Trust Depositor and the Trust Depositor shall be deemed to have granted the Trust, as the case may be, a perfected first priority security interest in such Loan Assets respectively Assets, and this Agreement shall constitute a security agreement under Requirements of Law, securing the repayment of the purchase price paid hereunder hereunder, and the obligations and/or interests represented by the SecuritiesSecurities and the obligations of the Issuer under the Swap Transactions and the Swaps, in the order and priorities, and subject to the other terms and conditions of, this Agreement, the Sale Transfer and Servicing Agreement, the Indenture Indenture, the Trust Agreement and the Trust AgreementSwaps, together with such other obligations or interests as may arise hereunder and thereunder in favor of the parties hereto and thereto. (f) If any such transfer of the Loan Assets is deemed to be the mere granting of a security interest to secure a borrowing, the Trust Depositor may, to secure the Trust Depositor's own borrowing ’s obligations under the Sale Transfer and Servicing Agreement (to the extent that the transfer of the Loan Assets thereunder is deemed to be a mere granting of a security interest to secure a borrowing), ) repledge and reassign (i) all or a portion of the Loan Assets pledged to the Trust Depositor by the Originator and with respect to which the Trust Depositor has not released its security interest at the time of such pledge and assignment, and (ii) all proceeds thereof. Such repledge and reassignment may be made by the Trust Depositor with or without a repledge and reassignment by the Trust Depositor of its rights under any agreement with the Originator, and without further notice to or acknowledgment from the Originator. The Originator waives, to the extent permitted by applicable lawRequirements of Law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Trust Depositor or any assignee of the Trust Depositor relating to such action by the Trust Depositor in connection with the transactions contemplated by this Agreement and the Transaction Documents.

Transfer of Loan Assets. (a) The Originator shall sell, assign and convey assets to the Trust Depositor pursuant to the terms and provisions hereof. (b) Subject to and upon the terms and conditions set forth herein, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, for a purchase price of $311,331,575.55 in cash, all of the right, title and interest of the Originator in and to the following (the items in (i) – (vi) below, but in each case excluding the Retained Interest and Excluded Amounts, being collectively referred to herein as the “Loan Assets”): (i) the Initial Loans, all payments paid in respect thereof Loans and all Collections and other monies due, due or to become due or paid in respect thereof accruing payment of such Loans on and after the Initial Cutoff Date Cut–Off Date, including any Prepayment amounts, any Prepayment Premiums, any Late Charges, any payments in respect of a casualty or early termination, any Insurance Proceeds and all any Liquidation Proceeds and recoveries thereon, in each case as they arise after received with respect to the Initial Cutoff Date, but not including the Retained Interest or Interest Collections received prior to December 1, 2001foregoing; (ii) all the Collateral related to such Loans (to the extent the Originator, other than solely in its capacity as collateral agent under any loan agreement with an Obligor, has been granted a Lien thereon), including the related security interests and liens and Collateral subject thereto from time to time purporting to secure payment interest granted by Obligors the Obligor under such Loans, all proceeds from any sale or other disposition of such Collateral, and all Insurance Policies; (iii) the Loan Files and all guarantiesdocuments and records (including computer records) relating thereto; (iv) all guarantees, indemnities and warrantiesindemnities, warranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (ivv) the Trust Accounts and all collections and records Trust Account Property (including computer records) with respect to the foregoing; (v) all documents relating to extent of the Loan FilesOriginator’s interest if any therein); and (vi) all income, payments, products, proceeds and other benefits of any and all of the foregoing. To the extent the purchase price paid to the Originator for any Loan is less than the fair market value of such Loan, the difference between such fair market value and the purchase price