Common use of Conveyance of Receivables and Accounts Clause in Contracts

Conveyance of Receivables and Accounts. (a) The Buyer does hereby transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty on and after the Removal Date, all right, title and interest of the Trust in, to and under all [Receivables now existing at the close of business on the Removal Date and thereafter created from time to time until the termination of the Trust in Removed Accounts designated hereby, all Collateral Security thereof, the related Floorplan Rights, all monies due or to become due and all amounts received with respect thereto (including all Non-Principal Receivables), all proceeds (as defined in Section 9-306 of the UCC as in effect in the State of Missouri [Georgia] and Recoveries) thereof relating thereto][in the case of Removed Accounts which are to be removed pursuant to Section 2.7 of the Receivables Contribution and Sale Agreement and which were not Ineligible Accounts at the time they were originally designated as Accounts, replace the immediately preceding bracketed text with the following: the Removed Accounts but not any right, title and interest of the Trust in, to and under (i) any Receivables existing as of the Removal Date in Removed Accounts designated hereby, (ii) all Collateral Security relating to such Receivables, (iii) the related Floorplan Rights, (iv) all monies due or to become due and all amounts received with respect to such Receivables (including all Non-Principal Receivables), (v) all proceeds (as defined in Section 9-306 of the UCC as in effect in the State of Missouri [Georgia] and Recoveries) thereof relating to such Receivables, it being understood that the items described in clauses (i)-(v) will continue to be Trust Assets] . (b) If requested by the Seller, in connection with such transfer, the Buyer agrees to execute and deliver to the Seller, on or prior to the date of this Reassignment, a termination statement with respect to the Receivables existing at the close of business on the Removal Date and thereafter created from time to time and Collateral Security thereof in the Removed Accounts reassigned hereby (which may be a single termination statement with respect to all such Receivables and Collateral Security) evidencing the release by the Trust of its lien on the Receivables in the Removed Accounts and the Collateral Security, and meeting the requirements of applicable state law, in such manner and such jurisdictions as are necessary to remove such lien.

Conveyance of Receivables and Accounts. (a) The Buyer does hereby transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty on and after the Removal Date, all right, title and interest of the Trust in, to and under all [Receivables now existing at the close of business on the Removal Date and thereafter created from time to time until the termination of the Trust in Removed Accounts designated hereby, all Collateral Security thereof, the related Floorplan Rights, all monies due or to become due and all amounts received with respect thereto (including all Non-Principal Receivables), all proceeds (as defined in Section 9-306 of the UCC as in effect in the State of Missouri [Georgia] and Recoveries) thereof relating thereto][in the case of Removed Accounts which are to be removed pursuant to Section 2.7 of the Receivables Contribution and Sale Agreement and which were not Ineligible Accounts at the time they were originally designated as Accounts, replace the immediately preceding bracketed text with the following: the Removed Accounts but not any right, title and interest of the Trust in, to and under (i) any Receivables existing as of the Removal Date in Removed Accounts designated hereby, (ii) all Collateral Security relating to such Receivables, (iii) the related Floorplan Rights, (iv) all monies due or to become due and all amounts received with respect to such Receivables (including all Non-Principal Receivables), (v) all proceeds (as defined in Section 9-306 of the UCC as in effect in the State of Missouri [Georgia] and Recoveries) thereof relating to such Receivables, it being understood that the items described in clauses (i)-(v) will continue to be Trust Assets] . (b) If requested by the Seller, in connection with such transfer, the Buyer agrees to execute and deliver to the Seller, on or prior to the date of this Reassignment, a termination statement with respect to the Receivables existing at the close of business on the Removal Date and thereafter created from time to time and Collateral Security thereof in the Removed Accounts reassigned hereby (which may be a single termination statement with respect to all such Receivables and Collateral Security) evidencing the release by the Trust of its lien on the Receivables in the Removed Accounts and the Collateral Security, and meeting the requirements of applicable state law, in such manner and such jurisdictions as are necessary to remove such lien.

