Conveyance of Trust Property. (a) In consideration of the Trust’s delivery to, or upon the written order of, the Depositor of authenticated Notes, in authorized denominations in aggregate principal amounts equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the Depositor, whether now owned or hereafter acquired, in, to and under the following:
Conveyance of Trust Property. (a) In consideration of the Issuer’s delivery to or upon the order of the Depositor on the Closing Date of authenticated Notes, in authorized denominations in an aggregate principal amount equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns and otherwise conveys to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor, whether now owned or existing or hereafter acquired or arising, and wheresoever located, in, to and under the following:
Conveyance of Trust Property. In consideration of the Issuer's delivery to, or upon the order of, the Seller of the Notes and the Certificates in an aggregate principal amount equal to approximately 102% of the Initial Pool Balance, the Seller does hereby irrevocably transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in and to the Trust Property. The transfer, assignment and conveyance made hereunder shall not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other Trust Property or any agreement, document or instrument related thereto.
Conveyance of Trust Property. In consideration of Trustee's delivery to Seller or its designee of authenticated Certificates, in authorized denominations, in an aggregate amount equal to the Original Certificate Balance, Seller hereby sells, transfers, assigns and conveys to Trustee, upon the terms and conditions hereof, in trust for the benefit of the Holders, the Trust Property, without recourse (except to the extent of the Servicer's obligations under this Agreement and the Related Agreements). The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Trustee, any Holder or any Certificate Owner of any obligation of the Transferor to the Obligors, the Dealers or any other Person in connection with the Receivables and the other Trust Property or any agreement, document or instrument related thereto.
Conveyance of Trust Property. Section 2.01. Conveyance of Trust Property......................................................................24
Conveyance of Trust Property. In consideration of the Issuer's sale and delivery to, or upon the order of, the Seller of the Notes in an aggregate principal amount of $2,051,940,000 and the rights to distributions under Section 4.7, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in and to the Trust Property and the Reserve Initial Deposit. The transfer, assignment and conveyance made hereunder will not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other Trust Property or any agreement, document or instrument related thereto.
Conveyance of Trust Property. (a) In consideration of the Trust's delivery to, or upon the written order of, the Seller of authenticated Notes and Certificates, in authorized denominations in aggregate principal amounts equal to the initial principal amount of the Notes and the Initial Certificate Balance, respectively, the Seller hereby irrevocably sells, transfers, assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following: (i) the Initial Receivables; (ii) with respect to Initial Receivables that are Actuarial Receivables, monies due thereunder on or after the Initial Cutoff Date (including Payaheads) and, with respect to Initial Receivables that are Simple Interest Receivables, monies received thereunder on or after the Initial Cutoff Date; (iii) the security interests in Financed Vehicles granted by Obligors pursuant to the Initial Receivables and any other interest of the Trust in such Financed Vehicles; (iv) rights to receive proceeds with respect to the Initial Receivables from claims on any physical damage, theft, credit life or disability insurance policies covering the related Financed Vehicles or related Obligors; (v) rights to receive proceeds with respect to the Initial Receivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Seller's rights to the Receivable Files that relate to the Initial Receivables; (vii) the Trust Accounts and all amounts, securities, investments in financial assets, and other property deposited in or credited to any of the foregoing and all proceeds thereof; (viii) all of the Seller's rights under the Yield Supplement Agreement and the Purchase Agreement, including the right of the Seller to cause MMCA to repurchase Receivables from the Seller; (ix) all payments and proceeds with respect to the Initial Receivables held by MMCA; (x) all property (including the right to receive Liquidation Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of an Initial Receivable that is a Final Payment Receivable), guarantees and other collateral securing an Initial Receivable (other than an Initial Receivable repurchased by the Servicer or purchased by the Seller); (xi) rebates of premiums and other amounts relating to insurance policies and other items financed under the Initial Receivables in effect as of the I...
Conveyance of Trust Property. In consideration of the Trustee's delivery to, or upon the written order of, the Seller of authenticated Certificates, in authorized denominations, in an aggregate amount equal to the Original Pool Balance, the Seller hereby irrevocably sells, transfers, assigns and conveys to the Trustee, in trust for the benefit of Certificateholders, upon the terms and conditions hereof, all right, title and interest of the Seller, whether now owned or hereafter acquired, in and to and under the Trust Property, without recourse. The sale, transfer, assignment and conveyance made hereunder shall not constitute and is not intended to result in an assumption by the Trustee, any Certificateholder or any Certificate Owner of any obligation of the Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other Trust Property or any agreement, document or instrument related thereto. It is the intention of the Seller and the Trustee that the transfer of the Trust Property contemplated herein constitute a sale of the Trust Property, conveying good title to the Trust Property from the Seller to the Trust. However, in the event that such transfer is deemed to be a pledge to secure the payment of the Certificates, the Seller hereby grants to the Trustee on behalf of the Trust for the benefit of the Certificateholders a first priority security interest in all of the Seller's right, title and interest in the Trust Property, and all proceeds thereof, to secure the payment of the Certificates, and in such event, this Agreement shall constitute a security agreement under applicable law.
Conveyance of Trust Property. (a) In consideration of the Trustee's delivery to, or upon the written order of, the Seller of authenticated Certificates, in authorized denominations, in an aggregate amount equal to the Original Certificate Balance and the rights to receive certain amounts as specified herein, the Seller hereby sells, transfers, assigns and conveys to the Trustee, on the behalf of the Trust, for the benefit of the Certificateholders, upon the terms and conditions hereof, the Trust Property to the Trust, without recourse. The sale, transfer, assignment and conveyance made hereunder shall not constitute and is not intended to result in an assumption by the Trustee, any Certificateholder or any Certificate Owner of any obligation of the Seller to the Obligors, the Dealers, or any other Person in connection with the Receivables and the other Trust Property or any agreement, document or instrument related thereto.
Conveyance of Trust Property. 21 SECTION 2.2. A. Representations and Warranties of the Seller................................................21 SECTION 2.2. B. Representations and Warranties of Depositor.................................................25 SECTION 2.3. Repurchase upon Breach.........................................................................26 SECTION 2.4. Custody of Receivable Files....................................................................26 SECTION 2.5. Duties of Servicer as Custodian................................................................27 SECTION 2.6. Instructions; Authority To Act.................................................................28 SECTION 2.7. Custodian's Indemnification....................................................................28 SECTION 2.8. Effective Period and Termination...............................................................28
