Trust Assets. The assets subject to this Agreement and the Indenture, transferred by the Depositor to the Issuer and pledged by the Issuer to the Indenture Trustee, which assets consist of all accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities and rights to payment of any and every kind consisting of, arising from or relating to any of the following: (a) the Trust Receipts, (b) the Mortgage Loans, other than the related servicing rights, listed in the Mortgage Loan Schedule attached hereto as Schedule I (and subdivided into Schedule I-A, Schedule I-B, Schedule I-C, Schedule I-E, Schedule I-F, Schedule I-G, Schedule I-H, Schedule I-I and Schedule I-J), including all interest (but not including any prepayment premiums or penalties or yield maintenance payments except for prepayment premiums or penalties received or receivable by the Depositor on or with respect to the Mortgage Loans listed on Schedule I-E hereto), and principal due and payable after the Cut-off Date, but not including interest and principal due and payable on any Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files relating to such Mortgage Loans and all rights of the Depositor in the Loan Collateral, (c) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (b) above), (d) the Collection Account, the Note Distribution Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement, (e) any Insurance Policies, (f) any Eligible Investments held or amounts on deposit in any Trust Account, (g) the Underlying Securities, including, without limitation, the right to all distributions of principal and interest received on or with respect to the Underlying Securities, (h) the Rate Protection Agreements and all payments thereunder, (i) the rights of the Depositor under the Purchase Agreement, the Securities Transfer Agreement and each Servicing Agreement, (j) the rights of the Issuer under each Servicing Agreement, (k) all Holdback Amounts on deposit in custodial accounts established by [ ] for the benefit of the Issuer and (m) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing.
Appears in 3 contracts
Samples: Transfer and Servicing Agreement (Bayview Financial Securities Co LLC), Transfer and Servicing Agreement (BLG Securities Company, LLC), Transfer and Servicing Agreement (Bayview Financial Securities Co LLC)
Trust Assets. The Titling Trust shall acquire from time to time the following assets subject (the “Trust Assets”):
(a) cash;
(b) Lease Agreements;
(c) Leased Vehicles and all proceeds thereof, including, without limitation (i) the residual values of the Leased Vehicles to this Agreement and be realized through the Indentureexercise by Lessees of any purchase options under the Lease Agreements, transferred by the Depositor proceeds of sale of the Leased Vehicles to third parties, payments under any TRAC (terminal rental adjustment clause) provisions, payments received from any other Person, either directly or through a Series Servicer, with respect to the Issuer residual value of the Leased Vehicles or payments under any residual value insurance policy (the “Residual Proceeds”) and pledged by (ii) each Certificate of Title, which Certificate of Title shall reflect, as the Issuer owner of such Leased Vehicle, “ACAR Leasing Ltd.” or such other similar designation as may be acceptable to the Indenture Trusteeapplicable Registrar of Titles;
(d) all of the Settlor’s rights (but not its obligations) and all of the Titling Trust’s rights in each case with respect to any Lease Agreement or Leased Vehicle, which assets consist including, without limitation, (i) the right to proceeds arising from all repurchase obligations, if any, of AmeriCredit, the Settlor, any Dealer and any Assigning Affiliate relating to any Lease Agreement or Leased Vehicle, (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Vehicle and all claims against the applicable manufacturer or distributor and (iii) any guaranty given in connection with any Lease Agreement, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the extent pertaining to such Lease Agreement;
(e) any Insurance Policies;
(f) any Security Deposit to the extent due the lessor under the related Lease Agreement in accordance with the terms of such Lease Agreement; and
(g) all proceeds of any of the foregoing, including, without limitation, all present and future claims, demands, causes of 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, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, contract rightsnotes, general intangiblesdrafts, acceptances, chattel paper, instruments, documents, moneychecks, deposit accounts, certificates of depositinsurance proceeds, goodscondemnation awards, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities and rights to payment of any and every kind consisting ofand other forms of obligations and receivables, arising from instruments and other property which at any time constitute all or relating to any part of the following: (a) the Trust Receipts, (b) the Mortgage Loans, other than the related servicing rights, listed or are included in the Mortgage Loan Schedule attached hereto as Schedule I (and subdivided into Schedule I-A, Schedule I-B, Schedule I-C, Schedule I-E, Schedule I-F, Schedule I-G, Schedule I-H, Schedule I-I and Schedule I-J), including all interest (but not including proceeds of any prepayment premiums or penalties or yield maintenance payments except for prepayment premiums or penalties received or receivable by the Depositor on or with respect to the Mortgage Loans listed on Schedule I-E hereto), and principal due and payable after the Cut-off Date, but not including interest and principal due and payable on any Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files relating to such Mortgage Loans and all rights of the Depositor in the Loan Collateral, (c) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (b) above), (d) the Collection Account, the Note Distribution Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement, (e) any Insurance Policies, (f) any Eligible Investments held or amounts on deposit in any Trust Account, (g) the Underlying Securities, including, without limitation, the right to all distributions of principal and interest received on or with respect to the Underlying Securities, (h) the Rate Protection Agreements and all payments thereunder, (i) the rights of the Depositor under the Purchase Agreement, the Securities Transfer Agreement and each Servicing Agreement, (j) the rights of the Issuer under each Servicing Agreement, (k) all Holdback Amounts on deposit in custodial accounts established by [ ] for the benefit of the Issuer and (m) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing.
Appears in 3 contracts
Samples: Trust Agreement (ACAR Leasing Ltd.), Trust Agreement (ACAR Leasing Ltd.), Trust Agreement (ACAR Leasing Ltd.)
