Common use of Conveyance of Collateral Clause in Contracts

Conveyance of Collateral. (a) In consideration of the Issuer's delivery to or upon the order of the Depositor on the Closing Date of authenticated Notes and Certificates, in authorized denominations in aggregate principal amounts equal to the Initial Note Balance and the Initial Certificate Balance, respectively, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor in, to and under the following, whether now owned or existing or hereafter acquired or arising (collectively, the "Collateral"): (i) the Receivables and all monies due, to become due and paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.04 or the purchase of Receivables by the Master Servicer pursuant to Section 3.08 or 8.01) after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables; (iii) any proceeds of any physical damage insurance policies and extended warranties covering the Financed Vehicles and any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) the Receivable Files; (v) any proceeds of Dealer Recourse; (vi) the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor, but not the obligations of the Depositor thereunder; (vii) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; (viii) all funds on deposit from time to time in the Accounts (including the Reserve Fund Initial Deposit) and the Certificate Distribution Account and in all investment income and proceeds thereof; (ix) any Servicer Letter of Credit; and (x) the proceeds of any and all of the foregoing. (b) The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the Depositor hereby grants to the Issuer a first priority security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and all proceeds of any of the foregoing. The parties hereto intend that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder.

Conveyance of Collateral. (a) In consideration of the Issuer's delivery to or upon the order of the Depositor on the Closing Date of authenticated Notes and Certificates, in authorized denominations in aggregate principal amounts equal to the Initial Note Balance and the Initial Certificate Balance, respectively, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor in, to and under the following, whether now owned or existing or hereafter acquired or arising (collectively, the "Collateral"): (i) the Receivables and all monies due, to become due and paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.04 or 2.04, the purchase of Receivables by the Master Servicer pursuant to Section Sections 3.08 or 8.01) after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables; (iii) any proceeds of any physical damage insurance policies and extended warranties covering the Financed Vehicles and any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) the Receivable Files; (v) any proceeds of Dealer Recourse; (vi) the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor, but not the obligations of the Depositor thereunder; (vii) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; (viii) all funds on deposit from time to time in the Accounts (including the Reserve Fund Initial Deposit) and the Certificate Distribution Account and in all investment income and proceeds thereof; (ix) any Servicer Letter of Credit; and (x) the proceeds of any and all of the foregoing. (b) The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the Depositor hereby grants to the Issuer a first priority security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and all proceeds of any of the foregoing. The parties hereto intend that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder.