Common use of Initial Purchase Clause in Contracts

Initial Purchase. On the Initial Closing Date, subject to satisfaction of the conditions specified in Article VI and the First Step Initial Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to XXXX, without recourse: (i) all right, title and interest of the Seller in, to and under the Initial Receivables listed on the Schedule of Initial Receivables and all monies received thereon on and after the Initial Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the 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 Seller in any proceeds from recourse against Dealers on the Initial Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Initial Receivables Assignment; (vi) the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Principal Balance on each applicable Distribution Date; and (vii) 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 (vi) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all 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. The property described in clauses (i) through (vii) above is referred to herein collectively as the “Initial Purchased Property.”

Initial Purchase. On the Initial Closing Datesuch date as is acceptable to XXXX and GMAC, subject to satisfaction of the conditions specified in Article VI and the First Step Initial Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Second Step Transfer and Servicing Agreements, if any), the Seller GMAC shall sell, transfer, assign and otherwise convey to XXXX, without recourse: (i) all right, title and interest of the Seller GMAC in, to and under the Initial Receivables listed on the Schedule of Initial Receivables and (A) in the case of Initial Receivables that are Scheduled Interest Receivables, all monies due thereunder on and after the Initial Cutoff Date and (B) in the case of Initial Receivables that are Simple Interest Receivables, all monies received thereon on and after the Initial Cutoff Date, in each case, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required force-placed by the Seller or the Servicer GMAC covering any related Financed Vehicle; (ii) the interest of the Seller GMAC in the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and, to the extent permitted by law, any accessions thereto; (iii) except for those Initial Receivables originated in Wisconsin, the interest of the Seller GMAC 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 Seller GMAC in any proceeds from recourse against Dealers on the Initial Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Initial Receivables Assignment; (vi) the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Discounted Principal Balance on each applicable Distribution DateBalance; and (viivi) all present and future claims, demands, causes and choses the interest of GMAC in action in respect of any or all proceeds of the foregoing property described in clauses (i) and (ii) above. The property described in clauses (i) through (vi) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all 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. The property described in clauses (i) through (vii) above is referred to herein collectively as the “"Initial Purchased Property.”"

Initial Purchase. On (a) From time to time prior to the Initial Closing Commitment Termination Date, subject to satisfaction of the conditions specified Purchaser may request in Article VI writing, including, without limitation, by email (each such request, an “Initial Purchase Request”), that the Seller acquire one or more loans and the First Step Initial Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreementscommitments, if any, or otherwise become a lender under the applicable Credit Agreement pursuant to which such loans and commitments are made. (b) Upon receipt by the Seller of such Initial Purchase Request together with any diligence, underwriting, investment committee and other similar materials (including, without limitation, a completed Excel spreadsheet substantially in the form attached hereto as Exhibit A) prepared by the Purchaser and/or its affiliates (which may be in draft form and which the Purchaser shall have no obligation to update or supplement after delivery thereof) and made available to the Seller at the time of such Initial Purchase Request (it being understood that such information may be redacted to take into account any confidential or proprietary information of Purchaser), the Seller shall sell, transfer, assign and otherwise convey to XXXX, without recourse: (i) all have the right, title in its sole and interest absolute discretion, to approve or reject such Initial Purchase Request and to request additional information in connection therewith. The Seller shall notify the Purchaser in writing, including without limitation, by email, of its approval or rejection of such Initial Purchase Request no later than the fifth (5th) business day succeeding the date on which it receives the Initial Purchase Request. If the Seller inapproves such Initial Purchase Request, to the Seller shall purchase (each, an “Initial Purchase”) such loans (and under the Initial Receivables listed on the Schedule of Initial Receivables and all monies received thereon on and assume any Available Unfunded Commitments associated with such loans) (each such loan, together with any loans funded after the Initial Cutoff DatePurchase Date thereto pursuant to an Available Unfunded Commitment assumed in connection therewith, exclusive of any amounts allocable to a “Purchased Loan”) specified in such Initial Purchase Request on the premium for physical damage collateral protection insurance required by terms set forth in the relevant Initial Purchase Request (the date on which the Seller acquires such Purchased Loan, assumes such Available Unfunded Commitments or the Servicer covering any related Financed Vehicle; otherwise becomes a lender or holder, as applicable, of such Purchased Loan or Available Unfunded Commitments, an “Initial Purchase Date”); provided, that immediately after giving effect to such Initial Purchase, (iiA) the interest sum of the Seller in aggregate outstanding funded principal amount of each Purchased Loan plus any Available Unfunded Commitments associated with each such Purchased Loan shall not exceed the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and, to the extent permitted by law, any accessions thereto; Commitment Amount; and (iiiB) the interest aggregate Available Unfunded Commitments shall not exceed 20% of the 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; cost basis of all Purchased Loans (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Initial Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Initial Receivables Assignment; (vi) the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Principal Balance on each applicable Distribution Date; and (vii) 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 (vi) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all 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. The property described in clauses (i) through (vii) above is referred to herein collectively as the “Initial Purchased PropertyUnfunded Commitment Limit”).”

