Common use of Transfer of Subsequent Contracts Clause in Contracts

Transfer of Subsequent Contracts. Subject to and upon the terms and conditions set forth in Section 2.04(b) of the Transfer and Sale Agreement and this Agreement, Seller hereby sells, transfers, assigns, sets over and otherwise conveys to Trust Depositor, in consideration of Trust Depositor’s payment of $[ ] as the purchase price therefor, (i) all the right, title and interest of Seller in and to the Subsequent Contracts listed on the related Subsequent List of Contracts (including, without limitation, all security interests and all rights to receive payments which are collected pursuant thereto after the applicable Subsequent Cutoff Date, including any liquidation proceeds therefrom, but excluding any rights to receive payments which were collected pursuant thereto on or prior to such Subsequent Cutoff Date), (ii) all rights of Seller under any physical damage or other individual insurance policy (including a “forced placed” policy, if any), any debt insurance policy or any debt cancellation agreement relating to any such Subsequent Contract, an Obligor or a Motorcycle securing such Subsequent Contract, (iii) all security interests in each such Motorcycle, (iv) all documents contained in the related Subsequent Contract Files, (v) all rights of Seller in the Lockbox, Lockbox Account and related Lockbox Agreement to the extent they relate to the Subsequent Contracts, (vi) all rights (but not the obligations) of the Seller under any motorcycle dealer agreements between the dealers (i.e. originators of certain Subsequent Contracts) and the Seller, (vii) all rights of Seller to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Subsequent Contracts and (viii) all proceeds and products of the foregoing. It is the intention of the Seller and the Trust Depositor that the transfer contemplated by this Agreement shall constitute a sale of the Subsequent Contracts from the Seller to the Trust Depositor, conveying good title thereto free and clear of any Liens, and that the Subsequent Contracts shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law.

Transfer of Subsequent Contracts. Subject to and upon the terms and conditions set forth in Section 2.04(b2.03(b) of the Transfer Sale and Sale Servicing Agreement and this Agreement, Seller the Trust Depositor hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, in consideration of Trust Depositor’s payment of $[ ] as the purchase price therefor, (i) all the right, title and interest of Seller the Trust Depositor in and to the Subsequent Contracts listed on the related Subsequent List of Contracts (including, without limitation, all security interests and all rights to receive payments which are collected pursuant thereto after the applicable Subsequent Cutoff Date, including any liquidation proceeds therefrom, but excluding any rights to receive payments which were collected pursuant thereto on or prior to such the Subsequent Cutoff Date), (ii) all rights of Seller the Trust Depositor under any physical damage or other individual insurance policy (including a “forced placed” policy, if any), any debt insurance policy or any debt cancellation agreement relating to any such Subsequent Contract, an Obligor or a Motorcycle securing such Subsequent Contract, (iii) all security interests in each such Motorcycle, (iv) all documents contained in the related Subsequent Contract Files, (v) all rights (but not the obligations) of Seller the Trust Depositor under any motorcycle dealer agreements between the dealers (i.e., the originators of certain Subsequent Contracts) and the Seller, (vi) all rights of the Trust Depositor in the Lockbox, the Lockbox Account and related Lockbox Agreement to the extent they relate to the such Subsequent Contracts, (vivii) all rights (but not the obligations) of the Seller Trust Depositor under any motorcycle dealer agreements between the dealers Transfer and Sale Agreement related to such Subsequent Contracts (i.e. originators to the extent not already conveyed under Section 2.01(a) of certain the Sale and Servicing Agreement), including but not limited to the Trust Depositor’s related rights under Article V thereof, as well as all rights, but not the obligations, of the Trust Depositor under the Subsequent Purchase Agreement related to such Subsequent Contracts) and the Seller, (viiviii) the remittances, deposits and payments made into the Trust Accounts from time to time and amounts in the Trust Accounts from time to time related to such Subsequent Contracts (to the extent not already conveyed under Section 2.01(a) of the Sale and Servicing Agreement) (and any investments of such amounts), (ix) all rights of Seller the Trust Depositor to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Subsequent Contracts and (viiix) all proceeds and products of the foregoing. It is the intention of the Seller and the Trust Depositor and Owner Trustee that the transfer contemplated by this Agreement shall constitute a sale of the Subsequent Contracts from the Seller Trust Depositor to the Trust DepositorTrust, conveying good title thereto free and clear of any Liens, and that the Subsequent Contracts shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law.

Transfer of Subsequent Contracts. Subject to and upon the terms and conditions set forth in Section 2.04(b) of the Transfer and Sale Agreement and this Agreement, Seller hereby sells, transfers, assigns, sets over and otherwise conveys to Trust Depositor, in consideration of Trust Depositor’s 's payment of $[ [_______] as the purchase price therefor, (i) all the right, title and interest of Seller in and to the Subsequent Contracts listed on the related Subsequent List of Contracts (including, without limitation, all security interests and all rights to receive payments which are collected pursuant thereto on or after the applicable Subsequent Cutoff Date, including any liquidation proceeds therefrom, but excluding any rights to receive payments which were collected pursuant thereto on or prior to such Subsequent Cutoff Date), (ii) all rights of Seller under any physical damage or other individual insurance policy (including a “forced placed” "FORCED PLACED" policy, if any), any debt insurance policy or any debt cancellation agreement ) relating to any such Subsequent Contract, an Obligor or a Motorcycle securing such Subsequent Contract, (iii) all security interests in each such Motorcycle, (iv) all documents contained in the related Subsequent Contract Files, (v) all rights of Seller in the Lockbox, Lockbox Account and related Lockbox Agreement to the extent they relate to the Subsequent Contracts, (vi) all rights (but not the obligations) of the Seller under any motorcycle dealer agreements between the dealers (i.e. I.E. the originators of certain such Subsequent Contracts) and the Seller, Seller and (vii) all rights of Seller to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Subsequent Contracts and (viii) all proceeds and products of the foregoing. It is the intention of the Seller and the Trust Depositor that the transfer contemplated by this Agreement shall constitute a sale of the Subsequent Contracts from the Seller to the Trust Depositor, conveying good title thereto free and clear of any Liens, and that the Subsequent Contracts shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law.

Transfer of Subsequent Contracts. Subject to and upon the terms and conditions set forth in Section 2.04(b) of the Transfer and Sale Agreement and this Agreement, Seller hereby sells, transfers, assigns, sets over and otherwise conveys to Trust Depositor, in consideration of Trust Depositor’s payment of $[ ] as the purchase price therefor, (i) all the right, title and interest of Seller in and to the Subsequent Contracts listed on the related Subsequent List of Contracts (including, without limitation, all security interests and all rights to receive payments which are collected pursuant thereto after the applicable Subsequent Cutoff Date, including any liquidation proceeds therefrom, but excluding any rights to receive payments which were collected pursuant thereto on or prior to such Subsequent Cutoff Date), (ii) all rights of Seller under any physical damage or other individual insurance policy (including a “forced placed” policy, if any), any debt insurance policy ) or any debt cancellation agreement relating to any such Subsequent Contract, an Obligor or a Motorcycle securing such Subsequent Contract, (iii) all security interests in each such Motorcycle, (iv) all documents contained in the related Subsequent Contract Files, (v) all rights of Seller in the Lockbox, Lockbox Account and related Lockbox Agreement to the extent they relate to the Subsequent Contracts, (vi) all rights (but not the obligations) of the Seller under any motorcycle dealer agreements between the dealers (i.e. originators of certain Subsequent Contracts) and the Seller, (vii) all rights of Seller to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Subsequent Contracts and (viii) all proceeds and products of the foregoing. It is the intention of the Seller and the Trust Depositor that the transfer contemplated by this Agreement shall constitute a sale of the Subsequent Contracts from the Seller to the Trust Depositor, conveying good title thereto free and clear of any Liens, and that the Subsequent Contracts shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law.

Transfer of Subsequent Contracts. Subject to and upon the terms and conditions set forth in Section 2.04(b) 2.04 of the Transfer and Sale Agreement and this Agreement, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, in consideration of the Trust Depositor’s 's (x) payment of $[ ] __________ as the purchase price therefor, representing the prepayment proceeds received with respect to the related Addition Event (if applicable) or (y) release and redelivery to the original applicable Seller of the related Contract Assets with respect to which a Substitution Event has occurred (if applicable): (i) all the right, title and interest of Seller in and to the Subsequent Contracts listed identified in the related Addition Notice, and all monies due or to become due in payment of such Contracts on and after the related Subsequent List Cutoff Dates, any Prepayment Amounts, any payments in respect of Contracts (includinga casualty or early termination, without limitation, all security interests and all rights to receive payments which are collected pursuant thereto after the applicable Subsequent Cutoff Date, including any liquidation proceeds therefromRecoveries received with respect thereto, but excluding any rights to receive payments which were collected pursuant thereto on or Scheduled Payments due prior to such Subsequent the related Cutoff Date), Date and any Excluded Amounts; (ii) the Equipment related to such Contracts and, in the case of any Vendor Loan, related Applicable Security, including all rights of Seller under proceeds from any physical damage sale or other individual insurance policy disposition of such Equipment (including a “forced placed” policy, if anybut subject to the exclusion and release herein of Excluded Amounts), any debt insurance policy or any debt cancellation agreement relating to any such Subsequent Contract, an Obligor or a Motorcycle securing such Subsequent Contract, ; (iii) all security interests in each such Motorcycle, the Contract Files; (iv) all documents contained payments made or to be made in the related Subsequent Contract Files, future with respect to such Contracts or the Obligor thereunder under any Vendor Agreements with the Seller and under any guarantee or similar credit enhancement with respect to such Contracts; (v) all rights of Seller in the Lockbox, Lockbox Account and related Lockbox Agreement Insurance Proceeds with respect to the extent they relate to the Subsequent Contracts, each such Contract; and (vi) all rights (but not the obligations) of the Seller under any motorcycle dealer agreements between the dealers (i.e. originators of certain Subsequent Contracts) income from and the Seller, (vii) all rights of Seller to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Subsequent Contracts and (viii) all proceeds and products of the foregoing; PROVIDED, that such Subsequent Contract Assets shall in no case include any Residual Investment other than the Guaranteed Residual Investment. It is the intention of the Seller and the Trust Depositor that the transfer contemplated by this Agreement shall constitute a sale of the Subsequent Contracts from the Seller to the Trust Depositor, conveying good title thereto free and clear of any Liens, and that the Subsequent Contracts shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy or similar law.

