Common use of Conveyance of Initial Receivables Clause in Contracts

Conveyance of Initial Receivables. Subject to the terms and conditions of this Agreement, the Seller, pursuant to the mutually agreed upon terms contained herein, hereby sells, transfers, assigns, and otherwise conveys to the Trust, without recourse (but without limitation of its obligations in this Agreement), all of the right, title and interest of the Seller in and to the Initial Receivables, all monies at any time paid or payable thereon or in respect thereof after the Initial Cutoff Date (including amounts due on or before the Initial Cutoff Date but received by AFL or the Seller after the Initial Cutoff Date), an assignment of security interests of AFL in the related Financed Vehicles, the Insurance Policies and any proceeds from any Insurance Policies relating to the Initial Receivables, the Obligors or the related Financed Vehicles, including rebates of premiums, all Collateral Insurance and any Force-Placed Insurance relating to the Initial Receivables, an assignment of the rights of AFL or the Seller against Dealers with respect to the Initial Receivables under the Dealer Agreements and the Dealer Assignments, all items contained in the related Receivable Files, any and all other documents that AFL keeps on file in accordance with its customary procedures relating to the Initial Receivables, the Obligors or the related Financed Vehicles, an assignment of the rights of the Seller under the Purchase Agreements, property (including the right to receive future Liquidation Proceeds) that secures an Initial Receivable and that has been acquired by or on behalf of the Trust pursuant to liquidation of such Receivable, all funds on deposit from time to time in the Trust Accounts and all investments therein and proceeds thereof, and all proceeds of the foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each Subsequent Transfer Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the other Trust Property shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and each Subsequent Transfer Agreement is held not to be a sale, this Agreement and each Subsequent Transfer Agreement shall constitute a grant of a security interest to the Trust in the property referred to in this Section 2.1 or transferred to the Trust pursuant to the related Subsequent Transfer Agreement.

Conveyance of Initial Receivables. Subject to the terms and conditions of this Agreement, the Seller, pursuant to the mutually agreed upon terms contained herein, hereby sells, transfers, assigns, and otherwise conveys to the Trust, without recourse (but without limitation of its obligations in this Agreement), all of the right, title and interest of the Seller in and to the Initial Receivables, all monies at any time paid or payable thereon or in respect thereof after the Initial Cutoff Date (including amounts due on or before the Initial Cutoff Date but received by AFL OFL or the Seller after the Initial Cutoff Date), an assignment of security interests of AFL OFL in the related Financed Vehicles, the Insurance Policies and any proceeds from any Insurance Policies relating to the Initial Receivables, the Obligors or the related Financed Vehicles, including rebates of premiums, all Collateral Insurance and any Force-Placed Insurance relating to the Initial Receivables, an assignment of the rights of AFL OFL or the Seller against Dealers with respect to the Initial Receivables under the Dealer Agreements and the Dealer Assignments, all items contained in the related Receivable Files, any and all other documents that AFL OFL keeps on file in accordance with its customary procedures relating to the Initial Receivables, the Obligors or the related Financed Vehicles, an assignment of the rights of the Seller under the Purchase Agreements, property (including the right to receive future Liquidation Proceeds) that secures an Initial Receivable and that has been acquired by or on behalf of the Trust pursuant to liquidation of such Receivable, all funds on deposit from time to time in the Trust Accounts and all investments therein and proceeds thereof, and all proceeds of the foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each Subsequent Transfer Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Trust and the beneficial interest in and title to the Receivables Recivables and the other Trust Property shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and each Subsequent Transfer Agreement is held not to be a sale, this Agreement and each Subsequent Transfer Agreement shall constitute a grant of a security interest to the Trust in the property referred to in this Section 2.1 or transferred to the Trust pursuant to the related Subsequent Transfer Agreement.

