Common use of Intent; Savings Clause Clause in Contracts

Intent; Savings Clause. It is the intention of the Depositor and the Issuer that (i) the sale and assignment pursuant to Section 2.1 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Depositor to the Issuer and (ii) the Second-Tier Assets not be a part of the Depositor’s estate in the event of a bankruptcy or insolvency of the Depositor. If, notwithstanding the intention of the Depositor and the Issuer, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor Grants, and the parties intend that the Depositor Grants, to the Issuer a security interest in the Second-Tier Assets and the performance by the Depositor of the obligation by the Depositor to pay to the Issuer all amounts received with respect to the 2013-B Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Issuer will have all of the rights and remedies of a secured party and creditor under the UCC.

Intent; Savings Clause. It is the intention of the Depositor Seller and the Issuer Depositor that (i) the sale and assignment pursuant to Section 2.1 constitute constitutes an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Depositor Seller to the Issuer Depositor and (ii) the SecondFirst-Tier Assets not be a part of the DepositorSeller’s estate in the event of a bankruptcy or insolvency of the DepositorSeller. If, notwithstanding the intention of the Depositor Seller and the IssuerDepositor, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor GrantsSeller grants, and the parties intend that the Depositor GrantsSeller grants, to the Issuer Depositor a security interest in the SecondFirst-Tier Assets and the performance by the Depositor Seller of the obligation by the Depositor Seller to pay to the Issuer Depositor all amounts received with respect to the 20132011-B A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Issuer Depositor will have all of the rights and remedies of a secured party and creditor under the UCC.

Intent; Savings Clause. It is the intention of the Depositor and the Issuer that (i) the sale and assignment pursuant to under Section 2.1 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Depositor to the Issuer and (ii) the Second-Tier Assets not be a part of the Depositor’s estate in the event of a bankruptcy or insolvency of the Depositor. If, notwithstanding the intention of the Depositor and the Issuer, such the sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor Grants, and the parties intend that the Depositor Grants, to the Issuer a security interest in the Second-Tier Assets and the performance by the Depositor of the obligation by the Depositor to pay to the Issuer all amounts received with respect to on the 20132015-B Exchange Note, and in such that event, this Agreement will constitute a security agreement under applicable law and the Issuer will have all of the rights and remedies of a secured party and creditor under the UCC.

Intent; Savings Clause. It is the intention of the Depositor and the Issuer parties hereto that (i) the sale and assignment pursuant to Section 2.1 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 2021-A Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Depositor Seller to the Issuer Purchaser and (ii) the Second-Tier Assets not be a part of the DepositorSeller’s estate in the event of a bankruptcy or insolvency of the DepositorSeller. If, notwithstanding the intention of the Depositor and the Issuerparties hereto, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor GrantsSeller grants, and the parties intend that the Depositor GrantsSeller grants, to the Issuer Purchaser a security interest in the Second-Tier Assets and the performance by the Depositor Seller of the obligation by the Depositor Seller to pay to the Issuer Purchaser all amounts received with respect to the 20132021-B A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law Applicable Law and the Issuer Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC.. ARTICLE THREE

Intent; Savings Clause. It is the intention of the Depositor and the Issuer that (i) the sale and assignment pursuant to under Section 2.1 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Depositor to the Issuer and (ii) the Second-Tier Assets not be a part of the Depositor’s estate in the event of a bankruptcy or insolvency of the Depositor. If, notwithstanding the intention of the Depositor and the Issuer, such the sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor Grants, and the parties intend that the Depositor Grants, to the Issuer a security interest in the Second-Tier Assets and the performance by the Depositor of the obligation by the Depositor to pay to the Issuer all amounts received with respect to on the 20132014-B Exchange Note, and in such that event, this Agreement will constitute a security agreement under applicable law and the Issuer will have all of the rights and remedies of a secured party and creditor under the UCC.

Intent; Savings Clause. It is the intention of the Depositor and the Issuer parties hereto that (i) the sale and assignment pursuant to Section 2.1 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 2012-A Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Depositor Seller to the Issuer Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the DepositorSeller’s estate in the event of a bankruptcy or insolvency of the DepositorSeller. If, notwithstanding the intention of the Depositor and the Issuerparties hereto, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor GrantsSeller grants, and the parties intend that the Depositor GrantsSeller grants, to the Issuer Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Depositor Seller of the obligation by the Depositor Seller to pay to the Issuer Purchaser all amounts received with respect to the 20132012-B A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Issuer Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC.. ARTICLE THREE

Intent; Savings Clause. It is the intention of the Depositor and the Issuer parties hereto that (i) the sale and assignment pursuant to Section 2.1 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 2019-A Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Depositor Seller to the Issuer Purchaser and (ii) the Second-Tier Assets not be a part of the DepositorSeller’s estate in the event of a bankruptcy or insolvency of the DepositorSeller. If, notwithstanding the intention of the Depositor and the Issuerparties hereto, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor GrantsSeller grants, and the parties intend that the Depositor GrantsSeller grants, to the Issuer Purchaser a security interest in the Second-Tier Assets and the performance by the Depositor Seller of the obligation by the Depositor Seller to pay to the Issuer Purchaser all amounts received with respect to the 20132019-B A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Issuer Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC.. ARTICLE THREE

Intent; Savings Clause. It is the intention of the Depositor and the Issuer that (i) the sale and assignment pursuant to under Section 2.1 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Depositor to the Issuer and (ii) the Second-Tier Assets not be a part of the Depositor’s estate in the event of a bankruptcy or insolvency of the Depositor. If, notwithstanding the intention of the Depositor and the Issuer, such the sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor Grants, and the parties intend that the Depositor Grants, to the Issuer a security interest in the Second-Tier Assets and the performance by the Depositor of the obligation by the Depositor to pay to the Issuer all amounts received with respect to on the 20132015-B A Exchange Note, and in such that event, this Agreement will constitute a security agreement under applicable law and the Issuer will have all of the rights and remedies of a secured party and creditor under the UCC.

Intent; Savings Clause. It is the intention of the Depositor Seller and the Issuer Depositor that (i) the sale and assignment pursuant to Section 2.1 constitute constitutes an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Depositor Seller to the Issuer Depositor and (ii) the SecondFirst-Tier Assets not be a part of the DepositorSeller’s estate in the event of a bankruptcy or insolvency of the DepositorSeller. If, notwithstanding the intention of the Depositor Seller and the IssuerDepositor, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor GrantsSeller grants, and the parties intend that the Depositor GrantsSeller grants, to the Issuer Depositor a security interest in the SecondFirst-Tier Assets and the performance by the Depositor Seller of the obligation by the Depositor Seller to pay to the Issuer Depositor all amounts received with respect to the 20132011-B Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Issuer Depositor will have all of the rights and remedies of a secured party and creditor under the UCC.

Intent; Savings Clause. It is the intention of the Depositor and the Issuer that (i) the sale and assignment pursuant to Section 2.1 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Depositor to the Issuer and (ii) the Second-Tier Assets not be a part of the Depositor’s estate in the event of a bankruptcy or insolvency of the Depositor. If, notwithstanding the intention of the Depositor and the Issuer, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor Grants, and the parties intend that the Depositor Grants, to the Issuer a security interest in the Second-Tier Assets and the performance by the Depositor of the obligation by the Depositor to pay to the Issuer all amounts received with respect to the 2013-B A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Issuer will have all of the rights and remedies of a secured party and creditor under the UCC.

Intent; Savings Clause. It is the intention of the Depositor and the Issuer parties hereto that (i) the sale and assignment pursuant to Section 2.1 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 2019-B Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Depositor Seller to the Issuer Purchaser and (ii) the Second-Tier Assets not be a part of the DepositorSeller’s estate in the event of a bankruptcy or insolvency of the DepositorSeller. If, notwithstanding the intention of the Depositor and the Issuerparties hereto, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor GrantsSeller grants, and the parties intend that the Depositor GrantsSeller grants, to the Issuer Purchaser a security interest in the Second-Tier Assets and the performance by the Depositor Seller of the obligation by the Depositor Seller to pay to the Issuer Purchaser all amounts received with respect to the 20132019-B Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Issuer Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC.. ARTICLE THREE

Intent; Savings Clause. It is the intention of the Depositor and the Issuer parties hereto that (i) the sale and assignment pursuant to Section 2.1 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 2016-B Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Depositor Seller to the Issuer Purchaser and (ii) the Second-Tier Assets not be a part of the DepositorSeller’s estate in the event of a bankruptcy or insolvency of the DepositorSeller. If, notwithstanding the intention of the Depositor and the Issuerparties hereto, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor GrantsSeller grants, and the parties intend that the Depositor GrantsSeller grants, to the Issuer Purchaser a security interest in the Second-Tier Assets and the performance by the Depositor Seller of the obligation by the Depositor Seller to pay to the Issuer Purchaser all amounts received with respect to the 20132016-B Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Issuer Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC.

Intent; Savings Clause. It is the intention of the Depositor and the Issuer that (i) the sale and assignment pursuant to Section 2.1 constitute constitutes an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Depositor to the Issuer and (ii) the Second-Tier Assets not be a part of the Depositor’s estate in the event of a bankruptcy or insolvency of the Depositor. If, notwithstanding the intention of the Depositor and the Issuer, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor Grantsgrants, and the parties intend that the Depositor Grantsgrants, to the Issuer a security interest in the Second-Tier Assets and the performance by the Depositor of the obligation by the Depositor to pay to the Issuer all amounts received with respect to the 20132011-B Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Issuer will have all of the rights and remedies of a secured party and creditor under the UCC.

Intent; Savings Clause. It is the intention of the Depositor and the Issuer parties hereto that (i) the sale and assignment pursuant to Section 2.1 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 2021-A Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Depositor Seller to the Issuer Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the DepositorSeller’s estate in the event of a bankruptcy or insolvency of the DepositorSeller. If, notwithstanding the intention of the Depositor and the Issuerparties hereto, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor GrantsSeller grants, and the parties intend that the Depositor GrantsSeller grants, to the Issuer Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Depositor Seller of the obligation by the Depositor Seller to pay to the Issuer Purchaser all amounts received with respect to the 20132021-B A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law Applicable Law and the Issuer Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC.. ARTICLE THREE

Intent; Savings Clause. It is the intention of the Depositor and the Issuer parties hereto that (i) the sale and assignment pursuant to Section 2.1 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 2019-A Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Depositor Seller to the Issuer Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the DepositorSeller’s estate in the event of a bankruptcy or insolvency of the DepositorSeller. If, notwithstanding the intention of the Depositor and the Issuerparties hereto, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor GrantsSeller grants, and the parties intend that the Depositor GrantsSeller grants, to the Issuer Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Depositor Seller of the obligation by the Depositor Seller to pay to the Issuer Purchaser all amounts received with respect to the 20132019-B A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Issuer Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC.. ARTICLE THREE

Intent; Savings Clause. It is the intention of the Depositor and the Issuer parties hereto that (i) the sale and assignment pursuant to Section 2.1 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Depositor Seller to the Issuer Purchaser and (ii) the Second-Tier Assets not be a part of the DepositorSeller’s estate in the event of a bankruptcy or insolvency of the DepositorSeller. If, notwithstanding the intention of the Depositor and the Issuerparties hereto, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor GrantsSeller grants, and the parties intend that the Depositor GrantsSeller grants, to the Issuer Purchaser a security interest in the Second-Tier Assets and the performance by the Depositor Seller of the obligation by the Depositor Seller to pay to the Issuer Purchaser all amounts received with respect to the 2013-B 20[__]-[__] Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Issuer Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC.. ARTICLE THREE

Intent; Savings Clause. It is the intention of the Depositor and the Issuer parties hereto that (i) the sale and assignment pursuant to Section 2.1 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 2016-B Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Depositor Seller to the Issuer Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the DepositorSeller’s estate in the event of a bankruptcy or insolvency of the DepositorSeller. If, notwithstanding the intention of the Depositor and the Issuerparties hereto, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor GrantsSeller grants, and the parties intend that the Depositor GrantsSeller grants, to the Issuer Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Depositor Seller of the obligation by the Depositor Seller to pay to the Issuer Purchaser all amounts received with respect to the 20132016-B Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Issuer Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC.

Intent; Savings Clause. It is the intention of the Depositor and the Issuer that (i) the sale and assignment pursuant to Section 2.1 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Depositor to the Issuer and (ii) the Second-Tier Assets not be a part of the Depositor’s estate in the event of a bankruptcy or insolvency of the Depositor. If, notwithstanding the intention of the Depositor and the Issuer, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor Grants, and the parties intend that the Depositor Grants, to the Issuer a security interest in the Second-Tier Assets and the performance by the Depositor of the obligation by the Depositor to pay to the Issuer all amounts received with respect to the 20132014-B A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Issuer will have all of the rights and remedies of a secured party and creditor under the UCC.

Intent; Savings Clause. It is the intention of the Depositor and the Issuer that (i) the sale and assignment pursuant to Section 2.1 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Depositor to the Issuer and (ii) the Second-Tier Assets not be a part of the Depositor’s estate in the event of a bankruptcy or insolvency of the Depositor. If, notwithstanding the intention of the Depositor and the Issuer, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor Grants, and the parties intend that the Depositor Grants, to the Issuer a security interest in the Second-Tier Assets and the performance by the Depositor of the obligation by the Depositor to pay to the Issuer all amounts received with respect to the 20132012-B A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Issuer will have all of the rights and remedies of a secured party and creditor under the UCC.

Intent; Savings Clause. It is the intention of the Depositor and the Issuer that (i) the sale and assignment pursuant to Section 2.1 constitute constitutes an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Depositor to the Issuer and (ii) the Second-Tier Assets not be a part of the Depositor’s estate in the event of a bankruptcy or insolvency of the Depositor. If, notwithstanding the intention of the Depositor and the Issuer, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor Grantsgrants, and the parties intend that the Depositor Grantsgrants, to the Issuer a security interest in the Second-Tier Assets and the performance by the Depositor of the obligation by the Depositor to pay to the Issuer all amounts received with respect to the 20132011-B A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Issuer will have all of the rights and remedies of a secured party and creditor under the UCC.

Intent; Savings Clause. It is the intention of the Depositor and the Issuer parties hereto that (i) the sale and assignment pursuant to Section 2.1 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 2016-A Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Depositor Seller to the Issuer Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the DepositorSeller’s estate in the event of a bankruptcy or insolvency of the DepositorSeller. If, notwithstanding the intention of the Depositor and the Issuerparties hereto, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor GrantsSeller grants, and the parties intend that the Depositor GrantsSeller grants, to the Issuer Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Depositor Seller of the obligation by the Depositor Seller to pay to the Issuer Purchaser all amounts received with respect to the 20132016-B A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Issuer Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC.

Intent; Savings Clause. It is the intention of the Depositor and the Issuer that (i) the sale and assignment pursuant to Section 2.1 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Depositor to the Issuer and (ii) the Second-Tier Assets not be a part of the Depositor’s estate in the event of a bankruptcy or insolvency of the Depositor. If, notwithstanding the intention of the Depositor and the Issuer, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor Grants, and the parties intend that the Depositor Grants, to the Issuer a security interest in the Second-Tier Assets and the performance by the Depositor of the obligation by the Depositor to pay to the Issuer all amounts received with respect to the 20132012-B Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Issuer will have all of the rights and remedies of a secured party and creditor under the UCC.

Intent; Savings Clause. It is the intention of the Depositor and the Issuer parties hereto that (i) the sale and assignment pursuant to Section 2.1 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 2018-A Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Depositor Seller to the Issuer Purchaser and (ii) the Second-Tier Assets not be a part of the DepositorSeller’s estate in the event of a bankruptcy or insolvency of the DepositorSeller. If, notwithstanding the intention of the Depositor and the Issuerparties hereto, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor GrantsSeller grants, and the parties intend that the Depositor GrantsSeller grants, to the Issuer Purchaser a security interest in the Second-Tier Assets and the performance by the Depositor Seller of the obligation by the Depositor Seller to pay to the Issuer Purchaser all amounts received with respect to the 20132018-B A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Issuer Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC.. ARTICLE THREE

Intent; Savings Clause. It is the intention of the Depositor and the Issuer that (i) the sale and assignment pursuant to under Section 2.1 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Depositor to the Issuer and (ii) the Second-Tier Assets not be a part of the Depositor’s estate in the event of a bankruptcy or insolvency of the Depositor. If, notwithstanding the intention of the Depositor and the Issuer, such the sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor Grants, and the parties intend that the Depositor Grants, to the Issuer a security interest in the Second-Tier Assets and the performance by the Depositor of the obligation by the Depositor to pay to the Issuer all amounts received with respect to on the 2013-B 20__-_ Exchange Note, and in such that event, this Agreement will constitute a security agreement under applicable law and the Issuer will have all of the rights and remedies of a secured party and creditor under the UCC.

Intent; Savings Clause. It is the intention of the Depositor and the Issuer that (i) the sale and assignment pursuant to Section 2.1 constitute constitutes an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Depositor to the Issuer and (ii) the Second-Tier Assets not be a part of the Depositor’s estate in the event of a bankruptcy or insolvency of the Depositor. If, notwithstanding the intention of the Depositor and the Issuer, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor Grantsgrants, and the parties intend that the Depositor Grantsgrants, to the Issuer a security interest in the Second-Tier Assets and the performance by the Depositor of the obligation by the Depositor to pay to the Issuer all amounts received with respect to the 2013-B 20_-_ Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Issuer will have all of the rights and remedies of a secured party and creditor under the UCC.

Intent; Savings Clause. It is the intention of the Depositor and the Issuer parties hereto that (i) the sale and assignment pursuant to Section 2.1 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[_] Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Depositor Seller to the Issuer Purchaser and (ii) the Second-Tier Assets not be a part of the DepositorSeller’s estate in the event of a bankruptcy or insolvency of the DepositorSeller. If, notwithstanding the intention of the Depositor and the Issuerparties hereto, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor GrantsSeller grants, and the parties intend that the Depositor GrantsSeller grants, to the Issuer Purchaser a security interest in the Second-Tier Assets and the performance by the Depositor Seller of the obligation by the Depositor Seller to pay to the Issuer Purchaser all amounts received with respect to the 2013-B 20[__]-[_] Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Issuer Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC.. ARTICLE THREE