Conveyance of the Receivables. AND THE OTHER CONVEYED PROPERTY
Conveyance of the Receivables. (a) In consideration for the Issuer’s delivery to or upon the order of the Depositor of the Notes and the Certificates resulting in an increase in the residual value of the equity interest in the Issuer owned by the Depositor, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse, but subject to the other terms and conditions of this Agreement, each and all of the following (collectively, the “Depositor Conveyed Assets”):
Conveyance of the Receivables. (a) In consideration for the Issuer’s delivery to or upon the order of the Depositor of (i) the Notes, and (ii) the Certificates resulting in an increase in the residual value of the equity interest in the Issuer owned by the Depositor, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse, but subject to the other terms and conditions of this Agreement, each and all of the following (collectively, the “Depositor Conveyed Assets”): (x) all right, title and interest of the Depositor in and to the Conveyed Assets, (y) all of the Depositor’s rights under the Receivables Purchase Agreement, including the representations of the Seller made therein and the Depositor’s right to enforce a breach of any such representation made with respect to any Conveyed Assets, and (z) all proceeds of each of the foregoing.
Conveyance of the Receivables and the Other Conveyed Property ------------------------------------------------------------- to the Issuer. Sellers acknowledge that Purchaser intends, pursuant to the Sale ------------- and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the date hereof and on the Subsequent Transfer Date in the case of Subsequent Receivables. Sellers acknowledge and consent to such conveyance and pledge and waive any further notice thereof and covenant and agree that the representations and warranties of Sellers contained in this Agreement and the rights of Purchaser hereunder are intended to benefit the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, Sellers covenant and agree to perform their duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Sellers shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer, the Backup Servicer or the Purchaser to perform their respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Sellers under this Agreement against Sellers for the benefit of the Insurer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.
Conveyance of the Receivables. Subject to the terms and conditions of this Agreement, the Seller hereby sells, transfers and otherwise conveys to the Purchaser all of the Seller's right, title and interest in, to and under the following property whether now owned or existing or hereafter acquired or arising (collectively, the "Purchased Property"):
Conveyance of the Receivables. (a) In consideration for (i) the Issuer’s delivery to or upon the order of the Depositor of the Notes, and (ii) the Issuer’s delivery to or upon the order of the Depositor of the Certificates resulting in an increase in the residual value of the equity interest in the Issuer owned by the Depositor, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse, but subject to the other terms and conditions of this Agreement, each and all of the following (collectively, the “Depositor Conveyed Assets”): (x) all right, title and interest of the Depositor in and to the Conveyed Assets, (y) all of the Depositor’s rights under the Receivables Purchase Agreement, including the representations of the Seller made therein and the Depositor’s right to enforce a breach of any such representation made with respect to any Conveyed Assets, and (z) all proceeds of each of the foregoing.
Conveyance of the Receivables. In consideration of the Purchaser's payment to the Seller of $1,766,358,574 (the "Purchase Price"), the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) all of the Seller's right, title and interest in, to and under the following property whether now owned or existing or hereafter acquired or arising (collectively, the "Purchased Property"):
Conveyance of the Receivables. In consideration of the Purchaser's payment to the Seller of $[ ], the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Purchaser (i) without recourse (subject to the obligations herein) all right, title and interest of the Seller in and to the Receivables, all payments collected thereon on or after [ ] and all other proceeds of the Receivables and (ii) all rights of the Seller under the Receivables Purchase Agreement dated [ ] between [ ], as seller, and the Seller, as purchaser (including without limitation the representations and warranties of the [ ] under such Receivables Purchase Agreement). The sale, transfer, assignment and conveyance made hereunder shall not constitute and is not intended to result in an assumption by the Purchaser of any obligation of the Seller to the Obligors or any other Person in connection with the Receivables or any agreement, document or instrument related thereto. The Seller and the Purchaser intend that the sale, transfer, assignment and conveyance of the Receivables and other rights and property pursuant to this Section 3 shall be a sale not a secured borrowing. However, in the event that such transfer is deemed to be a transfer for security, the Seller hereby grants to the Purchaser a first priority security interest in all of the Seller's right, title and interest in, to and under the Receivables and all proceeds thereof and all other rights and property transferred hereunder to secure a loan in an amount equal to the purchase price, and in such event, this Agreement shall constitute a security agreement under applicable law.
Conveyance of the Receivables. 3 SECTION 2.1 Conveyance of Receivables..................................................3 SECTION 2.2 Further Encumbrance of Trust Property......................................3
Conveyance of the Receivables
