Additional Receivables. On each Distribution Date during the Revolving Period, the Depositor shall purchase from the Seller and sell to the Issuing Entity Additional Receivables in an amount approximately equal to (but not greater than) the amount of funds deposited on such Distribution Date in the Accumulation Account pursuant to clauses (vii) and (ix) of Section 4.06(c) of this Agreement. Subject to the satisfaction of the conditions set forth in Section 2.07, in consideration of the Issuing Entity’s delivery on or prior to any Subsequent Closing Date to the Depositor of an amount equal to the Aggregate Additional Receivables Principal Balance for such date, on each Subsequent Closing Date the Depositor shall, pursuant to this Agreement and the related Second Step Additional Receivables Assignment in the form attached as Exhibit C to this Agreement (the “Second Step Additional Receivables Assignment” and together with the Second Step Initial Receivables Assignment, the “Second Step Receivables Assignments”), sell, transfer, assign and otherwise convey to the Issuing Entity, without recourse:
(i) all right, title and interest of the Depositor in, to and under the Additional Receivables listed on the Schedule of Additional Receivables delivered on or prior to the related Subsequent Closing Date and all monies received thereon on and after the related Subsequent Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Servicer or the Seller covering any related Financed Vehicle;
(ii) the interest of the Depositor in the security interests in the Financed Vehicles granted by Obligors pursuant to the Additional Receivables and, to the extent permitted by law, any accessions thereto;
(iii) the interest of the Depositor in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors;
(iv) the interest of the Depositor in any proceeds from recourse against Dealers on the Additional Receivables;
(v) all right, title and interest of the Depositor in, to and under the First Step Additional Receivables Assignments; and
(vi) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (v) above 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 o...
Additional Receivables. In consideration for the Additional Purchased Property, XXXX shall, on each related Subsequent Closing Date, pay to the Seller an amount equal to the Aggregate Additional Receivables Principal Balance in respect of the Additional Receivables sold on such date and the Seller shall execute and deliver to XXXX an assignment in the form attached hereto as Exhibit A (the “First Step Additional Receivables Assignment”). A portion of the Aggregate Additional Receivables Principal Balance shall be paid to the Seller in immediately available funds and the balance of such purchase shall be paid through one or both of (a) an increase in the amount owing from XXXX to Seller under the Intercompany Advance Agreement (as a result of an advance made thereunder from Seller to XXXX) and (b) an increase in Seller’s capital account in XXXX (as a result of a deemed capital contribution from Seller to XXXX). The amount advanced under the Intercompany Advance Agreement and the amount of the deemed capital contribution shall be duly recorded by the Seller and XXXX. The First Step Initial Receivables Assignment and each First Step Additional Receivables Assignment are collectively referred to herein as the “First Step Receivables Assignments.”)
Additional Receivables. In addition to the characteristics set forth in Section 4.01(a)(i) above, each Additional Receivable as of the related Subsequent Cutoff Date, was not considered past due, that is, the payments due on that Additional Receivable in excess of $25 were not more than thirty (30) days delinquent, and such Additional Receivable was not a Liquidating Receivable.
Additional Receivables. All Receivables created on or after the Cut-off Date which are (i) sold by the Servicer to the Receivables Seller under the Receivables Sale Agreement and/or which are (ii) sold and/or contributed by (A) the Receivables Seller to the Depositor pursuant to the Receivables Sale Agreement, as described in Section 2(a) of the Receivables Sale Agreement and (B) the Depositor to the Issuer pursuant to the Receivables Pooling Agreement. Any Receivables (x) created at any time with respect to an MBS Trust or a Mortgage Loan with respect to which OLS no longer acts at such time as Servicer prior to the MSR Transfer Date, or as to which HLSS no longer acts as Servicer from and after the MSR Transfer Date, or (y) sold and/or contributed to the Depositor or the Issuer on or after a Stop Date pursuant to Section 2(d) of the Receivables Sale Agreement or Section 2(c) of the Receivables Pooling Agreement shall not constitute Additional Receivables.
Additional Receivables. In consideration for the Additional Purchased Property, Ally Auto shall, on each related Subsequent Closing Date, pay to the Seller an amount equal to the Aggregate Additional Receivables Principal Balance in respect of the Additional Receivables sold on such date and the Seller shall execute and deliver to Ally Auto an assignment in the form attached hereto as Exhibit A (the “First Step Additional Receivables Assignment”). A portion of the Aggregate Additional Receivables Principal Balance, equal to $[ ], shall be paid to the Seller in immediately available funds and the balance of such purchase shall be paid through one or both of [(a) an increase in the amount owing from Ally Auto to Seller under the Intercompany Advance Agreement (as a result of an advance made thereunder from Seller to Ally Auto), equal to $[ ], and (b)] an increase in Seller’s capital account in Ally Auto (as a result of a deemed capital contribution from Seller to Ally Auto), equal to $[ ]. The amount [advanced under the Intercompany Advance Agreement and the amount] of the deemed capital contribution shall be duly recorded by the Seller and Ally Auto. The First Step Initial Receivables Assignment and each First Step Additional Receivables Assignment are collectively referred to herein as the “First Step Receivables Assignments.”)]
