Common use of Creation and Declaration of Trusts; Assignment of Term Assets Clause in Contracts

Creation and Declaration of Trusts; Assignment of Term Assets. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby agree to (i) Grant to the Trustee, on behalf and for the benefit of the Certificateholders of each given Series of Certificates and without recourse, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under the Term Assets attributable to each such Series (except for the Term Assets attributable to such Series which are not Granted by the Depositor, as specified in the Term Assets Schedule to the applicable Series Supplement), now existing or hereafter acquired, in each case as identified on the applicable Term Assets Schedule, and all other assets included or to be included in the respective Trust for the benefit of the Certificateholders of each such Series or (ii) deliver to the Trustee for deposit in the Certificate Account an amount, in immediately available funds in a form acceptable to the Trustee, sufficient to acquire the Term Assets attributable to such Series, in each case as identified on the Term Asset Schedule to the applicable Series Supplement, and all other assets to be included in the respective trust for the benefit of the Certificateholders of each such Series. Each such Grant will include all interest, premium (if any) and principal received by or on behalf of the Depositor of, on or with respect to any such Term Assets due after the applicable Cut-off Date, and, unless otherwise specified in the Series Supplement, will exclude (i) all interest, premium (if any) and principal of, on or with respect to any such Term Assets due on or before the applicable Cut-off Date and (ii) any Retained Interest in any such Term Asset. (b) In connection with each Grant referred to in the preceding paragraph, the Depositor shall, not later than the applicable Closing Date, (i) deposit the Term Assets for a given Series (except for the Term Assets attributable to such Series which are to be acquired from a Person other than the Depositor, as specified on the Term Assets Schedule to the applicable Series Supplement) with the Trustee by physical delivery of such Term Assets, duly endorsed, to the Trustee or by causing such Term Assets to be registered by book entry in the name of the Trustee and (ii) with respect to each such Term Asset, deliver or cause to be delivered to the Trustee all documents necessary to transfer ownership of each such Term Asset to the Trustee. (c) Unless otherwise specified in the applicable Series Supplement, the Grant of such Term Assets by the Depositor for a given Series accomplished hereby and by such Series Supplement is absolute and is intended by the parties hereto as a sale. The Depositor represents and covenants that the Term Assets as of the respective Closing Dates will be free and clear of any right, charge, security interest or lien or claim in favor of the Depositor and, with respect to any Grant of Term Assets, that the Depositor will as of such respective Closing Date have the right to Grant the applicable Term Assets to the Trustee.

Creation and Declaration of Trusts; Assignment of Term Assets. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby agree to (i) Grant sell, assign, convey and set-over to the Trustee, on behalf and for the benefit of the Certificateholders of each given Series of Certificates and without recourse, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under the Term Assets attributable to each such Series (except for the Term Assets attributable to such Series which are not Granted sold by the Depositor, as specified in the Term Assets Schedule to the applicable Series Supplement), now existing or hereafter acquired, in each case as identified on the applicable Term Assets Schedule, and all other assets included or to be included in the respective Trust for the benefit of the Certificateholders of each such Series or (ii) deliver to the Trustee for deposit in the Certificate Account an amount, in immediately available funds in a form acceptable to the Trustee, sufficient to acquire the Term Assets attributable to such Series, in each case as identified on the Term Asset Schedule to the applicable Series Supplement, and all other assets to be included in the respective trust Trust for the benefit of the Certificateholders of each such Series. Each such Grant sale will include all interest, premium (if any) and principal received by or on behalf of the Depositor of, on or with respect to any such Term Assets due after the applicable Cut-off Date, and, unless otherwise specified in the Series Supplement, will exclude (i) all interest, premium (if any) and principal of, on or with respect to any such Term Assets due on or before the applicable Cut-off Date and (ii) any Retained Interest in any such Term Asset. (b) In connection with each Grant sale referred to in the preceding paragraph, the Depositor shall, not later than the applicable Closing Date, (i) deposit the Term Assets for a given Series (except for the Term Assets attributable to such Series which are to be acquired from a Person other than the Depositor, as specified on the Term Assets Schedule to the applicable Series Supplement) with the Trustee by physical delivery of such Term Assets, duly endorsed, to the Trustee or by causing such Term Assets to be registered by book entry in the name of the Trustee and (ii) with respect to each such Term Asset, deliver or cause to be delivered to the Trustee all documents necessary to transfer ownership of each such Term Asset to the Trustee. (c) Unless otherwise specified in the applicable Series Supplement, the Grant sale of such Term Assets by the Depositor for a given Series accomplished hereby and by such Series Supplement is absolute and is intended by the parties hereto as a salesale and not a loan. The Depositor represents and covenants that the Term Assets as of the respective Closing Dates will be free and clear of any right, charge, security interest or lien or claim in favor of the Depositor and, with respect to any Grant sale of Term Assets, that the Depositor will as of such respective Closing Date have the right to Grant sell the applicable Term Assets to the Trustee.