Conveyance of Initial Receivables. (a) Subject to the terms and conditions of this Agreement, the Seller, pursuant to the mutually agreed upon terms contained herein, Company hereby sells, transfers, assigns, assigns and otherwise conveys to the Trust, without recourse (but without limitation of its obligations in under this Agreement), ): (1) all of the right, title and interest of the Seller Company in and to the Initial Receivables, Receivables and all monies at any time paid due or payable thereon received thereunder or in respect thereof on or after the Initial Cutoff Date (including amounts due on or before the Initial Cutoff Date but received by AFL Triad, the Company or the Seller Trust after the Initial Cutoff DateDate (including all Liquidation Proceeds and recoveries received with respect to such Receivables); and (2) all of the right, an assignment title and interest of Triad and the Company in and to (i) the security interests of AFL Triad and the Company in the related Financed Vehicles and any other interest of Triad and the Company in the related Financed Vehicles, including the certificates of title with respect to such Financed 26 32 Vehicles, (ii) the Insurance Policies and any proceeds from any Insurance Policies relating to the Initial Receivables, the Obligors or the related Financed Vehicles, including rebates or refunds of premiums, all Collateral Insurance and any Force-Placed Insurance premiums relating to the Initial Receivables, an assignment of (iii) the rights of AFL or Triad and the Seller Company against Dealers with respect to the Initial Receivables under the Dealer Agreements and the Dealer Assignments, (iv) the rights of Triad and the Company against Correspondents with respect to the Initial Receivables under the Correspondent Agreements and the Correspondent Assignments, (v) all items contained in the related Receivable Files, Files and any and all other documents that AFL Triad keeps on file in accordance with its customary procedures relating to the Initial Receivables, the Obligors or the related Financed Vehicles, an assignment of the rights of the Seller under the Purchase Agreements, (vi) property (including the right to receive future Liquidation Proceeds) that secures an any of the Initial Receivable Receivables and that has been acquired by or on behalf of the Company or the Trust pursuant to the liquidation of any such Initial Receivable, (vii) the rights of the Company under the Receivables Purchase Agreement, (viii) all funds on deposit from time to time in the Trust Accounts Collection Account, the Note Distribution Account, Pre-Funding Account and the Capitalized Interest Account, including all investments therein income thereon and proceeds thereof, (ix) all of the right, title and interest of the Company in and to refunds for the costs of extended service contracts with respect to the Financed Vehicles and (x) all proceeds and investments of any of the foregoing, all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any of the foregoing. It is the intention of the Seller Company and the Trust that the transfer and assignment contemplated by this Agreement and each Subsequent Transfer Agreement shall constitute a sale of the Receivables and the other Trust Property from the Seller Company to the Trust and the beneficial interest in and title to the Receivables and the other Trust Property shall not be part of the SellerCompany's estate in the event of the filing of a bankruptcy petition by or against the Seller Company under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and each Subsequent Transfer Agreement is held not to be a sale, this Agreement and each Subsequent Transfer Agreement shall constitute a grant of a security interest to the Trust in the property referred to in this Section 2.1 or transferred to the Trust pursuant to the related Subsequent Transfer Agreement.