shall be deemed to be a capital contribution made by the Originator to the Trust Depositor on the relevant Transfer Dateapplicable purchase date. (c) The Originator and the Trust Depositor acknowledge that the representations and warranties of the Originator in Sections Section 3.01, 3.02, 3.03, ------------- ---- ---- 3.04 and 3.05 will run to and be for the benefit of the Trust Issuer, the Trustees and the Trustees ---- ---- Swap Counterparties, and the Trust Issuer and the Trustees may enforce, directly without joinder of the Trust Depositor, the repurchase obligations of the Originator with respect to breaches of such representations and warranties as set forth herein and in Section 6.01. -------------. (d) The sale, transfer, assignment, set-–over and conveyance of the Loan Assets by the Originator to the Trust Depositor pursuant to this Agreement does not constitute and is not intended to result in a creation or an assumption by the Trust Depositor or the Trust Issuer of any obligation of the Originator in connection with the Loan Assets, or any agreement or instrument relating thereto, including, without limitation, (i) any obligation to any Obligor, if any, not financed by the Originator, (ii) any taxes, fees, or other charges imposed by any Governmental Authority or and (iii) any insurance premiums that remain owing with respect to any Loan at the time such Loan is sold hereunder. Without limiting the foregoing, the Trust Depositor does not assume any obligation to purchase any additional notes or loans under agreements governing the Loan Assets. (e) The Originator and the Trust Depositor intend and agree that (i) the transfer of the Loan Assets from the Originator to the Trust Depositor and the transfer of the Loan Assets from the Trust Depositor to the Trust Issuer are intended to be a sale, conveyance and transfer of ownership of the Loan Assets, as the case may be, Assets rather than the mere granting of a security interest to secure a borrowing and (ii) such Loan Assets shall not be part of the Originator's ’s or the Trust Depositor's ’s estate in the event of a filing of a bankruptcy petition or other action by or against such Person under any Insolvency Law. In the event, however, that notwithstanding such intent and agreement, such transfers are deemed to be a grant of a mere security interest to secure indebtedness, the Originator shall be deemed to have granted (and hereby does grant) to the Trust Depositor and the Trust Depositor shall be deemed to have granted the Trust, as the case may be, a perfected first priority security interest in such Loan Assets respectively Assets, and this Agreement shall constitute a security agreement under Requirements of Law, securing the repayment of the purchase price paid hereunder hereunder, and the obligations and/or interests represented by the SecuritiesSecurities and the obligations of the Issuer under the Swap Transactions and the Swaps, in the order and priorities, and subject to the other terms and conditions of, this Agreement, the Sale Transfer and Servicing Agreement, the Indenture Indenture, the Trust Agreement and the Trust AgreementSwaps, together with such other obligations or interests as may arise hereunder and thereunder in favor of the parties hereto and thereto. (f) If any such transfer of the Loan Assets is deemed to be the mere granting of a security interest to secure a borrowing, the Trust Depositor may, to secure the Trust Depositor's own borrowing ’s obligations under the Sale Transfer and Servicing Agreement (to the extent that the transfer of the Loan Assets thereunder is deemed to be a mere granting of a security interest to secure a borrowing), ) repledge and reassign (i) all or a portion of the Loan Assets pledged to the Trust Depositor by the Originator and with respect to which the Trust Depositor has not released its security interest at the time of such pledge and assignment, and (ii) all proceeds thereof. Such repledge and reassignment may be made by the Trust Depositor with or without a repledge and reassignment by the Trust Depositor of its rights under any agreement with the Originator, and without further notice to or acknowledgment from the Originator. The Originator waives, to the extent permitted by applicable lawRequirements of Law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Trust Depositor or any assignee of the Trust Depositor relating to such action by the Trust Depositor in connection with the transactions contemplated by this Agreement and the Transaction Documents.

