Common use of Intention of the Parties Clause in Contracts

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”):)

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state State bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the EFLLC Receivables and the EFLLC Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the EFLLC Receivables and the EFLLC Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law arising to secure an obligation in the amount of the consideration paid for such property as described in Section 2.1(b) (collectively, the “Sale and Servicing Purchase Agreement Collateral”):

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state State bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”):)

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesproperty, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law to secure an obligation in the amount of the consideration paid for such property as described in Section 2.1 (collectively, the “Sale and Servicing Agreement Collateral”):

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state State bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”):

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesproperty, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”):

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the EFIT Receivables and the EFIT Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the EFIT Receivables and the EFIT Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law arising to secure an obligation in the amount of the consideration paid for such property as described in Section 2.1(b) (collectively, the “Sale and Servicing Agreement Collateral”):

Intention of the Parties. The execution and delivery of ------------------------ this Agreement shall constitute an acknowledgment by the Seller Sellers and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Sellers to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate Sellers' estates in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the SellerSellers. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the SellerSellers, the Seller hereby grants parties intend that Sellers shall have granted to the Issuer Purchaser a security interest in all of the Seller’s Sellers' right, title and interest in and to the following property for Receivables and the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arisingOther Conveyed Property conveyed pursuant to Section 2.1 hereof, and that this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):law.

Intention of the Parties. (a) The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate estates in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the parties intend that Seller hereby grants shall have granted to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):

Intention of the Parties. The execution and delivery of this Agreement [or any Subsequent Transfer Agreement] shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state State bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder Certificateholder[s] to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement [and each Subsequent Transfer Agreement] shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesproperty, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law to secure an obligation in the amount of the consideration paid for such property as described in Section 2.1 (collectively, the “Sale and Servicing Agreement Collateral”):Collateral”):(i)the Receivables and all moneys received thereon after the Cutoff Date;

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following Receivables, the Other Conveyed Property and all other property for conveyed to the benefit of Purchaser by the Issuer Secured PartiesSeller pursuant to Section 2.1 hereof, in each case, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables Mortgage Loans and the Other Conveyed Property, for non-tax purposes, Property conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that none of the Receivables Mortgage Loans and the Other Conveyed Property shall not be a part of the Seller’s 's estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to to, the Seller. In the event that such conveyance is determined to be made as security for a loan made by the IssuerPurchaser, the Noteholders Depositor, the Trustee or the Certificateholder Certificateholders to the Seller, as applicable, the parties intend that the Seller hereby grants shall have granted to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for Mortgage Loans and the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arisingOther Conveyed Property conveyed pursuant to Section 2.1 hereof, and that this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):law.

Intention of the Parties. The execution and delivery ------------------------ of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s 's estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, of or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the parties intend that Seller hereby grants shall have granted to the Issuer Purchaser a first priority, perfected security interest in all of the Seller’s 's right, title and interest in and to the following property for Receivables and the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arisingOther Conveyed Property conveyed pursuant to Section 2.1 hereof, and that this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):shall have granted such security interest.

Intention of the Parties. (a) The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller Sellers and the Issuer Purchaser that they intend that the assignment assignments and transfer transfers herein contemplated constitute a sale and/or contribution, transfer and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Sellers to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate Sellers’ estates in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the SellerSellers. In the event that such conveyance is determined to be made as security for a loan made by Purchaser or the IssuerSecured Parties to Sellers, the Noteholders or the Certificateholder parties intend that Sellers shall have granted to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s Sellers’ right, title and interest in and to the following property for Receivables and the benefit Other Conveyed Property conveyed pursuant to Section 3 of this Agreement and Section 2.1 of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arisingMaster Receivables Purchase Agreement, and that this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):law.

Intention of the Parties. The execution and delivery of this Agreement [or any Subsequent Transfer Agreement] shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement [and each Subsequent Transfer Agreement] shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the [Seller] Receivables and the [Seller] Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the [Seller] Receivables and the [Seller] Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law arising to secure an obligation in the amount of the consideration paid for such property as described in Section 2.1(b) (collectively, the “Sale and Servicing Agreement Collateral”):

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment acknowledgement by the Seller and the Issuer Purchaser that they intend that the assignment assignments and transfer transfers contemplated herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s 's estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, of or with respect to to, the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders Purchaser or the Certificateholder Trust or the Trustee on behalf of the Certificateholders to the Seller, the parties intend that the Seller hereby grants shall have granted to the Issuer Purchaser a security interest in all of the Seller’s its right, title and interest in and to the following property for Receivables and the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arisingOther Conveyed Property conveyed by it pursuant to this Agreement, and that this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):law.

Intention of the Parties. The execution and delivery of ------------------------ this Agreement shall constitute an acknowledgment by the Seller Sellers and the Issuer Purchaser that they intend that the assignment assignments and transfer transfers herein contemplated constitute a sale and/or contribution, transfer and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Sellers to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate Sellers' estates in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the SellerSellers. In the event that such conveyance is determined to be made as security for a loan made by Purchaser or the IssuerSecured Parties to Sellers, the Noteholders or the Certificateholder parties intend that Sellers shall have granted to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s Sellers' right, title and interest in and to the following property for Receivables and the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arisingOther Conveyed Property conveyed pursuant to Section 2.1 hereof, and that this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state State bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”):")

Intention of the Parties. (a) The execution and delivery of this ------------------------ Agreement shall constitute an acknowledgment by the Seller Sellers and the Issuer Purchaser that they intend that the assignment assignments and transfer transfers herein contemplated constitute a sale and/or contribution, transfer and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Sellers to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate Sellers' estates in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the SellerSellers. In the event that such conveyance is determined to be made as security for a loan made by Purchaser or the IssuerSecured Parties to Sellers, the Noteholders or the Certificateholder parties intend that Sellers shall have granted to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s Sellers' right, title and interest in and to the following property for Receivables and the benefit Other Conveyed Property conveyed pursuant to Section 3 of this Agreement and Section 2.1 of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arisingMaster Receivables Purchase Agreement, and that this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s 's estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s 's right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesproperty, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing "Purchase Agreement Collateral”"):

Intention of the Parties. The execution and delivery of this ------------------------ Agreement shall constitute an acknowledgment by the Seller Sellers and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Sellers to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate Sellers' estates in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the SellerSellers. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the SellerSellers, the Seller hereby grants parties intend that Sellers shall have granted to the Issuer Purchaser a security interest in all of the Seller’s Sellers' right, title and interest in and to the following property for Receivables and the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arisingOther Conveyed Property conveyed pursuant to Section 2.1 hereof, and that this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):law.

Intention of the Parties. (a) The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller Sellers and the Issuer Purchaser that they intend that the assignment assignments and transfer transfers herein contemplated constitute a sale and/or contribution, transfer and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Sellers to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate Sellers' estates in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the SellerSellers. In the event that such conveyance is determined to be made as security for a loan made by Purchaser or the IssuerSecured Parties to Sellers, the Noteholders or the Certificateholder parties intend that Sellers shall have granted to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s Sellers' right, title and interest in and to the following property for Receivables and the benefit Other Conveyed Property conveyed pursuant to Section 3 of this Agreement and Section 2.1 of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arisingMaster Receivables Purchase Agreement, and that this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller Originator and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Originator to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s Originator's estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, of or with respect to the SellerOriginator. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder Certificateholders to the SellerOriginator, the Seller hereby grants parties intend that Originator shall have granted to the Issuer Purchaser a first priority, perfected security interest in all of the Seller’s Originator's right, title and interest in and to the following property for Receivables and the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arisingOther Conveyed Property conveyed pursuant to Section 2.1 hereof, and that this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):shall have granted such security interest.

Intention of the Parties. The execution and delivery of ------------------------ this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s 's estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, of or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the parties intend that Seller hereby grants shall have granted to the Issuer Purchaser a first priority, perfected security interest in all of the Seller’s 's right, title and interest in and to the following property for Receivables and the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arisingOther Conveyed Property conveyed pursuant to Section 2.1 hereof, and that this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):shall have granted such security interest.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein or therein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesproperty, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):

Intention of the Parties. (a) The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the parties intend that Seller hereby grants shall have granted to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for Receivables and the benefit of the Issuer Secured PartiesOther Conveyed Property conveyed pursuant to Section 2.1 hereof, in each case, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables Mortgage Loans and the Other Conveyed Property, for non-tax purposes, Property conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that none of the Receivables Mortgage Loans and the Other Conveyed Property shall not be a part of the Seller’s 's estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to to, the Seller. In the event that such conveyance is determined to be made as security for a loan made by the IssuerPurchaser, the Noteholders Depositor, the Trustee, the Trust Administrator or the Certificateholder Certificateholders to the Seller, as applicable, the parties intend that the Seller hereby grants shall have granted to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for Mortgage Loans and the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arisingOther Conveyed Property conveyed pursuant to Section 2.1 hereof, and that this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment assignments and transfer transfers herein contemplated constitute a sale and/or contribution, transfer and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s 's estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to to, the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders Purchaser or the Certificateholder Secured Parties to the Seller, the parties intend that the Seller hereby grants shall have granted to the Issuer Purchaser a security interest in all of the Seller’s 's right, title and interest in and to the following property for Receivables and the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arisingOther Conveyed Property conveyed pursuant to Section 2.1 hereof, and that this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state State bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder Certificateholder[s] to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesproperty, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”):

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state State bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder Certificateholder[s] to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”):)

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s 's estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s 's right, title and interest in and to the following Receivables, the Other Conveyed Property and all other property for conveyed to the benefit of Purchaser by the Issuer Secured PartiesSeller pursuant to Section 2.1 hereof, in each case, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s 's estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s 's right, title and interest in and to the following Receivables, the Other Conveyed Property and all other property for conveyed to the benefit of Purchaser by the Issuer Secured PartiesSeller pursuant to Sections 2.1 and 2.2 hereof, in each case, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller OFL and the Issuer ORFC II that they intend that the assignment assignments and transfer transfers herein contemplated pursuant to each Assignment Agreement constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller OFL to the IssuerORFC II, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s OFL's estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Sellerto, OFL. In the event that such conveyance is determined to be made as security for a loan made by the IssuerORFC II, the Noteholders Trust, the Certificateholders or the Certificateholder Noteholders to the SellerOFL, the Seller hereby grants parties intend that OFL shall have granted to the Issuer ORFC II a security interest in all of the Seller’s OFL's right, title and interest in and to the following property for Receivables and the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, Other Conveyed Property conveyed pursuant to each Assignment Agreement and that this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s 's estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the parties intend that Seller hereby grants shall have granted to the Issuer Purchaser a security interest in all of the Seller’s 's right, title and interest in and to the following property for Receivables and the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arisingOther Conveyed Property conveyed pursuant to Section 2.1 hereof, and that this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):shall have granted such security interest.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following Receivables, the Other Conveyed Property and all other property for conveyed to the benefit of Purchaser by the Issuer Secured PartiesSeller pursuant to Sections 2.1 [and 2.2] hereof, in each case, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”):).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the each assignment and transfer herein contemplated constitute constitutes a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, Property related thereto conveying good title thereto free and clear of any Liensliens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property related thereto shall not be a part of the Seller’s 's estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to to, the Seller. In the event that any or all such conveyance is assignments and transfers are determined to be made as security for a loan made by the IssuerPurchaser to the Seller (or are otherwise determined not to be sales and assignments outright), the Noteholders or parties intend that the Certificateholder Seller shall have granted to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for Receivables and the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arisingOther Conveyed Property conveyed pursuant to Section 2.1, and that this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s 's estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, of or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the parties intend that Seller hereby grants shall have granted to the Issuer Purchaser a security interest in all of the Seller’s 's right, title and interest in and to the following property for Receivables and the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arisingOther Conveyed Property conveyed pursuant to Section 2.1 hereof, and that this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):shall have granted such security interest.

Intention of the Parties. The execution and delivery of ------------------------ this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the each assignment and transfer herein contemplated constitute constitutes a sale and assignment outright, and not for security, of the Receivables sold Contracts and Other Conveyed Property, for non-tax purposes, the other Collateral related thereto conveying good title thereto free and clear of any Liensliens, from the Seller to the IssuerPurchaser, and that the Receivables sold Contracts and the Other Conveyed Property other Collateral related thereto shall not be a part of the Seller’s 's estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to to, the Seller. In the event that any or all such conveyance is assignments and transfers are determined to be made as security for a loan made by the IssuerPurchaser to the Seller (or are otherwise determined not to be sales and assignments outright or contributions of capital), the Noteholders or parties intend that the Certificateholder Seller shall have granted to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for sold Contracts and the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arisingother Collateral conveyed pursuant to Section 2.1, and that this Agreement shall constitute a ----------- security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):law.

Intention of the Parties. The execution and delivery of ------------------------ this Agreement shall constitute an acknowledgment by the Seller Originator and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Originator to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s Originator's estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, of or with respect to the SellerOriginator. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder Certificateholders to the SellerOriginator, the Seller hereby grants parties intend that Originator shall have granted to the Issuer Purchaser a first priority, perfected security interest in all of the Seller’s Originator's right, title and interest in and to the following property for Receivables and the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arisingOther Conveyed Property conveyed pursuant to Section 2.1 hereof, and that this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):shall have granted such security interest.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesproperty, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables Mortgage Loans and the Other Conveyed Property, for non-tax purposes, Property conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that none of the Receivables Mortgage Loans and the Other Conveyed Property shall not be a part of the Seller’s 's estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to to, the Seller. In the event that such conveyance is determined to be made as security for a loan made by the IssuerPurchaser, the Noteholders Depositor, the Indenture Trustee, the Trust or the Certificateholder Noteholders to the Seller, as applicable, the parties intend that the Seller hereby grants shall have granted to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for Mortgage Loans and the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arisingOther Conveyed Property conveyed pursuant to Section 2.1 hereof, and that this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the parties intend that Seller hereby grants shall have granted to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following Receivables, the Other Conveyed Property and all other property for conveyed to the benefit of Purchaser by the Issuer Secured PartiesSeller pursuant to Sections 2.1 and 2.2 hereof, in each case, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state State bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder Certificateholder[s] to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”):