Conveyance of Initial Receivables. (a) Subject to the terms and conditions of this Agreement, the Seller, pursuant to the mutually agreed upon terms contained herein, Company hereby sells, transfers, assigns, assigns and otherwise conveys to the Trust, without recourse (but without limitation of its obligations in under this Agreement), ): (1) all of the right, title and interest of the Seller Company in and to the Initial Receivables, Receivables and all monies at any time paid due or payable thereon received thereunder or in respect thereof on or after the Initial Cutoff Date (including amounts due on or before the Initial Cutoff Date but received by AFL Triad, the Company or the Seller Trust after the Initial Cutoff DateDate (including all Liquidation Proceeds and recoveries received with respect to such Receivables); and (2) all of the right, an assignment title and interest of Triad and the Company in and to (i) the security interests of AFL Triad and the Company in the related Financed Vehicles and any other interest of Triad and the Company in the related Financed Vehicles, including the certificates of title with respect to such Financed Vehicles, (ii) the Insurance Policies and any proceeds from any Insurance Policies relating to the Initial Receivables, the Obligors or the related Financed Vehicles, including rebates or refunds of premiums, all Collateral Insurance and any Force-Placed Insurance premiums relating to the Initial Receivables, an assignment of (iii) the rights of AFL or Triad and the Seller Company against Dealers with respect to the Initial Receivables under the Dealer Agreements and the Dealer Assignments, (iv) the rights of Triad and the Company against Correspondents with respect to the Initial Receivables under the Correspondent Agreements and the Correspondent Assignments, (v) all items contained in the related Receivable Files, Files and any and all other documents that AFL Triad keeps on file in accordance with its customary procedures relating to the Initial Receivables, the Obligors or the related Financed Vehicles, an assignment of the rights of the Seller under the Purchase Agreements, (vi) property (including the right to receive future Liquidation Proceeds) that secures an any of the Initial Receivable Receivables and that has been acquired by or on behalf of the Company or the Trust pursuant to the liquidation of any such Initial Receivable, (vii) the rights of the Company under the Receivables Purchase Agreement, (viii) all funds on deposit from time to time in the Trust Accounts Collection Account, the Note Distribution Account, Pre-Funding Account and the Capitalized Interest Account, including all investments therein income thereon and proceeds thereof, (ix) all of the right, title and interest of the Company in and to refunds for the costs of extended service contracts with respect to the Financed Vehicles and (x) all proceeds and investments of any of the foregoing, all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any of the foregoing. It is the intention of the Seller Company and the Trust that the transfer and assignment contemplated by this Agreement and each Subsequent Transfer Agreement shall constitute a sale of the Receivables and the other Trust Property from the Seller Company to the Trust and the beneficial interest in and title to the Receivables and the other Trust Property shall not be part of the SellerCompany's estate in the event of the filing of a bankruptcy petition by or against the Seller Company under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and each Subsequent Transfer Agreement is held The Initial Receivables shall not to be a sale, this Agreement and each Subsequent Transfer Agreement shall constitute a grant of a security interest to the Trust include Obligors whose addresses are in the property referred to in this Section 2.1 or transferred to the Trust pursuant to the related Subsequent Transfer AgreementState of Pennsylvania.

Conveyance of Initial Receivables. Subject to the terms and conditions of this Agreement, the Seller, pursuant to the mutually agreed upon terms contained herein, hereby sells, transfers, assigns, and otherwise conveys to the Trust, without recourse (but without limitation of its obligations in this Agreement), all of the right, title and interest of the Seller in and to the Initial Receivables, all monies at any time paid or payable thereon or in respect thereof after the Initial Cutoff Date (including amounts due on or before the Initial Cutoff Date but received by AFL or the Seller after the Initial Cutoff Date), an assignment of security interests of AFL in the related Financed Vehicles, the Insurance Policies and any proceeds from any Insurance Policies relating to the Initial Receivables, the Obligors or the related Financed Vehicles, including rebates of premiums, all Collateral Insurance and any Force-Placed Insurance relating to the Initial Receivables, an assignment of the rights of AFL or the Seller against Dealers with respect to the Initial Receivables under the Dealer Agreements and the Dealer Assignments, all items contained in the related Receivable Files, any and all other documents that AFL keeps on file in accordance with its customary procedures relating to the Initial Receivables, the Obligors or the related Financed Vehicles, an assignment of the rights of the Seller under the Purchase Agreements, property (including the right to receive future Liquidation Proceeds) that secures an Initial Receivable and that has been acquired by or on behalf of the Trust pursuant to liquidation of such Receivable, all funds on deposit from time to time in the Trust Accounts and all investments therein and proceeds thereof, and all proceeds of the foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each Subsequent Transfer Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Trust and the beneficial interest in and title to the Receivables Recivables and the other Trust Property shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and each Subsequent Transfer Agreement is held not to be a sale, this Agreement and each Subsequent Transfer Agreement shall constitute a grant of a security interest to the Trust in the property referred to in this Section 2.1 or transferred to the Trust pursuant to the related Subsequent Transfer Agreement.

