Common use of Trust Estate Clause in Contracts

Trust Estate. 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 Mortgage Loans (and all Qualified Substitute Mortgage Loans substituted therefor) exclusive of the servicing rights related thereto, together with the Mortgage Files relating to such Mortgage Loans, and all Scheduled Payments due after the Cut-off Date, all Principal Prepayments received with respect to the Mortgage Loans paid by the respective borrower after the Cut-off Date and any Prepayment Penalties due after the Cut-off Date and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries; (c) the Custodial Account, the Collection Account, the Certificate Distribution Account, the Note Payment Account, [the Pre-Funding Account, the Capitalized Interest Account] and any Escrow Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement; (d) any Insurance Policies; (e) the rights of the Depositor under the Sale Agreement; (f) [the rights of the Trust under [the Swap Agreement] and [the Cap Agreements] and all amounts received from [the Swap Counterparty,] [the Cap Counterparty] and [the Class N Cap Counterparty] thereunder (to the extent provided herein)]; and (g) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing.

Trust Estate. 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 Mortgage Loans (including Subsequent Mortgage Loans) listed in the Mortgage Loan Schedule, and all Qualified Substitute principal due and payable after the Cut-off Date (or Subsequent Cut-off Date), but not including interest and principal due and payable on any Mortgage Loans substituted therefor) exclusive of on or before the servicing rights related theretoCut-off Date (or Subsequent Cut-off Date), together with the Mortgage Files relating to such Mortgage Loans, and all Scheduled Payments due after the Cut-off Date, all Principal Prepayments received with respect to the Mortgage Loans paid by the respective borrower after the Cut-off Date and any Prepayment Penalties due after the Cut-off Date and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries; recoveries (in each case, subject to clause (a) above), (c) the Custodial Account, the Collection Account, the Certificate Distribution Note Account, the Note Payment Account, [the Pre-Funding Account, the Capitalized Interest Account] and , any Custodial Account, any Escrow Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement; , (d) any Insurance Policies; , (e) the rights of the Depositor under the Mortgage Loan Sale Agreement; Agreement and (f) [the rights of the Trust under [the Swap Agreement] and [the Cap Agreements] and all amounts received from [the Swap Counterparty,] [the Cap Counterparty] and [the Class N Cap Counterparty] thereunder (to the extent provided herein)]; and (g) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing.

Trust Estate. 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 Mortgage Loans (listed in the Mortgage Loan Schedule, and all Qualified Substitute principal due and payable after the Cut-off Date, but not including interest and principal due and payable on any Mortgage Loans substituted therefor) exclusive of on or before the servicing rights related theretoCut-off Date, together with the Mortgage Files relating to such Mortgage Loans, and all Scheduled Payments due after the Cut-off Date, all Principal Prepayments received with respect to the Mortgage Loans paid by the respective borrower after the Cut-off Date and any Prepayment Penalties due after the Cut-off Date and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) any Insurance Proceeds, REO Property, Liquidation Proceeds, REO Disposition Proceeds and other recoveries; recoveries (in each case, subject to clause (a) above), (c) the Collection Account, any Custodial Account, the Collection any Escrow Account, the Certificate Distribution Account, the Note Payment Account, [the Pre-Funding Account, the Capitalized Interest Account] and any Escrow Rate Cap Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement; , (d) any Insurance Policies; , (e) the rights of the Depositor under the Sale Mortgage Loan Purchase Agreement; , (f) [the rights of the Trust under [the Swap Agreement] and [the Cap Agreements] and all amounts received from [the Swap Counterparty,] [the Cap Counterparty] and [the Class N Cap Counterparty] thereunder (to the extent provided herein)]; and (g) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoingforegoing and (g) the rights of the Trust under the Swap Agreement and the Interest Rate Cap Agreement.

Trust Estate. The assets subject to this Agreement and the Indenture, transferred by the Depositor to the Issuer and pledged by the Issuer hereby Grants 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 for the benefit of the following: Holders of the Notes all of the Issuer's right, title and interest (but none of its obligations) in and to (a) each and every Receivable listed as a Series 1998-1 Receivable on the Mortgage Loans (Schedule of Receivables attached hereto as Schedule I and all Qualified Substitute Mortgage Loans substituted thereformonies paid or payable thereon or in respect thereof after the Cutoff Date (including amounts due on or before the Cutoff Date but received by HAFC, the Seller, the Master Servicer or the Issuer after the Cutoff Date); (b) exclusive an assignment of the servicing security interests in the related Financed Vehicles granted by Obligors pursuant to such Series 1998-1 Receivables and any other interest of the Issuer in the related Financed Vehicles; c all rights of HAFC against Dealers pursuant to Dealer Agreements or Dealer Assignments related theretoto such Series 1998-1 Receivables; (d) any proceeds and the right to receive proceeds with respect to such Series 1998-1 Receivables repurchased by a Dealer, together pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) any proceeds and the right to receive proceeds with respect to such Series 1998-1 Receivables from claims on any physical damage, credit life or disability insurance policies covering the Mortgage Files related Financed Vehicles or Obligors including rebates of insurance premiums relating to such Mortgage LoansSeries 1998-1 Receivables; (g) all funds on deposit from time to time in the Series 1998-1 Trust Accounts (including all investments and proceeds thereof from time to time allocable to the Series 1998-1 Reserve Account, but excluding all investments and proceeds thereof allocable to the other Series 1998-1 Trust Accounts or allocable to the Master Collection Account); (h) all rights of the Seller in and to the Purchase Agreement and the Purchase Agreement Supplement or Purchase Agreement Supplements related to Series 1998-1, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFC under the Purchase Agreement and such Purchase Agreement Supplement, or Purchase Agreement Supplements; (i) all property (including the right to receive future Net Liquidation Proceeds) that secures such Series 1998-1 Receivables and that has been acquired by or on behalf of the Issuer pursuant to liquidation of such Series 1998-1 Receivables; (j) all items contained in the Receivable Files with respect such Series 1998-1 Receivables and any and all Scheduled Payments due after other documents that the CutMaster Servicer or HAFC keeps on file in accordance with its customary procedures relating to such Series 1998-off Date1 Receivables, or the related Financed Vehicles or Obligors; (k) the Master Sale and Servicing Agreement and the Transfer Agreement or Transfer Agreements related to Series 1998-1 (including all Principal Prepayments received rights of the Seller under the Purchase Agreement and the related Purchase Agreement Supplement or Purchase Agreement Supplements, assigned to the Issuer pursuant to the Master Sale and Servicing Agreement and the related Transfer Agreement or Transfer Agreements); (l) one share of the Preferred Stock of the Seller; (m) all rights of the Issuer in and to the Interest Rate Cap, including all proceeds and the right to receive proceeds with respect to thereto; and (n) all present and future claims, demands, causes and chooses in action in respect of any or all of the Mortgage Loans paid by foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the respective borrower after the Cut-off Date and any Prepayment Penalties due after the Cut-off Date and foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; foregoing (b) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries; (c) the Custodial Accountcollectively, the Collection Account, the Certificate Distribution Account, the Note Payment Account, [the Pre"Series 1998-Funding Account, the Capitalized Interest Account] and any Escrow Account and all amounts deposited therein pursuant 1 Trust Estate"). The foregoing Grant is made in trust to the applicable Indenture Trustee for the benefit of the Holders of the Notes. The Indenture Trustee hereby acknowledges such Grant, accepts the trusts under the Indenture and this Series 1998-1 Supplement in accordance with the provisions of the Indenture and this Agreement; (d) any Insurance Policies; (e) Series 1998-1 Supplement and agrees to perform its duties required in the rights Indenture and in this Series 1998-1 Supplement in accordance with the provisions hereof and of the Depositor under the Sale Agreement; (f) [the rights of the Trust under [the Swap Agreement] and [the Cap Agreements] and all amounts received from [the Swap Counterparty,] [the Cap Counterparty] and [the Class N Cap Counterparty] thereunder (Indenture to the extent provided herein)]; best of its ability to the end that the interests of such parties, recognizing the priorities of their respective interests may be adequately and (g) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoingeffectively protected.

Trust Estate. 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 Mortgage Loans (including Subsequent Mortgage Loans) listed in the Mortgage Loan Schedule, the Reserve Fund Mortgage Assets listed in the Reserve Fund Mortgage Asset Schedule and all Qualified Substitute principal due and payable after the Cut-off Date (or Subsequent Cut-off Date), but not including interest and principal due and payable on any Mortgage Loans substituted therefor) exclusive of and any Reserve Fund Mortgage Assets on or before the servicing rights related theretoCut-off Date (or Subsequent Cut-off Date), together with the Mortgage Files relating to such Mortgage Loans, and all Scheduled Payments due after the Cut-off Date, all Principal Prepayments received with respect to the Mortgage Loans paid by the respective borrower after the Cut-off Date and any Prepayment Penalties due after the Cut-off Date and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries; recoveries (in each case, subject to clause (a) above), (c) the Custodial Account, the Collection Account, the Certificate Distribution Account, the Note Payment Account, [Account the Pre-Funding Account, the Capitalized Interest Account] and , the Class B2 Interest Reserve Fund, any Custodial Account, any Escrow Account Account, the Reserve Fund and all amounts deposited therein pursuant to the applicable provisions of this Agreement; , (d) any Insurance Policies; , (e) the rights of the Depositor under the Mortgage Loan Sale Agreement; , (f) [the rights of the Trust Issuer under [each Assignment and Assumption Agreement and each Servicing Agreement (g) the Swap Agreement] and [rights of the Cap Agreements] and all amounts received from [Issuer under the Swap Counterparty,] [the Cap Counterparty] and [the Class N Cap Counterparty] thereunder (to the extent provided herein)]; Consolidated Agreement and (gh) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing.

Trust Estate. 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 Mortgage Loans (and all Qualified Substitute Mortgage Loans substituted therefor) exclusive of the servicing rights related thereto, together with the Mortgage Files relating to such Mortgage Loans, and all Scheduled Payments due after the Cut-off Date, all Principal Prepayments received with respect to the Mortgage Loans paid by the respective borrower after the Cut-off Date and any Prepayment Penalties due after the Cut-off Date and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries; (c) the Custodial Account, the Collection Account, the Certificate Distribution Account, the Note Payment Account, [the Pre-Funding Account, the Capitalized Interest Account] Account and any Escrow Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement; (d) any Insurance Policies; (e) the rights of the Depositor under the Sale Agreement; (f) [the rights of the Trust under [, the Swap Agreement] Agreement and [the Cap Agreements] Agreements and all amounts received from [the Swap Counterparty,] [, the Cap Counterparty] Counterparty and [the Class N Cap Counterparty] Counterparty thereunder (to the extent provided herein)]; and (gf) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing.