Common use of CONVEYANCE OF CONTRACTS Clause in Contracts

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery to or upon the order of the Seller of $______________, less the Spread Account Initial Deposit, effective upon the Closing Date, the Seller hereby sells, grants, transfers, assigns and otherwise conveys to the Issuer, without recourse (subject to the obligations herein), all of the right, title and interest of the Seller (exclusive of (i) the Retained Yield in respect of the Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under the Contracts (which Contracts shall be listed in the Schedule of Contracts), including, without limitation, all payments of Monthly P&I (exclusive of the Retained Yield, which shall be paid directly to the Seller as provided in Section 5.02(b)) due after the Cut-Off Date (excluding the amount allocable to principal and interest due on or prior to the Cut-Off Date); all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to the Cut-Off Date), and any and all security interests in the Financed Vehicles; the Contract Documents relating to the Contracts (except the Contract Documents for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later than one Business Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing, provided that $________ of the principal amount of Contract number __________ is retained by the Seller.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery to or upon the order of the Seller of $______________, less the Spread Account Initial Deposit, effective upon the Closing Date, the Seller hereby sells, grants, transfers, assigns and otherwise conveys to the Issuer, without recourse (subject to the obligations herein), all of the right, title and interest of the Seller (exclusive of (i) the Retained Yield in respect of the Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under the Contracts (which Contracts shall be listed in the Schedule of Contracts), including, without limitation, all payments of Monthly P&I (exclusive of the Retained Yield, which shall be paid directly to the Seller as provided in Section 5.02(b)) due after the Cut-Off Date (excluding the amount allocable to principal and interest due on or prior to the Cut-Off Date); all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to the Cut-Off Date), and any and all security interests in the Financed Vehicles; the Contract Documents relating to the Contracts (except the Contract Documents for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later than one Business Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing, provided that $__________ of the principal amount of Contract number __________ is retained by the Seller.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery to or upon the order of the Seller of $______________, _ of Outstanding Principal Balance of Contracts less the Spread Account Initial Deposit, effective upon the Closing Date, the Seller hereby sells, grants, transfers, assigns and otherwise conveys to the Issuer, without recourse (subject to the obligations herein), all of the right, title and interest of the Seller (exclusive of (i) the Retained Yield in respect of the Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under the Contracts (which Contracts shall be listed in the Schedule of Contracts), including, without limitation, all payments of Monthly P&I (exclusive of the Retained Yield, which shall be paid directly to the Seller as provided in Section 5.02(b)) due on or after the Cut-Off Date __________ 1, 20__ (excluding the amount allocable to principal and interest due on or prior to the Cut-Off Date__________ 1, 20__); all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date __________ 1, 20__ and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to the Cut-Off Date__________ 1, 20__), and any and all security interests in the Financed Vehicles; the Contract Documents relating to the Contracts (except the Contract Documents for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date __________ 1, 20__ but no later than one Business Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing, provided that $________ of the principal amount of Contract number __________ is retained by the Seller.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery to or upon the order of the Seller of $______________, _ less the Spread Account Initial Deposit, effective upon the Closing Date, the Seller hereby sells, grants, transfers, assigns and otherwise conveys to the Issuer, without recourse (subject to the obligations herein), all of the right, title and interest of the Seller (exclusive of (i) the Retained Yield in respect of the Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under the Contracts (which Contracts shall be listed in the Schedule of Contracts), including, without limitation, all payments of Monthly P&I (exclusive of the Retained Yield, which shall be paid directly to the Seller as provided in Section 5.02(b)) due on or after the Cut-Off Date _________ __, 1998 (excluding the amount allocable to principal and interest due on or prior to the Cut-Off Date_________ __, 1998); all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date _________ __, 1998 and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to the Cut-Off Date_________ __, 1998), and any and all security interests in the Financed Vehicles; the Contract Documents relating to the Contracts (except the Contract Documents for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date _________ __, 1998 but no later than one Business Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing, provided that $________ of the principal amount of Contract number __________ is retained by the Seller.