Conveyance of Initial Receivables. Subject to the terms and conditions of this Agreement, the Seller, pursuant to the mutually agreed upon terms contained herein, hereby sells, transfers, assigns, and otherwise conveys to the Trust, without recourse (but without limitation of its obligations in this Agreement), all of the right, title and interest of the Seller in and to the Initial Receivables, all monies at any time paid or payable thereon or in respect thereof after the Initial Cutoff Date (including amounts due on or before the Initial Cutoff Date but received by AFL OFL or the Seller after the Initial Cutoff Date), an assignment of security interests of AFL OFL in the related Financed Vehicles, the Insurance Policies and any proceeds from any Insurance Policies relating to the Initial Receivables, the Obligors or the related Financed Vehicles, including rebates of premiums, all Collateral Insurance and any Force-Placed Insurance relating to the Initial Receivables, an assignment of the rights of AFL OFL or the Seller against Dealers with respect to the Initial Receivables under the Dealer Agreements and the Dealer Assignments, all items contained in the related Receivable Files, any and all other documents that AFL OFL keeps on file in accordance with its customary procedures relating to the Initial Receivables, the Obligors or the related Financed Vehicles, an assignment of the rights of the Seller under the Purchase Agreements, property (including the right to receive future Liquidation Proceeds) that secures an Initial Receivable and that has been acquired by or on behalf of the Trust pursuant to liquidation of such Receivable, all funds on deposit from time to time in the Trust Accounts and all investments therein and proceeds thereof, and all proceeds of the foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each Subsequent Transfer Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the other Trust Property shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and each Subsequent Transfer Agreement is held not to be a sale, this Agreement and each Subsequent Transfer Agreement shall constitute a grant of a security interest to the Trust in the property referred to in this Section 2.1 or transferred to the Trust pursuant to the related Subsequent Transfer Agreement.

Conveyance of Initial Receivables. (a) Subject to the terms and conditions of this Agreement, the Seller, pursuant to the mutually agreed upon terms contained herein, Company hereby sells, transfers, assigns, assigns and otherwise conveys to the Trust, without recourse (but without limitation of its obligations in under this Agreement), ): (1) all of the right, title and interest of the Seller Company in and to the Initial Receivables, Receivables and all monies at any time paid due or payable thereon received thereunder or in respect thereof on or after the Initial Cutoff Date (including amounts due on or before the Initial Cutoff Date but received by AFL Triad, the Company or the Seller Trust after the Initial Cutoff DateDate (including all Liquidation Proceeds and recoveries received with respect to such Receivables); and (2) all of the right, an assignment title and interest of Triad and the Company in and to (i) the security interests of AFL Triad and the Company in the related Financed Vehicles and any other interest of Triad and the Company in the related Financed Vehicles, including the certificates of title with respect to such Financed Vehicles, (ii) the Insurance Policies and any proceeds from any Insurance Policies relating to the Initial Receivables, the Obligors or the related Financed Vehicles, including rebates or refunds of premiums, all Collateral Insurance and any Force-Placed Insurance premiums relating to the Initial Receivables, an assignment of (iii) the rights of AFL or Triad and the Seller Company against Dealers with respect to the Initial Receivables under the Dealer Agreements and the Dealer Assignments, (iv) the rights of Triad and the Company against Correspondents with respect to the Initial Receivables under the Correspondent Agreements and the Correspondent Assignments, (v) all items contained in the related Receivable Files, Files and any and all other documents that AFL Triad keeps on file in accordance with its customary procedures relating to the Initial Receivables, the Obligors or the related Financed Vehicles, an assignment of the rights of the Seller under the Purchase Agreements, (vi) property (including the right to receive future Liquidation Proceeds) that secures an any of the Initial Receivable Receivables and that has been acquired by or on behalf of the Company or the Trust pursuant to the liquidation of any such Initial Receivable, (vii) the rights of the Company under the Receivables Purchase Agreement, (viii) all funds on deposit from time to time in the Trust Accounts Collection Account, the Note Distribution Account, Pre-Funding Account and the Capitalized Interest Account, including all investments therein income thereon and proceeds thereof, (ix) all of the right, title and interest of the Company in and to refunds for the costs of extended service contracts with respect to the Financed Vehicles and (x) all proceeds and investments of any of the foregoing, all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any of the foregoing. It is the intention of the Seller Company and the Trust that the transfer and assignment contemplated by this Agreement and each Subsequent Transfer Agreement shall constitute a sale of the Receivables and the other Trust Property from the Seller Company to the Trust and the beneficial interest in and title to the Receivables and the other Trust Property shall not be part of the SellerCompany's estate in the event of the filing of a bankruptcy petition by or against the Seller Company under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and each Subsequent Transfer Agreement is held not to be a sale, this Agreement and each Subsequent Transfer Agreement shall constitute a grant of a security interest to the Trust in the property referred to in this Section 2.1 or transferred to the Trust pursuant to the related Subsequent Transfer Agreement.