Common use of Sale and Assignment of Contracts Clause in Contracts

Sale and Assignment of Contracts. (a) In consideration of the Trustee's delivery to, or upon the order of, the Seller of authenticated certificates in an aggregate amount equal to the Original Pool Balance, the Seller hereby sells, grants, transfers, conveys and assigns to the Trustee on behalf of the Trust for the benefit of the Certificateholders and the Insurer, without recourse (except as expressly provided in Section 2.3 hereof) effective upon the Closing Date, all of its right, title and interest in, to and under: (i) the Contracts listed in the Schedule of Contracts including, without limitation, all payments of Monthly P&I due on or after the Cut-Off Date, all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date and all other proceeds received in respect of such Contracts and any and all security interests in the Financed Vehicles; (ii) the Contract Documents relating to the Contracts (except the Contract Documents for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later than one Business Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (iii) all amounts on deposit in the Collection Account, including all Eligible Investments credited thereto (but excluding investment earnings thereon); (iv) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (v) the security interest of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (vi) the Seller's right to proceeds under the Blanket Insurance Policy; and (vii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.1, together with the rights of the Trustee under the Surety Bond, are the Trust Estate. It is the intention of the Seller and the Trustee that the assignment and transfer herein contemplated constitute (and shall be construed for all purposes as) a sale of the Trust Estate (other than the Surety Bond), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Trust. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance is to be treated as a true and complete sale), the Seller hereby grants to the Trustee on behalf of the Trust for the benefit of the Certificateholders a first priority perfected security interest in all of the Seller's

Sale and Assignment of Contracts. (a) In consideration of the Trustee's delivery to, or upon the order of, the Seller of authenticated certificates Certificates in an aggregate amount equal to the Original Pool Balance, the Seller hereby sells, grants, transfers, conveys and assigns to the Trustee on behalf of the Trust for the benefit of the Certificateholders and the Insurer, without recourse (except as expressly provided in Section 2.3 hereof) effective upon the Closing Date, all of its right, title and interest in, to and under: (i) the Contracts listed in the Schedule of Contracts including, without limitation, all payments of Monthly P&I due on or after the Cut-Off Date, all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date and all other proceeds received on or after the Cut-Off Date in respect of such Contracts and any and all security interests in the Financed Vehicles; (ii) the Contract Documents relating to the Contracts (except the Contract Documents for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later than one two Business Day Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (iii) all amounts on deposit in the Collection Account, including all Eligible Investments credited thereto (but excluding investment earnings thereon); (iv) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (v) the security interest of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (vi) the Seller's right to proceeds under the Blanket Insurance Policy; and (vii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.1, together with the rights of the Trustee under the Surety BondFinancial Guarantee Insurance Policy, are the Trust Estate. It is the intention of the Seller and the Trustee that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Estate (other than the Surety BondFinancial Guarantee Insurance Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Trust. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance is to constitutes (and shall be construed and treated for all purposes) as a true and complete sale), the Seller hereby grants to the Trustee on behalf of the Trust for the benefit of the Certificateholders a first priority perfected security interest in all of the Seller's's right, title and interest in the Trust Estate whether now existing or hereafter created (other than the Financial Guarantee Insurance Policy), and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California UCC-1 financing statements naming Onyx as seller and including the Contracts in the description of the assets being sold thereunder. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed UCC-1 financing statements, executed by the Seller as seller, naming the Trust as purchaser and describing the Contracts as the assets being sold by it to the Trust, with the office of the Secretary of State of the State of California. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the Trust's ownership interest in the Contracts and to continue the first priority security interest of the Trust in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title.

Sale and Assignment of Contracts. (a) In consideration of the Trustee's delivery to, or upon the order of, the Seller of authenticated certificates in an aggregate amount equal to the Original Pool Balance, the Seller hereby sells, grants, transfers, conveys and assigns to the Trustee on behalf of the Trust for the benefit of the Certificateholders and the Insurer, without recourse (except as expressly provided in Section 2.3 hereof) effective upon the Closing Date, all of its right, title and interest in, to and under: (i) the Contracts listed in the Schedule of Contracts including, without limitation, all payments of Monthly P&I due on or after the Cut-Off Date, all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date and all other proceeds received in respect of such Contracts and any and all security interests in the Financed Vehicles; (ii) the Contract Documents relating to the Contracts (except the Contract Documents for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later than one Business Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (iii) all amounts on deposit in the Collection Account, including all Eligible Investments credited thereto (but excluding investment earnings thereon); (iv) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (v) the security interest of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (vi) the Seller's right to proceeds under the Blanket Insurance Policy; and (vii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.1, together with the rights of the Trustee under the Surety Bond, are the Trust Estate. It is the intention of the Seller and the Trustee that the assignment and transfer herein contemplated constitute (and shall be construed for all purposes as) a sale of the Trust Estate (other than the Surety Bond), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Trust. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance is to be treated as a true and complete sale), the Seller hereby grants to the Trustee on behalf of the Trust for the benefit of the Certificateholders a first priority perfected security interest in all of the Seller's's right, title and interest in the Trust Estate whether now existing or hereafter created (other than the Surety Bond), and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California UCC-1 financing statements naming Onyx as seller and including the Contracts in the description of the assets being sold thereunder. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed UCC-1 financing statements, executed by the Seller as seller, naming the Trust as purchaser and describing the Contracts as the assets being sold by it to the Trust, with the office of the Secretary of State of the State of California. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any outstanding security interests in the Contracts. From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the Trust's ownership interest in the Contracts and to continue the first priority security interest of the Trust in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (c) If any change in the name, identity or corporate structure of Onyx, the Seller or the relocation of the chief executive office of any of them would make any financing or continuation statement or notice of lien filed under this Agreement misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trustee on behalf of the Trust and the Certificateholders in the Contracts and in the related Financed Vehicles and proceeds thereof. Promptly thereafter, and in any event within 30 days of such change or relocation, the Servicer shall deliver to the Trustee an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trustee and the Certificateholders in the Contracts and in the related Financed Vehicles and proceeds thereof have been filed, and reciting the details of such filings. (d) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (e) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all Persons other than the Trustee, of the Trust's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest in the related Financed Vehicles and the proceeds of such Financed Vehicles.

