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..................................21 Section 2.02. Representations and Warranties of the Seller as to the Receivables...................................................25
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 Issuer's delivery to, or upon the order of, the Seller of the Notes and the Certificates in an aggregate principal amount equal to 96.63% 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 following (collectively, the "Trust Property"): (i) the Receivables; (ii) with respect to Receivables that are Actuarial Receivables, monies due thereunder on or after the Cutoff Date (including Payaheads) and, with respect to Receivables that are Simple Interest Receivables, monies due or received thereunder on or after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Issuer in the Financed Vehicles; (iv) rights to receive proceeds with respect to the Receivables from claims on any physical damage, credit life, credit disability, or other insurance policies covering Financed Vehicles or Obligors; (v) Dealer Recourse; (vi) all of the Seller's rights to the Receivable Files that relate to the Receivables; (vii) the Trust Accounts, the Certificate Interest Distribution Account, the Certificate Principal Distribution Account and all amounts, securities, investments, investment property and other property deposited in or credited to any of the foregoing, all security entitlements relating to the foregoing and all proceeds thereof; (viii) all of the Seller's rights under this Agreement; (ix) all of the Seller's rights under the Purchase Agreement, including the right of the Seller to cause Ford Credit to repurchase Receivables from the Seller; (x) payments and proceeds with respect to the Receivables held by the Servicer; (xi) all property (including the right to receive Liquidation Proceeds) securing a Receivable (other than a Receivable purchased by the Servicer or purchased by the Seller); (xii) rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the Cutoff Date; and (xiii) all present and future claims, demands, causes of action 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 or all of the foregoing, including all proceeds of the conversion ...
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. In consideration of the Issuer's sale and delivery to, or upon the order of, the Seller of the Securities in an aggregate principal amount of $4,590,000,000 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) The Seller, concurrently with the execution and delivery hereof, does hereby sell, transfer, assign and convey to the Depositor, at a purchase price previously agreed to by the Seller and Depositor, the Trust Property, without recourse (subject to the obligations herein), upon the terms and conditions hereof.
