Disclaimer and Subordination. Each Noteholder by accepting a Note acknowledges and agrees that such Note represents a debt obligation of the Trust Depositor only and does not represent an interest in any assets (other than the Trust Assets) of the Trust Depositor (including by virtue of any deficiency claim in respect of obligations not paid or otherwise satisfied from the Trust Assets and proceeds thereof). In furtherance of and not in derogation of the foregoing, each Noteholder by accepting a Note acknowledges and agrees that it shall have no right, title or interest in or to any assets (or interests therein) (other than Trust Assets) conveyed or purported to be conveyed by the Trust Depositor to another securitization trust (i.e., other than the Issuer) or other Person or Persons in connection therewith (whether by way of a sale, capital contribution or by virtue of the granting of a Lien) (“Other Assets”). To the extent that, notwithstanding the agreements and provisions contained in the preceding sentences of this Section 11.19, any Noteholder either (i) asserts an interest in or claim to, or benefit from, Other Assets, whether asserted against or through the Trust Depositor or any other Person owned by the Trust Depositor, or (ii) is deemed to have any such interest, claim or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of any applicable insolvency laws or otherwise (including without limitation by virtue of Section 1111(b) of the federal Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Trust Depositor or any other Person owned by the Trust Depositor, then each Noteholder by accepting a Note further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full of all obligations and liabilities of the Trust Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distribution or application under applicable law, including any applicable insolvency laws, and whether asserted agai...
Disclaimer and Subordination. Each Noteholder by accepting a Note or a beneficial interest in a Note acknowledges and agrees that such Note represents a debt obligation of the Issuer only and does not represent an interest in any assets of the Trust Depositor (including by virtue of any deficiency claim in respect of obligations not paid or otherwise satisfied from the Trust Estate and proceeds thereof). In furtherance of and not in derogation of the foregoing, each Noteholder by accepting a Note or a beneficial interest therein acknowledges and agrees that it shall have no right, title or interest in or to any assets (or interests therein) conveyed or purported to be conveyed by the Trust Depositor to another securitization trust (i.e., other than the Issuer) or other Person or Persons in connection therewith (whether by way of a sale, capital contribution or by virtue of the granting of a Lien) (“Other Assets”). To the extent that, notwithstanding the agreements and provisions contained in the preceding sentences of this Section 11.20, any Noteholder either
Disclaimer and Subordination. 60 EXHIBITS Page ---- Exhibit A - Reserved A-1 Exhibit B - Form of Class A-1 Note B-1 Exhibit C - Form of Class A-2 Note C-1 Exhibit D - Form of Class B Note D-1 Exhibit E - Form of Assignment E-1 Exhibit F - Form of Note Depository Agreement F-1 INDENTURE Indenture, dated as of [_____] (this "Indenture"), between Harley-Davidson Motorcycle Trust [_____], a Delaware statutory trust (the "Issuer") and [_____], in its capacity as indenture trustee (the "Indenture Trustee") and not in its individual capacity. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Issuer's [____]% Harley-Davidson Motorcycle Contract Backed Notes, Class A-1 (the "Class A-1 Notes"), [____]% Harley-Davidson Motorcycle Contract Backed Notes, Class A-2 (the "Class A-2 Notes") and [____]% Harley-Davidson Motorcycle Contract Backed Notes, Class B (the "Class B Notes") and, together with the Class A-1 Notes and the Class B Notes, the "Notes"): GRANTING CLAUSE The Issuer hereby grants, transfers, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer's right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Initial Contracts and Subsequent Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts and Subsequent List of Contracts); (ii) certain monies due under the Initial Contracts and Subsequent Contracts after the Initial Cutoff Date and Subsequent Cutoff Date, respectively, including, without limitation, all payments of principal and interest with respect to any Motorcycles to which a Contract relates received after the Initial Cutoff Date or Subsequent Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest due on or prior to the Initial Cutoff Date or Subsequent Cutoff Date); (iii) security interests in the Motorcycles; (iv) amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Fund, the Pre-Funding Account and the Interest Reserve Account, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under certain insurance policies, debt insurance policies or debt cance...
Disclaimer and Subordination. 57 EXHIBITS
Disclaimer and Subordination. 36 EXHIBITS Exhibit A - Form of Certificate of Trust......................................................................A-1 Exhibit B - Form of Trust Certificate.........................................................................B-1 This Trust Agreement (the "AGREEMENT") dated as of August 24, 2000, is by and between DEALER AUTO RECEIVABLES CORP., a Delaware corporation, as Depositor (the "DEPOSITOR"), and CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION a Delaware banking corporation, as owner trustee (the "OWNER TRUSTEE").
Disclaimer and Subordination. 56 EXHIBITS INDENTURE Indenture, dated as of April 1, 2001 (this "Indenture"), between Harley-Davidson Motorcycle Trust 2001-1, a Delaware business trust (the "Issuer") and BNY Midwest Trust Company, in its capacity as indenture trustee (the "Indenture Trustee") and not in its individual capacity. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Issuer's 4.65% Harley-Davidson Motorcycle Contract Backed Notes, Class A-1 (the "Class A-1 Notes"), 5.27% Harley-Davidson Motorcycle Contract Backed Notes, Class A-2 (the "Class A-2 Notes") and 5.29% Harley-Davidson Motorcycle Contract Backed Notes, Class B (the "Class B Notes") and, together with the Class A-1 Notes and the Class B Notes, the "Notes"):
Disclaimer and Subordination. 59 EXHIBITS Page ---- Exhibit A - Reserved A-1 Exhibit B - Form of Class A-1 Note B-1 Exhibit C - Form of Class A-2 Note C-1 Exhibit D - Form of Class B Note D-1 Exhibit E - Form of Assignment E-1 Exhibit F - Form of Note Depository Agreement F-1
Disclaimer and Subordination. Each Noteholder by accepting a Note acknowledges and agrees that such Note represents a debt obligation of the Trust Depositor
Disclaimer and Subordination. Each Noteholder by accepting a Note acknowledges and agrees that such Note represents a debt obligation of the Trust Depositor only and does not represent an interest in any assets (other than the Trust Assets) of the Trust Depositor (including by virtue of any deficiency claim in respect of obligations not paid or otherwise satisfied from the Trust Assets and proceeds thereof). In furtherance of and not in derogation of the foregoing, each Noteholder by accepting a Note acknowledges and agrees that it shall have no right, title or interest in or to any assets (or interests therein) (other than Trust Assets) conveyed or purported to be conveyed by the Trust Depositor to another securitization trust (i.e., other than the Issuer) or other Person or Persons in connection therewith (whether by way of a sale, capital contribution or by virtue of the