Conveyance of Receivables and Accounts. (a) The Buyer Trustee does hereby transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty on and after the Removal Date, all right, title and interest of the Trust in, to and under all [in the case of Removed Accounts which were Ineligible Accounts at the time they were originally designated as Accounts, use the following language: Receivables now existing at the close of business on the Removal Date and thereafter created from time to time until the termination of the Trust in Removed Accounts designated hereby, all Collateral Security thereof, the related Floorplan Rights, all monies due or to become due and all amounts received with respect thereto (including all Non-Principal Receivables), all proceeds (as defined in Section 9-306 of the UCC as in effect in the State of Missouri [Georgia] Missouri) and Recoveries) Recoveries thereof relating thereto][in thereto] [in the case of Removed Accounts which are to be removed pursuant to Section 2.7 of the Receivables Contribution and Sale Agreement and which were not Ineligible Accounts at the time they were originally designated as Accounts, replace the immediately preceding bracketed text with the following: the Removed Accounts but not any right, title and interest of the Trust in, to and under (i) any all Receivables existing as at the close of business on the Removal Date in Removed Accounts designated hereby, (ii) all Collateral Security relating to such Receivables, (iii) the related Floorplan Rights, (iv) all monies due or to become due and all amounts received with respect to such Receivables (including all Non-Principal Receivables), (viv) all proceeds (as defined in Section 9-306 of the UCC as in effect in the State of Missouri [Georgia] Missouri) of such Receivables and Recoveries(v) thereof all Recoveries of such Receivables relating to such Receivablesthereto, it being understood that the items described in clauses (i)-(v) will shall continue to be Trust Assets] ]. (b) If requested by the Seller, in connection with such transfer, the Buyer Trustee agrees to execute and deliver to the Seller, Seller on or prior to the date of this Reassignment, a termination statement under the UCC of each applicable jurisdiction with respect to the Receivables existing at the close of business on the Removal Date and thereafter created from time to time and Collateral Security thereof in the Removed Accounts reassigned hereby (which may be a single termination statement with respect to all such Receivables and Collateral Security) evidencing the release by the Trust of its lien on the Receivables in the Removed Accounts and the Collateral Security, and meeting the requirements of applicable state law, in such manner and such jurisdictions as are necessary to remove such lien.

Conveyance of Receivables and Accounts. (a) The Buyer a. VDF does hereby transfer, assign, set over and otherwise convey to the SellerVCI, without recourse, representation or warranty on and after the Removal [and Reassignment] [Note: Include preceding if the removal is with then existing Receivables.][Commencement] [Note: Include preceding if the removal is without then existing Receivables.] Date, all right, title and interest of VDF and the Trust in, to and under all Receivables [Receivables now existing at the close of business on the Removal Date and Reassignment Date] [Note: Include preceding if the removal is with then existing Receivables.] [arising on such date] [Note: Include preceding if the removal is without then existing Receivables.] and thereafter created from time to time until the termination of the Trust in Removed Accounts designated hereby, all Collateral Security thereof, the related Floorplan Rights, all monies due or to become due and all amounts received with respect thereto (including all Non-Principal Receivables), all proceeds (as defined in Section 9-306 102 of the UCC as in effect in the State of Missouri [Georgia] UCC) and Recoveries) thereof relating thereto][in the case of Removed Accounts which are to be removed pursuant to Section 2.7 of the Receivables Contribution and Sale Agreement and which were not Ineligible Accounts at the time they were originally designated as Accounts, replace the immediately preceding bracketed text with the following: the Removed Accounts but not any right, title and interest of the Trust in, to and under (i) any Receivables existing as of the Removal Date in Removed Accounts designated hereby, (ii) all Collateral Security relating to such Receivables, (iii) the related Floorplan Rights, (iv) all monies due or to become due and all amounts received with respect to such Receivables (including all Non-Principal Receivables), (v) all proceeds (as defined in Section 9-306 of the UCC as in effect in the State of Missouri [Georgia] and Recoveries) thereof relating to such Receivables, it being understood that the items described in clauses (i)-(v) will continue to be Trust Assets] Recoveries thereof. (b) b. If requested by the SellerVCI, in connection with such transfer, the Buyer VDF agrees to execute and deliver to the Seller, VCI on or prior to the date of this Reassignment, a termination statement or release with respect to the Receivables [existing at the close of business on the Removal Date and Reassignment Date] [Note: Include preceding if the removal is with then existing Receivables.] [arising on the Removal Commencement Date] [Note: Include preceding if the removal is without then existing Receivables.] and thereafter created from time to time and Collateral Security thereof in the Removed Accounts reassigned hereby (which may be a single termination statement with respect to all such Receivables and Collateral Security) evidencing the release by the Trust VDF of its lien on the such Receivables in the Removed Accounts and the Collateral Security, and meeting the requirements of applicable state law, in such manner and such jurisdictions as are necessary to remove such lien.

Conveyance of Receivables and Accounts. (a) The Buyer Trustee does hereby -------------------------------------- transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty on and after the Removal Date, all right, title and interest of the Trust in, to and under all [Receivables now existing at the close of business on the Removal Date and thereafter created from time to time until the termination of the Trust in Removed Accounts designated hereby, all Collateral Security thereof, the related Floorplan Rights, all monies due or to become due and all amounts received with respect thereto (including all Non-Principal Receivables), all proceeds (as defined in Section 9-306 of the UCC as in effect in the State of Missouri [Georgia] Missouri) and Recoveries) Recoveries thereof relating thereto][in thereto] [in the case of Removed Accounts which are to be removed pursuant to Section 2.7 2.8 of the Receivables Contribution and Sale Agreement and which were not Ineligible Accounts at the time they were originally designated as Accounts, replace the immediately preceding bracketed text with the following: the Removed Accounts but not any right, title and interest of the Trust in, to and under (i) any all Receivables existing as at the close of business on the Removal Date in Removed Accounts designated hereby, (ii) all Collateral Security relating to such Receivables, (iii) the related Floorplan Rights, (iv) all monies due or to become due and all amounts received with respect to such Receivables (including all Non-Non- Principal Receivables), (viv) all proceeds (as defined in Section 9-306 of the UCC as in effect in the State of Missouri [Georgia] Missouri) of such Receivables and Recoveries(v) thereof all Recoveries of such Receivables relating to such Receivablesthereto, it being understood that the items described in clauses (i)-(v) will continue to be Trust Assets] ]. (b) If requested by the Seller, in connection with such transfer, the Buyer agrees to execute and deliver to the Seller, on or prior to the date of this Reassignment, a termination statement with respect to the Receivables existing at the close of business on the Removal Date and thereafter created from time to time and Collateral Security thereof in the Removed Accounts reassigned hereby (which may be a single termination statement with respect to all such Receivables and Collateral Security) evidencing the release by the Trust of its lien on the Receivables in the Removed Accounts and the Collateral Security, and meeting the requirements of applicable state law, in such manner and such jurisdictions as are necessary to remove such lien.