Transfer of Subsequent Contracts. Subject to and upon the terms and conditions set forth in Section 2.04(b) of the Transfer and Sale Agreement and this Agreement, Seller hereby sells, transfers, assigns, sets over and otherwise conveys to Trust Depositor, in consideration of Trust Depositor’s 's payment of $[ [_____________] as the purchase price therefor, (i) all the right, title and interest of Seller in and to the Subsequent Contracts listed on the related Subsequent List of Contracts (including, without limitation, all security interests and all rights to receive payments which are collected pursuant thereto on or after the applicable Subsequent Cutoff Date, including any liquidation proceeds therefrom, but excluding any rights to receive payments which were collected pursuant thereto on or prior to such the Subsequent Cutoff Date), (ii) all rights of Seller under any physical damage or other individual insurance policy (including and rights under a “forced placed” "FORCED PLACED" policy, if any), any debt insurance policy or any debt cancellation agreement ) relating to any such Subsequent ContractContracts, an Obligor or a Motorcycle securing such Subsequent Contract, (iiiii) all security interests in each such Motorcycle, (iv) all documents contained in the related Subsequent Contract Files, (v) all rights of the Seller in the Lockbox, the Lockbox Account and the related Lockbox Agreement to the extent they relate to the Subsequent such Contracts, (vi) all rights (but not the obligations) of the Seller under any related motorcycle dealer agreements between the dealers (i.e. i.e., the originators of certain Subsequent such Contracts) and the Seller, and (vii) all rights of Seller to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Subsequent Contracts and (viii) all proceeds and products of the foregoing. It is the intention of the Seller and the Trust Depositor that the transfer contemplated by this Agreement shall constitute a sale of the Subsequent Contracts from the Seller to the Trust Depositor, conveying good title thereto free and clear of any Liens, and that the Subsequent Contracts shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law.

Transfer of Subsequent Contracts. Subject to and upon the terms and conditions set forth in Section 2.04(b2.04(c) of the Transfer Sale and Sale Servicing Agreement and this Agreement, Seller the Trust Depositor hereby sells, transfers, assigns, sets over and otherwise conveys to Trust Depositor, in consideration of Trust Depositor’s payment of $[ ] as the purchase price therefor, Trust: (i) all the right, title and interest of Seller in and to the Subsequent Contracts listed on identified in the related Subsequent List of Contracts (includingNotice, without limitation, all security interests and all rights monies due or to receive payments which are collected pursuant thereto become due in payment of such Subsequent Contracts on and after the applicable related Subsequent Cutoff DateDates, including any liquidation proceeds therefromPrepayment Amounts, any payments in respect of a casualty or early termination, and any Defaulted Contract Recoveries received with respect thereto, but excluding any rights to receive payments which were collected pursuant thereto on or Scheduled Payments due prior to such the related Subsequent Cutoff Date), Date and any Excluded Amounts; (ii) the Financed Items related to such Contracts, including all rights of Seller under proceeds from any physical damage sale or other individual insurance policy disposition of such Financed Items (including a “forced placed” policy, if anybut subject to the exclusion and release herein of Excluded Amounts), any debt insurance policy or any debt cancellation agreement relating to any such Subsequent Contract, an Obligor or a Motorcycle securing such Subsequent Contract, ; (iii) all security interests in each such Motorcycle, the Contract Files; (iv) all documents contained payments made or to be made in the related Subsequent Contract Files, future with respect to such Contracts or the Obligor thereunder under any Program Agreements and under any guarantee or similar credit enhancement with respect to such Contracts; (v) all rights of Seller in the Lockbox, Lockbox Account and related Lockbox Agreement Insurance Proceeds with respect to the extent they relate to the Subsequent Contracts, each such Contract; (vi) all rights (but not the obligations) of the Seller Trust Depositor under any motorcycle dealer agreements between the dealers Sale and Servicing Agreement related to such Contracts (i.e. originators to the extent not already conveyed under Section 2.04(a) of certain the Sale and Servicing Agreement), as well as all rights, but not the obligations, of the Trust Depositor under the Subsequent Purchase Agreement related to such Contracts) and the Seller, ; (vii) all rights income from and proceeds of Seller to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Subsequent Contracts and the foregoing; and (viii) all proceeds and products the security interest of the foregoingTrust Depositor or its affiliates in the Equipment or other property securing such Contracts and the proceeds thereof. It is the intention of the Seller and the Trust Depositor and Owner Trustee that the transfer contemplated by this Agreement shall constitute a an absolute assignment and sale of the Subsequent Contracts from the Seller Trust Depositor to the Trust DepositorTrust, conveying good title thereto free and clear of any Liens, and that the Subsequent Contracts shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law.