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery to or upon the order of the Seller of the Certificates and $______________, less which amount equals the Spread Account Initial Deposit, effective upon the Closing DateOutstanding Principal Balance of Contracts, the Seller hereby sells, grants, transfers, assigns and otherwise conveys to the Issuer, without recourse (subject to the obligations herein), all of the its right, title and interest of the Seller (exclusive of (i) the Retained Yield in respect of the Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under the Contracts (which Contracts shall be listed in the Schedule of Contracts), including, without limitation, all payments of Monthly P&I (exclusive of the Retained Yield, which shall be paid directly to the Seller as provided in Section 5.02(b)) due on or after the Cut-Off Date __________, 2000 (excluding the amount allocable to principal and interest due on or prior to the Cut-Off Date___________, 2000); all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date ____________, 2000 and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to the Cut-Off Date___________, 2000), and any and all security interests in the Financed Vehicles; the Contract Documents relating to the Contracts (except the Contract Documents for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date __________, 2000 but no later than one Business Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing, provided that $__________ of the principal amount of Contract number ____________ is retained by the Seller.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery to or upon the order of the Seller of $______________, _ less the Spread Account Initial Deposit, effective upon the Closing Date, the Seller hereby sells, grants, transfers, assigns and otherwise conveys to the Issuer, without recourse (subject to the obligations herein), all of the right, title and interest of the Seller (exclusive of (i) the Retained Yield in respect of the Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under the Contracts (which Contracts shall be listed in the Schedule of Contracts), including, without limitation, all payments of Monthly P&I (exclusive of the Retained Yield, which shall be paid directly to the Seller as provided in Section 5.02(b)) due after the Cut-Off Date December 1, 1997 (excluding the amount allocable to principal and interest due on or prior to the Cut-Off DateDecember 1, 1997); all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date December 1, 1997 and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to the Cut-Off DateDecember 1, 1997), and any and all security interests in the Financed Vehicles; the Contract Documents relating to the Contracts (except the Contract Documents for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date December 1, 1997 but no later than one Business Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing, provided that $__________ of the principal amount of Contract number __________ is retained by the Seller.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery to or upon the order of WFAL of the Seller of WFAL Certificates and $______________, which amount equals the Outstanding Principal Balance of WFAL Contracts less the Spread Account Initial Deposit, Deposit effective upon the Closing Date, the Seller WFAL hereby sells, grants, transfers, assigns and otherwise conveys to the Issuer, without recourse (subject to the obligations herein), all of the its right, title and interest of the Seller (exclusive of (i) the Retained Yield in respect of the WFAL Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any WFAL Contract) in, to and under the WFAL Contracts (which Contracts shall be listed in the Schedule of Contracts), including, without limitation, all payments of Monthly P&I (exclusive of the Retained Yield, which shall be paid directly to the Seller WFAL as provided in Section 5.02(b)) due on or after the Cut-Off Date ______ 1, 2000 (excluding the amount allocable to principal and interest due on or prior to the Cut-Off Date______ 1, 2000); all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date ______ 1, 2000 and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to the Cut-Off Date______ 1, 2000), and any and all security interests in the Financed Vehicles; the Contract Documents relating to the Contracts (except the Contract Documents for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date ______ 1, 2000 but no later than one Business Day prior to the Closing Date, in lieu of which the Seller WFAL shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing, provided that $_$ _______ of the principal amount of Contract number __________ is retained by WFAL. In consideration of the Seller.Issuer's delivery to or upon the order of WFSRC of the WFSRC Certificate and $________, which amount equals Outstanding Principal Balance of WFSRC Contracts, effective upon the Closing Date, WFSRC hereby respectively transfers and assigns to the Issuer, without recourse (subject to the obligations herein), all of its right, title and interest (exclusive of (i) the Retained Yield in respect of the WFSRC Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any WFSRC Contract) in, to and under the WFAL Contracts (which Contracts shall be listed in the Schedule of Contracts), including, without limitation, all payments of Monthly P&I (exclusive of the Retained Yield, which shall be paid directly to WFSRC as provided in Section 5.02(b)) due on or after ______ 1, 2000 (excluding the amount allocable to principal and interest due prior to ______ 1, 2000); all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after ______ 1, 2000 and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to ______ 1, 2000), and any and all security interests in the Financed Vehicles; the Contract Documents relating to the Contracts (except the Contract Documents for Contracts which have been the subject of a Full Prepayment received on or after ______ 1, 2000 but no later than one Business Day prior to the Closing Date, in lieu of which WFSRC shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment);

CONVEYANCE OF CONTRACTS. (a) a. In consideration of the IssuerWFSRC3's delivery to or upon the order of WFS of the Seller purchase price for the Contracts listed on Schedule A hereto (the "Schedule of $______________Contracts"), less the Spread Account Initial Deposit, effective upon the Closing Date, the Seller WFS hereby sells, grants, transfers, assigns and otherwise conveys to WFSRC3 on the IssuerSubsequent Transfer Date, without recourse (subject to the obligations herein), all of the its right, title and interest of interest, including all rights to service the Seller Subsequent Contracts (exclusive of (i) the Retained Yield in respect of the Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any such Subsequent Contract) in, to and under each and all of the Subsequent Contracts (which Contracts shall be listed in the on that Schedule of Contracts), including, without limitation, all payments of Monthly P&I (exclusive of the Retained Yield, which shall be paid directly to the Seller as provided in Section 5.02(b)) due received after the Cut-Off Date (excluding the amount allocable to principal and interest due close of business on or prior to the Cut-Off Date)April 13, 2005; all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Subsequent Contract relates received on or after the Cut-Off Date close of business on April 13, 2005 and all other proceeds received on or in respect of any such Contracts (other than payments of Monthly P&I due prior to the Cut-Off Date)Subsequent Contract, and any and all security interests in the Financed Vehicles; the Contract Documents relating to the Contracts (except the Contract Documents for Contracts which have been the subject each of a Full Prepayment received on or after the Cut-Off Date but no later than one Business Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment)Subsequent Contracts; and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. Although the parties intend, provided and have expressly so stated, that $________ the conveyance of WFS' right, title and interest in, to and under the principal amount Subsequent Contracts pursuant to this Agreement shall constitute a purchase and sale and not a financing, in order to protect WFSRC3 in the event that, despite such express intention that the transaction be treated as a sale, such conveyance is instead deemed to be a financing, WFS hereby grants to WFSRC3 a first priority security interest in all of Contract number __________ is retained by WFS' right, title and interest in, to and under the SellerSubsequent Contracts, including all proceeds thereof to secure the repayment of such financing, and agrees this Agreement shall constitute a security agreement under applicable law.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery to or upon the order of the Seller of $______________, _ less the Spread Account Initial Deposit, effective upon the Closing Date, the Seller hereby sells, grants, transfers, assigns and otherwise conveys to the Issuer, without recourse (subject to the obligations herein), all of the right, title and interest of the Seller (exclusive of (i) the Retained Yield in respect of the Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under the Contracts (which Contracts shall be listed in the Schedule of Contracts), including, without limitation, all payments of Monthly P&I (exclusive of the Retained Yield, which shall be paid directly to the Seller as provided in Section 5.02(b)) due on or after the Cut-Off Date _________ __, 1999 (excluding the amount allocable to principal and interest due on or prior to the Cut-Off Date_________ __, 1999); all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date _________ __, 1999 and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to the Cut-Off Date_________ __, 1999), and any and all security interests in the Financed Vehicles; the Contract Documents relating to the Contracts (except the Contract Documents for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date _________ __, 1999 but no later than one Business Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing, provided that $________ of the principal amount of Contract number __________ is retained by the Seller.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery to or upon the order of the Seller of $______________, _ less the Spread Account Initial Deposit, effective upon the Closing Date, the Seller hereby sells, grants, transfers, assigns and otherwise conveys to the Issuer, without recourse (subject to the obligations herein), all of the right, title and interest of the Seller (exclusive of (i) the Retained Yield in respect of the Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under the Contracts (which Contracts shall be listed in the Schedule of Contracts), including, without limitation, all payments of Monthly P&I (exclusive of the Retained Yield, which shall be paid directly to the Seller as provided in Section 5.02(b)) due on or after the Cut-Off Date June 1, 1998 (excluding the amount allocable to principal and interest due on or prior to the Cut-Off DateJune 1, 1998); all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date June 1, 1998 and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to the Cut-Off DateJune 1, 1998), and any and all security interests in the Financed Vehicles; the Contract Documents relating to the Contracts (except the Contract Documents for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date June 1, 1998 but no later than one Business Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing, provided that $_____________ of the principal amount of Contract number __________ is retained by the Seller.