Transfer of Loan Assets. (a) The Originator shall sell, assign and convey assets to the Trust Depositor pursuant to the terms and provisions hereof. (b) Subject to and upon the terms and conditions set forth herein, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, for a purchase price of $145,333,029.32 in cash, all of the right, title and interest of the Originator in and to the following (the items in (i) – (vii) below, but in each case excluding the Retained Interest and Excluded Amounts, being collectively referred to herein as the “Loan Assets”): (i) the Initial Loans, all payments paid in respect thereof Loans and all Collections and other monies due, due or to become due or paid in respect thereof accruing payment of such Loans on and after the Initial Cutoff Date Cut–Off Date, including any Prepayment amounts, any Prepayment Premiums, any Late Charges, any payments in respect of a casualty or early termination, any Insurance Proceeds and all any Liquidation Proceeds and recoveries thereon, in each case as they arise after received with respect to the Initial Cutoff Date, but not including the Retained Interest or Interest Collections received prior to December 1, 2001foregoing; (ii) all the Collateral related to such Loans (to the extent the Originator, other than solely in its capacity as collateral agent under any loan agreement with an Obligor, has been granted a Lien thereon), including the related security interests and liens and Collateral subject thereto from time to time purporting to secure payment interest granted by Obligors the Obligor under such Loans, all proceeds from any sale or other disposition of such Collateral, and all Insurance Policies; (iii) the Loan Files and all guarantiesdocuments and records (including computer records) relating thereto; (iv) all guarantees, indemnities and warrantiesindemnities, warranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (ivv) the Trust Accounts and all collections and records Trust Account Property (including computer records) with respect to the foregoing; (v) all documents relating to extent of the Loan FilesOriginator’s interest if any therein); and (vi) all income, payments, products, proceeds and other benefits of any and all of the foregoing. To the extent the purchase price paid to the Originator for any Loan is less than the fair market value of such Loan, the difference between such fair market value and the purchase price shall be deemed to be a capital contribution made by the Originator to the Trust Depositor on the relevant Transfer Dateapplicable purchase date. (c) The Originator and the Trust Depositor acknowledge that the representations and warranties of the Originator in Sections Section 3.01, 3.02, 3.03, ------------- ---- ---- 3.04 and 3.05 will run to and be for the benefit of the Trust Issuer, the Trustees and the Trustees ---- ---- Swap Counterparties, and the Trust Issuer and the Trustees may enforce, directly without joinder of the Trust Depositor, the repurchase obligations of the Originator with respect to breaches of such representations and warranties as set forth herein and in Section 6.01. -------------. (d) The sale, transfer, assignment, set-–over and conveyance of the Loan Assets by the Originator to the Trust Depositor pursuant to this Agreement does not constitute and is not intended to result in a creation or an assumption by the Trust Depositor or the Trust Issuer of any obligation of the Originator in connection with the Loan Assets, or any agreement or instrument relating thereto, including, without limitation, (i) any obligation to any Obligor, if any, not financed by the Originator, (ii) any taxes, fees, or other charges imposed by any Governmental Authority or and (iii) any insurance premiums that remain owing with respect to any Loan at the time such Loan is sold hereunder. Without limiting the foregoing, the Trust Depositor does not assume any obligation to purchase any additional notes or loans under agreements governing the Loan Assets. (e) The Originator and the Trust Depositor intend and agree that (i) the transfer of the Loan Assets from the Originator to the Trust Depositor and the transfer of the Loan Assets from the Trust Depositor to the Trust Issuer are intended to be a sale, conveyance and transfer of ownership of the Loan Assets, as the case may be, Assets rather than the mere granting of a security interest to secure a borrowing and (ii) such Loan Assets shall not be part of the Originator's or the Trust Depositor's estate in the event of a filing of a bankruptcy petition or other action by or against such Person under any Insolvency Law. In the event, however, that notwithstanding such intent and agreement, such transfers are deemed to be of a mere security interest to secure indebtedness, the Originator shall be deemed to have granted the Trust Depositor and the Trust Depositor shall be deemed to have granted the Trust, as the case may be, a perfected first priority security interest in such Loan Assets respectively and this Agreement shall constitute a security agreement under Requirements of Law, securing the repayment of the purchase price paid hereunder and