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. (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 and all Collections and other monies due or to become due in payment of such Loans on and after the Initial 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 any Liquidation Proceeds received with respect to the foregoing; (ii) 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 interest granted by 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 documents and records (including computer records) relating thereto; (iv) all guarantees, indemnities, warranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (v) the Trust Accounts and all Trust Account Property (to the extent of the Originator’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 applicable purchase date. (c) The Originator and the Trust Depositor acknowledge that the representations and warranties of the Originator in Section 3.01, 3.02, 3.03, 3.04 and 3.05 will run to and be for the benefit of the Issuer, the Trustees and the Swap Counterparties, and the 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 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 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 Issuer are intended to be a sale, conveyance and transfer of ownership of the Loan 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 a perfected first priority security interest in such Loan Assets, 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 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 Transfer and Servicing Agreement, the Indenture, the Trust Agreement and the Swaps, 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 obligations under the 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 Requirements 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 $850,000,000 128,750,250 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 and all Collections and other monies due or to become due in payment of such Loans on and after the Initial Cut-–Off Date, including any Prepayment Amountsamounts, any Prepayment Premiums, any Late Charges, any payments in respect of a casualty or early termination, any Insurance Proceeds and any Liquidation Proceeds received with respect to the foregoing; (ii) 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 interest granted by 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 documents and records (including computer records) relating thereto; (iv) all guarantees, indemnities, warranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (v) the Trust Accounts and all Trust Account Property (to the extent of the Originator’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 applicable purchase date. (c) The Originator and the Trust Depositor acknowledge that the representations and warranties of the Originator in Section 3.01, 3.02, 3.03, 3.04 and 3.05 will run to and be for the benefit of the Issuer, the Trustees and the Swap Counterparties, and the 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 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 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 Issuer are intended to be a sale, conveyance and transfer of ownership of the Loan 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 a perfected first priority security interest in such Loan Assets, 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 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 Transfer and Servicing Agreement, the Indenture, the Trust Agreement and the Swaps, 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 obligations under the 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 Requirements 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 $850,000,000 238,741,000 in cash, all of the right, title and interest of the Originator in and to the following (the items in clauses (i) - (vii)—(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 and all Collections and other monies due or to become due in payment of such Loans on and after the Initial Cut-Off Date, including any Prepayment Amountsamounts, any Prepayment Premiums, any Late Charges, any payments in respect of a casualty or early termination, any Insurance Proceeds and any Liquidation Proceeds received with respect to the foregoing; (ii) 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 interest granted by 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 documents and records (including computer records) relating thereto; (iv) all guarantees, indemnities, warranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (v) the Trust Accounts and all Trust Account Property (to the extent of the Originator’s '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 applicable purchase date. (c) The Originator and the Trust Depositor acknowledge that the representations and warranties of the Originator in Section 3.01, 3.02, 3.03, 3.04 and 3.05 will run to and be for the benefit of the Issuer, the Trustees and the Swap Counterparties, and the 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 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 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 Issuer are intended to be a sale, conveyance and transfer of ownership of the Loan 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 a perfected first priority security interest in such Loan Assets, 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 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 Transfer and Servicing Agreement, the Indenture, the Trust Agreement and the Swaps, 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 's obligations under the 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 Requirements 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 $850,000,000 311,331,575.55 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 and all Collections and other monies due or to become due in payment of such Loans on and after the Initial Cut-–Off Date, including any Prepayment Amountsamounts, any Prepayment Premiums, any Late Charges, any payments in respect of a casualty or early termination, any Insurance Proceeds and any Liquidation Proceeds received with respect to the foregoing; (ii) 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 interest granted by 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 documents and records (including computer records) relating thereto; (iv) all guarantees, indemnities, warranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (v) the Trust Accounts and all Trust Account Property (to the extent of the Originator’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 applicable purchase date. (c) The Originator and the Trust Depositor acknowledge that the representations and warranties of the Originator in Section 3.01, 3.02, 3.03, 3.04 and 3.05 will run to and be for the benefit of the Issuer, the Trustees and the Swap Counterparties, and the 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 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 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 Issuer are intended to be a sale, conveyance and transfer of ownership