Common use of Purchase and Sale of Eligible Receivables Clause in Contracts

Purchase and Sale of Eligible Receivables. (a) By execution of this Agreement, on the Closing Date, GMAC does hereby sell, transfer, assign and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under all of the Eligible Receivables existing in the Accounts listed on the Schedule of Accounts (which is kept at locations listed in Exhibit A) as of the close of business on the Initial Cut-Off Date 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) and all proceeds thereof (including “proceeds” as defined in the UCC and Recoveries). (b) Subject to Section 6.02, as of each Receivables Purchase Date, GMAC does hereby sell, transfer, assign and otherwise convey to the Purchaser, without recourse, 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 date, all Collateral Security with respect thereto and all amounts received with respect thereto and all proceeds thereof (including “proceeds” as defined in the UCC and Recoveries). (c) It is the intention of GMAC and the Purchaser that the transfers and assignments contemplated by this Agreement shall constitute sales of the property described in Section 2.01(a) and Section 2.01(b) from GMAC to the Purchaser and that the beneficial interest in and title to such property shall not be part of GMAC’s estate in the event of the filing of a bankruptcy petition by or against GMAC under any Insolvency Law. The foregoing sales, transfers, assignments and conveyances and any subsequent sales, transfers, assignments and conveyances contemplated hereby do not constitute, and are not intended to result in, the creation or an assumption by the Purchaser of any obligation of the Servicer, GMAC (if GMAC is not the Servicer), General Motors 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) Subject to Section 2.06 and ARTICLE III hereof, GMAC shall retain all right, title and interest in, to and under the Receivables in the Accounts in the Pool of Accounts that GMAC has not transferred to the Purchaser hereunder. Such Receivables, together with any Receivables repurchased by GMAC or (so long as GMAC is the Servicer) the Servicer from the Purchaser or the Trust pursuant to this Agreement or the Trust Sale and Servicing Agreement, all monies due or to become due on such Receivables, all amounts received with respect thereto and all proceeds thereof (including “proceeds” as defined in the UCC and Recoveries) are collectively referred to herein as the “Retained Property”.

Purchase and Sale of Eligible Receivables. (a) By execution of this Agreement, on the Initial Closing Date, GMAC does hereby sell, transfer, assign and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under all of the Eligible Receivables existing in the Accounts listed on the Schedule of Accounts (which is kept at locations listed in Exhibit A) as of the close of business on the Initial Cut-Off Date 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) and all proceeds thereof (including “proceeds” as defined in the UCC and Recoveries). (b) Subject to Section 6.02, as of each Receivables Purchase Date, GMAC does hereby sell, transfer, assign and otherwise convey to the Purchaser, without recourse, 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 date, all Collateral Security with respect thereto and all amounts received with respect thereto and all proceeds thereof (including “proceeds” as defined in the UCC and Recoveries). (c) It is the intention of GMAC and the Purchaser that the transfers and assignments contemplated by this Agreement shall constitute sales of the property described in Section 2.01(a) and Section 2.01(b) from GMAC to the Purchaser and that the beneficial interest in and title to such property shall not be part of GMAC’s estate in the event of the filing of a bankruptcy petition by or against GMAC under any Insolvency Law. The foregoing sales, transfers, assignments and conveyances and any subsequent sales, transfers, assignments and conveyances contemplated hereby do not constitute, and are not intended to result in, the creation or an assumption by the Purchaser of any obligation of the Servicer, GMAC (if GMAC is not the Servicer), General Motors 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) Subject to Section 2.06 and ARTICLE III hereof, GMAC shall retain all right, title and interest in, to and under the Receivables in the Accounts in the Pool of Accounts that GMAC has not transferred to the Purchaser hereunder. Such Receivables, together with any Receivables repurchased by GMAC or (so long as GMAC is the Servicer) the Servicer from the Purchaser or the Trust pursuant to this Agreement or the Trust Sale and Servicing Agreement, all monies due or to become due on such Receivables, all amounts received with respect thereto and all proceeds thereof (including “proceeds” as defined in the UCC and Recoveries) are collectively referred to herein as the “Retained Property”.

Purchase and Sale of Eligible Receivables. (a) By execution of this Agreement, on the Initial Closing Date, GMAC does hereby sell, transfer, assign and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under all of the Eligible Receivables existing in the Accounts listed on the Schedule of Accounts (which is kept at locations listed in Exhibit A) as of the close of business on the Initial Cut-Off Date 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) and all proceeds thereof (including “"proceeds” " as defined in Section 9-306 of the UCC and Recoveries). (b) Subject to Section 6.02, as of each Receivables Purchase Date, GMAC does hereby sell, transfer, assign and otherwise convey to the Purchaser, without recourse, 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 date, all Collateral Security with respect thereto and all amounts received with respect thereto and all proceeds thereof (including “"proceeds” " as defined in Section 9-306 of the UCC and Recoveries). (c) It is the intention of GMAC and the Purchaser that the transfers and assignments contemplated by this Agreement shall constitute sales of the property described in Section 2.01(a) and Section 2.01(b) from GMAC to the Purchaser and that the beneficial interest in and title to such property shall not be part of GMAC’s estate in the event of the filing of a bankruptcy petition by or against GMAC under any Insolvency Law. The foregoing sales, transfers, assignments and conveyances and any subsequent sales, transfers, assignments and conveyances contemplated hereby do not constitute, and are not intended to result in, the creation or an assumption by the Purchaser of any obligation of the Servicer, GMAC (if GMAC is not the Servicer), General Motors 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) Subject to Section 2.06 and ARTICLE III hereof, GMAC shall retain all right, title and interest in, to and under the Receivables in the Accounts in the Pool of Accounts that GMAC has not transferred to the Purchaser hereunder. Such Receivables, together with any Receivables repurchased by GMAC or (so long as GMAC is the Servicer) the Servicer from the Purchaser or the Trust pursuant to this Agreement or the Trust Sale and Servicing Agreement, all monies due or to become due on such Receivables, all amounts received with respect thereto and all proceeds thereof (including “proceeds” as defined in the UCC and Recoveries) are collectively referred to herein as the “Retained Property”.

Purchase and Sale of Eligible Receivables. (a) By execution of this Agreement, on the Initial Closing Date, GMAC the Seller does hereby sell, transfer, assign and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under all of the Eligible Receivables existing in the Accounts listed on the Schedule of Scheduled Accounts (the schedule of which is kept at locations listed in Exhibit A) as of the close of business on the Initial Cut-Off Date and Date, as well as all monies due or to become due thereon after the Initial Cut-Off Date, subject to Section 6.03, 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) and all proceeds thereof (including “"proceeds” " as defined in the UCC and Recoveries). (b) Subject to Section 6.02, (i) as of each Receivables Purchase Transfer Date, GMAC the Seller does hereby sell, transfer, assign and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under all of the Eligible Receivables created or deemed created in the Accounts in the Pool of Scheduled Accounts on such date and all monies due or to become due thereon after such date, subject to Section 6.03, all Collateral Security with respect thereto and all amounts received with respect thereto and all proceeds thereof (including “proceeds” ii) as defined in of each Addition Date, the UCC Seller does hereby sell, transfer, assign and Recoveries). (c) It is the intention of GMAC and the Purchaser that the transfers and assignments contemplated by this Agreement shall constitute sales of the property described in Section 2.01(a) and Section 2.01(b) from GMAC otherwise convey to the Purchaser and that the beneficial interest in and title to such property shall not be part Purchaser, without recourse, all of GMAC’s estate in the event of the filing of a bankruptcy petition by or against GMAC under any Insolvency Law. The foregoing sales, transfers, assignments and conveyances and any subsequent sales, transfers, assignments and conveyances contemplated hereby do not constitute, and are not intended to result in, the creation or an assumption by the Purchaser of any obligation of the Servicer, GMAC (if GMAC is not the Servicer), General Motors 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) Subject to Section 2.06 and ARTICLE III hereof, GMAC shall retain all its right, title and interest in, to and under all of the Eligible Receivables existing in the Additional Accounts in as of the Pool close of Accounts that GMAC has not transferred to business on the Purchaser hereunder. Such Receivables, together with any Receivables repurchased by GMAC or (so long as GMAC is the Servicer) the Servicer from the Purchaser or the Trust pursuant to this Agreement or the Trust Sale applicable Additional Cut-Off Date and Servicing Agreement, all monies due or to become due on thereon after such Receivablesdate, subject to Section 6.03, 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), and, in each case of (i) and (ii) above, all proceeds thereof (including “"proceeds” " as defined in the UCC and Recoveries) are collectively referred to herein as the “Retained Property”).

Purchase and Sale of Eligible Receivables. (a) By execution of this Agreement, on the Initial Closing Date, GMAC the Original Seller does hereby sell, transfer, assign and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under all of the Eligible Receivables existing in the Accounts listed on the Schedule of Accounts (which is kept at locations listed in Exhibit A) as of the close of business on the Initial Cut-Off Date 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) and all proceeds thereof (including “"proceeds” " as defined in Section 9-102 of the UCC and Recoveries). (b) Subject to Section 6.02, as of each Receivables Purchase Date, GMAC the Original Seller does hereby sell, transfer, assign and otherwise convey to the Purchaser, without recourse, 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 date, all Collateral Security with respect thereto and all amounts received with respect thereto and all proceeds thereof (including “"proceeds” " as defined in Section 9-102 of the UCC and Recoveries). (c) It is the intention of GMAC and the Purchaser that the transfers and assignments contemplated by this Agreement shall constitute sales of the property described in Section 2.01(a) and Section 2.01(b) from GMAC to the Purchaser and that the beneficial interest in and title to such property shall not be part of GMAC’s estate in the event of the filing of a bankruptcy petition by or against GMAC under any Insolvency Law. The foregoing sales, transfers, assignments and conveyances and any subsequent sales, transfers, assignments and conveyances contemplated hereby do not constitute, and are not intended to result in, the creation or an assumption by the Purchaser of any obligation of the Servicer, GMAC (if GMAC is not the Servicer), General Motors 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) Subject to Section 2.06 and ARTICLE III hereof, GMAC shall retain all right, title and interest in, to and under the Receivables in the Accounts in the Pool of Accounts that GMAC has not transferred to the Purchaser hereunder. Such Receivables, together with any Receivables repurchased by GMAC or (so long as GMAC is the Servicer) the Servicer from the Purchaser or the Trust pursuant to this Agreement or the Trust Sale and Servicing Agreement, all monies due or to become due on such Receivables, all amounts received with respect thereto and all proceeds thereof (including “proceeds” as defined in the UCC and Recoveries) are collectively referred to herein as the “Retained Property”.

