Common use of Sale and Conveyance of Contracts Clause in Contracts

Sale and Conveyance of Contracts. On the Closing Date, subject to the terms and conditions hereof, the Seller shall sell, transfer, assign absolutely, set over and otherwise convey to the Purchaser (i) all the right, title and interest of the Seller in and to the Initial Contracts and all the rights, benefits, and obligations arising from and in connection with each Initial Contract, (ii) the security interests in the Initial Financed Vehicles granted by the Obligors pursuant to the Initial Contracts, (iii) all payments received by the Seller on or with respect to the Initial Contracts on or after the Initial Cut-off Date (exclusive of payments with respect to Post Cut-off Date Insurance Add-Ons), (iv) the interest of the Seller in any Initial Financed Vehicle (including any right to receive future Net Liquidation Proceeds) that secures the Initial Contracts and that shall have been repossessed by the Servicer by or on behalf of the Trust; (v) all rights of the Seller to proceeds of Insurance Policies covering the Obligors and the Initial Contracts, (vi) the proceeds from any Servicer's Errors and Omissions Protection Policy, any fidelity bond and any blanket hazard policy, to the extent such proceeds relate to any Initial Financed Vehicle, (vii) all rights of recourse against any cosigner or under any personal guarantee with respect to the Initial Contracts (other than any right as against a Dealer under a Dealer Agreement), (viii) all amounts held for the Trust in the Collection Account, (ix) all amounts held for the Trust in the Pre-Funding Account, (x) all amounts held for the Trust in the Capitalized Interest Account, (xi) all proceeds in any way derived from any of the foregoing items, and (xii) all documents contained or required to be contained in the Contract Files relating to the Initial Contracts. The parties intend and agree that the conveyance of the Seller's right, title and interest in and to the Initial Contracts pursuant to this Agreement shall constitute an absolute sale. The Seller hereby declares and covenants that it shall at no time have any legal, equitable or beneficial interest in, or any right, including without limitation any reversionary or offset right, to the Collection Account, the Pre-Funding Account, the Capitalized Interest Account and the Cash Collateral Account, and that, in the event it receives any of the same, it shall hold same in trust for the benefit of the Trust on behalf of the Securityholders and shall immediately endorse over to the Trust any such amount it receives.

Sale and Conveyance of Contracts. On the Closing Date, subject to the terms and conditions hereof, the Seller shall and by execution of this Agreement does, sell, transfer, assign absolutely, set over and otherwise convey to the Purchaser without recourse, except for the terms of this Agreement, and the Purchaser shall, and by execution of this Agreement hereby does, purchase (i) all the right, title and interest of the Seller in and to the Initial Contracts and all the rights, benefits, and obligations arising from and in connection with each Initial Contract, (ii) an assignment of the security interests in the Initial Financed Vehicles Boats granted by the Obligors and any accessions thereto pursuant to the Initial Contracts, (iii) all payments monies received by the Seller on or with respect to the Initial Contracts on or after the Initial Cut-off Date (exclusive of (a) payments with respect to Post Cut-off Date Insurance Add-OnsOns and (b) interest due and payable prior to the Cut-off Date), (iv) the interest of the Seller in any Initial the Financed Vehicle Boats (including any right to receive future Net Liquidation Proceeds) that secures the Initial Contracts and that shall have been repossessed by the Servicer by or on behalf of the Trust; (v) all rights of the Seller to proceeds of from Insurance Policies covering individual Financed Boats or the Obligors and the Initial Contracts, (vi) the proceeds from any Servicer's Errors and Omissions Protection Policy, any fidelity bond and any blanket hazard physical damage policy, to the extent such proceeds relate to any Initial Financed VehicleBoat, (vii) all rights of recourse against any cosigner or under any personal guarantee with respect to the Initial Contracts (other than any right as against a Dealer under a Dealer Agreement), (viii) all amounts held for the Trust in credited to the Collection Account, (ix) all amounts held for the Trust in the Pre-Funding Account, (x) all amounts held for the Trust in the Capitalized Interest Account, (xi) all proceeds in any way derived from any of the foregoing items, and (xiix) all documents contained or required to be contained in the Contract Files relating to the Initial Contracts. The parties intend and agree that the conveyance of the Seller's right, title and interest in and to the Initial Contracts pursuant to this Agreement shall constitute an absolute sale. The Seller hereby declares and covenants that it shall at no time have any legal, equitable or beneficial interest in, or any right, including without limitation any reversionary or offset right, to the Collection Account, the Pre-Funding Account, the Capitalized Interest Account and the Cash Collateral Reserve Account, and that, in the event it receives any of the same, it shall hold same in trust for the benefit of the Trust on behalf of the Securityholders and shall immediately endorse over to the Trust any such amount it receives.

Sale and Conveyance of Contracts. On the Closing Date, subject to the terms and conditions hereof, the Seller shall sell, transfer, assign absolutely, set over and otherwise convey to the Purchaser (i) all the right, title and interest of the Seller in and to the Initial Contracts and all the rights, benefits, and obligations arising from and in connection with each Initial Contract, (ii) the security interests in the Initial Financed Vehicles Boats granted by the Obligors pursuant to the Initial Contracts, (iii) all payments received by the Seller on or with respect to the Initial Contracts on or after the Initial Cut-off Date (exclusive of payments with respect to Post Cut-off Date Insurance Add-Ons), (iv) the interest of the Seller in any Initial Financed Vehicle Boat (including any right to receive future Net Liquidation Proceeds) that secures the Initial Contracts and that shall have been repossessed by the Servicer by or on behalf of the Trust; (v) all rights of the Seller to proceeds of Insurance Policies covering the Obligors and the Initial Contracts, (vi) the proceeds from any Servicer's Errors and Omissions Protection Policy, any fidelity bond and any blanket hazard policy, to the extent such proceeds relate to any Initial Financed VehicleBoat, (vii) all rights of recourse against any cosigner or under any personal guarantee with respect to the Initial Contracts (other than any right as against a Dealer under a Dealer Agreement), (viii) all amounts held for the Trust in the Collection Account, (ix) all amounts held for the Trust in the Pre-Funding Account, (x) all amounts held for the Trust in the Capitalized Interest Account, (xi) all proceeds in any way derived from any of the foregoing items, and (xii) all documents contained or required to be contained in the Contract Files relating to the Initial Contracts. The parties intend and agree that the conveyance of the Seller's right, title and interest in and to the Initial Contracts pursuant to this Agreement shall constitute an absolute sale. The Seller hereby declares and covenants that it shall at no time have any legal, equitable or beneficial interest in, or any right, including without limitation any reversionary or offset right, to the Collection Account, the Pre-Funding Account, the Capitalized Interest Account and the Cash Collateral Account, and that, in the event it receives any of the same, it shall hold same in trust for the benefit of the Trust on behalf of the Securityholders and shall immediately endorse over to the Trust any such amount it receives.

Sale and Conveyance of Contracts. On the Closing Date, subject to the terms and conditions hereof, the Seller shall and by execution of this Agreement does, sell, transfer, assign absolutely, set over and otherwise convey to the Purchaser without recourse, except for the terms of this Agreement, and the Purchaser shall, and by execution of this Agreement hereby does, purchase (i) all the right, title and interest of the Seller in and to the Initial Contracts and all the rights, benefits, and obligations arising from and in connection with each Initial Contract, (ii) an assignment of the security interests in the Initial Financed Vehicles granted by the Obligors and any accessions thereto pursuant to the Initial Contracts, (iii) all payments monies received by the Seller on or with respect to the Initial Contracts on or after the Initial Cut-off Date (exclusive of (a) payments with respect to Post Cut-off Date Insurance Add-OnsOns and (b) interest due and payable prior to the Cut-off Date), (iv) the interest of the Seller in any Initial the Financed Vehicle Vehicles (including any right to receive future Net Liquidation Proceeds) that secures the Initial Contracts and that shall have been repossessed by the Servicer by or on behalf of the Trust; (v) all rights of the Seller to proceeds of from Insurance Policies covering individual Financed Vehicles or the Obligors and the Initial Contracts, (vi) the proceeds from any Servicer's Errors and Omissions Protection Policy, any fidelity bond and any blanket hazard physical damage policy, to the extent such proceeds relate to any Initial Financed Vehicle, (vii) all rights of recourse against any cosigner or under any personal guarantee with respect to the Initial Contracts (other than any right as against a Dealer under a Dealer Agreement), (viii) all amounts held for the Trust in credited to the Collection Account, (ix) all amounts held for the Trust in the Pre-Funding Account, (x) all amounts held for the Trust in the Capitalized Interest Account, (xi) all proceeds in any way derived from any of the foregoing items, and (xiix) all documents contained or required to be contained in the Contract Files relating to the Initial Contracts. The parties intend and agree that the conveyance of the Seller's right, title and interest in and to the Initial Contracts pursuant to this Agreement shall constitute an absolute sale. The Seller hereby declares and covenants that it shall at no time have any legal, equitable or beneficial interest in, or any right, including without limitation any reversionary or offset right, to the Collection Account, the Pre-Funding Account, the Capitalized Interest Account and the Cash Collateral Reserve Account, and that, in the event it receives any of the same, it shall hold same in trust for the benefit of the Trust on behalf of the Securityholders and shall immediately endorse over to the Trust any such amount it receives.

