Common use of Conveyance of the Clause in Contracts

Conveyance of the. Receivables and the Other Conveyed ---------------------------------------------------- Property to the Issuer. Sellers acknowledge that Purchaser intends, pursuant to ---------------------- the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the date hereof and on the Subsequent Transfer Date in the case of Subsequent Receivables. Sellers acknowledge and consent to such conveyance and pledge and waive any further notice thereof and covenant and agree that the representations and warranties of Sellers contained in this Agreement and the rights of Purchaser hereunder are intended to benefit the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, Sellers covenant and agree to perform their duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Sellers shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer, the Backup Servicer or the Purchaser to perform their respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Sellers under this Agreement against Sellers for the benefit of the Insurer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the. Receivables Auto Loans and the Other Conveyed ---------------------------------------------------- Property to the Issuer. Sellers acknowledge Flagship LLC acknowledges that Purchaser Prudential intends, pursuant to ---------------------- the Sale and Servicing Owner Trust Purchase Agreement, to convey the Receivables Auto Loans and the Other Conveyed Property, together with its respective rights under this Agreement, to the Issuer on the date hereof hereof. Flagship LLC acknowledges and on the Subsequent Transfer Date in the case of Subsequent Receivables. Sellers acknowledge and consent consents to such conveyance and pledge and waive waives any further notice thereof and covenant covenants and agree agrees that the representations and warranties of Sellers Flagship LLC contained in this Agreement Agreement, and the rights of Purchaser hereunder Prudential hereunder, are intended to benefit the Insurer, the Issuer, the Owner Indenture Trustee, the Trust Collateral AgentTrust, the Noteholders and the CertificateholderInsurer. In furtherance of the foregoing, Sellers covenant Flagship LLC covenants and agree agrees to perform their its duties and obligations hereunder, hereunder in accordance with the terms hereof for the benefit of the Insurer, the Issuer, the Owner Indenture Trustee, the Trust Collateral AgentTrust, the Noteholders Insurer and the Certificateholder Noteholders and that, notwithstanding anything to the contrary in this Agreement, Sellers Flagship LLC shall be directly liable to the Issuer, the Owner Indenture Trustee, the Trust Collateral Agent, the Noteholders Insurer and the Certificateholder Trust (notwithstanding any failure by the Servicer, the Backup Servicer or the Purchaser Prudential to perform their respective its duties and obligations hereunder or under Related Documents) the Sale and Servicing Agreement), and that the Trust Collateral Agent Owner Trustee and the Indenture Trustee may enforce the duties and obligations of Sellers Flagship LLC under this Agreement against Sellers Flagship LLC for the benefit of the Insurer, the Owner Trustee, the Trust Collateral AgentTrust, the Noteholders and the CertificateholderInsurer, respectively.

Conveyance of the. Receivables and the Other Conveyed ---------------------------------------------------- Property to the Issuer. Issuer ---------------------- Sellers acknowledge that Purchaser intends, pursuant to ---------------------- the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the date hereof and on the Subsequent Transfer Date in the case of Subsequent Receivables. Sellers acknowledge and consent to such conveyance and pledge and waive any further notice thereof and covenant and agree that the representations and warranties of Sellers contained in this Agreement and the rights of Purchaser hereunder are intended to benefit the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, Sellers covenant and agree to perform their duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Sellers shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer, the Backup Servicer or the Purchaser to perform their respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Sellers under this Agreement against Sellers for the benefit of the Insurer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