Purchase and Sale of Eligible Receivables. (a) By execution of this Agreement, on the Initial Closing Date, GMAC the Seller does hereby sell, transfer, assign and otherwise convey to the Purchaser, without recourserecourse (except as expressly provided in Section 2.5 of the Trust Sale and Servicing Agreement), all of its right, title and interest in, to and under all of the Eligible Receivables existing in the Accounts listed on the Schedule of Scheduled Accounts (the schedule of which is kept at locations listed in Exhibit A) as of the close of business on the Initial Cut-Off Date and that the Seller believes to be Eligible Receivables, as well as all monies due or to become due thereon after the Initial Cut-Off Date, subject to Section 6.03, 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) and all proceeds thereof (including “proceeds” as defined in the UCC and Recoveries). (b) Subject to Section 6.02, (i) as of each Receivables Purchase Transfer Date, GMAC the Seller does hereby sell, transfer, assign and otherwise convey to the Purchaser, without recourserecourse (except as expressly provided in Section 2.5 of the Trust Sale and Servicing Agreement), all of its right, title and interest in, to and under all Eligible of the Receivables created or deemed created in the Accounts in the Pool of Scheduled Accounts on such date that the Seller believes to be Eligible Receivables and all monies due or to become due thereon after such date, subject to Section 6.03, all Collateral Security with respect thereto and all amounts received with respect thereto and all proceeds thereof (including “proceeds” as defined in the UCC and Recoveries); and (ii) as of each Addition Date, the Seller does hereby sell, transfer, assign and otherwise convey to the Purchaser, without recourse (except as expressly provided in Section 2.5 of the Trust Sale and Servicing Agreement), all of its right, title and interest in, to and under all of the Receivables existing in the Additional Accounts as of the close of business on the applicable Additional Cut-Off Date that the Seller believes are Eligible Receivables and all monies due or to become due thereon after the applicable Additional Cut-Off Date, subject to Section 6.03, 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), and all proceeds thereof (including “proceeds” as defined in the UCC and Recoveries). (c) It is the intention of GMAC the Seller and the Purchaser that the transfers and assignments contemplated by this Agreement shall constitute sales of the property described in Section 2.01(a) and Section 2.01(b) from GMAC the Seller to the Purchaser and that the beneficial interest in and title to such property shall not be part of GMACthe Seller’s estate in the event of the appointment of a conservator or receiver for, or the filing of a bankruptcy bankruptcy, insolvency or similar petition by or against GMAC the Seller under any Insolvency Law. Notwithstanding the foregoing, in the event a court, agency or supervisory authority having jurisdiction in the premises, or a conservator or receiver of the Seller, of competent jurisdiction determines that such transfers and assignments did not constitute such sales or that such beneficial interest is a part of the Seller’s estate, then the Seller shall be deemed to have granted to the Purchaser a first priority perfected security interest in all of the Seller’s right, title and interest in, to and under such property, and the Seller hereby grants such security interest. The foregoing sales, transfers, assignments and conveyances and any subsequent sales, transfers, assignments and conveyances contemplated hereby do not constitute, and are not intended to result in, the creation or an assumption by the Purchaser of any obligation of the Servicer, GMAC (if GMAC is not the Servicer), General Motors Seller 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. Further, it is the intention of the Seller and the Purchaser that, for accounting purposes, the transfers and assignments contemplated by this Agreement shall constitute sales of the property described in Section 2.01(a) and Section 2.01(b), and not secured borrowings. (d) Subject to Section 2.06 and ARTICLE Article III hereof, GMAC the Seller shall retain all right, title and interest in, to and under the Receivables in the Accounts in the Pool of Scheduled Accounts that GMAC the Seller has not transferred to the Purchaser hereunder, the Vehicle Collateral Security for such Receivables and, subject to Section 6.03, shall retain rights in the other Collateral Security related to such Receivables. Such Receivables, together with any Receivables repurchased by GMAC the Seller or (so long as GMAC is the Servicer) the Servicer from the Purchaser or the Trust Issuing Entity pursuant to this Agreement or the Trust Sale and Servicing Agreement, all monies due or to become due on such Receivables, all amounts received with respect thereto thereto, the Vehicle Collateral Security related to those Receivables and all proceeds thereof (including “proceeds” as defined in the UCC and Recoveries) and, if such purchase is made in connection with the purchase of all other Receivables in the related Account, the other related Collateral Security, are collectively referred to herein as the “Retained Property.” In addition, the Seller shall retain all right, title and interest in, to and under any amounts constituting interest with respect to any GM Receivable that accrues during its In-Transit Period, which amounts shall also be deemed to be “Retained Property.”.