Transfer of Subsequent Contracts. Subject to and upon the terms and conditions set forth in Section 2.04(b) of the Transfer Pooling and Sale Servicing Agreement and this Agreement, Seller the Trust Depositor hereby sells, transfers, assigns, sets over and otherwise conveys to Trust Depositor, in consideration of Trust Depositor’s payment of $[ ] as the purchase price therefor, Trust: (i) all the right, title and interest of Seller in and to the Subsequent Contracts listed identified in the related Addition Notice, and all monies due or to become due in payment of such Contracts on and after the related Subsequent List Cutoff Dates, any Prepayment Amounts, any payments in respect of Contracts (includinga casualty or early termination, without limitation, all security interests and all rights to receive payments which are collected pursuant thereto after the applicable Subsequent Cutoff Date, including any liquidation proceeds therefromRecoveries received with respect thereto, but excluding any rights to receive payments which were collected pursuant thereto on or Scheduled Payments due prior to such Subsequent the related Cutoff Date), Date and any Excluded Amount; (ii) the Equipment related to such Contracts and, in the case of any Vendor Loan, related Applicable Security, including all rights of Seller under proceeds from any physical damage sale or other individual insurance policy disposition of such Equipment (including a “forced placed” policy, if anybut subject to the exclusion and release herein of Excluded Amounts and any Excluded Residual Investment), any debt insurance policy or any debt cancellation agreement relating to any such Subsequent Contract, an Obligor or a Motorcycle securing such Subsequent Contract, ; (iii) all security interests in each such Motorcycle, the Contract Files; (iv) all documents contained payments made or to be made in the related Subsequent Contract Files, future with respect to such Contracts or the Obligor thereunder under any Vendor Agreements with the Seller and under any guarantee or similar credit enhancement with respect to such Contracts; (v) all rights of Seller in the Lockbox, Lockbox Account and related Lockbox Agreement Insurance Proceeds with respect to the extent they relate to the Subsequent Contracts, each such Contract; (vi) all rights (but not the obligations) of the Seller Trust Depositor under any motorcycle dealer agreements between the dealers Transfer and Pooling Agreement related to such Contracts (i.e. originators to the extent not already conveyed under Section 2.01(b) of certain the Pooling and Servicing Agreement), as well as all rights, but not the obligations, of the Trust Depositor under the Subsequent Purchase Agreement related to such Contracts) and the Seller, ; and (vii) all rights of Seller to certain rebates of premiums income from and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Subsequent Contracts and (viii) all proceeds and products of the foregoing; PROVIDED, that such Contract Assets shall in no case include any Excluded Residual Investment. It is the intention of the Seller and the Trust Depositor and Owner Trustee that the transfer contemplated by this Agreement shall constitute a an absolute assignment and sale of the Subsequent Contracts from the Seller Trust Depositor to the Trust DepositorTrust, conveying good title thereto free and clear of any Liens, and that the Subsequent Contracts shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law.

Transfer of Subsequent Contracts. Subject to and upon the terms and conditions set forth in Section 2.04(b) of the Transfer and Sale Agreement and this Agreement, Seller hereby sells, transfers, assigns, sets over and otherwise conveys to Trust Depositor, in consideration of Trust Depositor’s payment of $[ ] as the purchase price therefor, (i) all the right, title and interest of Seller in and to the Subsequent Contracts listed on the related Subsequent List of Contracts (including, without limitation, all security interests and all rights to receive payments which are collected pursuant thereto on or after the applicable Subsequent Cutoff Date, including any liquidation proceeds therefrom, but excluding any rights to receive payments which were collected pursuant thereto on or prior to such Subsequent Cutoff Date), (ii) all rights of Seller under any physical damage or other individual insurance policy (including a “forced placed” policy, if any), any debt insurance policy ) or any debt cancellation agreement relating to any such Subsequent Contract, an Obligor or a Motorcycle securing such Subsequent Contract, (iii) all security interests in each such Motorcycle, (iv) all documents contained in the related Subsequent Contract Files, (v) all rights of Seller in the Lockbox, Lockbox Account and related Lockbox Agreement to the extent they relate to the Subsequent Contracts, (vi) all rights (but not the obligations) of the Seller under any motorcycle dealer agreements between the dealers (i.e. originators of certain such Subsequent Contracts) and the Seller, (vii) all rights of Seller to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Subsequent Contracts and (viii) all proceeds and products of the foregoing. It is the intention of the Seller and the Trust Depositor that the transfer contemplated by this Agreement shall constitute a sale of the Subsequent Contracts from the Seller to the Trust Depositor, conveying good title thereto free and clear of any Liens, and that the Subsequent Contracts shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law.

Transfer of Subsequent Contracts. Subject to and upon the terms and conditions set forth in Section 2.04(b) of the Transfer and Sale Agreement and this Agreement, Seller hereby sells, transfers, assigns, sets over and otherwise conveys to Trust Depositor, in consideration of Trust Depositor’s payment of $[ [_______] as the purchase price therefor, (i) all the right, title and interest of Seller in and to the Subsequent Contracts listed on the related Subsequent List of Contracts (including, without limitation, all security interests and all rights to receive payments which are collected pursuant thereto after the applicable Subsequent Cutoff Date, including any liquidation proceeds therefrom, but excluding any rights to receive payments which were collected pursuant thereto on or prior to such Subsequent Cutoff Date), (ii) all rights of Seller under any physical damage or other individual insurance policy (including a “forced placed” policy, if any), any debt insurance policy or any debt cancellation agreement relating to any such Subsequent Contract, an Obligor or a Motorcycle securing such Subsequent Contract, (iii) all security interests in each such Motorcycle, (iv) all documents contained in the related Subsequent Contract Files, (v) all rights of Seller in the Lockbox, Lockbox Account and related Lockbox Agreement to the extent they relate to the Subsequent Contracts, (vi) all rights (but not the obligations) of the Seller under any motorcycle dealer agreements between the dealers (i.e. originators of certain Subsequent Contracts) and the Seller, (vii) all rights of Seller to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Subsequent Contracts and (viii) all proceeds and products of the foregoing. It is the intention of the Seller and the Trust Depositor that the transfer contemplated by this Agreement shall constitute a sale of the Subsequent Contracts from the Seller to the Trust Depositor, conveying good title thereto free and clear of any Liens, and that the Subsequent Contracts shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law.

Transfer of Subsequent Contracts. Subject to and upon the terms and conditions set forth in Section 2.04(b) of the Transfer and Sale Agreement and this Agreement, Seller hereby sells, transfers, assigns, sets over and otherwise conveys to Trust Depositor, in consideration of Trust Depositor’s 's payment of $[ [_______] as the purchase price therefor, (i) all the right, title and interest of Seller in and to the Subsequent Contracts listed on the related Subsequent List of Contracts (including, without limitation, all security interests and all rights to receive payments which are collected pursuant thereto on or after the applicable Subsequent Cutoff Date, including any liquidation proceeds therefrom, but excluding any rights to receive payments which were collected pursuant thereto on or prior to such Subsequent Cutoff Date), (ii) all rights of Seller under any physical damage or other individual insurance policy (including a “forced placed” "FORCED PLACED" policy, if any), any debt insurance policy ) or any debt cancellation agreement relating to any such Subsequent Contract, an Obligor or a Motorcycle securing such Subsequent Contract, (iii) all security interests in each such Motorcycle, (iv) all documents contained in the related Subsequent Contract Files, (v) all rights of Seller in the Lockbox, Lockbox Account and related Lockbox Agreement to the extent they relate to the Subsequent Contracts, (vi) all rights (but not the obligations) of the Seller under any motorcycle dealer agreements between the dealers (i.e. I.E. originators of certain such Subsequent Contracts) and the Seller, (vii) all rights of Seller to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Subsequent Contracts and (viii) all proceeds and products of the foregoing. It is the intention of the Seller and the Trust Depositor that the transfer contemplated by this Agreement shall constitute a sale of the Subsequent Contracts from the Seller to the Trust Depositor, conveying good title thereto free and clear of any Liens, and that the Subsequent Contracts shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law.

Transfer of Subsequent Contracts. Subject to and upon the terms and conditions set forth in Section 2.04(b) of the Transfer and Sale Agreement and this Agreement, Seller hereby sells, transfers, assigns, sets over and otherwise conveys to Trust Depositor, in consideration of Trust Depositor’s 's payment of $[ [_______] as the purchase price therefor, (i) all the right, title and interest of Seller in and to the Subsequent Contracts listed on the related Subsequent List of Contracts (including, without limitation, all security interests and all rights to receive payments which are collected pursuant thereto on or after the applicable Subsequent Cutoff Date, including any liquidation proceeds therefrom, but excluding any rights to receive payments which were collected pursuant thereto on or prior to such Subsequent Cutoff Date), (ii) all rights of Seller under any physical damage or other individual insurance policy (including a “forced placed” "FORCED PLACED" policy, if any), any debt insurance policy ) or any debt cancellation agreement relating to any such Subsequent Contract, an Obligor or a Motorcycle securing such Subsequent Contract, (iii) all security interests in each such Motorcycle, (iv) all documents contained in the related Subsequent Contract Files, (v) all rights of Seller in the Lockbox, Lockbox Account and related Lockbox Agreement to the extent they relate to the Subsequent Contracts, (vi) all rights (but not the obligations) of the Seller under any motorcycle dealer agreements between the dealers (i.e. originators of certain such Subsequent Contracts) and the Seller, (vii) all rights of Seller to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Subsequent Contracts and (viii) all proceeds and products of the foregoing. It is the intention of the Seller and the Trust Depositor that the transfer contemplated by this Agreement shall constitute a sale of the Subsequent Contracts from the Seller to the Trust Depositor, conveying good title thereto free and clear of any Liens, and that the Subsequent Contracts shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law.

Transfer of Subsequent Contracts. Subject to and upon the terms and conditions set forth in Section 2.04(b2.03(b) of the Transfer Sale and Sale Servicing Agreement and this Agreement, Seller the Trust Depositor hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, in consideration of Trust Depositor’s payment of $[ ] as the purchase price therefor, (i) all the right, title and interest of Seller the Trust Depositor in and to the Subsequent Contracts listed on the related Subsequent List of Contracts (including, without limitation, all security interests and created thereunder), (ii) all rights of the Trust Depositor to receive payments which are collected pursuant thereto after the applicable related Subsequent Cutoff Date, including any liquidation proceeds therefrom, but excluding any rights to receive payments which were collected pursuant thereto on or prior to such Subsequent Cutoff Date), (iiiii) all rights of Seller the Trust Depositor under any theft, physical damage damage, credit life, disability, or other individual insurance policy (including and rights under a “forced placed” policy, if any), any debt insurance policy or any debt cancellation agreement relating to any such Subsequent Contract, an Obligor or a Motorcycle securing such Subsequent Contract, (iiiiv) all security interests in each such Motorcycle, (ivv) all documents contained in the related Subsequent Contract Files, (v) all rights of Seller in the Lockbox, Lockbox Account and related Lockbox Agreement to the extent they relate to the Subsequent Contracts, (vi) all rights (but not the obligations) of the Seller Trust Depositor under any related motorcycle dealer agreements between the dealers (i.e. i.e., the originators of certain Subsequent Contracts) and the Seller, (vii) all rights of Seller the Trust Depositor in the Lockbox, the Lockbox Account and the related Lockbox Agreement to the extent they relate to such Subsequent Contracts (but excluding payments received on or before such Subsequent Cutoff Date), (viii) all rights (but not the obligations) of the Trust Depositor under the Transfer and Sale Agreement, including but not limited to the Trust Depositor’s rights under Article V thereof, (ix) the remittances, deposits and payments made into the Trust Accounts from time to time and amounts in the Trust Accounts from time to time (and any investments of such amounts), (x) all rights of the Trust Depositor to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Subsequent Contracts and (viiixi) all proceeds and products of the foregoing. It is the intention of the Seller Trust Depositor and the Trust Depositor Owner Trustee that the transfer contemplated by this Agreement shall constitute a sale of the Subsequent Contracts from the Seller Trust Depositor to the Trust DepositorTrust, conveying good title thereto free and clear of any Liens, and that the Subsequent Contracts shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law.

Transfer of Subsequent Contracts. Subject to and upon the terms and conditions set forth in Section 2.04(b) of the Transfer and Sale Agreement and this Agreement, Seller hereby sells, transfers, assigns, sets over and otherwise conveys to Trust Depositor, in consideration of Trust Depositor’s 's payment of $[ [_______] as the purchase price therefor, (i) all the right, title and interest of Seller in and to the Subsequent Contracts listed on the related Subsequent List of Contracts (including, without limitation, all security interests and all rights to receive payments which are collected pursuant thereto on or after the applicable Subsequent Cutoff Date, including any liquidation proceeds therefrom, but excluding any rights to receive payments which were collected pursuant thereto on or prior to such the Subsequent Cutoff Date), (ii) all rights of Seller under any physical damage or other individual insurance policy (including and rights under a “forced placed” "FORCED PLACED" policy, if any), any debt insurance policy or any debt cancellation agreement ) relating to any such Subsequent Contract, an Obligor or a Motorcycle securing such Subsequent Contract, (iiiii) all security interests in each such Motorcycle, (iv) all documents contained in the related Subsequent Contract Files, (v) all rights of the Seller in the Lockbox, the Lockbox Account and the related Lockbox Agreement to the extent they relate to the Subsequent such Contracts, (vi) all rights (but not the obligations) of the Seller under any related motorcycle dealer agreements between the dealers (i.e. i.e., the originators of certain Subsequent such Contracts) and the Seller, and (vii) all rights of Seller to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Subsequent Contracts and (viii) all proceeds and products of the foregoing. It is the intention of the Seller and the Trust Depositor that the transfer contemplated by this Agreement shall constitute a sale of the Subsequent Contracts from the Seller to the Trust Depositor, conveying good title thereto free and clear of any Liens, and that the Subsequent Contracts shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law.

Transfer of Subsequent Contracts. Subject to and upon the terms and conditions set forth in Section 2.04(b) of the Transfer and Sale Agreement and this Agreement, Seller hereby sells, transfers, assigns, sets over and otherwise conveys to Trust Depositor, in consideration of Trust Depositor’s payment of $[ ] as the purchase price therefor, (i) all the right, title and interest of Seller in and to the Subsequent Contracts listed on the related Subsequent List of Contracts (including, without limitation, all security interests and all rights to receive payments which are collected pursuant thereto on or after the applicable Subsequent Cutoff Date, including any liquidation proceeds therefrom, but excluding any rights to receive payments which were collected pursuant thereto on or prior to such Subsequent Cutoff Date), (ii) all rights of Seller under any physical damage or other individual insurance policy (including a “forced placed” policy, if any), any debt insurance policy ) or any debt cancellation agreement relating to any such Subsequent Contract, an Obligor or a Motorcycle securing such Subsequent Contract, (iii) all security interests in each such Motorcycle, (iv) all documents contained in the related Subsequent Contract Files, (v) all rights of Seller in the Lockbox, Lockbox Account and related Lockbox Agreement to the extent they relate to the Subsequent Contracts, (vi) all rights (but not the obligations) of the Seller under any motorcycle dealer agreements between the dealers (i.e. the originators of certain such Subsequent Contracts) and the Seller, (vii) all rights of Seller to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Subsequent Contracts and (viii) all proceeds and products of the foregoing. It is the intention of the Seller and the Trust Depositor that the transfer contemplated by this Agreement shall constitute a sale of the Subsequent Contracts from the Seller to the Trust Depositor, conveying good title thereto free and clear of any Liens, and that the Subsequent Contracts shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law.

Transfer of Subsequent Contracts. Subject to and upon the terms and conditions set forth in Section 2.04(b) of the Transfer and Sale Agreement and this Agreement, Seller hereby sells, transfers, assigns, sets over and otherwise conveys to Trust Depositor, in consideration of Trust Depositor’s 's payment of $[ [_______] as the purchase price therefor, (i) all the right, title and interest of Seller in and to the Subsequent Contracts listed on the related Subsequent List of Contracts (including, without limitation, all security interests and all rights to receive payments which are collected pursuant thereto after the applicable Subsequent Cutoff Date, including any liquidation proceeds therefrom, but excluding any rights to receive payments which were collected pursuant thereto on or prior to such Subsequent Cutoff Date), (ii) all rights of Seller under any physical damage or other individual insurance policy (including a “forced placed” "FORCED PLACED" policy, if any), any debt insurance policy or any debt cancellation agreement relating to any such Subsequent Contract, an Obligor or a Motorcycle securing such Subsequent Contract, (iii) all security interests in each such Motorcycle, (iv) all documents contained in the related Subsequent Contract Files, (v) all rights of Seller in the Lockbox, Lockbox Account and related Lockbox Agreement to the extent they relate to the Subsequent Contracts, (vi) all rights (but not the obligations) of the Seller under any motorcycle dealer agreements between the dealers (i.e. I.E. originators of certain Subsequent Contracts) and the Seller, (vii) all rights of Seller to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Subsequent Contracts and (viii) all proceeds and products of the foregoing. It is the intention of the Seller and the Trust Depositor that the transfer contemplated by this Agreement shall constitute a sale of the Subsequent Contracts from the Seller to the Trust Depositor, conveying good title thereto free and clear of any Liens, and that the Subsequent Contracts shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law.