Conveyance of the. Receivables Auto Loans and the Other Conveyed ---------------------------------------------------- Property to the Issuer. Sellers acknowledge The Originator acknowledges that Purchaser Flagship LLC intends, pursuant to ---------------------- the Sale and Servicing Depositor Purchase Agreement, to convey the Receivables Auto Loans and the Other Conveyed Property, together with its rights under this Agreement, to the Depositor on the date hereof, further that the Depositor intends, pursuant to the Owner Trust Purchase Agreement, to convey the Auto Loans and the Other Conveyed Property, together with its rights under the Depositor Purchase Agreement, including Flagship LLC's rights under this Agreement, to the Issuer on the date hereof hereof, and further that the Issuer intends pursuant to the Indenture to pledge to the Indenture Trustee the Auto Loans and the Other Conveyed Property, together with its rights under this Agreement, the Depositor Purchase Agreement and the Owner Trust Purchase Agreement on the Subsequent Transfer Date in the case of Subsequent Receivablesdate hereof. Sellers acknowledge The Originator acknowledges and consent consents to such conveyance conveyances and pledge and waive waives any further notice thereof and covenant covenants and agree agrees that the representations and warranties of Sellers the Originator contained in this Agreement Agreement, and the rights of Purchaser hereunder Flagship LLC hereunder, are intended to benefit the InsurerDepositor, the Issuer, the Owner Indenture Trustee, the Trust Collateral AgentTrust, the Noteholders and the CertificateholderInsurer. In furtherance of the foregoing, Sellers covenant the Originator covenants and agree agrees to perform their its duties and obligations hereunder, hereunder in accordance with the terms hereof for the benefit of the InsurerDepositor, the Issuer, the Owner Indenture Trustee, the Trust Collateral AgentTrust, the Noteholders Insurer and the Certificateholder Noteholders and that, notwithstanding anything to the contrary in this Agreement, Sellers the Originator shall be directly liable to the Depositor, the Indenture Trustee, the Issuer, the Owner Trustee, Insurer and the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer, the Backup Servicer or the Purchaser Flagship LLC to perform their respective its duties and obligations hereunder or under Related any of the other Transaction Documents) ), and that the Trust Collateral Agent Depositor, the Owner Trustee and the Indenture Trustee may enforce the duties and obligations of Sellers the Originator under this Agreement against Sellers the Originator for the benefit of the InsurerDepositor, the Owner Trustee, the Trust Collateral AgentTrust, the Noteholders and or the CertificateholderInsurer, respectively.

Conveyance of the. Receivables Initial Contracts and the Other Conveyed ---------------------------------------------------- Property Initial --------------------------------------------------- Collateral Security to the IssuerTrust. Sellers acknowledge Seller acknowledges that Purchaser CFSC intends, -------------------------------- pursuant to ---------------------- the Sale and Servicing Agreement, to convey the Receivables Initial Contracts and the Other Conveyed PropertyInitial Collateral Security, together with its rights under this Agreement, to the Issuer Trust on the date hereof hereof. Seller acknowledges and on the Subsequent Transfer Date in the case of Subsequent Receivables. Sellers acknowledge and consent consents to such conveyance and pledge and waive waives any further notice thereof and covenant covenants and agree agrees that the representations and warranties of Sellers Seller contained in this Agreement and the rights of Purchaser CFSC hereunder are intended to benefit the Insurer, the Issuer, the Owner Trustee, the Trust Collateral AgentTrust, the Indenture Trustee and the Noteholders and the CertificateholderCertificateholders. In furtherance of the foregoing, Sellers covenant Seller covenants and agree agrees to perform their its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Insurer, the Issuer, the Owner Trustee, the Trust Collateral AgentTrust, the Indenture Trustee and the Noteholders and the Certificateholder Certificateholders and that, notwithstanding anything to the contrary in this Agreement, Sellers Seller shall be directly liable to the Issuer, the Owner Indenture Trustee, Owner Trustee and the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer, the Backup Servicer or the Purchaser CFSC to perform their respective its duties and obligations hereunder or under Related Documentsthe Sale and Servicing Agreement) and that the Trust Collateral Agent Owner Trustee or the Indenture Trustee may enforce the duties and obligations of Sellers Seller under this Agreement against Sellers Seller for the benefit of the Insurer, the Owner Trustee, the Trust Collateral AgentTrust, the Noteholders and the CertificateholderCertificateholders.