Conveyance of Dealer Notes Sample Clauses

Conveyance of Dealer Notes. Upon the date on which each other Series is either no longer outstanding or the fully funded date has occurred with respect thereto, the Master Trust Trustee shall sell, assign and convey to the Seller or its designee, without recourse, representations or warranty, all right, title and interest of the Master Trust in the Dealer Notes, whether then existing or thereafter created, all security interests in the Financed Vehicles with respect thereto, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof except for amounts on deposit in the Collections Account that are allocable to Investor Certificates and amounts on deposit in any Series Account. The Master Trust Trustee shall execute and deliver such instruments of transfer and assignment, in each case without recourse, as shall be reasonably requested by the Seller to vest in the Seller or its designee all right, title and interest which the Master Trust had in all such property.
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Conveyance of Dealer Notes. (a) On the 1995 Trust Termination Date, the 1995 Trust Trustee, on behalf of the 1995 Trust, does hereby transfer, assign and otherwise convey to the Issuing Entity, without recourse, all right, title and interest of the 1995 Trust Trustee and the 1995 Trust in and to:
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Conveyance of Dealer Notes. 16 SECTION 7.02
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Conveyance of Dealer Notes. Upon the date on which each Series is either no longer outstanding or the fully funded date has occurred with respect thereto, the Master Trust Trustee shall sell, assign and convey to the Seller or its designee, without recourse, representations or warranty, all right, title and interest of the Master Trust in the Dealer Notes, whether then existing or thereafter created, all security interests in the Financed Vehicles with respect thereto, all monies
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Conveyance of Dealer Notes. 2 SECTION 2.01 Conveyance of Dealer Notes and Other Property 2 SECTION 2.02 Acceptance by the Issuing Entity 3 SECTION 2.03 Representations and Warranties of the Depositor Relating to the Depositor 3 SECTION 2.04 Representations and Warranties of the Depositor Relating to the Agreement and to the Dealer Notes 4 SECTION 2.05 Transfer of Ineligible Dealer Notes 5 SECTION 2.06 Purchase of Noteholders’ Interest 7 SECTION 2.07 Covenants of the Depositor 7 SECTION 2.08 Optional Removal of Dealers as Removed Dealers and Removal of Eligible Dealer Notes 7 SECTION 2.09 Removal of Dealer Notes of Ineligible Dealers 9 SECTION 2.10 Sale of Defaulted Dealer Notes 10 ARTICLE III ADMINISTRATION AND SERVICING OF DEALER NOTES 10 SECTION 3.01 Acceptance of Appointment and Other Matters Relating to Servicer 10 SECTION 3.02 Servicing Compensation 11 SECTION 3.03 Representations and Warranties of the Servicer 11 SECTION 3.04 Reports and Records for the Indenture Trustee 12 SECTION 3.05 Servicer Certificate 13 SECTION 3.06 Annual Independent Public Accountants’ Servicing Report 13 SECTION 3.07 Custody of Dealer Notes 13 SECTION 3.08 Covenants of the Servicer 14 SECTION 3.09 Successor Servicer Transition Expenses; Backup Servicing Fee; Backup Servicing Expenses 15
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Related to Conveyance of Dealer Notes

  • Conveyance of Receivables Issuance of Securities 1 Section 2.01 Conveyance of Receivables 1 Section 2.02 Acceptance by Issuing Entity 2 Section 2.03 Representations and Warranties as to the Receivables 3 Section 2.04 Repurchase of Receivables Upon Breach of Warranty 3 ARTICLE III THE DEPOSITOR 3 Section 3.01 Representations of the Depositor 3 Section 3.02 Liability of the Depositor 5 Section 3.03 Merger or Consolidation of, or Assumption of the Obligations of the Depositor; Amendment of Limited Liability Company Agreement. 5 Section 3.04 Limitation on Liability of the Depositor and Others 6 Section 3.05 The Depositor May Own Notes or Certificates 6 Section 3.06 Compliance with the FDIC Rule 6 ARTICLE IV MISCELLANEOUS PROVISIONS 7 Section 4.01 Amendment 7 Section 4.02 Protection of Title to Trust 8 Section 4.03 Notices 9 Section 4.04 GOVERNING LAW 9 Section 4.05 Severability of Provisions 9 Section 4.06 Assignment 9 Section 4.07 Third-Party Beneficiaries 9 Section 4.08 Separate Counterparts 10 Section 4.09 Headings and Cross-References 10 Section 4.10 Assignment to Indenture Trustee 10 Section 4.11 No Petition Covenants 10 Section 4.12 Limitation of Liability of Indenture Trustee and Owner Trustee 10 EXHIBIT A Schedule of Receivables EXHIBIT B Form of Second Step Receivables Assignment EXHIBIT C Additional Representations and Warranties APPENDIX A Definitions, Rules of Construction and Notices THIS TRUST SALE AGREEMENT is made as of October 30, 2013 between ALLY AUTO ASSETS LLC, a Delaware limited liability company (the “Depositor”), and ALLY AUTO RECEIVABLES TRUST 2013-2, a Delaware statutory trust (the “Issuing Entity”).

  • Sale of Notes and Securitization Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lender, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization including, without limitation, to:

  • Conveyance of the Receivables and the Other Conveyed Property to the Issuer Seller acknowledges that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Date. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement and the rights of Purchaser hereunder are intended to benefit the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer or the Purchaser to perform its respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

  • CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF THE CERTIFICATES Section 2.01 Conveyance of Mortgage Loans.................................. Section 2.02

  • Conveyance of the Receivables and the Other Conveyed Property (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”):

  • Conveyance of Receivables By execution of this Agreement, each Transferor does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and to become due and all amounts received with respect to all of the foregoing and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets to the Trustee, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such transfer, assignment, set-over or other conveyance.

  • Conveyance of Mortgage Loans Original Issuance of Certificates Section 2.01 Conveyance of Mortgage Loans. (See Section 2.01 of the Standard Terms)

  • Conveyance of the Receivables AND THE OTHER CONVEYED PROPERTY

  • Incidents of Sale of Equipment Notes Upon any sale of all or any part of the Equipment Notes made either under the power of sale given under this Agreement or otherwise for the enforcement of this Agreement, the following shall be applicable:

  • Issuance of Notes The Owner Trustee is hereby authorized and directed on behalf of the Trust to execute, issue and deliver the Notes pursuant to the Indenture.

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