Conveyance of Receivables and Accounts. (a) The Buyer does hereby -------------------------------------- transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty on and after the Removal Date, all right, title and interest of the Trust in, to and under all [Receivables now existing at the close of business on the Removal Date and thereafter created from time to time until the termination of the Trust in Removed Accounts designated hereby, all Collateral Security thereof, the related Floorplan Rights, all monies due or to become due and all amounts received with respect thereto (including all Non-Non- Principal Receivables), all proceeds (as defined in Section 9-306 of the UCC as in effect in the State of Missouri [Georgia] and Recoveries) thereof relating thereto][in the case of Removed Accounts which are to be removed pursuant to Section 2.7 of the Receivables Contribution and Sale Agreement and which were not Ineligible Accounts at the time they were originally designated as Accounts, replace the immediately preceding bracketed text with the following: the Removed Accounts but not any right, title and interest of the Trust in, to and under (i) any Receivables existing as of the Removal Date in Removed Accounts designated hereby, (ii) all Collateral Security relating to such Receivables, (iii) the related Floorplan Rights, (iv) all monies due or to become due and all amounts received with respect to such Receivables (including all Non-Principal Receivables), (v) all proceeds (as defined in Section 9-306 of the UCC as in effect in the State of Missouri [Georgia] and Recoveries) thereof relating to such Receivables, it being understood that the items described in clauses (i)-(vi)- (v) will continue to be Trust Assets] . (b) If requested by the Seller, in connection with such transfer, the Buyer agrees to execute and deliver to the Seller, on or prior to the date of this Reassignment, a termination statement with respect to the Receivables existing at the close of business on the Removal Date and thereafter created from time to time and Collateral Security thereof in the Removed Accounts reassigned hereby (which may be a single termination statement with respect to all such Receivables and Collateral Security) evidencing the release by the Trust of its lien on the Receivables in the Removed Accounts and the Collateral Security, and meeting the requirements of applicable state law, in such manner and such jurisdictions as are necessary to remove such lien.

Conveyance of Receivables and Accounts. (a) The Buyer Trustee does hereby transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty on and after the Removal Date, all right, title and interest of the Trust in, to and under all [Receivables now existing at the close of business on the Removal Date and thereafter created from time to time until the termination of the Trust in Removed Accounts designated hereby, all Collateral Security thereof, the related Floorplan Rights, all monies due or to become due and all amounts received with respect thereto (including all Non-Principal Receivables), all proceeds (as defined in Section 9-9- 306 of the UCC as in effect in the State of Missouri [Georgia] Missouri) and Recoveries) Recoveries thereof relating thereto][in thereto] [in the case of Removed Accounts which are to be removed pursuant to Section 2.7 2.8 of the Receivables Contribution and Sale Agreement and which were not Ineligible Accounts at the time they were originally designated as Accounts, replace the immediately preceding bracketed text with the following: the Removed Accounts but not any right, title and interest of the Trust in, to and under (i) any all Receivables existing as at the close of business on the Removal Date in Removed Accounts designated hereby, (ii) all Collateral Security relating to such Receivables, (iii) the related Floorplan Rights, (iv) all monies due or to become due and all amounts received with respect to such Receivables (including all Non-Principal Receivables), (viv) all proceeds (as defined in Section 9-306 of the UCC as in effect in the State of Missouri [Georgia] Missouri) of such Receivables and Recoveries(v) thereof all Recoveries of such Receivables relating to such Receivablesthereto, it being understood that the items described in clauses (i)-(v) will shall continue to be Trust Assets] ]. (b) If requested by the Seller, in connection with such transfer, the Buyer Trustee agrees to execute and deliver to the Seller, Seller on or prior to the date of this Reassignment, a termination statement under the UCC of each applicable jurisdiction with respect to the Receivables existing at the close of business on the Removal Date and thereafter created from time to time and Collateral Security thereof in the Removed Accounts reassigned hereby (which may be a single termination statement with respect to all such Receivables and Collateral Security) evidencing the release by the Trust of its lien on the Receivables in the Removed Accounts and the Collateral Security, and meeting the requirements of applicable state law, in such manner and such jurisdictions as are necessary to remove such lien.