Common use of Conveyance of the Initial Contracts Clause in Contracts

Conveyance of the Initial Contracts. On the Closing Date, the Company shall sell, transfer, assign absolutely, set over and otherwise convey to the Trust by execution of an assignment substantially in the form of Exhibit D hereto, and the Trust shall purchase, (i) all the right, title and interest of the Company in and to the Initial Contracts and all the rights, benefits, and obligations arising from and in connection with each Initial Contract, (ii) the security interests in the Initial Financed Vehicles granted by the Obligors pursuant to the Initial Contracts, (iii) all payments received by the Company on or with respect to the Initial Contracts on or after the Initial Cut-off Date (exclusive of payments with respect to Post Cut-off Date Insurance Add-Ons), (iv) the interest of the Company in any Initial Financed Vehicles (including any right to receive future Net Liquidation Proceeds) that secure the Initial Contracts and that shall have been repossessed by the Servicer by or on behalf of the Trust; (v) all rights of the Company to proceeds of Insurance Policies covering the Obligors and the Initial Contracts, (vi) the proceeds from any Servicer's Errors and Omissions Protection Policy, any fidelity bond and any blanket hazard policy, to the extent such proceeds relate to any Initial Financed Vehicle, (vii) all rights of recourse against any cosigner or under any personal guarantee with respect to the Initial Contracts (other than any right as against a Dealer under a Dealer Agreement), (viii) all amounts held for the Trust in the Collection Account, (ix) all amounts held for the Trust in the Pre-Funding Account, (x) all amounts held for the Trust in the Capitalized Interest Account, (xi) all proceeds in any way derived from any of the foregoing items, and (xii) all documents contained or required to be contained in the Contract Files relating to the Initial Contracts. The parties intend and agree that the conveyance of the Company's right, title and interest in and to the Initial Contracts (and all rights, entitlements and amounts listed above) pursuant to this Agreement shall constitute an absolute sale. The Company hereby declares and covenants that it shall at no time have any legal, equitable or beneficial interest in, or any right, including without limitation any reversionary or offset right, to the Collection Account, the Pre-Funding Account, the Capitalized Interest Account and the Cash Collateral Account, and that, in the event it receives any of the same, it shall hold same in trust for the benefit of the Trust on behalf of the Securityholders and shall immediately endorse over to the Trust any such amount it receives.

Conveyance of the Initial Contracts. On the Closing Date, the Company shall sell, transfer, assign absolutely, set over and otherwise convey to the Trust by execution of an assignment substantially in the form of Exhibit D hereto, and the Trust shall purchase, (i) all the right, title and interest of the Company in and to the Initial Contracts and all the rights, benefits, and obligations arising from and in connection with each Initial Contract, (ii) the security interests in the Initial Financed Vehicles granted by the Obligors pursuant to the Initial Contracts, (iii) all payments received by the Company on or with respect to the Initial Contracts on or after the Initial Cut-off Date (exclusive of payments with respect to Post Cut-off Date Insurance Add-Ons), (iv) the interest of the Company in any Initial Financed Vehicles Vehicle (including any right to receive future Net Liquidation Proceeds) that secure secures the Initial Contracts and that shall have been repossessed by the Servicer by or on behalf of the Trust; (v) all rights of the Company to proceeds of Insurance Policies covering the Obligors and the Initial Contracts, (vi) the proceeds from any Servicer's Errors and Omissions Protection Policy, any fidelity bond and any blanket hazard policy, to the extent such proceeds relate to any Initial Financed Vehicle, (vii) all rights of recourse against any cosigner or under any personal guarantee with respect to the Initial Contracts (other than any right as against a Dealer under a Dealer Agreement), (viii) all amounts held for the Trust in the Collection Account, (ix) all amounts held for the Trust in the Pre-Funding Account, (x) all amounts held for the Trust in the Capitalized Interest Account, (xi) all proceeds in any way derived from any of the foregoing items, and (xii) all documents contained or required to be contained in the Contract Files relating to the Initial Contracts. The parties intend and agree that the conveyance of the Company's right, title and interest in and to the Initial Contracts (and all rights, entitlements and amounts listed above) pursuant to this Agreement shall constitute an absolute sale. The Company hereby declares and covenants that it shall at no time have any legal, equitable or beneficial interest in, or any right, including without limitation any reversionary or offset right, to the Collection Account, the Pre-Funding Account, the Capitalized Interest Account and the Cash Collateral Account, and that, in the event it receives any of the same, it shall hold same in trust for the benefit of the Trust on behalf of the Securityholders and shall immediately endorse over to the Trust any such amount it receives.