Common use of Conveyance of Trust Property Clause in Contracts

Conveyance of Trust Property. In consideration of the delivery by the Issuer to, or upon the written order of, the Seller of authenticated Notes and Certificates, in authorized denominations in aggregate principal amounts equal to the initial principal amount of the Notes and the Initial Certificate Balance, respectively, the Seller hereby irrevocably sells, transfers, assigns and conveys to the Issuer all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Trust Property, without recourse (subject to the obligations herein). The sale, 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. It is the intention of the Seller and the Issuer 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 Issuer. However, in the event that such transfer is deemed to be a pledge to secure the payment of the Notes and the Certificates, the Seller hereby grants to the Issuer a first priority security interest in and Lien on all of the right, title and interest of the Seller in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes and the Certificates, and in such event, this Agreement shall constitute a security agreement under applicable law.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Daimler Benz Vehicle Receivables Corp)

Conveyance of Trust Property. (a) In consideration of ---------------------------- the Trust's delivery by of the Issuer Securities to, or upon the written order of, the Seller of authenticated Notes and Certificates, in authorized denominations in aggregate principal amounts equal to the initial principal amount of the Notes and the Initial Certificate Balance, respectivelySeller, the Seller hereby irrevocably sells, transfers, assigns and conveys to the Issuer all rightTrust, title upon the terms and interest of the Sellerconditions hereof, whether now owned or hereafter acquired, in, to and under the Trust Property, without recourse (subject to the obligations herein)recourse. The sale, transfer, assignment and conveyance made hereunder shall not constitute and is not intended to result in an assumption by any Trustee, the Issuer Trust or any Securityholder of any obligation of the Seller to the Obligors, the Dealers 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 . (b) The Seller and the Issuer intends that the transfer and conveyance of the Trust Property contemplated herein constitute to the Trust hereunder constitutes a complete sale and assignment of all of the Seller's right, title and interest in, to and under the Trust Property to the Trust and that the beneficial interest of the Seller in, and title to, the Trust Property will not be a part of the Seller's estate in the event of any liquidation, reorganization or similar insolvency proceeding with respect to the Seller. In the event that the transfer hereunder is not respected as a complete sale and assignment of the Trust Property, conveying good title Property to the Trust Property from the Seller to the Issuer. HoweverTrust, then, in the event that such transfer is deemed to be a pledge to secure the payment of the Notes and the Certificatesevent, the Seller hereby grants to the Issuer Trust a first priority security interest in and Lien on all of the Seller's right, title and interest of the Seller in, to and under in the Trust Property, and all proceeds thereof, to secure the payment of the Notes and the Certificates, and in such event, this . This Agreement shall constitute a security agreement under applicable law.

Appears in 1 contract

Sources: Sale and Servicing Agreement (First Security Bank Na)

Conveyance of Trust Property. (a) In consideration of the delivery by the Issuer to, or upon the written order of, the Seller of authenticated Notes and Certificates, in authorized denominations in aggregate principal amounts equal to the initial principal amount of the Notes and the Initial Certificate Balance, respectively, the Seller hereby irrevocably sells, transfers, assigns and conveys to the Issuer all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Trust Property, without recourse (subject to the obligations herein). The sale, 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. . (b) It is the intention of the Seller and the Issuer 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 Issuer. However, in the event that such transfer is deemed to be a pledge to secure the payment of the Notes and the Certificates, the Seller hereby grants to the Issuer a first priority security interest in and Lien on all of the right, title and interest of the Seller in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes and the Certificates, and in such event, this Agreement shall constitute a security agreement under applicable law.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Daimler Benz Vehicle Receivables Corp)

Conveyance of Trust Property. In consideration of the Issuer's delivery by the Issuer to, or upon the written order of, the Seller of authenticated Notes Notes, Certificates and Certificatesthe Final Payment Certificate, in authorized denominations in aggregate principal amounts equal to the initial principal amount of the Notes Notes, the Initial Certificate Balance and the Initial Final Payment Certificate Balance, respectively, the Seller hereby irrevocably sells, transfers, assigns and conveys to the Issuer all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Trust Property, without recourse (subject to the obligations herein). The sale, 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. It is the intention of the Seller and the Issuer 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 Issuer. However, in the event that such transfer is deemed to be a pledge to secure the payment of the Notes Certificates and the CertificatesFinal Payment Certificate, the Seller hereby grants to the Issuer a first priority security interest in and Lien on all of the Seller's right, title and interest of the Seller in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes Notes, the Certificates and the CertificatesFinal Payment Certificate, and in such event, this Agreement shall constitute a security agreement under applicable law.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Mmca Auto Receivables Inc)