Common use of Transfers Intended as Sale; Security Interest Clause in Contracts

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments and conveyances rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of Receivables and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments sales and conveyances transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of Receivables and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, transfers and assignments and conveyances rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and the related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of the Receivables and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments sales and conveyances contributions rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables Transaction SUBI, the Transaction SUBI Certificate and related Transferred Assets the Seller’s rights under the SUBI Sale Agreement shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers contributions by the Seller of Receivables the Transaction SUBI and related Transferred Assets the Transaction SUBI Certificate and the beneficial interest in the Units allocated thereto hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivablesunderlying indebtedness.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, transfers assignments and conveyances rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of Receivables and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, transfers and assignments and conveyances rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and the related Transferred Purchased Assets shall not be part of the SellerBank’s estate in the event of a bankruptcy or insolvency of the SellerBank. The sales and transfers by the Seller Bank of the Receivables and the related Transferred Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the SellerBank, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller Bank are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments and conveyances contributions rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and the related Transferred Purchased Assets shall not be part of the SellerFTH LLC’s estate in the event of a bankruptcy or insolvency of the SellerFTH LLC. The sales and transfers by FTH LLC of the Seller of Receivables and the related Transferred Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the SellerFTH LLC, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller FTH LLC are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments sales and conveyances transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of Receivables and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of the representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments sales and conveyances transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of Receivables and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments and conveyances contributions rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and the related Bank Transferred Assets shall not be part of the SellerBank’s estate in the event of a bankruptcy or insolvency of the SellerBank. The sales and transfers by the Seller Bank of the Receivables and the related Bank Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the SellerBank, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller Bank are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments assignments, contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Purchased Assets shall not be part of the SellerBAC’s estate in the event of a bankruptcy or insolvency of the SellerBAC. The sales and transfers by BAC of the Seller of Receivables and related Transferred other Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the SellerBAC, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller BAC are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments assignments, contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Conveyed Assets shall not be part of the SellerIssuer’s estate in the event of a bankruptcy or insolvency of the SellerIssuer. The sales and transfers by the Seller Issuer of the Receivables and related Transferred other Conveyed Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the SellerIssuer, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller Issuer are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments sales and conveyances transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables listed on the Schedule of Receivables and related Transferred Purchased Assets shall not be part treated as property of the SellerDepositor’s estate in the event of a bankruptcy or insolvency of the SellerDepositor. The sales and transfers by the Seller Depositor of the Receivables and related Transferred Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the SellerDepositor, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller Depositor are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, transfers and assignments and conveyances rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Purchased Assets shall not be part of the SellerBank’s estate in the event of a bankruptcy or insolvency of the SellerBank. The sales and transfers by the Seller Bank of the Receivables and the related Transferred Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the SellerBank, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller Bank are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments sales and conveyances transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Assets shall not be part of the Seller’s 's estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of Receivables and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments and conveyances contributions rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and the related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of the Receivables and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments sales and conveyances transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables Contracts and related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of Receivables Contracts and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the ReceivablesContracts.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments and conveyances contributions rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Purchased Assets shall not be part of the SellerFTH LLC’s estate in the event of a bankruptcy or insolvency of the SellerFTH LLC. The sales and transfers by FTH LLC of the Seller of Receivables and related Transferred Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the SellerFTH LLC, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller FTH LLC are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments and conveyances contributions rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of the Receivables and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments sales and conveyances transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or 28 Sale and Servicing Agreement insolvency of the Seller. The sales and transfers by the Seller of Receivables and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments and conveyances contributions rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and the related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of the Receivables and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers transfer of the Purchased Property contemplated and effected under this Agreement are is a complete and absolute sales, transfers, assignments sale and conveyances transfer of the Purchased Property rather than pledges a pledge or assignments assignment of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Assets other Purchased Property shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales sale and transfers transfer by the Seller of Receivables and related Transferred Assets other Purchased Property hereunder are is and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments and conveyances contributions rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and the related Bank Transferred Assets shall not be part of the SellerBank’s estate in the event of a bankruptcy or insolvency of the SellerBank. The sales and transfers by the Seller Bank of the Receivables and the related Bank Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the SellerBank, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller Bank are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments sales and conveyances contributions rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention The sale and contribution of the parties hereto that Transaction SUBI, the Receivables Transaction SUBI Certificate, the Transaction SUBI Certificate and related Transferred Assets shall not be part of the Seller’s estate in rights under the event SUBI Sale Agreement shall be reflected on the Seller’s balance sheet and other financial statements as a sale and contribution of a bankruptcy or insolvency of assets by the Seller. The sales and transfers contributions by the Seller of Receivables the Transaction SUBI and related Transferred Assets the Transaction SUBI Certificate and the beneficial interest in the Units allocated thereto hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivablesunderlying indebtedness.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers transfer of the Purchased Property contemplated and effected under this Agreement are is a complete and absolute sales, transfers, assignments sale and conveyances transfer of the Purchased Property rather than pledges a pledge or assignments assignment of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Assets other Purchased Property shall not be part of the Seller’s 's estate in the event of a bankruptcy or insolvency of the Seller. The sales sale and transfers transfer by the Seller of Receivables and related Transferred Assets other Purchased Property hereunder are is and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments and conveyances contributions rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Bank Transferred Assets shall not be part of the SellerBank’s estate in the event of a bankruptcy or insolvency of the SellerBank. The sales and transfers by the Seller Bank of the Receivables and related the Bank Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the SellerBank, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller Bank are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments sales and conveyances transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or 28 Sale and Servicing Agreement (VALET 2013-1) insolvency of the Seller. The sales and transfers by the Seller of Receivables and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers transfer of the Transferred Assets contemplated and effected under this Agreement are is a complete and absolute sales, transfers, assignments sale and conveyances transfer of the Transferred Assets rather than pledges a pledge or assignments assignment of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related other Transferred Assets shall not be part of the Seller’s Depositor's estate in the event of a bankruptcy or insolvency of the SellerDepositor. The sales sale and transfers transfer by the Seller Depositor of Receivables and related other Transferred Assets hereunder are is and shall be without recourse to, or representation or warranty (express or implied) by, the SellerDepositor, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller Depositor are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments sales and conveyances transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or 29 Sale and Servicing Agreement (2013-5) insolvency of the Seller. The sales and transfers by the Seller of Receivables and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments sales and conveyances transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of Receivables and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach 28 of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments and conveyances contributions rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and the related Transferred Purchased Assets shall not be part of the SellerFTH LLC’s estate in the event of a bankruptcy or insolvency of the SellerFTH LLC. The sales and transfers by FTH LLC of the Seller of Receivables and related Transferred Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the SellerFTH LLC, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller FTH LLC are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments sales and conveyances transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Sold Assets shall not be part of the Seller’s Originator's estate in the event of a bankruptcy or insolvency of the SellerOriginator. The sales and transfers by the Seller Originator of the Receivables and related Transferred Sold Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the SellerOriginator, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller Originator are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments sales and conveyances contributions rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred [Originator] Sold Assets shall not be part of the Seller[Originator]’s estate in the event of a bankruptcy or insolvency of the Seller[Originator]. The sales and transfers by [Originator] of the Seller of Receivables and related Transferred [Originator] Sold Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller[Originator], except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller [Originator] are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments sales and conveyances transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of Receivables and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.. 28 Sale and Servicing Agreement