Trust Assets. The assets subject Pursuant to this Agreement and the IndentureServicing Agreement, transferred the Trust shall acquire from time to time the following assets (the "Trust Assets"):
(a) cash;
(b) lease contracts (the "User Leases") of automobiles and other vehicles, together with all non-severable appliances, instruments, accessories, furnishings, other equipment, additions, parts and improvements from time to time constituting a part thereof and all accessions thereto (the "Leased Vehicles"), which User Leases are or were originated by VCI, a dealer (such dealers being referred to herein as "Dealers") or directly by the Depositor Trust;
(c) Leased Vehicles and all proceeds thereof, including, without limitation (i) the residual values of the Leased Vehicles to be realized through the exercise by End Users of any purchase options under the User Leases, the proceeds of sale of the Leased Vehicles to third parties, payments received from any other Person, either directly or through a Servicer, with respect to the Issuer residual value of the Leased Vehicles or payments under any residual value insurance policy and pledged (ii) each certificate of title or other evidence of ownership of a Leased Vehicle issued by the Issuer Registrar of Titles in the respective jurisdiction in which each such Leased Vehicle is registered (each a "Certificate of Title"), which Certificate of Title shall reflect, as the owner of such Leased Vehicle, "VW Credit Leasing, Ltd.", any trustee of the Trust or such other similar designation as may be acceptable to any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and liens thereon (each a "Registrar of Titles");
(d) all of VCI's rights (but not its obligations) and all of the Trust's rights, in each case with respect to any User Lease or Leased Vehicle, including, without limitation, (i) the right to proceeds arising from all dealer repurchase obligations, if any, relating to any User Lease or Leased Vehicle arising under any agreements with any Dealer ("Dealer Agreements"), (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Vehicle and all claims against the applicable manufacturer or distributor and (iii) any guaranty given in connection with any User Lease, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the Indenture Trusteeextent pertaining to such User Lease;
(e) any insurance policy and rights thereunder or proceeds therefrom, which assets consist including, without limitation, any residual value insurance policy, any policy of comprehensive, collision, public liability, physical damage, personal liability, general liability, excess or umbrella liability, credit accident or health, credit disability, credit life or unemployment insurance maintained by the Initial Beneficiary, VCI, any End User or any Affiliate of any such Person to the extent that any such policy covers or applies to any User Lease, Leased Vehicle or the ability of any End User to make required payments with respect to the related User Lease or related Leased Vehicle (collectively, "Insurance Policies");
(f) any Security Deposit to the extent due the lessor under the related User Lease in accordance with the terms of such User Lease; and
(g) all proceeds of any of the foregoing, including, without limitation, all present and future claims, demands, causes of 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, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, contract rightsnotes, general intangiblesdrafts, acceptances, chattel paper, instruments, documents, moneychecks, deposit accounts, certificates of depositinsurance proceeds, goodscondemnation awards, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities and rights to payment of any and every kind consisting ofand other forms of obligations and receivables, arising from instruments and other property which at any time constitute all or relating to any part of the following: (a) the Trust Receipts, (b) the Mortgage Loans, other than the related servicing rights, listed or are included in the Mortgage Loan Schedule attached hereto as Schedule I (and subdivided into Schedule I-A, Schedule I-B, Schedule I-C, Schedule I-E, Schedule I-F, Schedule I-G, Schedule I-H, Schedule I-I and Schedule I-J), including all interest (but not including proceeds of any prepayment premiums or penalties or yield maintenance payments except for prepayment premiums or penalties received or receivable by the Depositor on or with respect to the Mortgage Loans listed on Schedule I-E hereto), and principal due and payable after the Cut-off Date, but not including interest and principal due and payable on any Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files relating to such Mortgage Loans and all rights of the Depositor in the Loan Collateral, (c) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (b) above), (d) the Collection Account, the Note Distribution Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement, (e) any Insurance Policies, (f) any Eligible Investments held or amounts on deposit in any Trust Account, (g) the Underlying Securities, including, without limitation, the right to all distributions of principal and interest received on or with respect to the Underlying Securities, (h) the Rate Protection Agreements and all payments thereunder, (i) the rights of the Depositor under the Purchase Agreement, the Securities Transfer Agreement and each Servicing Agreement, (j) the rights of the Issuer under each Servicing Agreement, (k) all Holdback Amounts on deposit in custodial accounts established by [ ] for the benefit of the Issuer and (m) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing.
Appears in 2 contracts
Samples: Trust Agreement (Volkswagen Public Auto Loan Securitization LLC), Trust Agreement (Volkswagen Auto Lease Underwritten Funding LLC)
Trust Assets. The assets subject Pursuant to this Agreement and the IndentureServicing Agreement, transferred the Trust shall acquire from time to time the following assets (the “Trust Assets”):
(a) cash;
(b) lease contracts (the “User Leases”) of automobiles and other vehicles, together with all non-severable appliances, instruments, accessories, furnishings, other equipment, additions, parts and improvements from time to time constituting a part thereof and all accessions thereto (the “Leased Vehicles”), which User Leases are or were originated by VCI, a dealer (such dealers being referred to herein as “Dealers”) or directly by the Depositor Trust;
(c) Leased Vehicles and all proceeds thereof, including, without limitation (i) the residual values of the Leased Vehicles to be realized through the exercise by End Users of any purchase options under the User Leases, the proceeds of sale of the Leased Vehicles to third parties, payments received from any other Person, either directly or through a Servicer, with respect to the Issuer residual value of the Leased Vehicles or payments under any residual value insurance policy and pledged (ii) each certificate of title or other evidence of ownership of a Leased Vehicle issued by the Issuer Registrar of Titles in the respective jurisdiction in which each such Leased Vehicle is registered (each a “Certificate of Title”), which Certificate of Title shall reflect, as the owner of such Leased Vehicle, “VW Credit Leasing, Ltd.”, any trustee of the Trust or such other similar designation as may be acceptable to any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and liens thereon (each a “Registrar of Titles”);
(d) all of VCI’s rights (but not its obligations) and all of the Trust’s rights, in each case with respect to any User Lease or Leased Vehicle, including, without limitation, (i) the right to proceeds arising from all dealer repurchase obligations, if any, relating to any User Lease or Leased Vehicle arising under any agreements with any Dealer (“Dealer Agreements”), (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Vehicle and all claims against the applicable manufacturer or distributor and (iii) any guaranty given in connection with any User Lease, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the Indenture Trusteeextent pertaining to such User Lease;
(e) any insurance policy and rights thereunder or proceeds therefrom, which assets consist including, without limitation, any residual value insurance policy, any policy of comprehensive, collision, public liability, physical damage, personal liability, general liability, excess or umbrella liability, credit accident or health, credit disability, credit life or unemployment insurance maintained by the Initial Beneficiary, VCI, any End User or any Affiliate of any such Person to the extent that any such policy covers or applies to any User Lease, Leased Vehicle or the ability of any End User to make required payments with respect to the related User Lease or related Leased Vehicle (collectively, “Insurance Policies”);
(f) any Security Deposit to the extent due the lessor under the related User Lease in accordance with the terms of such User Lease; and
(g) all proceeds of any of the foregoing, including, without limitation, all present and future claims, demands, causes of 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, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, contract rightsnotes, general intangiblesdrafts, acceptances, chattel paper, instruments, documents, moneychecks, deposit accounts, certificates of depositinsurance proceeds, goodscondemnation awards, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities and rights to payment of any and every kind consisting ofand other forms of obligations and receivables, arising from instruments and other property which at any time constitute all or relating to any part of the following: (a) the Trust Receipts, (b) the Mortgage Loans, other than the related servicing rights, listed or are included in the Mortgage Loan Schedule attached hereto as Schedule I (and subdivided into Schedule I-A, Schedule I-B, Schedule I-C, Schedule I-E, Schedule I-F, Schedule I-G, Schedule I-H, Schedule I-I and Schedule I-J), including all interest (but not including proceeds of any prepayment premiums or penalties or yield maintenance payments except for prepayment premiums or penalties received or receivable by the Depositor on or with respect to the Mortgage Loans listed on Schedule I-E hereto), and principal due and payable after the Cut-off Date, but not including interest and principal due and payable on any Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files relating to such Mortgage Loans and all rights of the Depositor in the Loan Collateral, (c) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (b) above), (d) the Collection Account, the Note Distribution Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement, (e) any Insurance Policies, (f) any Eligible Investments held or amounts on deposit in any Trust Account, (g) the Underlying Securities, including, without limitation, the right to all distributions of principal and interest received on or with respect to the Underlying Securities, (h) the Rate Protection Agreements and all payments thereunder, (i) the rights of the Depositor under the Purchase Agreement, the Securities Transfer Agreement and each Servicing Agreement, (j) the rights of the Issuer under each Servicing Agreement, (k) all Holdback Amounts on deposit in custodial accounts established by [ ] for the benefit of the Issuer and (m) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing.