Sale and Conveyance of Contracts. On the Closing Date, subject to the terms and conditions hereof, the Seller shall and by execution of this Agreement does, sell, transfer, assign absolutely, set over and otherwise convey to the Purchaser without recourse, except for the terms of this Agreement, and the Purchaser shall, and by execution of this Agreement hereby does, purchase (i) all the right, title and interest of the Seller in and to the Initial Contracts and all the rights, benefits, and obligations arising from and in connection with each Initial Contract, (ii) an assignment of the security interests in the Initial Financed Vehicles granted by the Obligors and any accessions thereto pursuant to the Initial Contracts, (iii) all payments monies received by the Seller on or with respect to the Initial Contracts on or after the Initial Cut-off Date (exclusive of payments with respect to Post Cut-off Date Insurance Add-Ons), (iv) the interest of the Seller in any Initial the Financed Vehicle Vehicles (including any right to receive future Net Liquidation Proceeds) that secures the Initial Contracts and that shall have been repossessed by the Servicer by or on behalf of the Trust; (v) all rights of the Seller to proceeds of from Insurance Policies covering individual Financed Vehicles or the Obligors and the Initial Contracts, (vi) the proceeds from any Servicer's Errors and Omissions Protection Policy, any fidelity bond and any blanket hazard physical damage policy, to the extent such proceeds relate to any Initial Financed Vehicle, (vii) all rights of recourse against any cosigner or under any personal guarantee with respect to the Initial Contracts (other than any right as against a Dealer under a Dealer Agreement), (viii) all amounts held for the Trust in credited to the Collection Account, (ix) all amounts held for the Trust in the Pre-Funding Account, (x) all amounts held for the Trust in the Capitalized Interest Account, (xi) all proceeds in any way derived from any of the foregoing items, and (xiix) all documents contained or required to be contained in the Contract Files relating to the Initial Contracts. The parties intend and agree that the conveyance of the Seller's right, title and interest in and to the Initial Contracts pursuant to this Agreement shall constitute an absolute sale. The Seller hereby declares and covenants that it shall at no time have any legal, equitable or beneficial interest in, or any right, including without limitation any reversionary or offset right, to the Collection Account, the Pre-Funding Account, the Capitalized Interest Account and the Cash Collateral Reserve Account, and that, in the event it receives any of the same, it shall hold same in trust for the benefit of the Trust on behalf of the Securityholders and shall immediately endorse over to the Trust any such amount it receives.

