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 Pool Balance, the Seller hereby irrevocably sells, transfers, assigns and conveys to the Trustee, in trust for the benefit of Certificateholders, upon the terms and conditions hereof, all right, title and interest of the Seller, whether now owned or hereafter acquired, in and to and under 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 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. It is the intention of the Seller and the Trustee that the transfer of the Trust Property contemplated herein constitute a sale of the Trust Property, conveying good title to the Trust Property from the Seller to the Trust. However, in the event that such transfer is deemed to be a pledge to secure the payment of the Certificates, the Seller hereby grants to the Trustee on behalf of the Trust for the benefit of the Certificateholders a first priority security interest in all of the Seller's right, title and interest in the Trust Property, and all proceeds thereof, to secure the payment of the Certificates, and in such event, this Agreement shall constitute a security agreement under applicable law.
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Samples: Pooling and Servicing Agreement (Daimler Benz Vehicle Receivables Corp), Pooling and Servicing Agreement (Daimler Benz Vehicle Receivables Corp)
Conveyance of Trust Property. In consideration of the TrusteeIssuer's delivery to, or upon the written order of, the Seller of authenticated Notes and Certificates, in authorized denominations, denominations in an aggregate amount principal amounts equal to the Original Pool initial principal amount of the Notes and the Initial Certificate Balance, respectively, the Seller hereby irrevocably sells, transfers, assigns and conveys to the Trustee, in trust for the benefit of Certificateholders, upon the terms and conditions hereof, Issuer all right, title and interest of the Seller, whether now owned or hereafter acquired, in and in, to and under the Trust Property, without recourserecourse (subject to the obligations herein). 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 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. It is the intention of the Seller and the Trustee Issuer that the transfer of the Trust Property contemplated herein constitute a sale of the Trust Property, conveying good title to the Trust Property from the Seller to the TrustIssuer. However, in the event that such transfer is deemed to be a pledge to secure the payment of the Notes and the Certificates, the Seller hereby grants to the Trustee on behalf of the Trust for the benefit of the Certificateholders Issuer a first priority security interest in all of the Seller's right, title and interest in in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes and the Certificates, and in such event, this Agreement shall constitute a security agreement under applicable law.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Mmca Auto Receivables Inc)
Conveyance of Trust Property. In consideration of the TrusteeIssuer's delivery to, or upon the written order of, the Seller of authenticated Notes and Certificates, in authorized denominations, denominations in an aggregate amount principal amounts equal to the Original Pool initial principal amount of the Notes and the Initial Certificate Balance, respectively, the Seller hereby irrevocably sells, transfers, assigns and conveys to the Trustee, in trust for the benefit of Certificateholders, upon the terms and conditions hereof, Issuer all right, title and interest of the Seller, whether now owned or hereafter acquired, in and in, to and under the Trust Property, without recourserecourse (subject to the obligations herein). 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 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. It is the intention of the Seller and the Trustee Issuer that the transfer of the Trust Property contemplated herein constitute a sale of the Trust Property, conveying good title to the Trust Property from the Seller to the TrustIssuer. However, in the event that such transfer is deemed to be a pledge to secure the payment of the Notes and the Certificates, the Seller hereby grants to the Trustee on behalf of the Trust for the benefit of the Certificateholders Issuer a first priority security interest in all of the Seller's right, title and interest in in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes and the Certificates, and in such event, this Agreement shall constitute a security agreement under applicable law.. SECTION 2.2
Appears in 1 contract
Samples: Sale and Servicing Agreement (Mmca Auto Receivables Inc)
Conveyance of Trust Property. In consideration of the Trustee's delivery by the Issuer to, or upon the written order of, the Seller of authenticated Notes and Certificates, in authorized denominations, denominations in an aggregate amount principal amounts equal to the Original Pool initial principal amount of the Notes and the Initial Certificate Balance, respectively, the Seller hereby irrevocably sells, transfers, assigns and conveys to the Trustee, in trust for the benefit of Certificateholders, upon the terms and conditions hereof, Issuer all right, title and interest of the Seller, whether now owned or hereafter acquired, in and in, to and under the Trust Property, without recourserecourse (subject to the obligations herein). 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 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. It is the intention of the Seller and the Trustee Issuer that the transfer of the Trust Property contemplated herein constitute a sale of the Trust Property, conveying good title to the Trust Property from the Seller to the TrustIssuer. However, in the event that such transfer is deemed to be a pledge to secure the payment of the Notes and the Certificates, the Seller hereby grants to the Trustee on behalf of the Trust for the benefit of the Certificateholders Issuer a first priority security interest in and Lien on all of the Seller's right, title and interest in of the Seller in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes and the Certificates, and in such event, this Agreement shall constitute a security agreement under applicable law.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Daimler Benz Vehicle Receivables Corp)