Appears in 2 contracts
Samples: Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)
Trust Assets. The assets subject Pursuant to this Agreement and the IndentureServicing Agreement, transferred the Trust shall hold and acquire from the Initial Beneficiary from time to time the following assets as contemplated by this Agreement and the Depositor to the Issuer and pledged by the Issuer to the Indenture Trustee, which assets consist of all accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities and rights to payment of any and every kind consisting of, arising from or relating to any of the followingServicing Agreement: (a) the Trust Receipts, cash; (b) lease contracts (such lease contracts, the Mortgage Loans"Leases") of Vehicles, other than and all security therefore; (c) Vehicles that are or were subject to a Lease (the related servicing rights, listed in the Mortgage Loan Schedule attached hereto as Schedule I ("Leased Vehicles") and subdivided into Schedule I-A, Schedule I-B, Schedule I-C, Schedule I-E, Schedule I-F, Schedule I-G, Schedule I-H, Schedule I-I and Schedule I-J)all proceeds thereof, including all interest (but not including the residual values of the Leased Vehicles to be realized through the exercise by lessees of purchase options under the Leases, the proceeds of sale of the Leased Vehicles to third parties and payments received from any prepayment premiums other Person, either directly or penalties or yield maintenance payments except for prepayment premiums or penalties received or receivable by the Depositor on or through a Servicer, with respect to the Mortgage Loans listed on Schedule ILeased Vehicles; (d) Vehicles acquired at the request of lessees under Leases ("Paid-E hereto), and principal due and payable after the CutIn-off Date, but not including interest and principal due and payable on any Mortgage Loans on or before the Cut-off DateAdvance Vehicles" and, together with the Mortgage Files relating Leased Vehicles, "Trust Vehicles"), and all proceeds thereof, including the proceeds of sale of the Paid-In-Advance Vehicles and payments received from the related lessees or any other Persons, either directly or through the Servicer, with respect to such Mortgage Loans and all rights of the Depositor in the Loan Collateral, (c) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (b) above), (d) the Collection Account, the Note Distribution Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement, Paid-In-Advance Vehicles; (e) each certificate of title or other evidence of ownership of a Trust Vehicle issued by the Registrar of Titles (as defined below) in the respective jurisdiction in which such Trust Vehicle is registered (each a "Certificate of Title"), which Certificate of Title shall reflect as the owner of such Trust Vehicle "D.L. Peterson Trust", the name of any Insurance PoliciesTrustee or such other similax xxxxxxxxxxx as may be acceptable to any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and liens thereon (each a "Registrar of Titles"); (f) all of the lessor's rights (but not its obligations) and all of the Trust's rights, in each case with respect to any Eligible Investments held Lease or amounts on deposit in any Trust Account, Vehicle; (g) the Underlying Securitiesany insurance policy and rights thereunder or proceeds therefrom, including, without limitation, any policy of comprehensive, collision, public liability, physical damage or personal liability insurance, maintained by the right to all distributions Initial Beneficiary or any Affiliate of principal and interest received on the Initial Beneficiary, the Servicer under the Servicing Agreement, any Obligor under any Lease or with respect any Affiliate of any such Obligor to the Underlying Securitiesextent that any such policy covers or applies to any Lease or Trust Vehicle (collectively, "Insurance Policies"); (h) receivables (the Rate Protection Agreements "Fleet Receivables") generated by VMS from Obligors under fleet maintenance contracts, fleet management contracts, fuel card contracts and any other service contracts the fees for which are or would be billed together with a Lease if the Obligor is a party to a Lease (collectively, "Fleet Service Contracts") and all payments thereunderproceeds thereof, which Fleet Receivables are acquired by the Initial Beneficiary from time to time pursuant to the terms of the Receivables Purchase Agreement dated as of June 30, 1999 between VMS and the Initial Beneficiary (as amended, modified or supplemented from time to time, the "Receivables Purchase Agreement"); (i) the rights all of the Depositor Initial Beneficiary's rights (but not its obligations) under the Receivables Purchase Agreement, the Securities Transfer Contribution Agreement and each Servicing the Asset Sale Agreement, ; and (j) the rights all proceeds of any of the Issuer foregoing. The foregoing assets, together with the Trust's rights under each Servicing the Receivables Purchase Agreement and the Contribution Agreement, (k) all Holdback Amounts on deposit in custodial accounts established by [ ] for the benefit of the Issuer and (m) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoingsame, are collectively referred to herein as the "Trust Assets".
Appears in 1 contract
Samples: Origination Trust Agreement (Greyhound Funding LLC)
Trust Assets. The Trust shall acquire, either directly or through an assignment, from time to time the following assets (the “Trust Assets”):
(a) cash;
(b) lease contracts (the “User Leases”) of Vehicles, Vehicles that are the subject of User Leases other equipment and/or other tangible property or assets, together with all non-severable appliances, instruments, accessories, furnishings, other equipment, additions, parts and improvements from time to this Agreement time constituting a part thereof and all accessions thereto (the Indenture“Leased Assets”) and any and all amounts payable under any User Lease, transferred including, without limitation, monthly rental, interim financing and interim interest, and reimbursement for payments made by the Depositor Trust under the User Lease for obligations of the End User under the User Lease, including amounts for personal property tax, sales tax, violations, Certificates of Title and other fees or expenses;
(c) Leased Assets and all proceeds thereof, including, without limitation (i) the residual values of the Leased Assets to be realized through the exercise by End Users of any purchase options under the User Leases, the proceeds of sale of the Leased Assets to third parties, payments under any TRAC (terminal rental adjustment clause) provisions, payments received from any other Person, either directly or through a Servicer, with respect to the Issuer residual value of the Leased Assets or payments under any residual value insurance policy and pledged (ii) each certificate of title or other evidence of ownership of a Leased Vehicle issued by the Issuer Registrar of Titles in the respective jurisdiction in which each such Leased Vehicle is registered (each a “Certificate of Title”), which Certificate of Title shall reflect, as the owner of such Leased Vehicle, “GE TF Trust”, any trustee of the Trust or such other similar designation as may be acceptable to any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and liens thereon (each a “Registrar of Titles”);
(d) all of the Trust’s rights with respect to any User Lease or Leased Asset, including, without limitation, (i) the right to proceeds arising from all vendor repurchase obligations, if any, relating to any User Lease or Leased Asset arising under any agreements with any Vendor (“Vendor Agreements”), (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Asset and all claims against the applicable manufacturer or distributor and (iii) any guaranty or other credit enhancement given in connection with any User Lease, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the Indenture Trusteeextent pertaining to such User Lease;
(e) any insurance policy and rights thereunder or proceeds therefrom, which assets consist including, without limitation, any residual value insurance policy, any policy of comprehensive, collision, public liability, physical damage, personal liability, general liability, excess or umbrella liability, credit accident or health, credit disability, credit life or unemployment insurance maintained by the Initial Beneficiary, GE Title, any End User or any Affiliate of any such Person to the extent that any such policy covers or applies to any User Lease, Leased Asset or the ability of any End User to make required payments with respect to the related User Lease or related Leased Asset (collectively, “Insurance Policies”);
(f) any Security Deposit to the extent due to the lessor under the related User Lease in accordance with the terms of such User Lease;
(g) any other right to any payment relating to a Unit, including, without limitation, rebates, discounts, incentives and other compensation received, directly or indirectly, from manufacturers, suppliers or vendors with respect to the Unit;
(h) any Permitted Agreement; and
(i) all proceeds of any of the foregoing, including, without limitation, all present and future claims, demands, causes of 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, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, contract rightsnotes, general intangiblesdrafts, acceptances, chattel paper, instruments, documents, moneychecks, deposit accounts, certificates of depositinsurance proceeds, goodscondemnation awards, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities and rights to payment of any and every kind consisting ofand other forms of obligations and receivables, arising from instruments and other property which at any time constitute all or relating to any part of the following: (a) the Trust Receipts, (b) the Mortgage Loans, other than the related servicing rights, listed or are included in the Mortgage Loan Schedule attached hereto as Schedule I (and subdivided into Schedule I-A, Schedule I-B, Schedule I-C, Schedule I-E, Schedule I-F, Schedule I-G, Schedule I-H, Schedule I-I and Schedule I-J), including all interest (but not including proceeds of any prepayment premiums or penalties or yield maintenance payments except for prepayment premiums or penalties received or receivable by the Depositor on or with respect to the Mortgage Loans listed on Schedule I-E hereto), and principal due and payable after the Cut-off Date, but not including interest and principal due and payable on any Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files relating to such Mortgage Loans and all rights of the Depositor in the Loan Collateral, (c) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (b) above), (d) the Collection Account, the Note Distribution Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement, (e) any Insurance Policies, (f) any Eligible Investments held or amounts on deposit in any Trust Account, (g) the Underlying Securities, including, without limitation, the right to all distributions of principal and interest received on or with respect to the Underlying Securities, (h) the Rate Protection Agreements and all payments thereunder, (i) the rights of the Depositor under the Purchase Agreement, the Securities Transfer Agreement and each Servicing Agreement, (j) the rights of the Issuer under each Servicing Agreement, (k) all Holdback Amounts on deposit in custodial accounts established by [ ] for the benefit of the Issuer and (m) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing.
