Common use of Transfer of Substitute Loans Clause in Contracts

Transfer of Substitute Loans. Subject to and upon the terms and conditions set forth in Section 2.04 of the ACAS Transfer Agreement and this Agreement, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, in consideration of the Trust Depositor’s [(x)] payment of $[ ] as the purchase price therefor, [representing the prepayment proceeds received with respect to the related Substitution Event (if applicable) or (y) release and redelivery to the Originator of the related Loan Assets with respect to which a Substitution Event has occurred (if applicable),] all of the Originator’s rights, title and interests in: (i) the [Substitute] [Additional] Loans identified in the related Addition Notice and all Collections and other monies received in payment of such [Substitute] [Additional] Loans on and after the related Subsequent 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. It is the intention of the Originator and the Trust Depositor that the transfer contemplated by this Agreement shall constitute a sale of the [Substitute] [Additional] Loans from the Originator to the Trust Depositor, conveying good title thereto free and clear of any Liens (other than Permitted Liens), and that the [Substitute] [Additional] Loans shall not be part of the Originator’s estate in the event of the filing of a bankruptcy petition by or against the Originator under any bankruptcy or similar law.

Transfer of Substitute Loans. Subject to and upon the terms and conditions set forth in [Section 2.04 2.04] [Section 2.05] of the ACAS Transfer and Servicing Agreement and this Agreement, the Originator Trust Depositor hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, in consideration Issuer all of the Trust Depositor’s [(x)] payment of $[ ] as the purchase price therefor, [representing the prepayment proceeds received with respect to the related Substitution Event (if applicable) or (y) release and redelivery to the Originator of the related Loan Assets with respect to which a Substitution Event has occurred (if applicable),] all of the Originator’s rights, title and interests interest in: (i) the [Substitute] [Additional] Loans identified in the related Addition Notice and all Collections and other monies received in payment of such [Substitute] [Additional] Loans on and after the related Subsequent 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 of the Obligor under Trust Depositor in such LoansCollateral, 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 OriginatorTrust Depositor’s interest if any therein); and (vi) all income, payments, products, proceeds and other benefits of any and all of the foregoing. It is the intention of the Originator Trust Depositor and the Trust Depositor Owner Trustee that the transfer contemplated by this Agreement shall constitute a an absolute assignment and sale of the [Substitute] [Additional] Loans from the Originator Trust Depositor to the Trust DepositorIssuer, conveying good title thereto free and clear of any Liens (other than Permitted Liens), and that the [Substitute] [Additional] Loans shall not be part of the Originator’s estate in the event of the filing of a bankruptcy petition by or against the Originator under any bankruptcy or similar law.

Transfer of Substitute Loans. Subject to and upon the terms and conditions set forth in Section 2.04 of the ACAS Transfer and Servicing Agreement and this Agreement, the Originator Trust Depositor hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, in consideration Issuer all of the Trust Depositor’s [(x)] payment of $[ ] as the purchase price therefor, [representing the prepayment proceeds received with respect to the related Substitution Event (if applicable) or (y) release and redelivery to the Originator of the related Loan Assets with respect to which a Substitution Event has occurred (if applicable),] all of the Originator’s 's rights, title and interests interest in: (i) the [Substitute] [Additional] Substitute Loans identified in the related Addition Notice and all Collections and other monies received in payment of such [Substitute] [Additional] Substitute Loans on and after the related Subsequent 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 of the Obligor under Trust Depositor in such LoansCollateral, 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 Trust Depositor's interest if any therein); and (vi) all income, payments, products, proceeds and other benefits of any and all of the foregoing. It is the intention of the Originator Trust Depositor and the Trust Depositor Owner Trustee that the transfer contemplated by this Agreement shall constitute a an absolute assignment and sale of the [Substitute] [Additional] Substitute Loans from the Originator Trust Depositor to the Trust DepositorIssuer, conveying good title thereto free and clear of any Liens (other than Permitted Liens), and that the [Substitute] [Additional] Loans shall not be part of the Originator’s estate in the event of the filing of a bankruptcy petition by or against the Originator under any bankruptcy or similar law.

Transfer of Substitute Loans. Subject to and upon the terms and conditions set forth in Section 2.04 of the ACAS Transfer Agreement and this Agreement, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, in consideration of the Trust Depositor’s ['s (x)] ) payment of $[ ] $ as the purchase price therefor, [representing the prepayment proceeds received with respect to the related Substitution Event (if applicable) or (y) release and redelivery to the Originator of the related Loan Assets with respect to which a Substitution Event has occurred (if applicable),] , all of the Originator’s 's rights, title and interests in: (i) the [Substitute] [Additional] Substitute Loans identified in the related Addition Notice and all Collections and other monies received in payment of such [Substitute] [Additional] Substitute Loans on and after the related Subsequent 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 's interest if any therein); and (vi) all income, payments, products, proceeds and other benefits of any and all of the foregoing. It is the intention of the Originator and the Trust Depositor that the transfer contemplated by this Agreement shall constitute a sale of the [Substitute] [Additional] Substitute Loans from the Originator to the Trust Depositor, conveying good title thereto free and clear of any Liens (other than Permitted Liens), and that the [Substitute] [Additional] Substitute Loans shall not be part of the Originator’s 's estate in the event of the filing of a bankruptcy petition by or against the Originator under any bankruptcy or similar law.

Transfer of Substitute Loans. Subject to and upon the terms and conditions set forth in Section 2.04 of ------------ the ACAS Transfer Loan Sale Agreement and this Agreement, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, in consideration of the Trust Depositor’s ['s (x)] ) payment of $[ ] $ as the ------------- purchase price therefor, [representing the prepayment proceeds received with respect to the related Substitution Event (if applicable) or (y) release and redelivery to the Originator of the related Loan Assets with respect to which a Substitution Event has occurred (if applicable),] , all of the Originator’s 's rights, title and interests in: (i) the [Substitute] [Additional] Substitute Loans identified listed in the related Addition Notice Notice, all payments paid in respect thereof and all Collections and other monies received due, to become due or paid in payment of such [Substitute] [Additional] Loans on and respect thereof accruing after the related Subsequent 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 Cutoff Dates and all Liquidation Proceeds and any Liquidation Proceeds recoveries thereon, in each case as they arise after the related Subsequent Cutoff Dates, but not including the Retained Interest or Interest Collections received with respect prior to the foregoingDecember 1, 2001; (ii) the all security interests and liens and Collateral related subject thereto from time to such Loans (time purporting 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 secure payment by the Obligor Obligors under such Loans, all proceeds from any sale or other disposition of such Collateral and all Insurance Policies; (iii) the Loan Files all guaranties, indemnities and all documents and records (including computer records) relating thereto; (iv) all guaranteeswarranties, indemnities, 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) the Trust Accounts and all Trust Account Property (documents relating to the extent of the Originator’s interest if any therein)Loan Files; and (vi) all income, payments, products, proceeds and other benefits of any and all of the foregoing. It is the intention of the Originator and the Trust Depositor that the transfer contemplated by this Agreement shall constitute a sale of the [Substitute] [Additional] Substitute Loans from the Originator to the Trust Depositor, conveying good title thereto free and clear of any Liens (other than Permitted Liens), and that the [Substitute] [Additional] Substitute Loans shall not be part of the Originator’s 's estate in the event of the filing of a bankruptcy petition by or against the Originator under any bankruptcy or similar law.

Transfer of Substitute Loans. Subject to and upon the terms and conditions set forth in Section 2.04 of the ACAS Transfer and Servicing Agreement and this Agreement, the Originator Trust Depositor hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, in consideration Issuer all of the Trust Depositor’s [(x)] payment of $[ ] as the purchase price therefor, [representing the prepayment proceeds received with respect to the related Substitution Event (if applicable) or (y) release and redelivery to the Originator of the related Loan Assets with respect to which a Substitution Event has occurred (if applicable),] all of the Originator’s rights, title and interests interest in: (i) the [Substitute] [Additional] Substitute Loans identified in the related Addition Notice and all Collections and other monies received in payment of such [Substitute] [Additional] Substitute Loans on and after the related Subsequent 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 of the Obligor under Trust Depositor in such LoansCollateral, 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 OriginatorTrust Depositor’s interest if any therein); and (vi) all income, payments, products, proceeds and other benefits of any and all of the foregoing. It is the intention of the Originator Trust Depositor and the Trust Depositor Owner Trustee that the transfer contemplated by this Agreement shall constitute a an absolute assignment and sale of the [Substitute] [Additional] Substitute Loans from the Originator Trust Depositor to the Trust DepositorIssuer, conveying good title thereto free and clear of any Liens (other than Permitted Liens), and that the [Substitute] [Additional] Loans shall not be part of the Originator’s estate in the event of the filing of a bankruptcy petition by or against the Originator under any bankruptcy or similar law.

Transfer of Substitute Loans. Subject to and upon the terms and conditions set forth in Section 2.04 of the ACAS Transfer Agreement and this Agreement, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, in consideration of the Trust Depositor’s [(x)] ) payment of $[ ] as the purchase price therefor, [representing the prepayment proceeds received with respect to the related Substitution Event (if applicable) or (y) release and redelivery to the Originator of the related Loan Assets with respect to which a Substitution Event has occurred (if applicable),] , all of the Originator’s rights, title and interests in: (i) the [Substitute] [Additional] Substitute Loans identified in the related Addition Notice and all Collections and other monies received in payment of such [Substitute] [Additional] Substitute Loans on and after the related Subsequent 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. It is the intention of the Originator and the Trust Depositor that the transfer contemplated by this Agreement shall constitute a sale of the [Substitute] [Additional] Substitute Loans from the Originator to the Trust Depositor, conveying good title thereto free and clear of any Liens (other than Permitted Liens), and that the [Substitute] [Additional] Substitute Loans shall not be part of the Originator’s estate in the event of the filing of a bankruptcy petition by or against the Originator under any bankruptcy or similar law.