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments assignments, contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of Receivables and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments sales and conveyances transfers 29 Sale and Servicing Agreement (USAA 2010-1) rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of Receivables and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments and conveyances contributions rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Assets shall not be treated as part of the SellerDepositor’s estate in the event of a bankruptcy or insolvency of the SellerDepositor. The sales and transfers by the Seller Depositor of the Receivables and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the SellerDepositor, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller Depositor are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments and conveyances contributions rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Bank Transferred Assets shall not be part of the SellerBank’s estate in the event of a bankruptcy or insolvency of the SellerBank. The sales and transfers by the Seller Bank of the Receivables and the related Bank Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the SellerBank, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller Bank are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments sales and conveyances transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of Receivables and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.. Sale & Servicing Agreement (VALET 2008-1) 30

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments sales and conveyances contributions rather than pledges or assignments of only a security interest and shall be given effect as such for accounting and all other purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Assets Purchased Property shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of the Receivables and related Transferred Assets Purchased Property hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers transfer of the Transferred Assets contemplated and effected under this Agreement are is a complete and absolute sales, transfers, assignments sale and conveyances transfer of the Transferred Assets rather than pledges a pledge or assignments assignment of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related other Transferred Assets shall not be part of the SellerDepositor’s estate in the event of a bankruptcy or insolvency of the SellerDepositor. The sales sale and transfers transfer by the Seller Depositor of Receivables and related other Transferred Assets hereunder are is and shall be without recourse to, or representation or warranty (express or implied) by, the SellerDepositor, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller Depositor are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments sales and conveyances transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of Receivables and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty 26 2005-1 Sale & Servicing Agreement (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments and conveyances rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of Receivables and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments sales and conveyances transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of Receivables and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.. Sale Agreement (2006-G1)

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments assignments, contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Purchased Assets shall not be part of the SellerColonial’s estate in the event of a bankruptcy or insolvency of the SellerColonial. The sales and transfers by Colonial of the Seller of Receivables and related Transferred other Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the SellerColonial, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller Colonial are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments sales and conveyances transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Purchased Assets shall not be part of the SellerSunTrust’s estate in the event of a bankruptcy or insolvency of the SellerSunTrust. The sales and transfers by SunTrust of the Seller of Receivables and related Transferred Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the SellerSunTrust, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller SunTrust are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments and conveyances contributions rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Purchased Assets shall not be treated as part of the SellerBank’s estate in the event of a bankruptcy or insolvency of the SellerBank. The sales and transfers by the Seller Bank of the Receivables and related Transferred Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the SellerBank, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller Bank are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments sales and conveyances contributions rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred other Purchased Assets shall not be part of the SellerFTH LLC’s estate in the event of a bankruptcy or insolvency of the SellerFTH LLC. The sales and transfers by FTH LLC of the Seller of Receivables and related Transferred Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the SellerFTH LLC, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller FTH LLC are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.