Appears in 1 contract
Trust Assets. The Trust may acquire from time to time the following assets (the “Trust Assets”):
(a) cash;
(b) lease contracts (the “User Leases”) of Vehicles, Vehicles that are the subject of User Leases, other equipment and/or other tangible property or assets, together with all non-severable appliances, instruments, accessories, furnishings, other equipment, additions, parts and improvements from time to this Agreement time constituting a part thereof and all accessions thereto (the Indenture“Leased Assets”) and any and all amounts payable under any User Lease, transferred including, without limitation, payments under any TRAC (terminal rental adjustment clause) provisions, monthly rental, interim financing and interim interest, and reimbursement for payments made by the Depositor Trust under the User Lease for obligations of the End User under the User Lease, including amounts for personal property tax, sales tax, violations, Certificates of Title and other fees or expenses;
(c) each certificate of title or other evidence of ownership of a Leased Vehicle issued by the Registrar of Titles in the respective jurisdiction in which each such Leased Vehicle is registered (each a “Certificate of Title”), which Certificate of Title shall reflect, as the owner of such Leased Vehicle, “GE CF Trust”, any trustee of the Trust or such other similar designation as may be acceptable to any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and liens thereon (each a “Registrar of Titles”);
(d) all of the Trust’s rights with respect to any User Lease or Leased Asset, including, without limitation, (i) the right to proceeds arising from all vendor repurchase obligations, if any, relating to any User Lease or Leased Asset arising under any agreements with any Vendor (“Vendor Agreements”), (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Asset and all claims against the applicable manufacturer or distributor and (iii) any guaranty or other credit enhancement given in connection with any User Lease, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the Issuer extent pertaining to such User Lease;
(e) any insurance policy and pledged rights thereunder or proceeds therefrom, including, without limitation, any residual value insurance policy, any policy of comprehensive, collision, public liability, physical damage, personal liability, general liability, excess or umbrella liability, credit accident or health, credit disability or credit life insurance maintained by the Issuer UTI Beneficiary, GE Capital, CPLC, GECB, any End User or any Affiliate of any such Person to the Indenture Trusteeextent that any such policy covers or applies to any User Lease, which assets consist Leased Asset or the ability of any End User to make required payments with respect to the related User Lease or related Leased Asset (collectively, “Insurance Policies”);
(f) any Security Deposit to the extent due to the lessor under the related User Lease in accordance with the terms of such User Lease;
(g) any other right to any payment relating to a Unit, including, without limitation, rebates, discounts, incentives and other compensation received, directly or indirectly, from manufacturers, suppliers or vendors with respect to the Unit;
(h) any Permitted Agreement; and
(i) all proceeds of any of the foregoing, including, without limitation, all present and future claims, demands, causes of 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, voluntary or involuntary, into cash or other liquid property (including the residual values of the Leased Assets to be realized through the exercise by End Users of any purchase options under the User Leases), all cash proceeds, accounts, accounts receivable, contract rightsnotes, general intangiblesdrafts, acceptances, chattel paper, instruments, documents, moneychecks, deposit accounts, certificates of depositinsurance proceeds, goodscondemnation awards, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities and rights to payment of any and every kind consisting ofand other forms of obligations and receivables, arising from instruments and other property which at any time constitute all or relating to any part of the following: (a) the Trust Receipts, (b) the Mortgage Loans, other than the related servicing rights, listed or are included in the Mortgage Loan Schedule attached hereto as Schedule I (and subdivided into Schedule I-A, Schedule I-B, Schedule I-C, Schedule I-E, Schedule I-F, Schedule I-G, Schedule I-H, Schedule I-I and Schedule I-J), including all interest (but not including proceeds of any prepayment premiums or penalties or yield maintenance payments except for prepayment premiums or penalties received or receivable by the Depositor on or with respect to the Mortgage Loans listed on Schedule I-E hereto), and principal due and payable after the Cut-off Date, but not including interest and principal due and payable on any Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files relating to such Mortgage Loans and all rights of the Depositor in the Loan Collateral, (c) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (b) above), (d) the Collection Account, the Note Distribution Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement, (e) any Insurance Policies, (f) any Eligible Investments held or amounts on deposit in any Trust Account, (g) the Underlying Securities, including, without limitation, the right to all distributions of principal and interest received on or with respect to the Underlying Securities, (h) the Rate Protection Agreements and all payments thereunder, (i) the rights of the Depositor under the Purchase Agreement, the Securities Transfer Agreement and each Servicing Agreement, (j) the rights of the Issuer under each Servicing Agreement, (k) all Holdback Amounts on deposit in custodial accounts established by [ ] for the benefit of the Issuer and (m) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing.