Sale and Assignment of Contracts. (a) In consideration of the Trustee's delivery to, or upon the order of, the Seller of authenticated certificates in an aggregate amount equal to the Original Pool Balance, the Seller hereby sells, grants, transfers, conveys and assigns to the Trustee on behalf of the Trust for the benefit of the Certificateholders and the Insurer, without recourse (except as expressly provided in Section 2.3 hereof) effective upon the Closing Date, all of its right, title and interest in, to and under: (i) the Initial Contracts listed in the Schedule of Contracts including, without limitation, all payments of Monthly P&I due on or after the Cut-Off Date, all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Initial Financed Vehicle to which a an Initial Contract relates received on or after the Cut-Off Date and all other proceeds received in respect of such Contracts and any and all security interests in the Initial Financed Vehicles; (ii) the Contract Documents relating to the Initial Contracts (except the Contract Documents for Initial Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later than one Business Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (iii) all amounts on deposit in the Collection Account, including all Eligible Investments credited thereto (but excluding investment earnings thereon); (iv) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as the seller thereunder to repurchase Initial Contracts listed in the Schedule of Contracts under certain circumstances; (v) the security interest of the Seller in the Initial Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Initial Financed Vehicles or the individual Obligors under each related Initial Contract; (vi) the Seller's right to proceeds under the Blanket Insurance Policy; and (vii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.1, together with the rights of the Trustee under the Surety Bond, are the Trust Estate. It is the intention of the Seller and the Trustee that the assignment and transfer herein contemplated constitute (and shall be construed for all purposes as) a sale of the Trust Estate (other than the Surety Bond), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Trust. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance is to be treated as a true and complete sale), the Seller hereby grants to the Trustee on behalf of the Trust for the benefit of the Certificateholders a first priority perfected security interest in all of the Seller's;

Sale and Assignment of Contracts. (a) In consideration of the Trustee's delivery to, or upon the order of, the Seller of authenticated certificates Certificates in an aggregate amount equal to the Original Pool Balance, the Seller hereby sells, grants, transfers, conveys and assigns to the Trustee on behalf of the Trust for the benefit of the Certificateholders and the Insurer, without recourse (except as expressly provided in Section 2.3 hereof) effective upon the Closing Date, all of its right, title and interest in, to and under: (i) the Contracts listed in the Schedule of Contracts including, without limitation, all payments of Monthly P&I due on or after the Cut-Off Date, all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date and all other proceeds received on or after the Cut-Off Date in respect of such Contracts and any and all security interests in the Financed Vehicles; (ii) the Contract Documents relating to the Contracts (except the Contract Documents for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later than one two Business Day Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (iii) all amounts on deposit in the Collection Account, including all Eligible Investments credited thereto (but excluding investment earnings thereon); (iv) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (v) the security interest of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (vi) the Seller's right to proceeds under the Blanket Insurance Policy; and (vii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.1, together with the rights of the Trustee under the Surety BondFinancial Guarantee Insurance Policy, are the Trust Estate. It is the intention of the Seller and the Trustee that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Estate (other than the Surety BondFinancial Guarantee Insurance Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Trust. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance is to constitutes (and shall be construed and treated for all purposes) as a true and complete sale), the Seller hereby grants to the Trustee on behalf of the Trust for the benefit of the Certificateholders a first priority perfected security interest in all of the Seller's's right, title and interest in the Trust Estate whether now existing or hereafter created (other than the Financial Guarantee Insurance Policy), and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California UCC-1 financing statements naming Onyx as seller and including the Contracts in the description of the assets being sold thereunder. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed UCC-1 financing statements, executed by the Seller as seller, naming the Trust as purchaser and describing the Contracts as the assets being sold by it to the Trust, with the office of the Secretary of State of the State of California. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the Trust's ownership interest in the Contracts and to continue the first priority security interest of the Trust in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (c) If any change in the name, identity or corporate structure of Onyx, the Seller or the relocation of the chief executive office of any of them would make any financing or continuation statement or notice of lien filed under this Agreement misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trustee, on behalf of the Trust for the benefit of the Certificateholders and the Insurer, in the Contracts and in the related Financed Vehicles and proceeds thereof. Promptly thereafter, and in any event within 30 days of such change or relocation, the Servicer shall deliver to the Trustee an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect such interests of the Trustee in the Contracts and in the related Financed Vehicles and proceeds thereof have been filed, and reciting the details of such filings. (d) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (e) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all Persons other than the Trustee, of the Trust's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest in the related Financed Vehicles and the proceeds of such Financed Vehicles.