Common use of Conveyance of Eligible Receivables Clause in Contracts

Conveyance of Eligible Receivables. (a) By execution of this Agreement, on the Initial Closing Date, the Depositor does hereby transfer, assign and otherwise convey to the Issuing Entity, without recourse (except as expressly provided in Section 2.5 herein), pursuant to an assignment in the form of Exhibit A hereto, all of its right, title and interest in, to and under (i) all of the Receivables existing in the Scheduled Accounts (the schedule of which is on file at the locations set forth in Exhibit B hereto) as of the close of business on the Initial Cut-Off Date that were conveyed to the Depositor by the Seller pursuant to Section 2.01(a) of the Pooling and Servicing Agreement and all monies due or to become due thereon after the Initial Cut-Off Date, all Collateral Security with respect thereto and all amounts received with respect thereto (including all Interest Collections received in the calendar month in which the Initial Cut-Off Date occurs, whether or not received prior to the Initial Cut-Off Date), (ii) the Pooling and Servicing Agreement with respect to such Receivables, including the right of the Depositor to cause the Seller or the Servicer to repurchase Receivables under certain circumstances, (iii) the Custodian Agreement with respect to such Receivables and (iv) all proceeds of the foregoing (including “proceeds” as defined in the UCC and Recoveries). (i) As of each Receivables Transfer Date, the Depositor does hereby transfer, assign and otherwise convey to the Issuing Entity, without recourse (except as expressly provided in Section 2.5 herein), all of its right, title and interest in, to and under (A) all Receivables created or deemed created in the Scheduled Accounts on such Receivables Transfer Date that were conveyed to the Depositor by the Seller pursuant to Section 2.01(b) of the Pooling and Servicing Agreement and all monies due or to become due thereon after such Receivables Transfer Date, all Collateral Security with respect thereto and all amounts received with respect thereto, (B) the Pooling and Servicing Agreement with respect to such Receivables, including the right of the Depositor to cause the Seller or the Servicer to repurchase Receivables under certain circumstances, (C) the Custodian Agreement with respect to such Receivables and (D) all proceeds of the foregoing (including “proceeds” as defined in the UCC and Recoveries), and (ii) as of each Addition Date, the Depositor does hereby transfer, assign and otherwise convey to the Issuing Entity, without recourse (except as expressly provided in Section 2.5 herein), all of its right, title and interest in, to and under (A) all Receivables existing in the Additional Accounts as of the close of business on the applicable Additional Cut-Off Date that were conveyed to the Depositor by the Seller pursuant to Section 2.01(b) of the Pooling and Servicing Agreement and all monies due or to become due thereon after such date, all Collateral Security with respect thereto and all amounts received with respect thereto (including all Interest Collections received in the calendar month in which the applicable Additional Cut-Off Date occurs, whether or not received prior to the applicable Additional Cut-Off Date), (B) the Pooling and Servicing Agreement with respect to such Receivables, including the right of the Depositor to cause the Seller or the Servicer to repurchase Receivables under certain circumstances, (C) the Custodian Agreement with respect to such Receivables and (D) all proceeds of the foregoing (including “proceeds” as defined in the UCC and Recoveries). (c) It is the intention of the Depositor and the Issuing Entity that the transfers and assignments contemplated by this Agreement shall constitute a true and complete transfer of the property described in Sections 2.1(a) and (b) from the Depositor to the Issuing Entity and that the beneficial interest in and title to such property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any Insolvency Law. Notwithstanding the foregoing, in the event a court of competent jurisdiction determines that such transfers and assignments did not constitute true and complete transfer or that such beneficial interest is a part of the Depositor’s estate, then the Depositor shall be deemed to have granted to the Issuing Entity a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under such property, and the Depositor hereby grants such security interest. For purposes of such grant, this Agreement shall constitute a security agreement under the UCC. The foregoing transfers, assignments and conveyances and any subsequent transfers, assignments and conveyances do not constitute, and are not intended to result in, the creation or an assumption by the Issuing Entity of any obligation of the Depositor or any other Person in connection with the Receivables described above or under any agreement or instrument relating thereto, including any obligation to any Dealers. (d) Within two Business Days after the Initial Closing Date (or such later date as may be permitted pursuant to Section 8.4 of the Indenture), the Servicer, as directed by the Depositor pursuant to Section 3.06 of the Pooling and Servicing Agreement, shall cause to be deposited into the Collection Account the collections with respect to the Receivables described in Section 3.06 of the Pooling and Servicing Agreement.

Conveyance of Eligible Receivables. (a) By execution of this Agreement, on the Initial Closing Date, the Depositor does hereby transfer, assign and otherwise convey to the Issuing Entity, without recourse (except as expressly provided in Section 2.5 herein), pursuant to an assignment in the form of Exhibit A hereto, on the Initial Closing Date, (i) all of its right, title and interest in, to and under (i) all of the Eligible Receivables existing in the Scheduled Accounts (the schedule of which is on file at the locations set forth in Exhibit B hereto) as of the close of business on the Initial Cut-Off Date that were conveyed to the Depositor by the Seller pursuant to Section 2.01(a) of the Pooling and Servicing Agreement and all monies due or to become due thereon after the Initial Cut-Off Date, all Collateral Security with respect thereto and all amounts received with respect thereto (including all Interest Collections received in the calendar month in which the Initial Cut-Off Date occurs, whether or not received prior to the Initial Cut-Off Date), (ii) all of its right, title and interest in, to and under Article IV and Sections 3.04(c) and 6.03 of the Pooling and Servicing Agreement with respect to such Receivables, including the right of the Depositor to cause the Seller or the Servicer to repurchase Receivables under certain circumstances, (iii) all of its right, title and interest in, to and under the Custodian Agreement with respect to such Receivables and (iv) all of its right, title and interest in all proceeds of the foregoing (including “"proceeds” " as defined in the UCC and Recoveries). (i) As of each Receivables Transfer Date, the Depositor does hereby transfer, assign and otherwise convey to the Issuing Entity, without recourse (except as expressly provided in Section 2.5 herein), (A) all of its right, title and interest in, to and under (A) all Eligible Receivables created or deemed created in the Scheduled Accounts on such Receivables Transfer Date that were conveyed to the Depositor by the Seller pursuant to Section 2.01(b) of the Pooling and Servicing Agreement date and all monies due or to become due thereon after such Receivables Transfer Date, all Collateral Security with respect thereto and all amounts received with respect thereto, (B) all of its right, title and interest in, to and under Article IV and Sections 3.04(c) and 6.03 of the Pooling and Servicing Agreement with respect to such ReceivablesAgreement, including the right of the Depositor to cause the Seller or the Servicer to repurchase Receivables under certain circumstances, (C) all of its right, title and interest in, to and under the Custodian Agreement with respect to such Receivables and (D) all of its right, title and interest in all proceeds of the foregoing (including “"proceeds” " as defined in the UCC and Recoveries), and (ii) as of each Addition Date, the Depositor does hereby transfer, assign and otherwise convey to the Issuing Entity, without recourse (except as expressly provided in Section 2.5 herein), (A) all of its right, title and interest in, to and under (A) all Eligible Receivables existing in the Additional Accounts as of the close of business on the applicable Additional Cut-Off Date that were conveyed to the Depositor by the Seller pursuant to Section 2.01(b) of the Pooling and Servicing Agreement and all monies due or to become due thereon after such date, all Collateral Security with respect thereto and all amounts received with respect thereto (including all Interest Collections received in the calendar month in which the applicable Additional Cut-Off Date occurs, whether or not received prior to the applicable Additional Cut-Off Date)thereto, (B) all of its right, title and interest in, to and under Article IV and Sections 3.04(c) and 6.03 of the Pooling and Servicing Agreement with respect to such ReceivablesAgreement, including the right of the Depositor to cause the Seller or the Servicer to repurchase Receivables under certain circumstances, (C) all of its right, title and interest in, to and under the Custodian Agreement with respect to such Receivables and (D) all of its right, title and interest in all proceeds of the foregoing (including “"proceeds” " as defined in the UCC and Recoveries). (c) It is the intention of the Depositor and the Issuing Entity that the transfers and assignments contemplated by this Agreement shall constitute a true and complete transfer of the property described in Sections 2.1(a) and (b) from the Depositor to the Issuing Entity and that the beneficial interest in and title to such property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any Insolvency Law. Notwithstanding the foregoing, in the event a court of competent jurisdiction determines that such transfers and assignments did not constitute true and complete transfer or that such beneficial interest is a part of the Depositor’s estate, then the Depositor shall be deemed to have granted to the Issuing Entity a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under such property, and the Depositor hereby grants such security interest. For purposes of such grant, this Agreement shall constitute a security agreement under the UCC. The foregoing transfers, assignments and conveyances and any subsequent transfers, assignments and conveyances do not constitute, and are not intended to result in, the creation or an assumption by the Issuing Entity of any obligation of the Depositor or any other Person in connection with the Receivables described above or under any agreement or instrument relating thereto, including any obligation to any Dealers. (d) Within two Business Days after the Initial Closing Date (or such later date as may be permitted pursuant to Section 8.4 of the Indenture), the Servicer, as directed by the Depositor pursuant to Section 3.06 of the Pooling and Servicing Agreement, shall cause to be deposited into the Collection Account the collections with respect to the Receivables described in Section 3.06 of the Pooling and Servicing Agreement.

Conveyance of Eligible Receivables. (a) By execution In consideration of this Agreement, the Issuing Entity’s delivery on the Initial Closing DateDate of the [•] Term Notes, the [•]-RN[•] Note and the [•] Certificates to, or upon the order of, the Depositor, the Depositor does hereby enter into this Agreement and agree to fulfill all of its obligations hereunder and does hereby sell, transfer, assign and otherwise convey to the Issuing Entity, without recourse (except as expressly provided in Section 2.5 herein), pursuant to an assignment in the form of Exhibit A hereto, on the Closing Date, (i) all of its right, title and interest in, to and under (i) all of the Eligible Receivables existing in the Scheduled Accounts listed on the Schedule of Accounts (the schedule of which is on file at the locations set forth in Exhibit B hereto) as of the close of business on the Initial Cut-Off Date that were conveyed to the Depositor by the Seller pursuant to Section 2.01(a) of the Pooling and Servicing Agreement and all monies due or to become due thereon after the Initial Cut-Off Date, all Collateral Security with respect thereto and all amounts received with respect thereto (including all Interest Collections received in the calendar month in which the Initial Cut-Off Date occurs, whether or not received prior to the Initial Cut-Off Date), (ii) all of its right, title and interest in, to and under Article IV and Sections 3.04(c) and 6.03 of the Pooling and Servicing Agreement with respect to such Receivables, including the right of the Depositor to cause the Seller GMAC or the Servicer to repurchase Receivables under certain circumstances, (iii) all of its right, title and interest in, to and under the Custodian Agreement with respect to such Receivables and (iv) all of its right, title and interest in all proceeds of the foregoing (including “proceeds” as defined in of the UCC and Recoveries). (b) As of each Receivables Purchase Date, the Depositor does hereby sell, transfer, assign and otherwise convey to the Trust, without recourse (except as expressly provided herein), (i) all of its right, title and interest in, to and under all Eligible Receivables created or deemed created in the Accounts in the Pool of Accounts on such date and all monies due or to become due thereon after such Receivables Purchase Date, all Collateral Security with respect thereto and all amounts received with respect thereto, (ii) all of its right, title and interest in, to and under Article IV and Sections 3.04(c) and 6.03 of the Pooling and Servicing Agreement, including the right of the Depositor to cause GMAC or the Servicer to repurchase Receivables under certain circumstances, (iii) all of its right, title and interest in, to and under the Custodian Agreement with respect to such Receivables and (iv) all of its right, title and interest in all proceeds of the foregoing (including “proceeds” as defined in the UCC and Recoveries). (i) As of each . The Trust shall pay for the property purchased on any Receivables Transfer DatePurchase Date as set forth in Section 4.5(d)(iii), with the Depositor does hereby transfer, assign and otherwise convey purchase price equal to the Issuing Entity, without recourse (except as expressly provided in Section 2.5 herein), all principal balance of its right, title and interest in, to and under (A) all the Receivables created or deemed created in the Scheduled Accounts so purchased on such Receivables Transfer Date that were conveyed to the Depositor by the Seller pursuant to Section 2.01(b) of the Pooling and Servicing Agreement and all monies due or to become due thereon after such Receivables Transfer Date, all Collateral Security with respect thereto and all amounts received with respect thereto, (B) the Pooling and Servicing Agreement with respect to such Receivables, including the right of the Depositor to cause the Seller or the Servicer to repurchase Receivables under certain circumstances, (C) the Custodian Agreement with respect to such Receivables and (D) all proceeds of the foregoing (including “proceeds” as defined in the UCC and Recoveries), and (ii) as of each Addition Date, the Depositor does hereby transfer, assign and otherwise convey to the Issuing Entity, without recourse (except as expressly provided in Section 2.5 herein), all of its right, title and interest in, to and under (A) all Receivables existing in the Additional Accounts as of the close of business on the applicable Additional Cut-Off Date that were conveyed to the Depositor by the Seller pursuant to Section 2.01(b) of the Pooling and Servicing Agreement and all monies due or to become due thereon after such date, all Collateral Security with respect thereto and all amounts received with respect thereto (including all Interest Collections received in the calendar month in which the applicable Additional Cut-Off Date occurs, whether or not received prior to the applicable Additional Cut-Off Date), (B) the Pooling and Servicing Agreement with respect to such Receivables, including the right of the Depositor to cause the Seller or the Servicer to repurchase Receivables under certain circumstances, (C) the Custodian Agreement with respect to such Receivables and (D) all proceeds of the foregoing (including “proceeds” as defined in the UCC and Recoveries). (c) It is the intention of the Depositor and the Issuing Entity that the transfers and assignments contemplated by this Agreement shall constitute a true and complete transfer sales of the property described in Sections 2.1(a) and (b) from the Depositor to the Issuing Entity and that the beneficial interest in and title to such property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any Insolvency Law. Notwithstanding the foregoing, in the event a court of competent jurisdiction determines that such transfers and assignments did not constitute true and complete transfer such sales or that such beneficial interest is a part of the Depositor’s estate, then the Depositor shall be deemed to have granted to the Issuing Entity a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under such property, and the Depositor hereby grants such security interest. For purposes of such grant, this Agreement shall constitute a security agreement under the UCC. The foregoing sales, transfers, assignments and conveyances and any subsequent sales, transfers, assignments and conveyances do not constitute, and are not intended to result in, the creation or an assumption by the Issuing Entity of any obligation of the Depositor or any other Person in connection with the Receivables described above or under any agreement or instrument relating thereto, including any obligation to any Dealers. (d) Within two Business Days after the Initial Closing Date (or such later date as may be permitted pursuant to Section 8.4 of the Indenture6.2), the ServicerGMAC, as directed by the Depositor pursuant to Section 3.06 of the Pooling and Servicing Agreement, shall cause to be deposited into the Collection Account the collections with respect to the Receivables described in Section 3.06 of the Pooling and Servicing Agreement.

Conveyance of Eligible Receivables. (a) By execution In consideration of this Agreement, the Issuing Entity’s delivery on the Initial Closing DateDate of the 2007-A Term Notes, the 2007-RN1 Note and the Certificates to, or upon the order of, the Depositor, the Depositor does hereby enter into this Agreement and agree to fulfill all of its obligations hereunder and does hereby sell, transfer, assign and otherwise convey to the Issuing Entity, without recourse (except as expressly provided in Section 2.5 herein), pursuant to an assignment in the form of Exhibit A hereto, on the Closing Date, (i) all of its right, title and interest in, to and under (i) all of the Eligible Receivables existing in the Scheduled Accounts listed on the Schedule of Accounts (the schedule of which is on file at the locations set forth in Exhibit B hereto) as of the close of business on the Initial Cut-Off Date that were conveyed to the Depositor by the Seller pursuant to Section 2.01(a) of the Pooling and Servicing Agreement and all monies due or to become due thereon after the Initial Cut-Off Date, all Collateral Security with respect thereto and all amounts received with respect thereto (including all Interest Collections received in the calendar month in which the Initial Cut-Off Date occurs, whether or not received prior to the Initial Cut-Off Date), (ii) all of its right, title and interest in, to and under Article IV and Sections 3.04(c) and 6.03 of the Pooling and Servicing Agreement with respect to such Receivables, including the right of the Depositor to cause the Seller GMAC or the Servicer to repurchase Receivables under certain circumstances, (iii) all of its right, title and interest in, to and under the Custodian Agreement with respect to such Receivables and (iv) all of its right, title and interest in all proceeds of the foregoing (including “proceeds” as defined in of the UCC and Recoveries). (b) As of each Receivables Purchase Date, the Depositor does hereby sell, transfer, assign and otherwise convey to the Trust, without recourse (except as expressly provided herein), (i) all of its right, title and interest in, to and under all Eligible Receivables created or deemed created in the Accounts in the Pool of Accounts on such date and all monies due or to become due thereon after such Receivables Purchase Date, all Collateral Security with respect thereto and all amounts received with respect thereto, (ii) all of its right, title and interest in, to and under Article IV and Sections 3.04(c) and 6.03 of the Pooling and Servicing Agreement, including the right of the Depositor to cause GMAC or the Servicer to repurchase Receivables under certain circumstances, (iii) all of its right, title and interest in, to and under the Custodian Agreement with respect to such Receivables and (iv) all of its right, title and interest in all proceeds of the foregoing (including “proceeds” as defined in the UCC and Recoveries). (i) As of each . The Trust shall pay for the property purchased on any Receivables Transfer DatePurchase Date as set forth in Section 4.5(d)(iii), with the Depositor does hereby transfer, assign and otherwise convey purchase price equal to the Issuing Entity, without recourse (except as expressly provided in Section 2.5 herein), all principal balance of its right, title and interest in, to and under (A) all the Receivables created or deemed created in the Scheduled Accounts so purchased on such Receivables Transfer Date that were conveyed to the Depositor by the Seller pursuant to Section 2.01(b) of the Pooling and Servicing Agreement and all monies due or to become due thereon after such Receivables Transfer Date, all Collateral Security with respect thereto and all amounts received with respect thereto, (B) the Pooling and Servicing Agreement with respect to such Receivables, including the right of the Depositor to cause the Seller or the Servicer to repurchase Receivables under certain circumstances, (C) the Custodian Agreement with respect to such Receivables and (D) all proceeds of the foregoing (including “proceeds” as defined in the UCC and Recoveries), and (ii) as of each Addition Date, the Depositor does hereby transfer, assign and otherwise convey to the Issuing Entity, without recourse (except as expressly provided in Section 2.5 herein), all of its right, title and interest in, to and under (A) all Receivables existing in the Additional Accounts as of the close of business on the applicable Additional Cut-Off Date that were conveyed to the Depositor by the Seller pursuant to Section 2.01(b) of the Pooling and Servicing Agreement and all monies due or to become due thereon after such date, all Collateral Security with respect thereto and all amounts received with respect thereto (including all Interest Collections received in the calendar month in which the applicable Additional Cut-Off Date occurs, whether or not received prior to the applicable Additional Cut-Off Date), (B) the Pooling and Servicing Agreement with respect to such Receivables, including the right of the Depositor to cause the Seller or the Servicer to repurchase Receivables under certain circumstances, (C) the Custodian Agreement with respect to such Receivables and (D) all proceeds of the foregoing (including “proceeds” as defined in the UCC and Recoveries). (c) It is the intention of the Depositor and the Issuing Entity that the transfers and assignments contemplated by this Agreement shall constitute a true and complete transfer sales of the property described in Sections 2.1(a) and (b) from the Depositor to the Issuing Entity and that the beneficial interest in and title to such property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any Insolvency Law. Notwithstanding the foregoing, in the event a court of competent jurisdiction determines that such transfers and assignments did not constitute true and complete transfer such sales or that such beneficial interest is a part of the Depositor’s estate, then the Depositor shall be deemed to have granted to the Issuing Entity a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under such property, and the Depositor hereby grants such security interest. For purposes of such grant, this Agreement shall constitute a security agreement under the UCC. The foregoing sales, transfers, assignments and conveyances and any subsequent sales, transfers, assignments and conveyances do not constitute, and are not intended to result in, the creation or an assumption by the Issuing Entity of any obligation of the Depositor or any other Person in connection with the Receivables described above or under any agreement or instrument relating thereto, including any obligation to any Dealers. (d) Within two Business Days after the Initial Closing Date (or such later date as may be permitted pursuant to Section 8.4 of the Indenture6.2), the ServicerGMAC, as directed by the Depositor pursuant to Section 3.06 of the Pooling and Servicing Agreement, shall cause to be deposited into the Collection Account the collections with respect to the Receivables described in Section 3.06 of the Pooling and Servicing Agreement.