of the Loan 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 a perfected first priority security interest in such Loan Assets, 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 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 Transfer and Servicing Agreement, the Indenture, the Trust Agreement and the Swaps, 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 obligations under the 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 Requirements 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 $850,000,000 145,333,029.32 in cash, all of the right, title and interest of the Originator in and to the following (the items in clauses (i) - – (vivii) 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 and all Collections and other monies due or to become due in payment of such Loans on and after the Initial Cut-–Off Date, including any Prepayment Amountsamounts, any Prepayment Premiums, any Late Charges, any payments in respect of a casualty or early termination, any Insurance Proceeds and any Liquidation Proceeds received with respect to the foregoing; (ii) 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 interest granted by 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 documents and records (including computer records) relating thereto; (iv) all guarantees, indemnities, warranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (v) the Trust Accounts and all Trust Account Property (to the extent of the Originator’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 applicable purchase date. (c) The Originator and the Trust Depositor acknowledge that the representations and warranties of the Originator in Section 3.01, 3.02, 3.03, 3.04 and 3.05 will run to and be for the benefit of the Issuer, the Trustees and the Swap Counterparties, and the 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 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 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 Issuer are intended to be a sale, conveyance and transfer of ownership of the Loan 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 a perfected first priority security interest in such Loan Assets, 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 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 Transfer and Servicing Agreement, the Indenture, the Trust Agreement and the Swaps, 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 obligations under the 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 Requirements 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.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 $850,000,000 406,250,000 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 and all Collections and other monies due or to become due in payment of such Loans on and after the Initial 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 any Liquidation Proceeds received with respect to the foregoing; (ii) 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 interest granted by 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 documents and records (including computer records) relating thereto; (iv) all guarantees, indemnities, warranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (v) the Trust Accounts and all Trust Account Property (to the extent of the Originator’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 applicable purchase date. (c) The Originator and the Trust Depositor acknowledge that the representations and warranties of the Originator in Section 3.01, 3.02, 3.03, 3.04 and 3.05 will run to and be for the benefit of the Issuer, the Trustees and the Swap Counterparties, and the 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 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 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 Issuer are intended to be a sale, conveyance and transfer of ownership of the Loan 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 a perfected first priority security interest in such Loan Assets, 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 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 Transfer and Servicing Agreement, the Indenture, the Trust Agreement and the Swaps, 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 obligations under the 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 Requirements 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 $850,000,000 84,174,044.88 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 Loans, and all Collections and other monies due or to become due received in payment of such Loans on and after the Initial Cut-Off Cutoff 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 any Liquidation Proceeds Recoveries received with respect to the foregoingthereto, but excluding any Excluded Amounts; (ii) 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 lien thereon), including the related security interest granted by the Obligor under such Loans, Loans and all proceeds from any sale or other disposition of such Collateral, Collateral (but subject to the exclusion and all Insurance Policiesrelease herein of Excluded Amounts); (iii) the Loan Files and all documents and records (including computer records) relating theretoFiles; (iv) payments under the Swap Agreements received from the Swap Counterparties; (v) all guarantees, indemnities, warranties and other agreements payments made or arrangements of whatever character from time to time supporting be made in the future with respect to such Loans or securing payment of the Obligor thereunder under any guarantee or similar credit enhancement with respect to such Loans; (vvi) the Trust Accounts and all Trust Account Property (Insurance Proceeds with respect to the extent of the Originator’s interest if any therein)each such Loan; and (vivii) all income, payments, products, 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 applicable purchase 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 Section 3.01, 3.02, 3.03, 3.04 and 3.05 will run to and be for the benefit of the Issuer, Trust and the Trustees and the Swap Counterparties, and the Issuer 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 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, or (ii1) any taxes, fees, or other charges imposed by any Governmental Authority 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 Issuer 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 '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, 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, hereunder and the obligations and/or interests represented by the Securities and the obligations of the Issuer under the Swap Transactions and the SwapsSecurities, in the order and priorities, and subject to the other terms and conditions of, this Agreement, the Transfer and Servicing Agreement, the Indenture, Indenture and the Trust Agreement and the SwapsAgreement, 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 obligations 's own borrowing under the Transfer 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 Requirements of Lawapplicable 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.