Appears in 1 contract
Trust Assets. The Trust may acquire from time to time the following assets (the “Trust Assets”):
(a) cash;
(b) lease contracts (the “User Leases”) of Vehicles, Vehicles that are the subject of User Leases, other equipment and/or other tangible property or assets, together with all non-severable appliances, instruments, accessories, furnishings, other equipment, additions, parts and improvements from time to this Agreement time constituting a part thereof and all accessions thereto (the Indenture“Leased Assets”) and any and all amounts payable under any User Lease, transferred including, without limitation, payments under any TRAC (terminal rental adjustment clause) provisions, monthly rental, interim financing and interim interest, and reimbursement for payments made by the Depositor Trust under the User Lease for obligations of the End User under the User Lease, including amounts for personal property tax, sales tax, violations, Certificates of Title and other fees or expenses;
(c) each certificate of title or other evidence of ownership of a Leased Vehicle issued by the Registrar of Titles in the respective jurisdiction in which each such Leased Vehicle is registered (each a “Certificate of Title”), which Certificate of Title shall reflect, as the owner of such Leased Vehicle, “GE TF Trust”, any trustee of the Trust or such other similar designation as may be acceptable to any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and liens thereon (each a “Registrar of Titles”);
(d) all of the Trust’s rights with respect to any User Lease or Leased Asset, including, without limitation, (i) the right to proceeds arising from all vendor repurchase obligations, if any, relating to any User Lease or Leased Asset arising under any agreements with any Vendor (“Vendor Agreements”), (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Asset and all claims against the applicable manufacturer or distributor and (iii) any guaranty or other credit enhancement given in connection with any User Lease, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the Issuer extent pertaining to such User Lease;
(e) any insurance policy and pledged rights thereunder or proceeds therefrom, including, without limitation, any residual value insurance policy, any policy of comprehensive, collision, public liability, physical damage, personal liability, general liability, excess or umbrella liability, credit accident or health, credit disability or credit life insurance maintained by the Issuer UTI Beneficiary, GE Title, any End User or any Affiliate of any such Person to the Indenture Trusteeextent that any such policy covers or applies to any User Lease, which assets consist Leased Asset or the ability of any End User to make required payments with respect to the related User Lease or related Leased Asset (collectively, “Insurance Policies”);
(f) any Security Deposit to the extent due to the lessor under the related User Lease in accordance with the terms of such User Lease;
(g) any other right to any payment relating to a Unit, including, without limitation, rebates, discounts, incentives and other compensation received, directly or indirectly, from manufacturers, suppliers or vendors with respect to the Unit;
(h) any Permitted Agreement; and
(i) all proceeds of any of the foregoing, including, without limitation, all present and future claims, demands, causes of 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, voluntary or involuntary, into cash or other liquid property (including the residual values of the Leased Assets to be realized through the exercise by End Users of any purchase options under the User Leases), all cash proceeds, accounts, accounts receivable, contract rightsnotes, general intangiblesdrafts, acceptances, chattel paper, instruments, documents, moneychecks, deposit accounts, certificates of depositinsurance proceeds, goodscondemnation awards, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities and rights to payment of any and every kind consisting ofand other forms of obligations and receivables, arising from instruments and other property which at any time constitute all or relating to any part of the following: (a) the Trust Receipts, (b) the Mortgage Loans, other than the related servicing rights, listed or are included in the Mortgage Loan Schedule attached hereto as Schedule I (and subdivided into Schedule I-A, Schedule I-B, Schedule I-C, Schedule I-E, Schedule I-F, Schedule I-G, Schedule I-H, Schedule I-I and Schedule I-J), including all interest (but not including proceeds of any prepayment premiums or penalties or yield maintenance payments except for prepayment premiums or penalties received or receivable by the Depositor on or with respect to the Mortgage Loans listed on Schedule I-E hereto), and principal due and payable after the Cut-off Date, but not including interest and principal due and payable on any Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files relating to such Mortgage Loans and all rights of the Depositor in the Loan Collateral, (c) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (b) above), (d) the Collection Account, the Note Distribution Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement, (e) any Insurance Policies, (f) any Eligible Investments held or amounts on deposit in any Trust Account, (g) the Underlying Securities, including, without limitation, the right to all distributions of principal and interest received on or with respect to the Underlying Securities, (h) the Rate Protection Agreements and all payments thereunder, (i) the rights of the Depositor under the Purchase Agreement, the Securities Transfer Agreement and each Servicing Agreement, (j) the rights of the Issuer under each Servicing Agreement, (k) all Holdback Amounts on deposit in custodial accounts established by [ ] for the benefit of the Issuer and (m) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing.
Appears in 1 contract
Samples: Trust Agreement (GE TF Trust)
Trust Assets. The assets subject to this Agreement and the Indenture, transferred by the Depositor to the Issuer and pledged by the Issuer to the Indenture Trustee, which assets consist of all accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities and rights to payment of any and every kind consisting of, arising from or relating to any of the following: (a) the Trust Receipts, (b) the Mortgage Loans, other than the related servicing rights, listed in the Mortgage Loan Schedule attached hereto as Schedule I (and subdivided into Schedule I-A, Schedule I-B, Schedule I-C, Schedule I-E, Schedule I-F, Schedule I-G, Schedule I-H, Schedule I-I and Schedule I-J), including all interest (but not including any prepayment premiums or penalties or yield maintenance payments except for prepayment premiums or penalties received or receivable by the Depositor on or with respect to the Mortgage Loans listed on Schedule I-E hereto), and principal due and payable after the Cut-off Date, but not including interest and principal due and payable on any Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files relating to such Mortgage Loans and all rights of the Depositor in the Loan Collateral, (c) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (b) above), (d) the Collection Account, the Note Distribution Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement, (e) any Insurance Policies, (f) any Eligible Investments held or amounts on deposit in any Trust Account, (g) the Underlying Securities, including, without limitation, the right to all distributions of principal and interest received on or with respect to the Underlying Securities, (h) the Rate Protection Agreements and all payments thereunder, (i) the rights of the Depositor under the Purchase Agreement, Sale Agreement and [the Securities Transfer Agreement and each Servicing Agreement], (j) the rights of the Issuer under each Servicing Agreement, Article IV hereof and (k) all Holdback Amounts on deposit in custodial accounts established by [ ] for the benefit of the Issuer and (m) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing.