Transfer of Subsequent Contracts. Subject to and upon the terms and conditions set forth in Section 2.04(b) 2.04 of the Transfer Sale and Sale Servicing Agreement and this Agreement, the Seller hereby sells, transfers, assigns, sets over set overs and otherwise conveys to Trust Depositor, in consideration of Trust Depositor’s payment of $[ ] as 's release and redelivery to the purchase price therefor, Seller the related Contract Assets with respect to which a Substitution Event has occurred, (i) all the right, title and interest of Seller in and to the Subsequent Contracts listed on identified in the related Subsequent List of Contracts (includingNotice, without limitation, all security interests and all rights monies due or to receive payments which are collected pursuant thereto become due in payment of such Subsequent Contracts on and after the applicable related Subsequent Cutoff DateDates, including any liquidation proceeds therefromPrepayment Amounts, any payments in respect of a casualty or early termination, and any Defaulted Contract Recoveries received with respect thereto, but excluding any rights to receive payments which were collected pursuant thereto on or Scheduled Payments due prior to such the related Subsequent Cutoff Date), Date and any Excluded Amounts; (ii) the Financed Items related to such Contracts, including all rights of Seller under proceeds from any physical damage sale or other individual insurance policy disposition of such Financed Items (including a “forced placed” policy, if anybut subject to the exclusion and release herein of Excluded Amounts), any debt insurance policy or any debt cancellation agreement relating to any such Subsequent Contract, an Obligor or a Motorcycle securing such Subsequent Contract, ; (iii) all security interests in each such Motorcycle, the Contract Files; (iv) all documents contained payments made or to be made in the related Subsequent Contract Files, future with respect to such Contracts or the Obligor thereunder under any Program Agreements and under any guarantee or similar credit enhancement with respect to such Contracts; (v) all rights of Seller in the Lockbox, Lockbox Account and related Lockbox Agreement Insurance Proceeds with respect to the extent they relate to the Subsequent Contracts, each such Contract; (vi) all rights income from and proceeds of the foregoing; and (but not vii) the obligations) security interest of the Seller under any motorcycle dealer agreements between or its affiliates in the dealers (i.e. originators of certain Subsequent Contracts) Equipment or other property securing such Contracts and the Seller, (vii) all rights of Seller to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Subsequent Contracts and (viii) all proceeds and products of the foregoingthereof. It is the intention of the Seller and the Trust Depositor that the transfer contemplated by this Agreement shall constitute a sale of the Subsequent Contracts from the Seller to the Trust Depositor, conveying good title thereto free and clear of any Liens, and that the Subsequent Contracts shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy or similar law.

Transfer of Subsequent Contracts. Subject to and upon the terms and conditions set forth in Section 2.04(b) of the Transfer and Sale Agreement and this Agreement, Seller hereby sells, transfers, assigns, sets over and otherwise conveys to Trust Depositor, in consideration of Trust Depositor’s 's payment of $[ [_______] as the purchase price therefor, (i) all the right, title and interest of Seller in and to the Subsequent Contracts listed on the related Subsequent List of Contracts (including, without limitation, all security interests and all rights to receive payments which are collected pursuant thereto on or after the applicable Subsequent Cutoff Date, including any liquidation proceeds therefrom, but excluding any rights to receive payments which were collected pursuant thereto on or prior to such the Subsequent Cutoff Date), (ii) all rights of Seller under any physical damage or other individual insurance policy (including and rights under a “forced placed” "FORCED PLACED" policy, if any), any debt insurance policy or any debt cancellation agreement ) relating to any such Subsequent ContractContracts, an Obligor or a Motorcycle securing such Subsequent Contract, (iiiii) all security interests in each such Motorcycle, (iv) all documents contained in the related Subsequent Contract Files, (v) all rights of the Seller in the Lockbox, the Lockbox Account and the related Lockbox Agreement to the extent they relate to the Subsequent such Contracts, (vi) all rights (but not the obligations) of the Seller under any related motorcycle dealer agreements between the dealers (i.e. i.e., the originators of certain Subsequent such Contracts) and the Seller, and (vii) all rights of Seller to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Subsequent Contracts and (viii) all proceeds and products of the foregoing. It is the intention of the Seller and the Trust Depositor that the transfer contemplated by this Agreement shall constitute a sale of the Subsequent Contracts from the Seller to the Trust Depositor, conveying good title thereto free and clear of any Liens, and that the Subsequent Contracts shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law.

Transfer of Subsequent Contracts. Subject to and upon the terms and conditions set forth in Section 2.04(b) of the Transfer and Sale Agreement and this Agreement, Seller hereby sells, transfers, assigns, sets over and otherwise conveys to Trust Depositor, in consideration of Trust Depositor’s 's payment of $[ ] as the purchase price therefor, (i) all the right, title and interest of Seller in and to the Subsequent Contracts listed on the related Subsequent List of Contracts (including, without limitation, all security interests and all rights to receive payments which are collected pursuant thereto after the applicable Subsequent Cutoff Date, including any liquidation proceeds therefrom, but excluding any rights to receive payments which were collected pursuant thereto on or prior to such Subsequent Cutoff Date), (ii) all rights of Seller under any physical damage or other individual insurance policy (including a “"forced placed” " policy, if any), any debt insurance policy ) or any debt cancellation agreement relating to any such Subsequent Contract, an Obligor or a Motorcycle securing such Subsequent Contract, (iii) all security interests in each such Motorcycle, (iv) all documents contained in the related Subsequent Contract Files, (v) all rights of Seller in the Lockbox, Lockbox Account and related Lockbox Agreement to the extent they relate to the Subsequent Contracts, (vi) all rights (but not the obligations) of the Seller under any motorcycle dealer agreements between the dealers (i.e. originators of certain Subsequent Contracts) and the Seller, (vii) all rights of Seller to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Subsequent Contracts and (viii) all proceeds and products of the foregoing. It is the intention of the Seller and the Trust Depositor that the transfer contemplated by this Agreement shall constitute a sale of the Subsequent Contracts from the Seller to the Trust Depositor, conveying good title thereto free and clear of any Liens, and that the Subsequent Contracts shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law.