the obligations and/or interests represented by the Securities, in the order and priorities, and subject to the other terms and conditions of, this Agreement, the Sale and Servicing Agreement, the Indenture and the Trust Agreement, together with such other obligations or interests as may arise hereunder and thereunder in favor of the parties hereto and thereto. (f) If any such transfer of the Loan Assets is deemed to be the mere granting of a security interest to secure a borrowing, the Trust Depositor may, to secure the Trust Depositor's own borrowing under the Sale and Servicing Agreement (to the extent that the transfer of the Loan Assets thereunder is deemed to be a mere granting of a security interest to secure a borrowing), repledge and reassign (i) all or a portion of the Loan Assets pledged to the Trust Depositor by the Originator and with respect to which the Trust Depositor has not released its security interest at the time of such pledge and assignment, and (ii) all proceeds thereof. Such repledge and reassignment may be made by the Trust Depositor with or without a repledge and reassignment by the Trust Depositor of its rights under any agreement with the Originator, and without further notice to or acknowledgment from the Originator. The Originator waives, to the extent permitted by applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Trust Depositor or any assignee of the Trust Depositor relating to such action by the Trust Depositor in connection with the transactions contemplated by this Agreement and the Transaction Documents.and

Transfer of Loan Assets. (a) The Originator shall sell, assign and convey assets to the Trust Depositor pursuant to the terms and provisions hereof. (b) Subject to and upon the terms and conditions set forth herein, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, for a purchase price of $238,741,000 in cash, all of the right, title and interest of the Originator in and to the following (the items in (i)—(vi) below, but in each case excluding the Retained Interest and Excluded Amounts, being collectively referred to herein as the "Loan Assets"): (i) the Initial Loans, all payments paid in respect thereof Loans and all Collections and other monies due, due or to become due or paid in respect thereof accruing payment of such Loans on and after the Initial Cutoff Date Cut-Off Date, including any Prepayment amounts, any Prepayment Premiums, any Late Charges, any payments in respect of a casualty or early termination, any Insurance Proceeds and all any Liquidation Proceeds and recoveries thereon, in each case as they arise after received with respect to the Initial Cutoff Date, but not including the Retained Interest or Interest Collections received prior to December 1, 2001foregoing; (ii) all the Collateral related to such Loans (to the extent the Originator, other than solely in its capacity as collateral agent under any loan agreement with an Obligor, has been granted a Lien thereon), including the related security interests and liens and Collateral subject thereto from time to time purporting to secure payment interest granted by Obligors the Obligor under such Loans, all proceeds from any sale or other disposition of such Collateral, and all Insurance Policies; (iii) the Loan Files and all guarantiesdocuments and records (including computer records) relating thereto; (iv) all guarantees, indemnities and warrantiesindemnities, warranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (ivv) the Trust Accounts and all collections and records Trust Account Property (including computer records) with respect to the foregoing; (v) all documents relating to extent of the Loan FilesOriginator's interest if any therein); and (vi) all income, payments, products, proceeds and other benefits of any and all of the foregoing. To the extent the purchase price paid to the Originator for any Loan is less than the fair market value of such Loan, the difference between such fair market value and the purchase price shall be deemed to be a capital contribution made by the Originator to the Trust Depositor on the relevant Transfer Dateapplicable purchase date. (c) The Originator and the Trust Depositor acknowledge that the representations and warranties of the Originator in Sections Section 3.01, 3.02, 3.03, ------------- ---- ---- 3.04 and 3.05 will run to and be for the benefit of the Trust Issuer, the Trustees and the Trustees ---- ---- Swap Counterparties, and the Trust Issuer and the Trustees may enforce, directly without joinder of the Trust Depositor, the repurchase obligations of the Originator with respect to breaches of such representations and warranties as set forth herein and in Section 6.01. -------------. (d) The sale, transfer, assignment, set-over and conveyance of the Loan Assets by the Originator to the Trust Depositor pursuant to this Agreement does not constitute and is not intended to result in a creation or an assumption by the Trust Depositor or the Trust Issuer of any obligation of the Originator in connection with the Loan Assets, or any agreement or instrument relating thereto, including, without limitation, (i) any obligation to any