Common use of Sale of Initial Receivables Clause in Contracts

Sale of Initial Receivables. On the Closing Date, and simultaneously with the transactions to be consummated pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, the Seller shall, pursuant to the First-Tier Initial Assignment, sell, transfer, assign and otherwise convey to the Purchaser, without recourse (subject to the obligations herein), all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following, collectively: (i) the Initial Receivables; (ii) with respect to Initial Receivables that are Actuarial Receivables, monies due thereunder on or after the Initial Cutoff Date (including Payaheads) and, with respect to Initial Receivables that are Simple Interest Receivables, monies received thereunder on or after the Initial Cutoff Date; (iii) the security interests in Financed Vehicles granted by Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to the Initial Receivables from claims on any physical damage, theft, credit life or disability insurance policies covering the related Financed Vehicles or related Obligors; (v) all rights to receive proceeds with respect to the Initial Receivables from recourse to Dealers thereon pursuant to the Dealer Agreements; (vi) all of the Seller's rights to the Receivable Files that relate to the Initial Receivables; (vii) all payments and proceeds with respect to the Initial Receivables held by the Seller; (viii) all property (including the right to receive Liquidation Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of an Initial Receivable that is a Final Payment Receivable), guarantees and other collateral securing an Initial Receivable (other than an Initial Receivable purchased by the Servicer or repurchased by the Seller); (ix) all rebates of premiums and other amounts relating to insurance policies and other items financed under the Initial Receivables in effect as of the Initial Cutoff Date; and (x) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, 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, 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. It is the intention of the Seller and the Purchaser that the transfer and assignment of the Initial Receivables and the other property described in clauses (i) through (x) of this Section 2.1(a) shall constitute a sale of the Initial Receivables and such other property from the Seller to the Purchaser, conveying good title thereto free and clear of any liens, and the Initial Receivables and such other 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 the foregoing transfer and assignment is deemed to be a pledge, the Seller hereby grants to the Purchaser a first priority security interest in all of the Seller's right to and interest in the Initial Receivables and other property described in the preceding paragraph to secure a loan deemed to have been made by the Purchaser to the Seller in an amount equal to the sum of the initial principal amount of the Notes plus accrued interest thereon and the Initial Certificate Balance.

Sale of Initial Receivables. On the Closing Date, and simultaneously with the transactions to be consummated pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, the Seller shall, pursuant to the First-Tier Initial Assignment, sell, transfer, assign and otherwise convey to the Purchaser, without recourse (subject to the obligations herein), all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following, collectively: (i) the Initial Receivables; (ii) with respect to Initial Receivables that are Actuarial Receivables, monies due thereunder on or after the Initial Cutoff Date (including Payaheads) and, with respect to Initial Receivables that are Simple Interest Receivables, monies received thereunder on or after the Initial Cutoff Date; (iii) the security interests in Financed Vehicles granted by Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to the Initial Receivables from claims on any physical damage, theft, credit life or disability insurance policies covering the related Financed Vehicles or related Obligors; (v) all rights to receive proceeds with respect to the Initial Receivables from recourse to Dealers thereon pursuant to the Dealer Agreements; (vi) all of the Seller's rights to the Receivable Files that relate to the Initial Receivables; (vii) all payments and proceeds with respect to the Initial Receivables held by the Seller; (viii) all property (including the right to receive Liquidation Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of an Initial Receivable that is a Final Payment Receivable), guarantees and other collateral securing an Initial Receivable (other than an Initial Receivable purchased repurchased by the Servicer or repurchased purchased by the Seller); (ix) all rebates of premiums and other amounts relating to insurance policies and other items financed under the Initial Receivables in effect as of the Initial Cutoff Date; and (x) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, 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, 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. It is the intention of the Seller and the Purchaser that the transfer and assignment of the Initial Receivables and the other property described in clauses (i) through (x) of this Section 2.1(a) shall constitute a sale of the Initial Receivables and such other property from the Seller to the Purchaser, conveying good title thereto free and clear of any liens, and the Initial Receivables and such other 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 the foregoing transfer and assignment is deemed to be a pledge, the Seller hereby grants to the Purchaser a first priority security interest in all of the Seller's right to and interest in the Initial Receivables and other property described in the preceding paragraph to secure a loan deemed to have been made by the Purchaser to the Seller in an amount equal to the sum of the initial principal amount of the Notes plus accrued interest thereon and the Initial Certificate Balance.. (b)

Sale of Initial Receivables. On the Closing Date, and simultaneously with the transactions to be consummated pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, the Seller shall, pursuant to the First-Tier Initial Assignment, shall sell, transfer, assign and otherwise convey to the Purchaser, without recourse (subject to the obligations herein), all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following, collectively: (i) the Initial Receivables; (ii) with respect to Initial Receivables that are Actuarial Receivables, monies due thereunder on or after the Initial Cutoff Date (including Payaheads) and, with respect to Initial Receivables that are Simple Interest Receivables, monies received thereunder on or after the Initial Cutoff Date; (iii) the security interests in Financed Vehicles granted by Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to the Initial Receivables from claims on any physical damage, theft, credit life or disability insurance policies covering the related Financed Vehicles or related Obligors; (v) all rights to receive proceeds with respect to the Initial Receivables from recourse to Dealers thereon pursuant to the Dealer Agreements; (vi) all of the Seller's rights to the Receivable Files that relate to the Initial Receivables; (vii) all payments and proceeds with respect to the Initial Receivables held by the Seller; (viii) all property (including the right to receive Liquidation Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of an Initial Receivable that is a Final Payment Receivable), guarantees and other collateral securing an Initial Receivable (other than an Initial Receivable purchased repurchased by the Servicer or repurchased purchased by the Seller); (ix) all rebates of premiums and other amounts relating to insurance policies and other items financed under the Initial Receivables in effect as of the Initial Cutoff Date; and (x) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, 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, 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. It is the intention of the Seller and the Purchaser that the transfer and assignment of the Initial Receivables and the other property described in clauses (i) through (x) of this Section 2.1(a) shall constitute a sale of the Initial Receivables and such other property from the Seller to the Purchaser, conveying good title thereto free and clear of any liens, and the Initial Receivables and such other 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 the foregoing transfer and assignment is deemed to be a pledge, the Seller hereby grants to the Purchaser a first priority security interest in all of the Seller's right to and interest in the Initial Receivables and other property described in the preceding paragraph to secure a loan deemed to have been made by the Purchaser to the Seller in an amount equal to the sum of the initial principal amount of the Notes plus accrued interest thereon and the Initial Certificate Balance.(b)