Initial Purchase. On the Initial Closing Date, subject to satisfaction of the conditions specified in Article VI and the First Step Initial Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller GMAC shall sell, transfer, assign and otherwise convey to XXXX, without recourse: (i) all right, title and interest of the Seller GMAC in, to and under the Initial Receivables listed on the Schedule of Initial Receivables and (A) in the case of Initial Receivables that are Scheduled Interest Receivables, all monies due thereunder on and after the Initial Cutoff Date and (B) in the case of Initial Receivables that are Simple Interest Receivables, all monies received thereon on and after the Initial Cutoff Date, in each case, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required force-placed by the Seller or the Servicer GMAC covering any related Financed Vehicle; (ii) the interest of the Seller GMAC in the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller GMAC 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 Seller GMAC in any proceeds from recourse against Dealers on the Initial Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Initial Receivables Assignment; (vi) the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Principal Balance on each applicable Distribution Date; and (vii) all the present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (vi) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all 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 intangiblesintangible, 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. The property described in clauses (i) through (vii) above is referred to herein collectively as the “"Initial Purchased Property.”"

Initial Purchase. On the Initial Closing Date, subject to satisfaction of the conditions specified in Article VI and the First Step Initial Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller GMAC shall sell, transfer, assign and otherwise convey to XXXX, without recourse: (i) all right, title and interest of the Seller GMAC in, to and under the Initial Receivables listed on the Schedule of Initial Receivables and (A) in the case of Initial Receivables that are Scheduled Interest Receivables, all monies due thereunder on and after the Initial Cutoff Date and (B) in the case of Initial Receivables that are Simple Interest Receivables, all monies received thereon on and after the Initial Cutoff Date, in each case, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required force-placed by the Seller or the Servicer GMAC covering any related Financed Vehicle; (ii) the interest of the Seller GMAC in the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller GMAC 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 Seller GMAC in any proceeds from recourse against Dealers on the Initial Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Initial Receivables Assignment; (vi) the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Discounted Principal Balance on each applicable Distribution DateBalance; and (vii) all present and future claims, demands, causes and choses the interest of GMAC in action in respect of any or all proceeds of the foregoing property described in clauses (i) 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 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. The property described in clauses (i) through (vii) above is referred to herein collectively as the “"Initial Purchased Property.”"

Initial Purchase. On the Initial Closing Date, subject to satisfaction of the conditions specified in Article VI and the First Step Initial Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to XXXX, without recourse: (i) all right, title and interest of the Seller in, to and under the Initial Receivables listed on the Schedule of Initial Receivables and all monies received thereon on and after the Initial Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the 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 Seller in any proceeds from recourse against Dealers on the Initial Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Initial Receivables Assignment; (vi) the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Principal Balance on each applicable Distribution Date; and (vii) 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 (vi) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all 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 intangiblesintangible, 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. The property described in clauses (i) through (vii) above is referred to herein collectively as the “Initial Purchased Property.”

Initial Purchase. On the Initial Closing Datesuch date as is acceptable to CARI and GMAC, subject to satisfaction of the conditions specified in Article Xxxicle VI and the First Step Initial Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller GMAC shall sell, transfer, assign and otherwise convey to XXXXCARI, without recourse: (i) all right, title and interest of the Seller interexx xf GMAC in, to and under the Initial Receivables listed on the Schedule of Initial Receivables and (A) in the case of Initial Receivables that are Scheduled Interest Receivables, all monies due thereunder on and after the Initial Cutoff Date and (B) in the case of Initial Receivables that are Simple Interest Receivables, all monies received thereon on and after the Initial Cutoff Date, in each case, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required force-placed by the Seller or the Servicer GMAC covering any related Financed Vehicle; (ii) the interest of the Seller GMAC in the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and, to the extent permitted by law, any accessions thereto; (iii) except for those Initial Receivables originated in Wisconsin, the interest of the Seller GMAC 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 Seller GMAC in any proceeds from recourse against Dealers on the Initial Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Initial Receivables Assignment; (vi) the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Discounted Principal Balance on each applicable Distribution DateBalance; and (vii) all present and future claims, demands, causes and choses the interest of GMAC in action in respect of any or all proceeds of the foregoing property described in clauses (i) 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 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. The property described in clauses (i) through (vii) above is referred to herein collectively as the “"Initial Purchased Property.”"

Initial Purchase. On the Initial [Initial] Closing Date, subject to satisfaction of the conditions specified in Article VI V and the First Step Initial Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to XXXXAlly Auto, without recourse: (i) all right, title and interest of the Seller in, to and under the Initial [Initial] Receivables listed on the Schedule of Initial Receivables and all monies received thereon on and after the Initial [Initial] Cutoff DateDate or with respect to a Substitute Receivable, the related Substitute, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial [Initial] Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the 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 Seller in any proceeds from recourse against Dealers on the Initial [Initial] Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Initial Receivables Assignment; (vi) [the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Principal Balance on each applicable Distribution Date; ;] and (vii) [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 (vi) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all 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 intangiblesintangible, 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]. The property described in clauses (i) through (vii) above is referred to herein collectively as the “[Initial ]Purchased Property.”