Common use of Initial Assignment of Receivables and Trust Property Clause in Contracts

Initial Assignment of Receivables and Trust Property. On the Closing Date and simultaneously with the transactions pursuant to the Contribution Agreement and the Indenture, the Transferor shall transfer, absolutely assign and otherwise convey to the Purchaser, without recourse except as set forth herein, all of the Transferor's right, title and interest, whether now or hereafter existing, in and to (i) the Initial Receivables identified on the Schedule of Receivables delivered on the Closing Date, and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto), after the related Cutoff Date (except for interest accrued as of the related Cutoff Date and actually received subsequent to such Cutoff Date which shall be withdrawn from the Revenue Fund, to the extent contained therein, and paid to the Transferor); (ii) the security interest of the Transferor in the Financed Vehicles granted by the Obligors pursuant to the Initial Receivables and the certificates of title to such Financed Vehicles; (iii) the interest of the Transferor in any proceeds from claims on any physical damage, credit life, risk default, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from such Cutoff Date; (iv) any property (including the right to receive future Liquidation Proceeds) that shall secure an Initial Receivable; (v) all right, title and interest of the Transferor in and to any recourse against any Dealer pursuant to the applicable Dealer Agreement (the form of which is attached hereto as Exhibit E); (vi) the original retail installment contracts and security agreements and/or installment loans evidencing the Initial Receivables; and (vii) the proceeds of any and all of the foregoing. (All of the property identified in this subsection (a) and the following subsection (c) shall constitute "Trust Property".)

Initial Assignment of Receivables and Trust Property. On the Closing Date and simultaneously with the transactions pursuant to the Contribution Agreement and the Indenture, the Transferor shall transfer, absolutely assign and otherwise convey to the Purchaser, without recourse except as set forth herein, a 100% interest in (i) all of the Transferor's right, title and interest, whether now or hereafter existing, interest of the Transferor in and to (i) the Initial Receivables identified on the Schedule of Receivables delivered on the Closing Date, and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto), after the related Cutoff Date (except for interest accrued as of the related Cutoff Date and actually received subsequent to such Cutoff Date which shall be withdrawn from the Revenue Fund, to the extent contained therein, and paid to the Transferor); (ii) the security interest of the Transferor in the Financed Vehicles granted by the Obligors pursuant to the Initial Receivables and the certificates of title to such Financed Vehicles; (iii) the interest of the Transferor in any proceeds from claims on any physical damage, credit life, risk default, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from such Cutoff Date; (iv) any property (including the right to receive future Liquidation Proceeds) that shall secure an Initial Receivable; (v) all right, title and interest of the Transferor in and to any recourse against any Dealer pursuant to the applicable Dealer Agreement (the form of which is attached hereto as Exhibit E); (vi) the original retail installment contracts and security agreements and/or installment loans evidencing the Initial Receivables; and (vii) the proceeds of any and all of the foregoing. (All of the property identified in this subsection (a) and the following subsection (c) shall constitute "Trust Property".)