Creation and Declaration of Trusts; Assignment of Term Assets. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby agree to (i) Grant to the Trustee, on behalf and for the benefit of the Certificateholders of each given Series of Certificates and without recourse, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under the Term Assets attributable to each such Series (except for the Term Assets attributable to such Series which are not Granted by the Depositor, as specified in the Term Assets Schedule to the applicable Series Supplement), now existing or hereafter acquired, in each case as identified on the applicable Term Assets Schedule, and all other assets included or to be included in the respective Trust for the benefit of the Certificateholders of each such Series or (ii) deliver to the Trustee for deposit in the Certificate Account an amount, in immediately available funds in a form acceptable to the Trustee, sufficient to acquire the Term Assets attributable to such Series, in each case as identified on the Term Asset Schedule to the applicable Series Supplement, and all other assets to be included in the respective trust for the benefit of the Certificateholders of each such Series. Each such Grant will include all interest, premium (if any) and principal received by or on behalf of the Depositor of, on or with respect to any such Term Assets due after the applicable Cut-off Date, and, unless otherwise specified in the Series Supplement, will exclude (i) all interest, premium (if any) and principal of, on or with respect to any such Term Assets due on or before the applicable Cut-off Date and (ii) any Retained Interest in any such Term Asset. (b) In connection with each Grant referred to in the preceding paragraph, the Depositor shall, not later than the applicable Closing Date, (i) deposit the Term Assets for a given Series (except for the Term Assets attributable to such Series which are to be acquired from a Person other than the Depositor, as specified on the Term Assets Schedule to the applicable Series Supplement) with the Trustee by physical delivery Delivery of such Term Assets, duly endorsed, to the Trustee or by causing such Term Assets to be registered by book entry in the name of the Trustee and (ii) with respect to each such Term Asset, deliver or cause to be delivered to the Trustee all documents necessary to transfer ownership of each such Term Asset to the Trustee. (c) Unless otherwise specified in the applicable Series Supplement, the Grant of such Term Assets by the Depositor for a given Series accomplished hereby and by such Series Supplement is absolute and is intended by the parties hereto as a sale. The Depositor represents and covenants that the Term Assets as of the respective Closing Dates will be free and clear of any right, charge, security interest or lien or claim in favor of the Depositor and, with respect to any Grant of Term Assets, that the Depositor will as of such respective Closing Date have the right to Grant the applicable Term Assets to the Trustee.

