Conveyance of the Receivables. AND THE OTHER CONVEYED PROPERTY
Conveyance of the Receivables. (a) In consideration for the Issuer’s delivery to or upon the order of the Depositor of the Notes and the Certificates resulting in an increase in the residual value of the equity interest in the Issuer owned by the Depositor, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse, but subject to the other terms and conditions of this Agreement, each and all of the following (collectively, the “Depositor Conveyed Assets”):
Conveyance of the Receivables. (a) In consideration for the Issuer’s delivery to or upon the order of the Depositor of (i) the Notes, and (ii) the Certificates resulting in an increase in the residual value of the equity interest in the Issuer owned by the Depositor, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse, but subject to the other terms and conditions of this Agreement, each and all of the following (collectively, the “Depositor Conveyed Assets”): (x) all right, title and interest of the Depositor in and to the Conveyed Assets, (y) all of the Depositor’s rights under the Receivables Purchase Agreement, including the representations of the Seller made therein and the Depositor’s right to enforce a breach of any such representation made with respect to any Conveyed Assets, and (z) all proceeds of each of the foregoing.
Conveyance of the Receivables. By execution of this Agreement, the Seller does hereby transfer, assign, set over and otherwise convey to the Depositor, and the Depositor does hereby transfer, assign, set-over and otherwise convey to the Issuer, (i) all of its respective right, title and interest in and to each Receivable identified on the List of Receivables, including the related Receivables Documents, from time to time existing (x) at the close of business on the Cut-Off Date, in the case of the Initial Receivables and (y) at the close of business on each Additional Cut-Off Date, in the case of Additional Receivables sold or transferred pursuant to Section 2.5, (i) the Mortgages and other instruments or documents securing such Receivables; (ii) the portions of its interest in any Insurance Policies relating to such Receivable; (iii) each Assignment; (iv) all rights under any Hedge Agreements; and (v) all payments on and proceeds of any of the foregoing after the applicable Cut-Off Date (the property in clauses (i)-(v), being the "Assets"). The transfer by the Seller to the Depositor, by the Depositor to the Issuer of the Receivables set forth herein is absolute and is intended by all parties hereto to be treated as a sale by the Seller to the Depositor, by the Depositor to the Issuer. Pursuant to the Indenture, the Issuer will pledge the Trust Estate to the Indenture Trustee for the benefit of the Owners of the Notes. The foregoing does not constitute and is not intended to result in the creation or assumption by the Issuer, the Custodian, the Indenture Trustee or any Owner of any obligation of the Seller, the Servicer or any other Person in connection with the Receivables Documents or under any agreement or instrument relating thereto, including any obligation to make future advances. In consideration of such transfers, the Depositor will pay to the Seller in cash a purchase price equal to the Purchase Price of each Receivable transferred, and the Issuer will pay to the Depositor in cash a purchase price equal to the Purchase Price of each Receivable transferred. The Purchase Price will be paid on the Addition Date related to Receivables transferred on such date. To the extent that there is no Purchase Price or the cash portion of the Purchase Price for the Receivables is less than the fair market value thereof, the difference shall be deemed a capital contribution by the Seller to the Depositor. The Purchase Price shall be payable in full by wire transfer on the related Addition Dat...
Conveyance of the Receivables. Subject to the terms and conditions of this Agreement, the Seller hereby sells, transfers and otherwise conveys to the Purchaser all of the Seller's right, title and interest in, to and under the following property whether now owned or existing or hereafter acquired or arising (collectively, the "Purchased Property"):
Conveyance of the Receivables. (a) In consideration for (i) the Issuer’s delivery to or upon the order of the Depositor of the Notes, and (ii) the Issuer’s delivery to or upon the order of the Depositor of the Certificates resulting in an increase in the residual value of the equity interest in the Issuer owned by the Depositor, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse, but subject to the other terms and conditions of this Agreement, each and all of the following (collectively, the “Depositor Conveyed Assets”): (x) all right, title and interest of the Depositor in and to the Conveyed Assets, (y) all of the Depositor’s rights under the Receivables Purchase Agreement, including the representations of the Seller made therein and the Depositor’s right to enforce a breach of any such representation made with respect to any Conveyed Assets, and (z) all proceeds of each of the foregoing.
Conveyance of the Receivables. In consideration of the Purchaser's payment to the Seller of $[_____________] (the "Purchase Price"), the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) all of the Seller's right, title and interest in, to and under the following property whether now owned or existing or hereafter acquired or arising (collectively, the "Purchased Property"):
Conveyance of the Receivables. In consideration of the Purchaser's payment to the Seller of $[ ], the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Purchaser (i) without recourse (subject to the obligations herein) all right, title and interest of the Seller in and to the Receivables, all payments collected thereon on or after [ ] and all other proceeds of the Receivables and (ii) all rights of the Seller under the Receivables Purchase Agreement dated [ ] between [ ], as seller, and the Seller, as purchaser (including without limitation the representations and warranties of the [ ] under such Receivables Purchase Agreement). The sale, transfer, assignment and conveyance made hereunder shall not constitute and is not intended to result in an assumption by the Purchaser of any obligation of the Seller to the Obligors or any other Person in connection with the Receivables or any agreement, document or instrument related thereto. The Seller and the Purchaser intend that the sale, transfer, assignment and conveyance of the Receivables and other rights and property pursuant to this Section 3 shall be a sale not a secured borrowing. However, in the event that such transfer is deemed to be a transfer for security, the Seller hereby grants to the Purchaser a first priority security interest in all of the Seller's right, title and interest in, to and under the Receivables and all proceeds thereof and all other rights and property transferred hereunder to secure a loan in an amount equal to the purchase price, and in such event, this Agreement shall constitute a security agreement under applicable law.
Conveyance of the Receivables. 3 SECTION 2.1 Conveyance of Receivables..................................................3 SECTION 2.2 Further Encumbrance of Trust Property......................................3
Conveyance of the Receivables
