CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under:
(i) the Contracts listed in the Schedule of Contracts;
(ii) all monies received under the Contracts on or after the Cut-Off Date;
(iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date;
(iv) the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment);
(v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account);
(vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances;
(vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract;
(viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Contracts; and
(ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Se...
CONVEYANCE OF CONTRACTS. Section 2.01.
CONVEYANCE OF CONTRACTS. 24 ARTICLE THREE
CONVEYANCE OF CONTRACTS. 21 SECTION 2.02. REPRESENTATIONS AND WARRANTIES OF THE SELLER..........................26 SECTION 2.03.
CONVEYANCE OF CONTRACTS. (a) GCC, as Contract Seller, concurrently with the execution and delivery hereof, does hereby transfer, sell, assign, set over and otherwise convey to the Trustee without recourse (i) all of its right, title and interest in and to the Contracts listed on the Contract Schedule, as amended from time to time, (including the security interests created thereby), including all principal of and interest due on or with respect to such Contracts on or after the Cut-Off Date (other than payments of principal and interest due on such Contracts before the Cut-Off Date), (ii) all of the rights under all Hazard Insurance Policies relating to the Manufactured Homes securing such Contracts for the benefit of the creditors under such Contracts, (iii) all documents contained in the Contract Files and in the Land Home Contract Files with respect to the related Contracts, and (iv) all proceeds of any of the foregoing. The ownership of each Contract and the contents of the related Contract File or Land Home Contract File, as applicable, and Servicing File are vested in the Trustee. The Servicer hereby disclaims any and all right, title and other ownership interest in and to the Contracts (including the security interests created thereby). The contents of each Contract File and, except as provided in Section 4.16(e), the contents of each Land Home Contract File, as applicable, and Servicing File are and shall be held by the Servicer for the benefit of the Trustee as the owner thereof (it being understood that the Servicer's possession of the contents of each Contract File or Land Home Contract File, as applicable, and Servicing File so retained is for the sole purpose of servicing the related Contract, and such retention and possession by the Servicer is in a custodial capacity only). Neither the Contract Seller nor the Servicer shall take any action inconsistent with the Trustee's ownership of the Contracts, and the Contract Seller and the Servicer shall promptly indicate to all inquiring parties that the Contracts have been sold, transferred, assigned, set over and conveyed to the Trustee and shall not claim any ownership interest in the Contracts.
(b) Although the parties intend that the conveyance of the Contract Seller's right, title and interest in and to the Contracts pursuant to this Agreement shall constitute a purchase and sale and not a loan, if such conveyances are deemed to be a loan, the parties intend that the rights and obligations of the parties to such loan sh...
CONVEYANCE OF CONTRACTS. 21 SECTION 2.02 Representations and Warranties of the Seller............................................ 27 SECTION 2.03
CONVEYANCE OF CONTRACTS. 26 Section 2.02 Filing and Assignment, Name Change or Relocation.................. 28
CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery to or upon the order of the Seller of $______ less the Spread Account Initial Deposit, effective upon the Closing Date, the Seller hereby sells, grants, transfers, assigns and otherwise conveys to the Issuer, without recourse (subject to the obligations herein), all of the right, title and interest of the Seller (exclusive of (i) the Retained Yield in respect of the Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under the Contracts (which Contracts shall be listed in the Schedule of Contracts), including, without limitation, all payments of Monthly P&I (exclusive of the Retained Yield, which shall be paid directly to the Seller as provided in Section 5.02(b)) due on or after October 1, 1999 (excluding the amount allocable to principal and interest due prior to October 1, 1999); all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after October 1, 1999 and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to October 1, 1999), and any and all security interests in the Financed Vehicles; the Contract Documents relating to the Contracts (except the Contract Documents for Contracts which have been the subject of a Full Prepayment received on or after October 1, 1999 but no later than one Business Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing, provided that $________________ of the principal amount of Contract number __________ is retained by the Seller.
(b) The Bank has filed or caused to be filed UCC-1 financing statements, executed by the Bank as debtor, naming WFS as secured party and describing the Contracts originated by the Bank and transferred to WFS on or prior to the Closing Date as collateral with the Office of the Secretary of State of the State of California. WFS has filed or caused to be filed UCC-1 financing statements executed by WFS as debtor, naming the Seller as secured party and describing the Contracts as collateral with the office of the Secretary of State of the State of Calif...
CONVEYANCE OF CONTRACTS. REPRESENTATIONS AND WARRANTIES OF THE SELLER