Obligor, if any, not financed by the Originator, (ii) any taxes, fees, or other charges imposed by any Governmental Authority or and (iii) any insurance premiums that remain owing with respect to any Loan at the time such Loan is sold hereunder. Without limiting the foregoing, the Trust Depositor does not assume any obligation to purchase any additional notes or loans under agreements governing the Loan Assets. (e) The Originator and the Trust Depositor intend and agree that (i) the transfer of the Loan Assets from the Originator to the Trust Depositor and the transfer of the Loan Assets from the Trust Depositor to the Trust Issuer are intended to be a sale, conveyance and transfer of ownership of the Loan Assets, as the case may be, Assets rather than the mere granting of a security interest to secure a borrowing and (ii) such Loan Assets shall not be part of the Originator's or the Trust Depositor's estate in the event of a filing of a bankruptcy petition or other action by or against such Person under any Insolvency Law. In the event, however, that notwithstanding such intent and agreement, such transfers are deemed to be a grant of a mere security interest to secure indebtedness, the Originator shall be deemed to have granted (and hereby does grant) to the Trust Depositor and the Trust Depositor shall be deemed to have granted the Trust, as the case may be, a perfected first priority security interest in such Loan Assets respectively Assets, and this Agreement shall constitute a security agreement under Requirements of Law, securing the repayment of the purchase price paid hereunder hereunder, and the obligations and/or interests represented by the SecuritiesSecurities and the obligations of the Issuer under the Swap Transactions and the Swaps, in the order and priorities, and subject to the other terms and conditions of, this Agreement, the Sale Transfer and Servicing Agreement, the Indenture Indenture, the Trust Agreement and the Trust AgreementSwaps, together with such other obligations or interests as may arise hereunder and thereunder in favor of the parties hereto and thereto. (f) If any such transfer of the Loan Assets is deemed to be the mere granting of a security interest to secure a borrowing, the Trust Depositor may, to secure the Trust Depositor's own borrowing obligations under the Sale Transfer and Servicing Agreement (to the extent that the transfer of the Loan Assets thereunder is deemed to be a mere granting of a security interest to secure a borrowing), ) repledge and reassign (i) all or a portion of the Loan Assets pledged to the Trust Depositor by the Originator and with respect to which the Trust Depositor has not released its security interest at the time of such pledge and assignment, and (ii) all proceeds thereof. Such repledge and reassignment may be made by the Trust Depositor with or without a repledge and reassignment by the Trust Depositor of its rights under any agreement with the Originator, and without further notice to or acknowledgment from the Originator. The Originator waives, to the extent permitted by applicable lawRequirements of Law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Trust Depositor or any assignee of the Trust Depositor relating to such action by the Trust Depositor in connection with the transactions contemplated by this Agreement and the Transaction Documents.

Transfer of Loan Assets. (a) The Originator shall sell, assign and convey assets to the Trust Depositor pursuant to the terms and provisions hereof. (b) Subject to and upon the terms and conditions set forth herein, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, for a purchase price of $406,250,000 in cash, all of the right, title and interest of the Originator in and to the following (the items in (i) - (vi) below, but in each case excluding the Retained Interest and Excluded Amounts, being collectively referred to herein as the “Loan Assets”): (i) the Initial Loans, all payments paid in respect thereof Loans and all Collections and other monies due, due or to become due or paid in respect thereof accruing payment of such Loans on and after the Initial Cutoff Date Cut-Off Date, including any Prepayment Amounts, any Prepayment Premiums, any Late Charges, any payments in respect of a casualty or early termination, any Insurance Proceeds and all any Liquidation Proceeds and recoveries thereon, in each case as they arise after received with respect to the Initial Cutoff Date, but not including the Retained Interest or Interest Collections received prior to December 1, 2001foregoing; (ii) all the Collateral related to such Loans (to the extent the Originator, other than solely in its capacity as collateral agent under any loan agreement with an Obligor, has been granted a Lien thereon), including the related security interests and liens and Collateral subject thereto from time to time purporting to secure payment interest granted by Obligors the Obligor under such Loans, all proceeds from any sale or other disposition of such Collateral, and all Insurance Policies; (iii) the Loan Files and all guarantiesdocuments and records (including computer records) relating thereto; (iv) all