Release of Security Interests Without limiting the generality of the foregoing and except as otherwise provided in this Indenture, each Guarantor hereby consents and agrees, to the fullest extent permitted by applicable law, that the rights of the Trustee hereunder, and the liability of the Guarantors hereunder, shall not be affected by any and all releases for any purpose of any collateral, if any, from the Liens and security interests created by any collateral document and that this Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Indenture Obligations is rescinded or must otherwise be returned by the Trustee upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment had not been made.
Release of Security Interest The financial institution named below hereby relinquishes any and all right, title, interest, lien or claim of any kind it may have in all mortgage loans described on the attached Schedule A (the “Mortgage Loans”) to be purchased by Xxxxxx Xxxxxxx Mortgage Capital Inc. from the company named on the next page pursuant to that certain Second Amended and Restated Mortgage Loan Sale and Servicing Agreement, dated as of July 1, 2006 and certifies that all notes, mortgages, assignments and other documents in its possession relating to such Mortgage Loans have been delivered and released to the Company or its designees, as of the date and time of the sale of such Mortgage Loans to Xxxxxx Xxxxxxx Mortgage Capital Inc. Such release shall be effective automatically without any further action by any party upon payment in one or more installments, in immediately available funds, of $_____________, in accordance with the wire instructions set forth below. Name, Address and Wire Instructions of Financial Institution ________________________________ (Name) ________________________________ (Address) ________________________________ ________________________________ ________________________________ By:_____________________________
Termination of Security Interests; Release of Collateral Upon payment in full of all Secured Obligations, the Security Interests shall terminate and all rights to the Collateral shall revert to Debtor. Upon such termination of the Security Interest or release of any Collateral, the Secured Party will, at the expense of Debtor, execute and deliver to Debtor such documents as Debtor shall reasonably request to evidence the termination of the Security Interest or the release of such Collateral, as the case may be.
Conveyance of Receivables Issuance of Securities 1 Section 2.01 Conveyance of Receivables 1 Section 2.02 Acceptance by Issuing Entity 2 Section 2.03 Representations and Warranties as to the Receivables 3 Section 2.04 Repurchase of Receivables Upon Breach of Warranty 3 ARTICLE III THE DEPOSITOR 3 Section 3.01 Representations of the Depositor 3 Section 3.02 Liability of the Depositor 5 Section 3.03 Merger or Consolidation of, or Assumption of the Obligations of the Depositor; Amendment of Limited Liability Company Agreement. 5 Section 3.04 Limitation on Liability of the Depositor and Others 6 Section 3.05 The Depositor May Own Notes or Certificates 6 Section 3.06 Compliance with the FDIC Rule 6 ARTICLE IV MISCELLANEOUS PROVISIONS 7 Section 4.01 Amendment 7 Section 4.02 Protection of Title to Trust 8 Section 4.03 Notices 9 Section 4.04 GOVERNING LAW 9 Section 4.05 Severability of Provisions 9 Section 4.06 Assignment 9 Section 4.07 Third-Party Beneficiaries 9 Section 4.08 Separate Counterparts 10 Section 4.09 Headings and Cross-References 10 Section 4.10 Assignment to Indenture Trustee 10 Section 4.11 No Petition Covenants 10 Section 4.12 Limitation of Liability of Indenture Trustee and Owner Trustee 10 EXHIBIT A Schedule of Receivables EXHIBIT B Form of Second Step Receivables Assignment EXHIBIT C Additional Representations and Warranties APPENDIX A Definitions, Rules of Construction and Notices THIS TRUST SALE AGREEMENT is made as of October 30, 2013 between ALLY AUTO ASSETS LLC, a Delaware limited liability company (the “Depositor”), and ALLY AUTO RECEIVABLES TRUST 2013-2, a Delaware statutory trust (the “Issuing Entity”).
Recording of Security Instrument, etc Borrower forthwith upon the execution and delivery of this Security Instrument and thereafter, from time to time, will cause this Security Instrument and any of the Other Security Documents creating a lien or security interest or evidencing the lien hereof upon the Property and each instrument of further assurance to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect and perfect the lien or security interest hereof upon, and the interest of Lender in, the Property. Borrower will pay all taxes, filing, registration or recording fees, and all expenses incident to the preparation, execution, acknowledgment and/or recording of the Note, this Security Instrument, the Other Security Documents, any note or mortgage supplemental hereto, any security instrument with respect to the Property and any instrument of further assurance, and any modification or amendment of the foregoing documents, and all federal, state, county and municipal taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of this Security Instrument, any mortgage supplemental hereto, any security instrument with respect to the Property or any instrument of further assurance, and any modification or amendment of the foregoing documents, except where prohibited by law so to do.
Acknowledgment of Perfection of Security Interest Each Loan Party hereby acknowledges that, as of the date hereof, the security interests and liens granted to the Administrative Agent and the Lenders under the Credit Agreement and the other Loan Documents are in full force and effect, are properly perfected and are enforceable in accordance with the terms of the Credit Agreement and the other Loan Documents.
Assignment of Security Interest If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other person to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Collateral Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other person granting the security interest.
Acknowledgment of Security Interests Each Loan Party hereby acknowledges that, as of the date hereof, the security interests and Liens granted to Agent and the Lenders under the Credit Agreement and the other Loan Documents are in full force and effect and are enforceable in accordance with the terms of the Credit Agreement and the other Loan Documents.
Mandatory Delivery; Grant of Security Interest The sale and delivery on the related Closing Date of the Mortgage Loans described on the related Mortgage Loan Schedule is mandatory from and after the date of the execution of the related Purchase Price and Terms Agreement, it being specifically understood and agreed that each Mortgage Loan is unique and identifiable on the date hereof and that an award of money damages would be insufficient to compensate the Purchaser for the losses and damages incurred by the Purchaser (including damages to prospective purchasers of the Mortgage Loans) in the event of the Seller's failure to deliver (i) each of the related Mortgage Loans or (ii) one or more Qualified Substitute Mortgage Loans or (iii) one or more Mortgage Loans otherwise acceptable to the Purchaser on or before the related Closing Date. The Seller hereby grants to the Purchaser a lien on and a continuing security interest in each Mortgage Loan and each document and instrument evidencing each such Mortgage Loan to secure the performance by the Seller of its obligations under the related Purchase Price and Terms Agreement, and the Seller agrees that it shall hold such Mortgage Loans in custody for the Purchaser subject to the Purchaser's (a) right to reject any Mortgage Loan (or Qualified Substitute Mortgage Loan) under the terms of this Agreement and to require another Mortgage Loan (or Qualified Substitute Mortgage Loan) to be substituted therefor, and (b) obligation to pay the Purchase Price for the Mortgage Loans. All rights and remedies of the Purchaser under this Agreement are distinct from, and cumulative with, any other rights or remedies under this Agreement or afforded by law or equity and all such rights and remedies may be exercised concurrently, independently or successively.
Xxxxx of Security Interest The Trust hereby pledges to and grants the Custodian a security interest in the assets of any Fund to secure the payment of any liabilities of the Fund to the Custodian for money borrowed from the Custodian. This pledge is in addition to any other pledge of collateral by the Trust to the Custodian.
