Common use of Contribution of Contracts Clause in Contracts

Contribution of Contracts. (a) On the Closing Date, the Seller hereby agrees to convey, transfer and absolutely contribute, without recourse (except as specifically set forth herein), subject to the obligations herein, to the Depositor, and the Depositor agrees to accept from the Seller, all of the right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following (collectively, the “Initial Contributed Property”): (i) the Initial Contracts; (ii) all amounts received on or in respect of the Contracts after the applicable Cutoff Date (except that interest accrued on the Contracts prior to the applicable Cutoff Date and received after such Cutoff Date will be remitted by the Depositor to the Seller); (iii) the security interests in the Financed Vehicles; (iv) any proceeds from claims on or refunds of premiums with respect to extended warranties or physical damage, theft, credit life and credit disability insurance policies relating to the Financed Vehicles or the related Obligors; (v) any Liquidation Proceeds; (vi) the Contract Files; and (vii) 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. (b) On each Additional Contract Purchase Date, subject to the terms and conditions of this Agreement, the Seller will convey, transfer and absolutely contribute, without recourse (except as specifically provided herein), to the Depositor, and the Depositor agrees to accept from the Seller, such Additional Contracts and additional contributed property of the type described in clauses (ii) through (vii) of Section 2.1(a) herein (the “Additional Contributed Property” and, together with the Initial Contributed Property, the “Contributed Property”) as the Seller may specify by written notice to the Indenture Trustee, the Owner Trustee, the Trust and the Depositor. (c) The Seller and the Depositor intend that each transfer of Contributed Property contemplated by Section 2.1(a) and Section 2.1(b) constitutes a contribution of the Contributed Property, conveying good title to the related Contributed Property, from the Seller to the Depositor. Notwithstanding the foregoing, in the event that the Contracts are held to be property of the Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Contracts and the other Contributed Property, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the Relevant UCC; (ii) The transfers provided for in this Section 2.1 shall be deemed to be a grant by the Seller, and the Seller hereby grants to the Depositor, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Contracts and the other Contributed Property, to secure such indebtedness and the performance of the obligations of the Seller hereunder; (iii) The possession by the Seller of the Contract Files and any other property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the Relevant UCC; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of, the Depositor for the purpose of perfecting such security interest under the Relevant UCC. (d) The conveyance, transfer and absolute contribution of the Contributed Property made under and pursuant to this Section 2.1 shall not constitute and is not intended to result in an assumption by the Depositor of any obligation of the Seller to the Obligors or any other Person in connection with the Contracts and the other Contributed Property or any agreement, document or instrument related thereto. (e) Upon each of the transfers of the Contributed Property pursuant to this Section 2.1, the Seller shall clearly ▇▇▇▇ its files, documents, books and any other records (including computer records) in the Seller’s control pertaining to the Contributed Property, in order to indicate that the Contributed Property has been conveyed, transferred and absolutely contributed to the Depositor. (f) The Depositor’s obligation to accept as a contribution the Additional Contributed Property pursuant to Section 2.1(b) is subject to satisfaction on or before the related Additional Contract Purchase Date of the following conditions precedent: (i) each of the representations and warranties of the Seller made pursuant to Section 2.2 with respect to the Contributed Contracts shall be true and correct as of the Additional Contract Purchase Date; (ii) the Seller shall have executed and delivered to the Depositor written assignments in the form of Exhibit A hereto conveying such Additional Contracts and Additional Contributed Property to the Depositor; (iii) release letters and related UCC-3 termination statements and/or amendment statements (for each appropriate jurisdiction), to release all security interests or similar rights of any Person in the Additional Contributed Property, including the security interests in the Financed Vehicles securing the Contracts and any proceeds of the foregoing; (iv) the Depositor shall have received the prior written consent of the Insurer; and (v) the Depositor and the Insurer shall have received such other documents as the Depositor or the Insurer may reasonably request. (g) It is explicitly agreed by the Seller and the Depositor that the Purchase Price delivered to the Seller by the Depositor pursuant to this Contribution Agreement shall (i) consist of the net proceeds from the sale of the Initial Contributed Property and Additional Contributed Property by Depositor to the Trust and (ii) be deemed to constitute a return on capital, and that the portion of the Purchase Price not conveyed by the Depositor to the Seller shall be deemed to constitute a capital contribution by the Seller to the Depositor.