guarantees, indemnities and warrantiesindemnities, warranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (ivv) the Trust Accounts and all collections and records Trust Account Property (including computer records) with respect to the foregoing; (v) all documents relating to extent of the Loan FilesOriginator’s interest if any therein); and (vi) all income, payments, products, proceeds and other benefits of any and all of the foregoing. To the extent the purchase price paid to the Originator for any Loan is less than the fair market value of such Loan, the difference between such fair market value and the purchase price shall be deemed to be a capital contribution made by the Originator to the Trust Depositor on the relevant Transfer Dateapplicable purchase date. (c) The Originator and the Trust Depositor acknowledge that the representations and warranties of the Originator in Sections Section 3.01, 3.02, 3.03, ------------- ---- ---- 3.04 and 3.05 will run to and be for the benefit of the Trust Issuer, the Trustees and the Trustees ---- ---- Swap Counterparties, and the Trust Issuer and the Trustees may enforce, directly without joinder of the Trust Depositor, the repurchase obligations of the Originator with respect to breaches of such representations and warranties as set forth herein and in Section 6.01. -------------. (d) The sale, transfer, assignment, set-over and conveyance of the Loan Assets by the Originator to the Trust Depositor pursuant to this Agreement does not constitute and is not intended to result in a creation or an assumption by the Trust Depositor or the Trust Issuer of any obligation of the Originator in connection with the Loan Assets, or any agreement or instrument relating thereto, including, without limitation, (i) any obligation to any Obligor, if any, not financed by the Originator, (ii) any taxes, fees, or other charges imposed by any Governmental Authority or and (iii) any insurance premiums that remain owing with respect to any Loan at the time such Loan is sold hereunder. Without limiting the foregoing, the Trust Depositor does not assume any obligation to purchase any additional notes or loans under agreements governing the Loan Assets. (e) The Originator and the Trust Depositor intend and agree that (i) the transfer of the Loan Assets from the Originator to the Trust Depositor and the transfer of the Loan Assets from the Trust Depositor to the Trust Issuer are intended to be a sale, conveyance and transfer of ownership of the Loan Assets, as the case may be, Assets rather than the mere granting of a security interest to secure a borrowing and (ii) such Loan Assets shall not be part of the Originator's ’s or the Trust Depositor's ’s estate in the event of a filing of a bankruptcy petition or other action by or against such Person under any Insolvency Law. In the event, however, that notwithstanding such intent and agreement, such transfers are deemed to be a grant of a mere security interest to secure indebtedness, the Originator shall be deemed to have granted (and hereby does grant) to the Trust Depositor and the Trust Depositor shall be deemed to have granted the Trust, as the case may be, a perfected first priority security interest in such Loan Assets respectively Assets, and this Agreement shall constitute a security agreement under Requirements of Law, securing the repayment of the purchase price paid hereunder hereunder, and the obligations and/or interests represented by the SecuritiesSecurities and the obligations of the Issuer under the Swap Transactions and the Swaps, in the order and priorities, and subject to the other terms and conditions of, this Agreement, the Sale Transfer and Servicing Agreement, the Indenture Indenture, the Trust Agreement and the Trust AgreementSwaps, together with such other obligations or interests as may arise hereunder and thereunder in favor of the parties hereto and thereto. (f) If any such transfer of the Loan Assets is deemed to be the mere granting of a security interest to secure a borrowing, the Trust Depositor may, to secure the Trust Depositor's own borrowing ’s obligations under the Sale Transfer and Servicing Agreement (to the extent that the transfer of the Loan Assets thereunder is deemed to be a mere granting of a security interest to secure a borrowing), ) repledge and reassign (i) all or a portion of the Loan Assets pledged to the Trust Depositor by the Originator and with respect to which the Trust Depositor has not released its security interest at the time of such pledge and assignment, and (ii) all proceeds thereof. Such repledge and reassignment may be made by the Trust Depositor with or without a repledge and reassignment by the Trust Depositor of its rights under any agreement with the Originator, and without further notice to or acknowledgment from the Originator. The Originator waives, to the extent permitted by applicable lawRequirements of Law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Trust Depositor or any assignee of the Trust Depositor relating to such action by the Trust Depositor in connection with the transactions contemplated by this Agreement and the Transaction Documents.