Creation and Declaration of Trusts; Assignment of Term Assets. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby agree to (i) Grant to the Trustee, on behalf and for the benefit of the Certificateholders of each given Series of Certificates and without recourse, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under the Term Assets attributable to each such Series (except for the Term Assets attributable to such Series which are not Granted by the Depositor, as specified in the Term Assets Schedule to the applicable Series Supplement), now existing or hereafter acquired, in each case as identified on the applicable Term Assets Schedule, and all other assets included or to be included in the respective Trust for the benefit of the Certificateholders of each such Series or (ii) deliver to the Trustee for deposit in the Certificate Account an amount, in immediately available funds in a form acceptable to the Trustee, sufficient to acquire the Term Assets attributable to such Series, in each case as identified on the Term Asset Schedule to the applicable Series Supplement, and all other assets to be included in the respective trust for the benefit of the Certificateholders of each such Series. Each such Grant will include all interest, premium (if any) and principal received by or on behalf of the Depositor of, on or with respect to any such Term Assets due after the applicable Cut-off Date, and, unless otherwise specified in the Series Supplement, will exclude (i) all interest, premium (if any) and principal of, on or with respect to any such Term Assets due on or before the applicable Cut-off Date and (ii) any Retained Interest in any such Term Asset. (b) In connection with each Grant referred to in the preceding paragraph, the Depositor shall, not later than the applicable Closing Date, (i) deposit the Term Assets for a given Series (except for the Term Assets attributable to such Series which are to be acquired from a Person other than the Depositor, as specified on the Term Assets Schedule to the applicable Series Supplement) with the Trustee by physical delivery of such Term Assets, duly endorsed, to the Trustee or by causing such Term Assets to be registered by book entry in the name of the Trustee and (ii) with respect to each such Term Asset, deliver or cause to be delivered to the Trustee all documents necessary to transfer ownership of each such Term Asset to the Trustee. (c) Unless otherwise specified in the applicable Series Supplement, the Grant of such Term Assets by the Depositor for a given Series accomplished hereby and by such Series Supplement is absolute and is intended by the parties hereto as a sale. The Depositor represents and covenants that the Term Assets as of the respective Closing Dates will be free and clear of any right, charge, security interest or lien or claim in favor of the Depositor and, with respect to any Grant of Term Assets, that the Depositor will as of such respective Closing Date have the right to Grant the applicable Term Assets to the Trustee.

Creation and Declaration of Trusts; Assignment of Term Assets. (a) The Depositor, concurrently with the execution and delivery hereofof the applicable Series Supplement, does hereby agree to (i) Grant sell, assign, transfer, set-over and otherwise convey to the TrusteeTrust, on behalf and for the benefit of the Certificateholders of each given the related Series of Certificates and Certificates, without recourse, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under the Term Assets attributable to each such Series (except for the Term Assets attributable to such Series which are not Granted sold by the Depositor, as specified in the Term Assets Schedule to the applicable Series Supplement), now existing or hereafter acquired, in each case as identified on the applicable Term Assets Schedule, and all other assets included or to be included in transferred to the respective Trust for the benefit of the Certificateholders of each such Series (including but not limited to any Credit Support Instrument) or (ii) deliver to the Trustee for deposit in credit to the Certificate Account an amount, in immediately available funds in a form acceptable to the Trustee, sufficient to acquire the Term Assets on behalf of the Trust attributable to such Series, in each case as identified on the Term Asset Schedule to the applicable Series Supplement, and all other assets to be included in transferred to the respective trust Trust for the benefit of the Certificateholders of each such Series. To the extent the Depositor causes Term Assets to be acquired by the Trustee pursuant to clause (ii) above, the Depositor will be identified as the Trustor in the related Series Supplement. Each such Grant sale will include all interest, premium (if any) and principal received by or on behalf of the Depositor of, on or with respect to any such Term Assets due after the applicable Cut-off Date, and, unless otherwise specified in the Series Supplement, will exclude (ix) all interest, premium (if any) and principal of, on or with respect to any such Term Assets due on or before the applicable Cut-off Date and (iiy) any Retained Interest in any such Term Asset. (b) In connection with each Grant sale referred to in the preceding paragraph, the Depositor shall, not later than the applicable Closing Date, (i) deposit the Term Assets for a given Series (except for the Term Assets attributable to such Series which are to be acquired from a Person other than the Depositor, as specified on the Term Assets Schedule to the applicable Series Supplement) with the Trustee on behalf of the Trust by physical delivery of such Term Assets, duly endorsed, to the Trustee or by causing such Term Assets to be registered by book entry in the name of the Trustee and Trust, (ii) with respect to each such Term Asset, deliver or cause to be delivered to the Trustee all documents necessary to transfer ownership of each such Term Asset to the TrusteeTrust and (iii) assign all of its rights and privileges under each of the Term Asset Purchase Agreements relating to the Term Assets sold to the Trust. (c) Unless otherwise specified in the applicable Series Supplement, the Grant sale of such Term Assets by the Depositor for a given Series accomplished hereby and by such Series Supplement is absolute and is intended by the parties hereto as a salesale and not a loan. The Depositor represents and covenants that the Term Assets as of the respective related Closing Dates Date will be free and clear of any right, charge, security interest or lien or claim in favor of the Depositor and, with respect to any Grant sale of Term Assets, that the Depositor will as of such respective related Closing Date have the right to Grant sell the applicable Term Assets to the TrusteeTrust.