Common use of Additional Receivables Clause in Contracts

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 of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

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) 4.06(e)] of this 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 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 of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.]

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(c4.06(e) 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 of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

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 (viiix) and (ixxi) 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 of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.]

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 Issuer's delivery on or prior to any Subsequent Additional Closing Date to the Depositor Seller of an amount equal to the Aggregate Additional Receivables Discounted Principal Balance for such date, on each Subsequent Additional Closing Date the Depositor Seller 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 EntityIssuer, without recourse: (i) all right, title and interest of the Depositor Seller in, to and under the Additional Receivables listed on the Schedule of Additional Receivables delivered on or prior to the related Subsequent Additional Closing Date and (a) in the case of Additional Receivables that are Scheduled Interest Receivables, all monies due thereunder on and after the related Additional Cutoff Date and (b) in the case of Additional Receivables that are Simple Interest Receivables, all monies received thereon on and after the related Subsequent Additional Cutoff Date, in each case exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required force-placed by the Servicer or the Seller covering any related Financed Vehicle; (ii) the interest of the Depositor Seller 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 Seller 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 Seller in any proceeds from recourse against Dealers on the Additional Receivables; (v) all right, title and interest of the Depositor Seller in, to and under the related First Step Additional Receivables AssignmentsAssignment; and (vi) all present and future claims, demands, causes and choses in action in respect of any or all the interest of the foregoing Seller in any proceeds of the property described in clauses (i), (ii) through and (viii) 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 of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoingabove.

Additional Receivables. On each Distribution Date during the Revolving PeriodDate, the Depositor shall seek to 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(c4.06(d) 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 Date, 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 related First Step Additional Receivables AssignmentsAssignment; 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 of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at ay any time constitute all or part of or are included in the proceeds of any of the foregoing.]

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(c4.06(e) 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 of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.]

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 Issuer's delivery on or prior to any Subsequent Additional Closing Date to the Depositor Seller of an amount equal to the Aggregate Additional Receivables Discounted Principal Balance for such date, on each Subsequent Additional Closing Date the Depositor Seller 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 EntityIssuer, without recourse: (i) all right, title and interest of the Depositor Seller in, to and under the Additional Receivables listed on the Schedule of Additional Receivables delivered on or prior to the related Subsequent Additional Closing Date and (a) in the case of Additional Receivables that are Scheduled Interest Receivables, all monies due thereunder on and after the related Additional Cutoff Date and (b) in the case of Additional Receivables that are Simple Interest Receivables, all monies received thereon on and after the related Subsequent Additional Cutoff Date, in each case exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required force-placed by the Servicer or the Seller covering any related Financed Vehicle; (ii) the interest of the Depositor Seller 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) except for those Additional Receivables originated in Wisconsin, the interest of the Depositor Seller 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 Seller in any proceeds from recourse against Dealers on the Additional Receivables; (v) all right, title and interest of the Depositor Seller in, to and under the related First Step Additional Receivables AssignmentsAssignment; and (vi) all present and future claims, demands, causes and choses in action in respect of any or all the interest of the foregoing Seller in any proceeds of the property described in clauses (i), (ii) through and (viii) 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 of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoingabove.

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 2.072.06, in consideration of the Issuing Entity’s Issuer's delivery on or prior to any Subsequent Additional Closing Date to the Depositor Seller of an amount equal to the Aggregate Additional Receivables Discounted Principal Balance for such dateBalance, on each Subsequent Additional Closing Date the Depositor Seller 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 EntityIssuer, without recourse: (i) all right, title and interest of the Depositor Seller in, to and under the Additional Receivables listed on the Schedule of Additional Receivables delivered and (a) in the case of Additional Receivables that are Scheduled Interest Receivables, all monies due thereunder on or prior to and after the related Subsequent Closing Additional Cutoff Date and (b) in the case of Additional Receivables that are Simple Interest Receivables, all monies received thereon on and after the related Subsequent Additional Cutoff Date, in each case exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required force-placed by the Servicer or the Seller covering any related Financed Vehicle; (ii) the interest of the Depositor Seller 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) except for those Additional Receivables originated in Wisconsin, the interest of the Depositor Seller 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 Seller in any proceeds from recourse against Dealers on the Additional Receivables; (v) all right, title and interest of the Depositor Seller in, to and under the related First Step Additional Receivables Assignments; andAssignment; (vi) all present and future claims, demands, causes and choses in action in respect of any or all the interest of the foregoing Seller in any proceeds of the property described in clauses (i), (ii) through and (viii) 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 of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoingabove.