Common use of Conveyance of the Receivables and the Other Conveyed Property to the Issuer Clause in Contracts

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Date. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement and the rights of Purchaser hereunder are intended to benefit the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer or the Purchaser to perform its respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Date. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement and the rights of Purchaser hereunder are intended to benefit the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer, the Backup Servicer or the Purchaser to perform its respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges that Purchaser HARC intends, pursuant to the related Master Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the related Issuer on the Closing Transfer Date. The Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of the Seller contained in this Agreement and the rights of Purchaser HARC hereunder are intended to benefit the related Issuer, the related Owner Trustee, the Trust Collateral Agentrelated Indenture Trustee, the Noteholders related Secured Parties and the Certificateholderrelated Certificateholders. In furtherance of the foregoing, the Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the related Issuer, the related Owner Trustee, the Trust Collateral Agent, the Noteholders related Indenture Trustee and the Certificateholder related Secured Parties and that, notwithstanding anything to the contrary in this Agreement, the Seller shall be directly liable to the related Issuer, the related Owner Trustee, the Trust Collateral Agent, the Noteholders related Indenture Trustee and the Certificateholder related Secured Parties (notwithstanding any failure by the Master Servicer or the Purchaser HARC to perform its their respective duties and obligations hereunder or under Related Documentsany Basic Document) and that the Trust Collateral Agent related Indenture Trustee may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the related Secured Parties and the related Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges acknowledge that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Datedate hereof. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement and the rights of Purchaser hereunder are intended to benefit the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer, the Backup Servicer or the Purchaser to perform its respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the Insurer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Date. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement and the rights of Purchaser hereunder are intended to benefit the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer, the Backup Servicer or the Purchaser to perform its respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the Insurer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges acknowledge that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Datedate hereof and on the Subsequent Transfer Date in the case of Subsequent Receivables. Seller acknowledges and consents to such conveyance and pledge and waives waive any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement and the rights of Purchaser hereunder are intended to benefit the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer, the Backup Servicer or the Purchaser to perform its respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the Insurer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. The Seller acknowledges that Purchaser HARC intends, pursuant to the Master Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Transfer Date. The Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of the Seller contained in this Agreement and the rights of Purchaser HARC hereunder are intended to benefit the Issuer, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders Secured Parties and the CertificateholderCertificateholders. In furtherance of the foregoing, the Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders Indenture Trustee and the Certificateholder Secured Parties and that, notwithstanding anything to the contrary in this Agreement, the Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders Indenture Trustee and the Certificateholder Secured Parties (notwithstanding any failure by the Master Servicer or the Purchaser HARC to perform its their respective duties and obligations hereunder or under Related Documentsany Basic Document) and that the Trust Collateral Agent Indenture Trustee may enforce the duties and obligations of the Seller under this Agreement against Seller for the benefit of the Secured Parties and the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Datedate hereof. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement and the rights of Purchaser hereunder are intended to benefit the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer, the Backup Servicer or the Purchaser to perform its respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller The Originator acknowledges that Purchaser the Depositor intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Datedate hereof. Seller The Originator acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller the Originator contained in this Agreement and the rights of Purchaser the Depositor hereunder are intended to benefit the Insurer, the Issuer, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders and the CertificateholderCertificateholders. In furtherance of the foregoing, Seller the Originator covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Insurer, the Issuer, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders and the Certificateholder Certificateholders and that, notwithstanding anything to the contrary in this Agreement, Seller shall the Originator will be directly liable to the Issuer, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders and the Certificateholder Certificateholders (notwithstanding any failure by the Servicer or the Purchaser Backup Servicer to perform its respective duties and obligations hereunder or under the Related Documents) and that the Trust Collateral Agent Controlling Party may enforce the duties and obligations of Seller the Originator under this Agreement against Seller the Originator for the benefit of the Insurer, the Issuer, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders and the CertificateholderCertificateholders.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. The Seller acknowledges that Purchaser HARC intends, pursuant to the Master Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Transfer Date. The Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement and the rights of Purchaser HARC hereunder are intended to benefit the Issuer, the Indenture Trustee, the Owner Trustee, the Trust Collateral Agent, the Noteholders Secured Parties and the CertificateholderCertificateholders. In furtherance of the foregoing, the Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Secured Parties, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders Indenture Trustee and the Certificateholder Owner Trustee and that, notwithstanding anything to the contrary in this Agreement, the Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders Indenture Trustee and the Certificateholder Secured Parties (notwithstanding any failure by the Master Servicer or the Purchaser HARC to perform its their respective duties and obligations hereunder or under Related Documentsany Basic Document) and that the Trust Collateral Agent Indenture Trustee may enforce the duties and obligations of the Seller under this Agreement against the Seller for the benefit of the Secured Parties and the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges that Purchaser HARC intends, pursuant to the Master Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Transfer Date. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement and the rights of Purchaser HARC hereunder are intended to benefit the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the CertificateholderCertificateholders. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Issuer, the Owner Trustee, the Trust Collateral Agent, Indenture Trustee and the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, Indenture Trustee and the Noteholders and the Certificateholder (notwithstanding any failure by the Master Servicer or the Purchaser HARC to perform its their respective duties and obligations hereunder or under Related Basic Documents) and that the Trust Collateral Agent Indenture Trustee may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the Owner Trustee, the Trust Collateral Agent, the Noteholders and the CertificateholderOwner Trustee.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing DateDate [and on each Subsequent Transfer Date in the case of Subsequent Receivables]. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement [and any Subsequent Purchase Agreement] and the rights of Purchaser hereunder are intended to benefit the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the CertificateholderCertificateholder[s]. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder Certificateholder[s] and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder Certificateholder[s] (notwithstanding any failure by the Servicer or the Purchaser to perform its respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the Owner Trustee, the Trust Collateral Agent, the Noteholders and the CertificateholderCertificateholder[s].

