Conveyance of Trust Property. (a) In consideration of the Trust’s delivery to, or upon the written order of, the Depositor of authenticated Notes, in authorized denominations in aggregate principal amounts equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the Depositor, whether now owned or hereafter acquired, in, to and under the following:
(i) the Receivables;
(ii) all amounts received on or in respect of the Receivables after the Cutoff Date;
(iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles;
(iv) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, GAP, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors;
(v) the Receivable Files;
(vi) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to the Collection Account, the Note Payment Account and the Certificate Payment Account and all proceeds thereof;
(vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor;
(viii) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Trust; and
(ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing.
(b) The ...
Conveyance of Trust Property. In consideration of the Issuer's delivery to, or upon the order of, the Seller of the Notes and the Certificates in an aggregate principal amount equal to approximately 102% of the Initial Pool Balance, the Seller does hereby irrevocably transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in and to the Trust Property. The transfer, assignment and conveyance made hereunder shall not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other Trust Property or any agreement, document or instrument related thereto.
Conveyance of Trust Property. In consideration of Trustee's delivery to Seller or its designee of authenticated Certificates, in authorized denominations, in an aggregate amount equal to the Original Certificate Balance, Seller hereby sells, transfers, assigns and conveys to Trustee, upon the terms and conditions hereof, in trust for the benefit of the Holders, the Trust Property, without recourse (except to the extent of the Servicer's obligations under this Agreement and the Related Agreements). The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Trustee, any Holder or any Certificate Owner of any obligation of the Transferor to the Obligors, the Dealers or any other Person in connection with the Receivables and the other Trust Property or any agreement, document or instrument related thereto.
Conveyance of Trust Property. (a) In consideration of the Trustee's delivery to, or upon the written order of, the Seller of authenticated Certificates, in authorized denominations, in an aggregate amount equal to the Original Certificate Balance and the rights to receive certain amounts as specified herein, the Seller hereby sells, transfers, assigns and conveys to the Trustee, on the behalf of the Trust, for the benefit of the Certificateholders, upon the terms and conditions hereof, the Trust Property to the Trust, without recourse. The sale, transfer, assignment and conveyance made hereunder shall not constitute and is not intended to result in an assumption by the Trustee, any Certificateholder or any Certificate Owner of any obligation of the Seller to the Obligors, the Dealers, or any other Person in connection with the Receivables and the other Trust Property or any agreement, document or instrument related thereto.
(b) The Seller intends that the transfer and conveyance of the Trust Property to the Trust hereunder constitutes a complete sale and assignment of all of the Seller's right, title and interest in, to and under the Trust Property to the Trust and that the beneficial interest of the Seller in, and title to, the Trust Property will not be a part of the Seller's estate in the event of any liquidation, reorganization or similar insolvency proceeding with respect to the Seller. In the event that the transfer hereunder is not respected as a complete sale and assignment of the Trust Property to the Trust, then, in such event, the Seller hereby grants to the Trustee on behalf of the Certificateholders a security interest in the Trust Property. This Agreement shall constitute a security agreement under applicable law.
Conveyance of Trust Property. Section 2.01. Conveyance of Trust Property....................................................................
Conveyance of Trust Property. In consideration of the Issuer's sale and delivery to, or upon the order of, the Seller of the Securities in an aggregate principal amount of $3,035,482,000 and the rights to distributions under Section 4.7, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in and to the Trust Property and the Reserve Initial Deposit. The transfer, assignment and conveyance made hereunder will not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other Trust Property or any agreement, document or instrument related thereto.
Conveyance of Trust Property. 21 SECTION 2.2. A. Representations and Warranties of the Seller................................................21 SECTION 2.2. B. Representations and Warranties of Depositor.................................................25 SECTION 2.3. Repurchase upon Breach.........................................................................26 SECTION 2.4. Custody of Receivable Files....................................................................26 SECTION 2.5. Duties of Servicer as Custodian................................................................27 SECTION 2.6. Instructions; Authority To Act.................................................................28 SECTION 2.7. Custodian's Indemnification....................................................................28 SECTION 2.8. Effective Period and Termination...............................................................28
Conveyance of Trust Property. (a) The Seller, concurrently with the execution and delivery hereof, does hereby sell, transfer, assign and convey to the Depositor, at a purchase price previously agreed to by the Seller and Depositor, the Trust Property, without recourse (subject to the obligations herein), upon the terms and conditions hereof.
(b) In consideration of the Trustee's delivery to, or upon the written order of the Depositor of authenticated Certificates, in authorized denominations, in an aggregate amount equal to the Initial Principal Balance, the Depositor does hereby sell, transfer, assign and convey to the Trustee, on behalf of the Trust, without recourse (subject to the obligations herein) upon the terms and conditions hereof, the Trust Property.
Conveyance of Trust Property. (a) In consideration of ---------------------------- the Trust's delivery of the Securities to, or upon the written order of, the Seller, the Seller hereby sells, transfers, assigns and conveys to the Trust, upon the terms and conditions hereof, the Trust Property, without recourse. The sale, transfer, assignment and conveyance made hereunder shall not constitute and is not intended to result in an assumption by any Trustee, the Trust or any Securityholder of any obligation of the Seller to the Obligors, the Dealers, or any other Person in connection with the Receivables and the other Trust Property or any agreement, document or instrument related thereto.
(b) The Seller intends that the transfer and conveyance of the Trust Property to the Trust hereunder constitutes a complete sale and assignment of all of the Seller's right, title and interest in, to and under the Trust Property to the Trust and that the beneficial interest of the Seller in, and title to, the Trust Property will not be a part of the Seller's estate in the event of any liquidation, reorganization or similar insolvency proceeding with respect to the Seller. In the event that the transfer hereunder is not respected as a complete sale and assignment of the Trust Property to the Trust, then, in such event, the Seller hereby grants to the Trust a security interest in all of the Seller's right, title and interest in the Trust Property. This Agreement shall constitute a security agreement under applicable law.
Conveyance of Trust Property. In consideration of the Trustee's delivery to, or upon the written order of, the Seller of authenticated Certificates, in authorized denominations, in an aggregate amount equal to the Original Principal Balance, the Seller does hereby sell, transfer, assign and convey to the Trustee, upon the terms and conditions hereof, the Trust Property to the Trustee, without recourse.