Contribution of Contracts. (a) On the Closing Date, the Seller hereby agrees to convey, transfer and absolutely contribute, without recourse (except as specifically set forth herein), subject to the obligations herein, to the Depositor, and the Depositor agrees to accept from the Seller, all of the right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following (collectively, the “Initial Contributed Property”): (i) the Initial Contracts; (ii) all amounts received on or in respect of the Contracts after the applicable Cutoff Date (except that interest accrued on the Contracts prior to the applicable Cutoff Date and received after such Cutoff Date will be remitted by the Depositor to the Seller); (iii) the security interests in the Financed Vehicles; (iv) any proceeds from claims on or refunds of premiums with respect to extended warranties or physical damage, theft, credit life and credit disability insurance policies relating to the Financed Vehicles or the related Obligors; (v) any Liquidation Proceeds; (vi) the Contract Files; and (vii) 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. (b) On each Additional Contract Purchase Date, subject to the terms and conditions of this Agreement, the Seller will convey, transfer and absolutely contribute, without recourse (except as specifically provided herein), to the Depositor, and the Depositor agrees to accept from the Seller, such Additional Contracts and additional contributed property of the type described in clauses (iii) through (vii) of Section 2.1(a) herein (the “Additional Contributed Property” and, together with the Initial Contributed Property, the “Contributed Property”) as the Seller may specify by written notice to the Indenture Trustee, the Owner Trustee, the Trust and the Depositor. (c) The Seller and the Depositor intend that each transfer of Contributed Property contemplated by Section 2.1(a) and Section 2.1(b) constitutes a contribution of the Contributed Property, conveying good title to the related Contributed Property, from the Seller to the Depositor. Notwithstanding the foregoing, in the event that the Contracts are held to be property of the Seller, or if for any reason this Agreement is held or deemed to create indebtedness indebtness or a security interest in the Contracts and the other Contributed Property, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the Relevant UCC; (ii) The transfers provided for in this Section 2.1 shall be deemed to be a grant by the Seller, and the Seller hereby grants to the Depositor, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Contracts and the other Contributed Property, to secure such indebtedness and the performance of the obligations of the Seller hereunder; (iii) The possession by the Seller of the Contract Files and any other property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the Relevant UCC; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of, the Depositor for the purpose of perfecting such security interest under the Relevant UCC. (d) The conveyance, transfer and absolute contribution of the Contributed Property made under and pursuant to this Section 2.1 shall not constitute and is not intended to result in an assumption by the Depositor of any obligation of the Seller to the Obligors or any other Person in connection with the Contracts and the other Contributed Property or any agreement, document or instrument related thereto. (e) Upon each of the transfers of the Contributed Property pursuant to this Section 2.1, the Seller shall clearly ▇▇▇▇ its files, documents, books and any other records (including computer records) in the Seller’s control pertaining to the Contributed Property, in order to indicate that the Contributed Property has been conveyed, transferred and absolutely contributed to the Depositor. (f) The Depositor’s obligation to accept as a contribution purchase the Additional Contributed Property pursuant to Section 2.1(b) is subject to satisfaction on or before the related Additional Contract Purchase Date of the following conditions precedent: (i) each of the representations and warranties of the Seller made pursuant to Section 2.2 with respect to the Contributed Contracts shall be true and correct as of the Additional Contract Purchase Date; (ii) the Seller shall have executed and delivered to the Depositor written assignments in the form of Exhibit A hereto conveying such Additional Contracts and Additional Contributed Property to the Depositor; (iii) release letters and related UCC-3 termination statements and/or amendment statements (for each appropriate jurisdiction), to release all security interests or similar rights of any Person in the Additional Contributed Property, including the security interests in the Financed Vehicles securing the Contracts and any proceeds of the foregoing; (iv) the Depositor shall have received the prior written consent of the Insurer; and (v) the Depositor and the Insurer shall have received such other documents as the Depositor or the Insurer may reasonably request. (g) It is explicitly agreed by the Seller and the Depositor that the Purchase Price delivered to the Seller by the Depositor pursuant to this Contribution Agreement shall (i) consist of the net proceeds from the sale of the Initial Contributed Property and Additional Contributed Conveyed Property by Depositor to the Trust and (ii) be deemed to constitute a return on capital, and that the remaining portion of the Purchase Price not conveyed by the Depositor to the Seller shall be deemed to constitute a capital contribution by the Seller to the Depositor.