Additional Receivables. All Receivables created or acquired on or after the Closing Date which are sold and/or contributed by (i) the Receivables Seller to the Depositor pursuant to the Receivables Sale Agreement, as described in Section 2(a) of the Receivables Sale Agreement and (ii) the Depositor to the Issuer pursuant to the Receivables Pooling Agreement. Any Receivables (x) created at any time with respect to a Mortgage Pool or a Mortgage Loan with respect to which Nationstar no longer acts at such time as Servicer or (y) sold and/or contributed to the Depositor or the Issuer on or after a Stop Date pursuant to Section 2(c) of the Receivables Sale Agreement or Receivables Pooling Agreement shall not constitute Additional Receivables.
Additional Receivables. Without further action on the part of any party hereto, on each Business Day on or prior to the Final Addition Date, subject to and in compliance with the conditions set forth below and in Section 2.3, all Contracts and Mortgage Loans originated or acquired by the Seller and identified on a Schedule of Receivables shall be included as Receivables as of the applicable Additional Cut-Off Date, provided that the related Contract or Mortgage Note has been delivered to the Custodian. On the Addition Date with respect to any such Additional Receivables, the Transferor shall purchase from the Seller, and the Seller will sell to the Transferor, and the Depositor shall purchase from the Transferor, and the Transferor will sell to the Depositor, and the Issuer shall purchase from the Depositor, and the Depositor will sell to the Issuer, such Additional Receivables, in each case the Loan Balance sold being established as of the close of business on the applicable Additional Cut-Off Date. In connection with the Additional Receivables:
(i) on or before the Business Day immediately preceding each Borrowing Date or on the date any Monthly Report is delivered and together with each notice of Borrowing, the Seller shall give the Depositor, the Custodian, the Indenture Trustee and the Class A Note Agent an amended and restated Schedule of Receivables (an "Amended and Restated Schedule of Receivables"); and
(ii) if necessary, the Seller shall deliver to the Depositor, the Indenture Trustee and the Class A Note Agent copies of UCC-1 financing statements covering the Additional Receivables and perfecting the Transferor's, the Depositor's, the Issuer's and the Indenture Trustee's respective interests therein; and
(iii) neither the Transferor, the Depositor nor the Issuer shall purchase, nor shall the Seller, the Transferor or the Depositor sell, Contracts or Mortgage Loans if, prior to giving effect to such sale, the Borrowing Base exceeds $200,000,000, the Issuer is unable to borrow under Section 10.1 of the Indenture or an Event of Default has occurred and is continuing under the Indenture, provided that the obligation of the Transferor, the Depositor and the Issuer to purchase, and the obligation of the Seller, the Transferor and the Depositor to sell, Receivables shall resume immediately if the Borrowing Base is less than $200,000,000, the Issuer may borrow under Section 10.1 of the Indenture and no Event of Default has occurred and is continuing.
Additional Receivables. Each Additional Receivable shall have been identified and approved by Aegis Finance on or prior to the Closing Date, as evidenced by Aegis Finance's dated notation of approval on the loan application (or other writing).
Additional Receivables. On each Distribution Date during the Revolving Period, the Depositor shall purchase from the Seller and sell to the Issuing Entity Additional Receivables in an amount approximately equal to (but not greater than) the amount of funds deposited on such Distribution Date in the Accumulation Account pursuant to clauses [(vii) and (ix) of Section 4.06(e)] of the Servicing Agreement. Subject to the satisfaction of the conditions set forth in Section 2.07, in consideration of the Issuing Entity’s delivery on or prior to any
Additional Receivables. In consideration for the Additional Purchased Property to be sold by GMAC to XXXX, XXXX shall, on each related Additional Closing Date, pay to GMAC an amount equal to the Additional Receivables Discounted Principal Balance in respect of the Additional Receivables sold on such date and GMAC shall execute and deliver to XXXX a First Step Additional Receivables Assignment in the form attached hereto as Exhibit B (the "First Step Additional Receivables Assignment"). The First Step Initial Receivables Assignment and each First Step Additional Receivables Assignment are collectively referred to herein as the "First Step Receivables Assignments."