Appears in 1 contract
Samples: Transfer and Servicing Agreement (Aegis Asset Backed Securities Corp)
Trust Assets. The assets subject Pursuant to this Agreement and the IndentureServicing Agreement, transferred the Trust shall hold and acquire from the Initial Beneficiary from time to time the following assets as contemplated by this Agreement and the Depositor to the Issuer and pledged by the Issuer to the Indenture Trustee, which assets consist of all accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities and rights to payment of any and every kind consisting of, arising from or relating to any of the followingServicing Agreement: (a) the Trust Receipts, cash; (b) lease contracts (such lease contracts, the Mortgage Loans"Leases") of Vehicles, other than and all security therefore; (c) Vehicles that are or were subject to a Lease (the related servicing rights, listed in the Mortgage Loan Schedule attached hereto as Schedule I ("Leased Vehicles") and subdivided into Schedule I-A, Schedule I-B, Schedule I-C, Schedule I-E, Schedule I-F, Schedule I-G, Schedule I-H, Schedule I-I and Schedule I-J)all proceeds thereof, including all interest (but not including the residual values of the Leased Vehicles to be realized through the exercise by lessees of purchase options under the Leases, the proceeds of sale of the Leased Vehicles to third parties and payments received from any prepayment premiums other Person, either directly or penalties or yield maintenance payments except for prepayment premiums or penalties received or receivable by the Depositor on or through a Servicer, with respect to the Mortgage Loans listed on Schedule ILeased Vehicles; (d) Vehicles acquired at the request of lessees under Leases ("Paid-E hereto), and principal due and payable after the CutIn-off Date, but not including interest and principal due and payable on any Mortgage Loans on or before the Cut-off DateAdvance Vehicles" and, together with the Mortgage Files relating Leased Vehicles, "Trust Vehicles"), and all proceeds thereof, including the proceeds of sale of the Paid-In-Advance Vehicles and payments received from the related lessees or any other Persons, either directly or through the Servicer, with respect to such Mortgage Loans and all rights of the Depositor in the Loan Collateral, (c) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (b) above), (d) the Collection Account, the Note Distribution Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement, Paid-In-Advance Vehicles; (e) each certificate of title or other evidence of ownership of a Trust Vehicle issued by the Registrar of Titles (as defined below) in the respective jurisdiction in which such Trust Vehicle is registered (each a "Certificate of Title"), which Certificate of Title shall reflect as the owner of such Trust Vehicle "X.X. Xxxxxxxx Trust", the name of any Insurance PoliciesTrustee or such other similar designation as may be acceptable to any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and liens thereon (each a "Registrar of Titles"); (f) all of the lessor's rights (but not its obligations) and all of the Trust's rights, in each case with respect to any Eligible Investments held Lease or amounts on deposit in any Trust Account, Vehicle; (g) the Underlying Securitiesany insurance policy and rights thereunder or proceeds therefrom, including, without limitation, any policy of comprehensive, collision, public liability, physical damage or personal liability insurance, maintained by the right to all distributions Initial Beneficiary or any Affiliate of principal and interest received on the Initial Beneficiary, the Servicer under the Servicing Agreement, any Obligor under any Lease or with respect any Affiliate of any such Obligor to the Underlying Securitiesextent that any such policy covers or applies to any Lease or Trust Vehicle (collectively, "Insurance Policies"); (h) receivables (the Rate Protection Agreements "Fleet Receivables") generated by VMS from Obligors under fleet maintenance contracts, fleet management contracts, fuel card contracts and any other service contracts the fees for which are or would be billed together with a Lease if the Obligor is a party to a Lease (collectively, "Fleet Service Contracts") and all payments thereunderproceeds thereof, which Fleet Receivables are acquired by the Initial Beneficiary from time to time pursuant to the terms of the Receivables Purchase Agreement dated as of June 30, 1999 between VMS and the Initial Beneficiary (as amended, modified or supplemented from time to time, the "Receivables Purchase Agreement"); (i) the rights all of the Depositor Initial Beneficiary's rights (but not its obligations) under the Receivables Purchase Agreement, the Securities Transfer Contribution Agreement and each Servicing the Asset Sale Agreement, ; and (j) the rights all proceeds of any of the Issuer foregoing. The foregoing assets, together with the Trust's rights under each Servicing the Receivables Purchase Agreement and the Contribution Agreement, (k) all Holdback Amounts on deposit in custodial accounts established by [ ] for the benefit of the Issuer and (m) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoingsame, are collectively referred to herein as the "Trust Assets".
Appears in 1 contract
Trust Assets. The assets subject (a) Pursuant to this Agreement and each Transfer Agreement, the IndentureTrust shall acquire from time to time the following assets (the items described in clauses (1) through (6) and any other assets which the Trust from time to time may acquire from the Settlor or other Persons party to a Transfer Agreement as a seller (the Settlor and each other such seller, a “Seller”), the “Trust Assets”):
(i) cash;
(ii) all lease contracts (together with any assignments thereof and any delivery and acceptance certificate therefor, any guaranties and amendments, addendums and other modifications thereto, the “Contracts”) to the extent, but only to the extent, that such Contracts relate to each Chassis and/or Refrigeration Generator sold by a Seller to the Trust from time to time, together with all substitutions, repairs, replacements, non-severable appliances, instruments, accessories, furnishings, other equipment, additions, parts and improvements from time to time constituting a part thereof and all accessions thereto (all of the foregoing collectively, the “Equipment”), which Contracts are or were transferred to the Trust by Interpool, TLI, IAL, any manufacturer or any Dealer, or originated directly by the Depositor Trust;
(iii) the Equipment and all income, payments and proceeds thereof, including, without limitation (i) the residual values of the Equipment to be realized through the exercise by Users of any purchase options under the Contracts, the proceeds of sale of the Equipment to third parties, payments received from any other Person, either directly or through a Servicer, with respect to the Issuer residual value of the Equipment (including, without limitation, payments under any terminal rent adjustment clause) or payments under any Physical Damage Insurance Policy or residual value insurance policy and pledged (ii) each certificate of title or other evidence of ownership of an item of Equipment (as provided in and subject to the limitation set forth in the related Transfer Agreements), as the case may be, by the Issuer Registrar of Titles in the respective jurisdiction in which each such item of Equipment is registered (each a “Certificate of Title”), which Certificate of Title shall reflect, as the owner of such item of Equipment, “Interpool Titling Trust,” any trustee of the Trust or such other similar designation as may be acceptable to any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and liens thereon (each a “Registrar of Titles”);
(iv) all of the Seller’s rights (but not its obligations) under any agreements or other purchase documents with respect to the Indenture Trusteeacquisition of any Contract or item of Equipment to the extent, but only to the extent, that such rights relate to such Contract or item of Equipment, including, without limitation, (i) the right to proceeds arising from all dealer repurchase obligations, if any, relating to any Contract or item of Equipment) arising under any agreements with any dealer (a “Dealer”) from which assets consist Interpool or any Affiliate thereof acquired an item of Equipment (“Dealer Agreements”), (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any item of Equipment and all claims against the applicable manufacturer or distributor and (iii) any guaranty given in connection with any Contract, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the extent pertaining to such Contract;
(v) Seller’s rights under any insurance policy or proceeds therefrom, including, without limitation, the Physical Damage Insurance Policy, the Commercial General Liability Insurance Policy, any residual value insurance policy, any policy of comprehensive, collision, public liability, physical damage, personal liability, general liability, excess or umbrella liability, or other insurance policy maintained by the Initial Beneficiary, any Seller, Interpool, any User or any Affiliate of any such Person to the extent that any such policy covers or applies to any Contract, Equipment or the ability of any User to make required payments with respect to the related Contract or related Equipment or any other Trust Asset; and
(vi) all income, payments and proceeds of any of the foregoing, including, without limitation, all present and future claims, demands, causes of 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, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, contract rightsnotes, general intangiblesdrafts, acceptances, chattel paper, instruments, documents, moneychecks, deposit accounts, certificates of depositinsurance proceeds, goodscondemnation awards, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities and rights to payment of any and every kind consisting ofand other forms of obligations and receivables, arising from instruments and other property which at any time constitute all or relating to any part of the following: (a) the Trust Receipts, (b) the Mortgage Loans, other than the related servicing rights, listed or are included in the Mortgage Loan Schedule attached hereto as Schedule I (and subdivided into Schedule I-A, Schedule I-B, Schedule I-C, Schedule I-E, Schedule I-F, Schedule I-G, Schedule I-H, Schedule I-I and Schedule I-J), including all interest (but not including proceeds of any prepayment premiums or penalties or yield maintenance payments except for prepayment premiums or penalties received or receivable by the Depositor on or with respect to the Mortgage Loans listed on Schedule I-E hereto), and principal due and payable after the Cut-off Date, but not including interest and principal due and payable on any Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files relating to such Mortgage Loans and all rights of the Depositor in the Loan Collateral, (c) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (b) above), (d) the Collection Account, the Note Distribution Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement, (e) any Insurance Policies, (f) any Eligible Investments held or amounts on deposit in any Trust Account, (g) the Underlying Securities, including, without limitation, the right to all distributions of principal and interest received on or with respect to the Underlying Securities, (h) the Rate Protection Agreements and all payments thereunder, (i) the rights of the Depositor under the Purchase Agreement, the Securities Transfer Agreement and each Servicing Agreement, (j) the rights of the Issuer under each Servicing Agreement, (k) all Holdback Amounts on deposit in custodial accounts established by [ ] for the benefit of the Issuer and (m) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing.
Appears in 1 contract
Samples: Trust Agreement (Seacastle Inc.)
Trust Assets. The assets subject to this Agreement and the Indenture, transferred by the Depositor to the Issuer and pledged by the Issuer to the Indenture Trustee, which assets consist of all accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities and rights to payment of any and every kind consisting of, arising from or relating to any of the following: (a) The Company Bank has been validly appointed and is the duly acting trustee, custodian, fiduciary, guardian or investment manager with respect to each of the Trust ReceiptsAccounts and in such capacity has valid legal title to the Trust Assets. All of the Governing Agreements to which Company Bank is a party were duly executed and delivered by it, all of the Governing Agreements constitute valid and binding obligations of Company Bank and, to the Knowledge of the Company, each of the other parties thereto, enforceable against Company Bank and, to the Knowledge of the Company, each such other party in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other Legal Requirements affecting creditors’ rights generally and subject to general principles of equity.
(b) Company Bank has performed all material duties and obligations and complied with all administrative procedures required to be performed or made by it under each of the Mortgage Loans, other than the related servicing rights, listed in the Mortgage Loan Schedule attached hereto as Schedule I (and subdivided into Schedule I-A, Schedule I-B, Schedule I-C, Schedule I-E, Schedule I-F, Schedule I-G, Schedule I-H, Schedule I-I and Schedule I-J), including all interest (but not including any prepayment premiums or penalties or yield maintenance payments except for prepayment premiums or penalties received or receivable by the Depositor on or Governing Agreements with respect to the Mortgage Loans listed on Schedule I-E hereto), and principal due and payable after the Cut-off Date, but not including interest and principal due and payable on any Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files relating to such Mortgage Loans and all rights of the Depositor in the Loan Collateral, Trust Accounts.
(c) Company Bank, in its capacity as administrator, trustee, fiduciary, guardian, investment manager or custodian of the Trust Accounts, has properly administered in all material respects all of the Trust Accounts in accordance with the terms of the Governing Agreements and applicable Legal Requirements and none of Company Bank, in its capacity as administrator, trustee, fiduciary, guardian, investment manager or custodian of the Trust Accounts, nor any Insurance Proceedsof its directors, REO Property, Liquidation Proceeds and other recoveries (in each case, subject officers or employees has committed any intentional breach of trust with respect to clause (b) above), any Trust Account.
(d) Schedule 3.11(d) of the Collection Company Disclosure Schedules sets forth a true, correct and complete listing, as of September 30, 2017, of all of the Trust Accounts (by account number) and the fair market value of the Trust Assets held in such Trust Accounts, and (ii) the fee arrangement for each such Trust Account, setting forth the Note Distribution basis for Company Bank’s remuneration for its services to such Trust Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement, payment intervals for its fees.
(e) There is no material default by Company Bank or, to the Knowledge of the Company, any Insurance Policiesother party thereto existing under any Governing Agreement and there is no material event of default (as defined in any such Governing Agreement) or event, which with the lapse of time or giving of notice, or both, would constitute an event of default by Company Bank or, to the Knowledge of the Company, any other party thereto under any Governing Agreement.
(f) any Eligible Investments held or amounts on deposit in any Trust Account, (g) the Underlying Securities, including, without limitation, the right to all distributions of principal and interest received on or with respect The Company’s records relating to the Underlying Securities, (h) the Rate Protection Agreements and all payments thereunder, Trust Accounts: (i) the rights of the Depositor under the Purchase Agreement, the Securities Transfer Agreement have been maintained in all material respects in accordance with all applicable Legal Requirements and each Servicing Agreement, in accordance with Company Bank’s policies and procedures; (jii) the rights of the Issuer under each Servicing Agreement, (k) are accurate and complete in all Holdback Amounts on deposit in custodial accounts established by [ ] for the benefit of the Issuer material respects; and (miii) provide in all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents material respects an accurate and all cash and non-cash proceeds of the foregoingcomplete separate record for each Trust Account’s Trust Assets.
Appears in 1 contract
Trust Assets. The assets subject to this Agreement and of the Indenture, transferred by trust (the Depositor to “Trust Assets” or the Issuer and pledged by the Issuer to the Indenture Trustee, which assets “Trust Estate”) shall consist of all accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities and rights to payment of any and every kind consisting of, arising from or relating to any of the following: :
(a) the Trust Receipts, amounts initially transferred by Cemex SAB pursuant to Clause Third paragraph (a);
(b) the Mortgage LoansLender Rights of each Settlor, other than the related servicing rights, listed which shall be exercised in the Mortgage Loan Schedule attached hereto as Schedule I (and subdivided into Schedule I-A, Schedule I-B, Schedule I-C, Schedule I-E, Schedule I-F, Schedule I-G, Schedule I-H, Schedule I-I and Schedule I-J), including all interest (but not including any prepayment premiums or penalties or yield maintenance payments except for prepayment premiums or penalties received or receivable by the Depositor on or with respect to the Mortgage Loans listed on Schedule I-E hereto), and principal due and payable after the Cut-off Date, but not including interest and principal due and payable on any Mortgage Loans on or before the Cut-off Date, together accordance with the Mortgage Files relating to such Mortgage Loans and all rights terms of the Depositor in the Loan Collateral, this Agreement;
(c) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (b) above), (d) the Collection Accountif applicable, the Note Distribution Account and all amounts deposited therein pursuant to Income received by the applicable provisions Trustee in the Trust Accounts, exclusively as a result of this Agreement, (e) any Insurance Policies, (f) any Eligible Investments held or amounts on deposit in any Trust Account, (g) the Underlying Securities, including, without limitation, the right to all distributions of principal and interest received on or with respect to the Underlying Securities, (h) the Rate Protection Agreements and all payments thereunder, (i) the rights approval of a concurso mercantil agreement in terms of Title Fifth of the Depositor under LCM, or (ii) payment to the Purchase AgreementRecognized Creditors in accordance with a bankruptcy judgment in terms of Title Seventh, Chapter III of the LCM;
(d) if applicable, the Securities Transfer Agreement returns and each Servicing Agreement, products obtained from the investment of the Trust Assets; and
(je) the rights amounts and/or additional rights, of any nature, that the Settlors or any other Person, as the case may be, contribute to the Trust in terms of this Agreement or resulting from the exercise of any right to which the Trustee is legally entitled. The Parties herby acknowledge that the Trust Assets are transferred to the Trustee exclusively to strictly fulfill the Trust purposes. The Trustee shall not be liable and is hereby released from any express or implicit obligation or liability in respect of the Issuer under each Servicing authenticity, ownership or legitimacy of the Trust Assets. The Parties hereby agree that the terms in this Clause Fifth shall be considered as an inventory of the assets and rights constituting the Trust Assets as of the date hereof, and that, as of the date hereof, the Settlors’ Representative and the First Beneficiary shall keep a copy of said inventory. Likewise, the Parties acknowledge that said inventory may be modified from time to time considering any future contributions made by the Settlors or the Additional Settlors to the Trust, together with any returns resulting, in its case, from the investment of the Trust Assets and with the payments or withdrawals of the Trust Assets. Such variations shall be reflected in the statements referred to in this Agreement. Any transfer of the ownership of the assets or rights contributed hereto, (k) all Holdback Amounts on deposit shall comply with the formalities set forth in custodial accounts established by [ ] the applicable laws for the benefit transfer of such assets or rights. The assets or rights that are part of the Issuer and (m) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds Trust Assets will be considered as contributed for the purposes of the foregoingTrust and, therefore, only the rights and actions permitted hereunder may be exercised in respect of such assets and rights.