Sale and Conveyance of Contracts. On the Closing Date, -------------------------------- subject to the terms and conditions hereof, the Seller shall and by execution of this Agreement does, sell, transfer, assign absolutely, set over and otherwise convey to the Purchaser without recourse, except for the terms of this Agreement, and the Purchaser shall, and by execution of this Agreement hereby does, purchase (i) all the right, title and interest of the Seller in and to the Initial Contracts and all the rights, benefits, and obligations arising from and in connection with each Initial Contract, (ii) assignments of the security interests in the Initial Financed Vehicles granted by the Obligors pursuant to the Initial Contracts, (iii) all payments received by the Seller on or with respect to the Initial Contracts on or after the Initial Cut-off Date (exclusive of payments with respect to Post Cut-off Date Insurance Add-Ons), (iv) the interest of the Seller in any Initial Financed Vehicle (including any right to receive future Net Liquidation Proceeds) that secures the Initial Contracts and that shall have been repossessed by the Servicer by or on behalf of the Trust; (v) all rights of the Seller to proceeds of Insurance Policies covering the Obligors and the Initial Contracts, (vi) the proceeds from any Servicer's Errors and Omissions Protection Policy, any fidelity bond and any blanket hazard physical damage policy, to the extent such proceeds relate to any Initial Financed Vehicle, (vii) all rights of recourse against any cosigner or under any personal guarantee with respect to the Initial Contracts (other than any right as against a Dealer under a Dealer Agreement), (viii) all amounts held for the Trust in the Collection Account, (ix) all amounts held for the Trust in the Pre-Pre- Funding Account, (x) all amounts held for the Trust in the Capitalized Interest Account, (xi) all proceeds in any way derived from any of the foregoing items, and (xiixi) all documents contained or required to be contained in the Contract Files relating to the Initial Contracts. The parties intend and agree that the conveyance of the Seller's right, title and interest in and to the Initial Contracts pursuant to this Agreement shall constitute an absolute sale. The Seller hereby declares and covenants that it shall at no time have any legal, equitable or beneficial interest in, or any right, including without limitation any reversionary or offset right, to the Collection Account, the Pre-Funding Account, the Capitalized Interest Account and the Cash Collateral Reserve Account, and that, in the event it receives any of the same, it shall hold same in trust for the benefit of the Trust on behalf of the Securityholders and shall immediately endorse over to the Trust any such amount it receives.

Sale and Conveyance of Contracts. On _________ __, 1996 (the Closing "Subsequent Transfer Date"), subject to the terms and conditions hereof, the Seller shall sell, transfer, assign absolutely, set over and otherwise convey to the Purchaser as of the Subsequent Transfer Date (i) all the right, title and interest of the Seller Company in and to the Initial Subsequent Contracts and all the rights, benefits, and obligations arising from and in connection with each Initial Subsequent Contract, (ii) the security interests in the Initial Subsequent Financed Vehicles granted by the Obligors pursuant to the Initial Subsequent Contracts, (iii) all payments received by the Seller Company on or with respect to the Initial Subsequent Contracts on or after the Initial Subsequent Cut-off Date (exclusive of payments with respect to Post Cut-off Date Insurance Add-Ons), (iv) the interest of the Seller Company in any Initial Subsequent Financed Vehicle (including any right to receive future Net Liquidation Proceeds) that secures the Initial Subsequent Contracts and that shall have been repossessed by the Servicer by or on behalf of the Trust; (v) all rights of the Seller Company to proceeds of Insurance Policies covering the Obligors and the Initial Subsequent Contracts, (vi) the proceeds from any Servicer's Errors and Omissions Protection Policy, any fidelity bond and any blanket hazard policy, to the extent such proceeds relate to any Initial Subsequent Financed Vehicle, (vii) all rights of recourse against any cosigner or under any personal guarantee with respect to the Initial Subsequent Contracts (other than any right as against a Dealer under a Dealer Agreement), (viii) all amounts held for the Trust in the Collection Account, (ix) all amounts held for the Trust in the Pre-Funding Account, (x) all amounts held for the Trust in the Capitalized Interest Account, (xi) all proceeds in any way derived from any of the foregoing items, and (xiiix) all documents contained or required to be contained in the Contract Files relating to the Initial Subsequent Contracts. The parties intend and agree that the conveyance of the Seller's right, title and interest in and to the Initial Subsequent Contracts (and all rights, entitlements and amounts listed above) pursuant to this Agreement shall constitute an absolute sale. The Seller hereby declares and covenants that it shall at no time have any legal, equitable or beneficial interest in, or any right, including without limitation any reversionary or offset right, to the Collection Account, the Pre-Funding Account, the Capitalized Interest Account and the Cash Collateral Account, and that, in the event it receives any of the same, it shall hold same in trust for the benefit of the Trust on behalf of the Securityholders and shall immediately endorse over to the Trust any such amount it receives.