Assignment of Agreement. Trust Depositor has the right to assign its interest under this Agreement to the Issuer as may be required to effect the purposes of the Sale and Servicing Agreement, without further notice to, or consent of, Seller, and the Issuer shall succeed to such of the rights of Trust Depositor hereunder as shall be so assigned. Seller acknowledges that, pursuant to the Sale and Servicing Agreement, Trust Depositor will assign all of its right, title and interest in and to the Contract Assets and its right to exercise the remedies created by Section 5.01 hereof for breaches of representations and warranties of Seller contained in Sections 3.01, 3.02, 3.03 and 3.04 hereof to the Issuer and the Indenture Trustee for the benefit of the Noteholders. Seller agrees that, upon such assignment to the Issuer and the Indenture Trustee, such representations will run to and be for the benefit of the Issuer and the Indenture Trustee and the Issuer and the Indenture Trustee may enforce directly without joinder of Trust Depositor, the obligations of Seller set forth herein.
Appears in 37 contracts
Samples: Transfer and Sale Agreement (Harley-Davidson Motorcycle Trust 2011-2), Transfer and Sale Agreement (Harley-Davidson Motorcycle Trust 2011-2), Transfer and Sale Agreement (Harley-Davidson Motorcycle Trust 2011-1)
Assignment of Agreement. Trust Depositor has the right to assign its interest under this Agreement to the Issuer as may be required to effect the purposes of the Sale and Servicing Agreement, without further notice to, or consent of, Seller, and the Issuer shall succeed to such of the rights of Trust Depositor hereunder as shall be so assigned. Seller acknowledges that, that (i) pursuant to the Sale and Servicing Agreement, Trust Depositor will assign all of its right, title and interest in and to the Contract Assets and its right to exercise the remedies created by Section 5.01 hereof for breaches of representations and warranties of Seller contained in Sections 3.01, 3.02, 3.03 and 3.04 hereof to the Issuer and (ii) pursuant to the Indenture, the Issuer shall assign such rights to the Indenture Trustee for the benefit of the Noteholders. Seller agrees that, upon such assignment assignments to the Issuer and the Indenture Trustee, such representations will run to and be for the benefit of the Issuer and the Indenture Trustee and the Issuer and the Indenture Trustee may enforce directly directly, without joinder of Trust Depositor, the obligations of Seller set forth herein.
Appears in 12 contracts
Samples: Transfer and Sale Agreement (Harley-Davidson Motorcycle Trust 2015-2), Transfer and Sale Agreement (Harley-Davidson Motorcycle Trust 2015-2), Transfer and Sale Agreement (Harley-Davidson Customer Funding Corp.)
Assignment of Agreement. The Trust Depositor has the right to assign its interest under this Agreement to the Issuer Trust as may be required to effect the purposes of the Sale and Servicing Agreement, without further notice to, or consent of, the Seller, and the Issuer Trust shall succeed to such of the rights of the Trust Depositor hereunder as shall be so assigned. The Seller acknowledges that, that (i) pursuant to the Sale and Servicing Agreement, the Trust Depositor will assign all of its right, title and interest in and to the Contract Assets and its right to exercise the remedies created by Section 5.01 hereof for breaches of representations and warranties of the Seller contained in Sections 3.01, 3.02, 3.03 and 3.04 hereof to the Issuer Trust, and (ii) pursuant to the Indenture, the Trust shall assign such rights to the Indenture Trustee for the benefit of the Noteholders. The Seller agrees that, upon such assignment assignments to the Issuer Trust and the Indenture Trustee, such representations and warranties will run to and be for the benefit of the Issuer Trust and the Indenture Trustee and the Issuer Trust and the Indenture Trustee may enforce directly directly, without joinder of the Trust Depositor, the obligations of the Seller set forth herein.
Appears in 6 contracts
Samples: Transfer and Sale Agreement (Harley-Davidson Motorcycle Trust 2024-A), Transfer and Sale Agreement (Harley-Davidson Motorcycle Trust 2024-A), Transfer and Sale Agreement (Harley-Davidson Motorcycle Trust 2023-B)
Assignment of Agreement. The Trust Depositor has the right to assign its interest under this Agreement to the Issuer Trust as may be required to effect the purposes of the Sale and Servicing Agreement, without further notice to, or consent of, the Seller, and the Issuer Trust shall succeed to such of the rights of the Trust Depositor hereunder as shall be so assigned. The Seller acknowledges that, that (i) pursuant to the Sale and Servicing Agreement, the Trust Depositor will assign all of its right, title and interest in and to the Contract Assets and its right to exercise the remedies created by Section 5.01 hereof for breaches of representations and warranties of the Seller contained in Sections 3.01, 3.02, 3.03 and 3.04 hereof to the Issuer Trust and (ii) pursuant to the Indenture, the Trust shall assign such rights to the Indenture Trustee for the benefit of the Noteholders. The Seller agrees that, upon such assignment assignments to the Issuer Trust and the Indenture Trustee, such representations and warranties will run to and be for the benefit of the Issuer Trust and the Indenture Trustee and the Issuer Trust and the Indenture Trustee may enforce directly directly, without joinder of the Trust Depositor, the obligations of the Seller set forth herein.
Appears in 6 contracts
Samples: Transfer and Sale Agreement (Harley-Davidson Motorcycle Trust 2022-A), Transfer and Sale Agreement (Harley-Davidson Motorcycle Trust 2022-A), Transfer and Sale Agreement (Harley-Davidson Motorcycle Trust 2021-B)
Assignment of Agreement. Trust Depositor has the right to assign its interest under this Agreement to the Issuer Trust as may be required to effect the purposes of the Sale and Servicing Agreement, without further notice to, or consent of, Seller, and the Issuer Trust shall succeed to such of the rights of Trust Depositor hereunder as shall be so assigned. Seller acknowledges that, that (i) pursuant to the Sale and Servicing Agreement, Trust Depositor will assign all of its right, title and interest in and to the Contract Assets and its right to exercise the remedies created by Section 5.01 hereof for breaches of representations and warranties of Seller contained in Sections 3.01, 3.02, 3.03 and 3.04 hereof to the Issuer Trust and (ii) pursuant to the Indenture, the Trust shall assign such rights to the Indenture Trustee for the benefit of the Noteholders. Seller agrees that, upon such assignment assignments to the Issuer Trust and the Indenture Trustee, such representations and warranties will run to and be for the benefit of the Issuer Trust and the Indenture Trustee and the Issuer Trust and the Indenture Trustee may enforce directly directly, without joinder of Trust Depositor, the obligations of Seller set forth herein.
Appears in 4 contracts
Samples: Transfer and Sale Agreement (Harley-Davidson Motorcycle Trust 2020-A), Transfer and Sale Agreement (Harley-Davidson Motorcycle Trust 2020-A), Transfer and Sale Agreement (Harley-Davidson Motorcycle Trust 2019-A)