Appears in 1 contract
Samples: Irrevocable Administration Trust Agreement (Cemex Sab De Cv)
Trust Assets. The assets subject to this Agreement and the Indenture, transferred by the Depositor to the Issuer and pledged by the Issuer to the Indenture Trustee, which assets consist of all accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities and rights to payment of any and every kind consisting of, arising from or relating to any of the following: (a) the Trust Receipts, (b) the Mortgage Loans, other than the related servicing rights, listed in the Mortgage Loan Schedule attached hereto as Schedule I (and subdivided into Schedule I-A, Schedule I-B, Schedule I-C, Schedule I-E, Schedule I-F, Schedule I-G, Schedule I-H, Schedule I-I and Schedule I-J), including all interest (but not including any prepayment premiums or penalties or yield maintenance payments except for prepayment premiums or penalties received or receivable by the Depositor on or with respect to the Mortgage Loans listed on Schedule I-E hereto), and principal due and payable after the Cut-off Date, but not including interest and principal due and payable on any Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files relating to such Mortgage Loans and all rights of the Depositor in the Loan Collateral, (c) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (b) above), (d) the Collection Account, the Note Distribution Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement, (e) any Insurance Policies, (f) any Eligible Investments held or amounts on deposit in any Trust Account, (g) the Underlying Securities, including, without limitation, the right to all distributions of principal and interest received on or with respect to the Underlying Securities, (h) the Rate Protection Agreements and all payments thereunder, (i) the rights of the Depositor under the Purchase Agreement, Agreement and [the Securities Transfer Agreement and each Servicing Agreement], (j) the rights of the Issuer under each Servicing Agreement, Article IV hereof and (k) all Holdback Amounts on deposit in custodial accounts established by [ ] for the benefit of the Issuer and (m) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing.
Appears in 1 contract
Samples: Transfer and Servicing Agreement (HMB Acceptance Corp.)
Trust Assets. The assets subject Pursuant to this Agreement and the IndentureServicing Agreements, transferred the Trust shall acquire in its capacity as nominee from time to time the following assets (the "Trust Assets") as specified by the Depositor to the Issuer and pledged Beneficiary or as contemplated by the Issuer to the Indenture Trustee, which assets consist of all accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities and rights to payment of any and every kind consisting of, arising from or relating to any of the following: ------------ Servicing Agreement:
(a) the Trust Receipts, cash capital; (b) retail lease contracts (such lease contracts, the Mortgage Loans"Leases") of automobiles and sports utility vehicles, other than together ------ with all accessories, additions and parts constituting a part thereof and all accessions thereto (the related servicing rights, listed in "Leased Vehicles") which Leases are or were originated --------------- by vehicle dealers (such dealers being referred to herein as "Dealers") ------- pursuant to dealer agreements ("Dealer Agreements") entered into with BMW and ----------------- all proceeds thereof; (c) the Mortgage Loan Schedule attached hereto as Schedule I (Leased Vehicles and subdivided into Schedule I-A, Schedule I-B, Schedule I-C, Schedule I-E, Schedule I-F, Schedule I-G, Schedule I-H, Schedule I-I and Schedule I-J)all proceeds thereof, including all interest (but not including i) the residual values of the Leased Vehicles to be realized through the exercise by lessees of purchase options under the Leases, the proceeds of sale of the Leased Vehicles to third parties, payments received from any prepayment premiums other Person, either directly or penalties or yield maintenance payments except for prepayment premiums or penalties received or receivable by the Depositor on or through a Servicer with respect to the Mortgage Loans listed on Schedule I-E heretoresidual value of the Leased Vehicles or payments under any residual value insurance policy described below in clause (e) and (ii) each certificate of title or other ---------- evidence of ownership of a Leased Vehicle issued by the Registrar of Titles (as defined below) in the respective jurisdiction in which each Leased Vehicle is registered (each a "Certificate of Title"), which Certificate of Title shall -------------------- reflect as the owner of such Leased Vehicle "Financial Services Vehicle Trust, as nominee and principal due and payable after the Cut-off Dateagent", but not including interest and principal due and payable on "BMW Facility Partners, Inc., as Nominee" or such other similar designation as may be acceptable to any Mortgage Loans on applicable department, agency or before the Cut-off Date, together with the Mortgage Files relating to such Mortgage Loans and all rights of the Depositor in the Loan Collateral, (c) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (official in each casestate responsible for accepting applications for, subject to clause and maintaining records regarding, Certificates of Title and liens thereon (b) aboveeach a "Registrar of Titles"), ; (d) all ------------------- of BMW's rights (but not its obligations) with respect to any Lease or Leased Vehicle, including without limitation the Collection Accountright to proceeds arising from all dealer repurchase obligations, the Note Distribution Account and all amounts deposited therein pursuant if any, relating to the applicable provisions of this any Lease or Leased Vehicle arising under any Dealer Agreement, ; (e) any insurance policy and rights thereunder or proceeds therefrom, including without limitation any residual value insurance policy, any policy of comprehensive, collision, public liability, physical damage, personal liability, credit accident or health, credit life or unemployment insurance maintained by the Beneficiary, BMW, any obligor under any Lease or any Affiliate of any such Person to the extent that any such policy covers or applies to any Lease, Leased Vehicle or the ability of any lessee under any Lease to make required payments with respect to the Lease or related Leased Vehicles (collectively, "Insurance Policies, "); (f) any Eligible Investments held or amounts on ------------------ security deposit with respect to a Lease to the extent due the lessor in any Trust Account, accordance with the terms of the Lease; and (g) the Underlying Securities, including, without limitation, the right to all distributions proceeds of principal and interest received on or with respect to the Underlying Securities, (h) the Rate Protection Agreements and all payments thereunder, (i) the rights of the Depositor under the Purchase Agreement, the Securities Transfer Agreement and each Servicing Agreement, (j) the rights of the Issuer under each Servicing Agreement, (k) all Holdback Amounts on deposit in custodial accounts established by [ ] for the benefit of the Issuer and (m) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds any of the foregoing.
Appears in 1 contract