CONVEYANCE OF CONTRACTS. (a) On each Closing Date during the Funding Period, the Purchaser shall purchase from Seller all Contracts offered by the Seller to the Purchaser in the manner set forth in this Article. In consideration of the IssuerPurchaser's delivery to or upon the order of the Seller of $______________the Purchase Price set forth in the related Sale and Assignment, less and subject to the Spread Account Initial Deposit, effective upon the Closing Dateterms and conditions hereof, the Seller hereby sells, grants, transfers, assigns and otherwise conveys to the IssuerPurchaser, without recourse (subject except as expressly provided in Sections 3.02, 3.03 and 3.04), and the Purchaser hereby agrees to the obligations herein)purchase, all of the its right, title and interest of the Seller (exclusive of (i) the Retained Yield in respect of the Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under under: the Contracts (which Contracts shall be listed in the Schedule of Contracts), including, without limitation, Contracts attached to or delivered with the Sale and Assignment; all payments of Monthly P&I (exclusive of the Retained Yield, which shall be paid directly to the Seller as provided in Section 5.02(b)) due received after the related Cut-Off Date (excluding the amount allocable including any interest that has accrued to principal and interest due on or prior to the that Cut-Off Date whether received in whole or in part, whether related to a current, future or prior Due Date, whether paid voluntarily by an Obligor or received in connection with the realization of the amounts due and to become due under any Defaulted Contract or upon the sale of any property acquired in respect thereof); all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the related Cut-Off Date and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due received on or prior to the applicable Cut-Off Date), and ; the Contract Files; any and all security interests of the Seller in the Financed Vehicles; , and the Contract Documents relating right to receive proceeds from claims on certain insurance policies covering the Contracts (except Financed Vehicles or the Contract Documents for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later than one Business Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment)related Obligors; and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing, provided that $________ ; exclusive in all cases of the principal amount amount, if any, (A) allocable to any rebatable insurance premium financed by a Contract and (B) of Contract number __________ is refunds, claims, credits or deductions relating to State and local sales or use, gross receipts, transaction privilege, value added, business and occupation and other similar taxes attributable to Contracts charged off by the Seller or its Affiliates, subsidiaries, assignees or transferees, including the Purchaser, all of which amounts and rights to receive such amounts are expressly retained by the Seller. On each Cut-Off Date, the Seller shall deliver to the Purchaser a Sale and Assignment together with a Schedule of Contracts. Notwithstanding Section 3.01(b)(xxiii), a Schedule of Contracts may include Contracts that have been specifically selected by the Seller and described as such; provided, however, that the Purchaser has no obligation to purchase such Contracts. The Seller may submit a Sale and Assignment on any Business Day. Subject to satisfaction of the conditions in Section 2.03, not later than 12:00 p.m., Pacific Time, on each Closing Date the Purchaser shall deliver to or upon the order of the Seller the Purchase Price for the Contracts identified on the related Schedule of Contracts. Such payment shall be made in immediately available funds in accordance with the funding instructions set forth on the related Sale and Assignment. The Contracts are being sold on a servicing released basis. Except for the obligations of the Seller set forth herein, the Purchaser shall be responsible for the management, servicing, administration and collection on the Contracts. It is the intention of the Seller and the Purchaser that each sale, transfer and assignment of Contracts, the security interest in the related Financed Vehicles and related property made pursuant to Section 2.01(a) shall constitute a sale of such property from the Seller to the Purchaser, conveying good title to the property free and clear of Liens, and such property shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy or similar law. However, in the event that any such sale, transfer and assignment is characterized by a court as a loan by the Purchaser to the Seller, the Seller hereby grants, pledges and assigns to the Purchaser a first priority security interest in all of the Seller's right, title and interest in, to and under such property, to secure a loan deemed to have been made by the Purchaser to the Seller as security for such loans and for the payment and performance of all obligations of the Seller hereunder.

CONVEYANCE OF CONTRACTS. (a) In On the Initial Closing Date and each Subsequent Closing Date, in consideration of the Issuer's Purchaser’s delivery to or upon the order of the Seller of $______________, less the Spread Account Initial Deposit, effective upon aggregate Purchase Price of all Contracts being transferred on that date as set forth in the Closing Daterelated Sale and Assignment executed in connection with this Agreement, the Seller hereby sells, grants, transfers, assigns and otherwise conveys to the IssuerPurchaser, without recourse (subject to the obligations herein), all of the right, title and interest of the Seller (exclusive of (i) the Retained Yield in respect of the Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under under: (i) each of the Contracts (which Contracts shall be listed in the Schedule of Contracts), including, without limitation, Contracts attached to or delivered with the Sale and Assignment; (ii) all payments of Monthly P&I (exclusive of the Retained Yield, which shall be paid directly to the Seller as provided in Section 5.02(b)) due received after the related Cut-Off Date (excluding the amount allocable including any interest that has accrued to principal and interest due on or prior to the that Cut-Off Date whether received in whole or in part, whether related to a current, future or prior Due Date, whether paid voluntarily by an Obligor or received in connection with the realization of the amounts due and to become due under any Delinquent Contract or upon the sale of any property acquired in respect thereof); (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the related Cut-Off Date and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due received on or prior to the applicable Cut-Off Date), and ; (iv) any and all security interests of the Seller in the Financed Vehicles, and the right to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the related Obligors; (v) the Contract Documents Files relating to the Contracts; (vi) all proceeds with respect to such Contracts (except the Contract Documents for Contracts which have been the subject of a Full Prepayment from recourse to Dealers thereon pursuant to Dealer Agreements received on or after the related Cut-Off Date but no later than one Business Day prior to the Closing Date; (vii) all property, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to guarantees and other collateral securing any such Full Prepayment)Contracts; and (viii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The sale and servicing of all Contracts purchased in connection with this Agreement shall be subject to the terms and conditions of this Agreement, provided except as otherwise set forth in the related Sale and Assignment as to such Contracts. Unless the context otherwise requires, all references herein to Contracts shall be to all Contracts sold by Seller to Purchaser, whether initially or subsequently. Although the parties intend, and have expressly so stated, that $________ the conveyance of Seller’s right, title and interest in, to and under the Contracts pursuant to this Agreement shall constitute a purchase and sale and not a financing, in order to protect the Purchaser in the event that, despite such express intention that the transaction be treated as a sale, such conveyance is instead deemed to be a financing, the Seller hereby grants to the Purchaser a first priority security interest in all of the principal amount Seller’s right, title and interest in, to and under the Contracts, including all proceeds thereof to secure the repayment of Contract number __________ is retained by the Sellersuch financing, and agrees this Agreement shall constitute a security agreement under applicable law.