Intent of the Parties. It is the intention of the parties that each conveyance hereunder of the Receivables and the other Third Step Transferred Property from the Issuing Entity to the Grantor Trust as provided in Section 2.1 be, and be construed as, an absolute sale, without recourse, of the Receivables and other Third Step Transferred Property by the Issuing Entity to the Grantor Trust. Furthermore, no such conveyance is intended to be a pledge of the Third Step Transferred Property by the Issuing Entity to the Grantor Trust to secure a debt or other obligation of the Grantor Trust. If, however, notwithstanding the intention of the parties, the conveyance provided for in Section 2.1 is determined, for any reason, not to be an absolute sale, then the parties intend that this Agreement shall be deemed to be a “security agreement” within the meaning of Article 9 of the UCC and the Issuing Entity hereby grants to the Grantor Trust a “security interest” within the meaning of Article 9 of the UCC in all of the Issuing Entity’s right, title and interest in and to the Third Step Transferred Property, now existing and hereafter created or acquired, to secure a loan in an amount equal to Purchase Price and each of the Issuing Entity’s other payment obligations under this Agreement.
Appears in 36 contracts
Sources: Receivables Contribution Agreement (Carvana Auto Receivables Trust 2025-P4), Receivables Contribution Agreement (Carvana Auto Receivables Trust 2025-P4), Receivables Contribution Agreement (Carvana Auto Receivables Trust 2025-P3)
Intent of the Parties. It is the intention of the parties that each conveyance hereunder of the Receivables and the other Third Step Transferred Property from the Issuing Entity to the Grantor Trust as provided in Section 2.1 be, and be construed as, an absolute sale, without recourse, of the Receivables and other Third Step Transferred Property by the Issuing Entity to the Grantor Trust. Furthermore, no such conveyance is intended to be a pledge of the Third Step Transferred Property by the Issuing Entity to the Grantor Trust to secure a debt or other obligation of the Grantor Trust. If, however, notwithstanding the intention of the parties, the conveyance provided for in Section 2.1 is determined, for any reason, not to be an absolute sale, then the parties intend that this Agreement shall be deemed to be a “security agreement” within the meaning of Article 9 of the UCC and the Issuing Entity hereby grants to the Grantor Trust a “security interest” within the meaning of Article 9 of the UCC in all of the Issuing Entity’s right, title and interest in and to the Third Step Transferred Property, now existing and hereafter created or acquired, to secure a loan in an amount equal to Purchase Price and each of the Issuing Entity’s other payment obligations under this Agreement.. 3 CRVNA 2022-P2 Receivables Contribution Agreement
Appears in 2 contracts
Sources: Receivables Contribution Agreement (Carvana Auto Receivables Trust 2022-P2), Receivables Contribution Agreement (Carvana Auto Receivables Trust 2022-P2)
Intent of the Parties. It is the intention of the parties that each conveyance hereunder of the Receivables and the other Third Step Transferred Property from the Issuing Entity to the Grantor Trust as provided in Section 2.1 be, and be construed as, an absolute sale, without recourse, of the Receivables and other Third Step Transferred Property by the Issuing Entity to the Grantor Trust. Furthermore, no such conveyance is intended to be a pledge of the Third Step Transferred Property by the Issuing Entity to the Grantor Trust to secure a debt or other obligation of the Grantor Trust. If, however, notwithstanding the intention of the parties, the conveyance provided for in Section 2.1 is determined, for any reason, not to be an absolute sale, then the parties intend that this Agreement shall be deemed to be a “security agreement” within the meaning of Article 9 of the UCC and the Issuing Entity hereby grants to the Grantor Trust a “security interest” within the meaning of Article 9 of the UCC in all of the Issuing Entity’s right, title and interest in and to the Third Step Transferred Property, now existing and hereafter created or acquired, to secure a loan in an amount equal to Purchase Price and each of the Issuing Entity’s other payment obligations under this Agreement.. ARTICLE III
Appears in 1 contract
Sources: Receivables Contribution Agreement (Carvana Auto Receivables Trust 2024-P3)