Common use of Sale of Subsequent Receivables Clause in Contracts

Sale of Subsequent Receivables. Subject to satisfaction of the conditions set forth in Section 4.1(b), the Seller shall, pursuant to each First-Tier Subsequent 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 Subsequent Receivables listed on Schedule A to the related First-Tier Subsequent Assignment; (ii) with respect to the Subsequent Receivables that are Actuarial Receivables, monies due thereunder on or after the related Subsequent Cutoff Date (including Payaheads) and, with respect to Subsequent Receivables that are Simple Interest Receivables, monies received thereunder on or after the related Subsequent Cutoff Date; (iii) the security interests in Financed Vehicles granted by Obligors pursuant to such Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to such Subsequent 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 such Subsequent Receivables from recourse to Dealers thereon pursuant to the related Dealer Agreements; (vi) all of the Seller's rights to the Receivable Files that relate to such Subsequent Receivables; (vii) all payments and proceeds with respect to such Subsequent 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 a Subsequent Receivable that is a Final Payment Receivable), guarantees and other collateral securing a Subsequent Receivable (other than a Subsequent 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 such Subsequent Receivables in effect as of the related Subsequent 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 each transfer and assignment of Subsequent Receivables and the other property described in clauses (i) through (x) of this Section 2.1(b) shall constitute a sale of such Subsequent Receivables and other property from the Seller to the Purchaser, conveying good title thereto free and clear of any liens, and such Subsequent Receivables and 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 such Subsequent 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 Subsequent Receivables. Subject to satisfaction of the conditions set forth in Section 4.1(b), the Seller shall, pursuant to each First-Tier Subsequent 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 Subsequent Receivables listed on Schedule A to the related First-Tier Subsequent Assignment; , (ii) with respect to the Subsequent Receivables that are Actuarial Receivables, monies due thereunder on or after the related Subsequent Cutoff Date (including Payaheads) and, with respect to Subsequent Receivables that are Simple Interest Receivables, monies received thereunder on or after the related Subsequent Cutoff Date; (iii) the security interests in Financed Vehicles granted by Obligors pursuant to such Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to such Subsequent 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 such Subsequent Receivables from recourse to Dealers thereon pursuant to the related Dealer Agreements; (vi) all of the Seller's rights to the Receivable Files that relate to such Subsequent Receivables; (vii) all payments and proceeds with respect to such Subsequent 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 a Subsequent Receivable that is a Final Payment Receivable), guarantees and other collateral securing a Subsequent Receivable (other than a Subsequent 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 such Subsequent Receivables in effect as of the related Subsequent 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 each transfer and assignment of Subsequent Receivables and the other property described in clauses (i) through (x) of this Section 2.1(b) shall constitute a sale of such Subsequent Receivables and other property from the Seller to the Purchaser, conveying good title thereto free and clear of any liens, and such Subsequent Receivables and 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 such Subsequent 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. SECTION 2.2.

Sale of Subsequent Receivables. Subject to satisfaction of the conditions set forth in Section 4.1(b), the Seller shall, pursuant to each First-Tier Subsequent 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 Subsequent Receivables listed on Schedule A to the related First-First Tier Subsequent Assignment; , (ii) with respect to the Subsequent Receivables that are Actuarial Receivables, monies due thereunder on or after the related Subsequent Cutoff Date (including Payaheads) and, with respect to the Subsequent Receivables that are Simple Interest Receivables, monies received thereunder on or after the related Subsequent Cutoff Date; (iii) the security interests in Financed Vehicles granted by Obligors pursuant to such the Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to such the Subsequent 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 such the Subsequent Receivables from recourse to Dealers thereon pursuant to the related Dealer Agreements; (vi) all of the Seller's rights to the Receivable Files that relate to such the Subsequent Receivables; (vii) all payments and proceeds with respect to such the Subsequent 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 a Subsequent Receivable that is a Final Payment Receivable), guarantees and other collateral securing a Subsequent Receivable (other than a Subsequent 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 such the Subsequent Receivables in effect as of the related Subsequent 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 each transfer and assignment of the Subsequent Receivables and the other property described in clauses (i) through (x) of this Section 2.1(b) shall constitute a sale of such the Subsequent Receivables and such other property from the Seller to the Purchaser, conveying good title thereto free and clear of any liens, and such the Subsequent 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 such Subsequent 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 BalanceSECTION 2.2.