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing DateDate [and on the Subsequent Transfer Date in the case of Subsequent Receivables]. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement [and any Subsequent Purchase Agreement] and the rights of Purchaser hereunder are intended to benefit the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer or the Purchaser to perform its respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller The Originator acknowledges that Purchaser the Depositor intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Datedate hereof. Seller The Originator acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller the Originator contained in this Agreement and the rights of Purchaser the Depositor hereunder are intended to benefit the Insurer, the Issuer, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller the Originator covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Insurer, the Issuer, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall the Originator will be directly liable to the Issuer, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer or the Purchaser Backup Servicer to perform its respective duties and obligations hereunder or under the Related Documents) and that the Trust Collateral Agent Indenture Trustee may enforce the duties and obligations of Seller the Originator under this Agreement against Seller the Originator for the benefit of the Insurer, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller The Originator acknowledges that Purchaser the Depositor intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Datedate hereof. Seller The Originator acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller the Originator contained in this Agreement and the rights of Purchaser the Depositor hereunder are intended to benefit the Insurer, the Issuer, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders and the CertificateholderCertificateholders. In furtherance of the foregoing, Seller the Originator covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Insurer, the Issuer, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders and the Certificateholder Certificateholders and that, notwithstanding anything to the contrary in this Agreement, Seller shall the Originator will be directly liable to the Issuer, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders and the Certificateholder Certificateholders (notwithstanding any failure by the Servicer or the Purchaser Backup Servicer to perform its respective duties and obligations hereunder or under the Related Documents) and that the Trust Collateral Agent Indenture Trustee may enforce the duties and obligations of Seller the Originator under this Agreement against Seller the Originator for the benefit of the Insurer, the Issuer, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders and the CertificateholderCertificateholders.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Datedate hereof and on the Subsequent Transfer Date in the case of Subsequent Receivables. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement and the rights of Purchaser hereunder are intended to benefit the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer, the Backup Servicer or the Purchaser to perform its respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the Insurer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges that Purchaser HARC intends, pursuant to the Master Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Transfer Date. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement and the rights of Purchaser HARC hereunder are intended to benefit the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the CertificateholderCertificateholders. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Issuer, the Owner Trustee, the Trust Collateral Agent, Trustee and the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, Trustee and the Noteholders and the Certificateholder (notwithstanding any failure by the Master Servicer or the Purchaser HARC to perform its their respective duties and obligations hereunder or under Related Basic Documents) and that the Trust Collateral Agent Trustee may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the Owner Trustee, the Trust Collateral Agent, the Noteholders and the CertificateholderOwner Trustee.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges that Purchaser HARC intends, pursuant to the related Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the related Issuer on the Closing Transfer Date. The Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of the Seller contained in this Agreement and the rights of Purchaser HARC hereunder are intended to benefit the related Issuer, the related Owner Trustee, the Trust Collateral Agentrelated Indenture Trustee, the Noteholders related Secured Parties and the Certificateholderrelated Certificateholders. In furtherance of the foregoing, the Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the related Issuer, the related Owner Trustee, the Trust Collateral Agent, the Noteholders related Indenture Trustee and the Certificateholder related Secured Parties and that, notwithstanding anything to the contrary in this Agreement, the Seller shall be directly liable to the related Issuer, the related Owner Trustee, the Trust Collateral Agent, the Noteholders related Indenture Trustee and the Certificateholder related Secured Parties (notwithstanding any failure by the Servicer or the Purchaser HARC to perform its their respective duties and obligations hereunder or under Related Documentsany Basic Document) and that the Trust Collateral Agent related Indenture Trustee may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the related Secured Parties and the related Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing DateDate [and on each Subsequent Transfer Date in the case of Subsequent Receivables]. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement [and any Subsequent Purchase Agreement] and the rights of Purchaser hereunder are intended to benefit the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer or the Purchaser to perform its respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Datedate hereof. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement and the rights of Purchaser hereunder are intended to benefit the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer, the Backup Servicer or the Purchaser to perform its their respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges acknowledge that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Datedate hereof and on the Subsequent Transfer Date in the case of Subsequent Receivables. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement and the rights of Purchaser hereunder are intended to benefit the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer, the Backup Servicer or the Purchaser to perform its respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the Insurer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing DateDate [and on the Subsequent Transfer Date in the case of Subsequent Receivables]. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement [and any Subsequent Purchase Agreement] and the rights of Purchaser hereunder are intended to benefit the Issuer, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Issuer, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer Servicer[, the Backup Servicer] or the Purchaser to perform its respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent Indenture Trustee may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing DateDate [and on the Subsequent Transfer Date in the case of Subsequent Receivables]. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement [and any Subsequent Purchase Agreement] and the rights of Purchaser hereunder are intended to benefit [the Insurer,] the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of [the Insurer,] the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer, the Backup Servicer or the Purchaser to perform its respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of [the Insurer,] the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. The Seller acknowledges that Purchaser harc intends, pursuant to the Master Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Transfer Date. The Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of the Seller contained in this Agreement and the rights of Purchaser harc hereunder are intended to benefit the Issuer, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders Secured Parties and the CertificateholderCertificateholders. In furtherance of the foregoing, the Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders Indenture Trustee and the Certificateholder Secured parties and that, notwithstanding anything to the contrary in this Agreement, the Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders Indenture Trustee and the Certificateholder Secured Parties (notwithstanding any failure by the Master Servicer or the Purchaser HARC to perform its their respective duties and obligations hereunder or under Related Documentsany basic document) and that the Trust Collateral Agent Indenture Trustee may enforce the duties and obligations of the Seller under this Agreement against Seller for the benefit of the Secured Parties and the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Datedate hereof. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement and the rights of Purchaser hereunder are intended to benefit the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer, the Backup Servicer or the Purchaser to perform its respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the Insurer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. The Seller acknowledges that Purchaser HARC intends, pursuant to the Master Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Transfer Date. The Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement and the rights of Purchaser HARC hereunder are intended to benefit the Issuer, the The Indenture Trustee, The Owner Trustee, the Trust Collateral Agent, the Noteholders Secured Parties and the CertificateholderCertificateholders. In furtherance of the foregoing, the Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Secured Parties, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders Indenture Trustee and the Certificateholder Owner Trustee and that, notwithstanding anything to the contrary in this Agreement, the Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders Indenture Trustee and the Certificateholder Secured Parties (notwithstanding any failure by the Master Servicer or the Purchaser HARC to perform its their respective duties and obligations hereunder or under Related Documentsany Basic Document) and that the Trust Collateral Agent Indenture Trustee may enforce the duties and obligations of the Seller under this Agreement against the Seller for the benefit of the Secured Parties and the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges that Purchaser HARC intends, pursuant to the related Master Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the related Issuer on the Closing Transfer Date. The Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of the Seller contained in this Agreement and the rights of Purchaser HARC hereunder are intended to benefit the related Issuer, the related Owner Trustee, the Trust Collateral Agentrelated Indenture Trustee, the Noteholders related Secured Parties and the Certificateholderrelated Certificateholders. In furtherance of the foregoing, the Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the related Issuer, the related Owner Trustee, the Trust Collateral Agent, the Noteholders related Indenture Trustee and the Certificateholder related Secured Parties and that, notwithstanding anything to the contrary in this Agreement, Seller the seller shall be directly liable to the related Issuer, the related Owner Trustee, the Trust Collateral Agent, the Noteholders related Indenture Trustee and the Certificateholder related Secured Parties (notwithstanding any failure by the Master Servicer or the Purchaser HARC to perform its their respective duties and obligations hereunder or under Related Documentsany Basic Document) and that the Trust Collateral Agent related Indenture Trustee may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the related Secured Parties and the related Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing DateDate and on the Subsequent Transfer Date in the case of Subsequent Receivables. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement and any Subsequent Purchase Agreement and the rights of Purchaser hereunder are intended to benefit the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer, the Backup Servicer or the Purchaser to perform its respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller The Originator acknowledges that Purchaser the Depositor intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Datedate hereof. Seller The Originator acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller the Originator contained in this Agreement and the rights of Purchaser the Depositor hereunder are intended to benefit [the Insurer,] the Issuer, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller the Originator covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of [the Insurer,] the Issuer, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall the Originator will be directly liable to the Issuer, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer or the Purchaser Backup Servicer to perform its respective duties and obligations hereunder or under the Related Documents) and that the Trust Collateral Agent Indenture Trustee may enforce the duties and obligations of Seller the Originator under this Agreement against Seller the Originator for the benefit of [the Insurer,] the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Datedate hereof and on the Subsequent Transfer Date in the case of Subsequent Receivables. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement and any Subsequent Purchase Agreement and the rights of Purchaser hereunder are intended to benefit the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer, the Backup Servicer or the Purchaser to perform its respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the Insurer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges that Purchaser HARC intends, pursuant to the Master Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Transfer Date. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement and the rights of Purchaser HARC hereunder are intended to benefit the related Series Support Provider, if any, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the CertificateholderCertificateholders. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the related Series Secured Parties, the Issuer, the Owner Trustee, the Trustee, the Trust Collateral Agent, the Noteholders if any, and the Certificateholder Series Secured Parties and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trustee, the Trust Collateral Agent, the Noteholders Agent and the Certificateholder Series Secured Parties (notwithstanding any failure by the Master Servicer or the Purchaser HARC to perform its their respective duties and obligations hereunder or under Related Basic Documents) and that the Trust Collateral Agent Trustee may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of any Series Secured Parties, the Owner Trustee, Trustee and the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Datedate hereof [and on the Subsequent Transfer Date in the case of Subsequent Receivables]. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement [and any Subsequent Purchase Agreement] and the rights of Purchaser hereunder are intended to benefit [the Insurer,] the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of [the Insurer,] the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer, the Backup Servicer or the Purchaser to perform its respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of [the Insurer,] the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Datedate hereof and on the Subsequent Transfer Date in the case of Subsequent Receivables. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement and the rights of Purchaser hereunder are intended to benefit the Security Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the CertificateholderCertificateholders. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Security Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder Certificateholders and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder Certificateholders (notwithstanding any failure by the Servicer, the Backup Servicer or the Purchaser to perform its their respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the Security Insurer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the CertificateholderCertificateholders.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges Sellers acknowledge that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Datedate hereof and on the Subsequent Transfer Date in the case of Subsequent Receivables. Seller acknowledges Sellers acknowledge and consents consent to such conveyance and pledge and waives waive any further notice thereof and covenants covenant and agrees agree that the representations and warranties of Seller Sellers contained in this Agreement and the rights of Purchaser hereunder are intended to benefit the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller covenants Sellers covenant and agrees agree to perform its their duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller Sellers shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer, the Backup Servicer or the Purchaser to perform its their respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Seller Sellers under this Agreement against Seller Sellers for the benefit of the Insurer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Datedate hereof and on the Subsequent Transfer Date in the case of Subsequent Receivables. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement and any Subsequent Purchase Agreement and the rights of Purchaser hereunder are intended to benefit the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer, the Backup Servicer or the Purchaser to perform its respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the Insurer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.. Back to Contents

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Datedate hereof and on the Subsequent Transfer Date in the case of Subsequent Receivables. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement and any Subsequent Purchase Agreement and the rights of Purchaser hereunder are intended to benefit the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders Noteholders, the Insurer and the Certificateholder (notwithstanding any failure by the Servicer, the Backup Servicer or the Purchaser to perform its respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the Insurer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller Originator acknowledges that Purchaser Depositor intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Datedate hereof. Seller Originator acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller Originator contained in this Agreement and the rights of Purchaser Depositor hereunder are intended to benefit the Insurer, the Issuer, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller Originator covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Insurer, the Issuer, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall Originator will be directly liable to the Issuer, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer or the Purchaser Backup Servicer to perform its respective duties and obligations hereunder or under the Related Documents) and that the Trust Collateral Agent Indenture Trustee may enforce the duties and obligations of Seller Originator under this Agreement against Seller Originator for the benefit of the Insurer, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders and the Certificateholder.