Common use of Conveyance of Initial Receivables Clause in Contracts

Conveyance of Initial Receivables. In consideration of the Issuer's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Initial Receivables, and all moneys received thereon after the Initial Cutoff Date; (b) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Initial Receivables; (d) any proceeds from any Initial Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivables Files;

Conveyance of Initial Receivables. In consideration of CNHCR’s payment of $ (the Issuer's delivery to or upon “[Initial] Purchase Price”) in the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificates manner set out in Section 2.5(a), and the other amounts to be distributed from time to time to the Seller in accordance with consideration (including the terms of this Agreementand covenants) contained herein, the Seller CNHICA does hereby sell, transfer, assign, set over and otherwise convey to the IssuerCNHCR, without recourse (subject to the obligations set forth herein), all of its right, title title, interest in, to and interest of under (collectively, the Seller in and to:“[Initial] CNHICA Assets”): (ai) the Initial [Initial] Receivables, including all documents constituting chattel paper included therewith, and all moneys received thereon obligations of the Obligors thereunder, including all monies paid thereunder on or after the Initial [Initial] Cutoff Date; (bii) an assignment of the security interests in the Financed Vehicles Equipment granted by Obligors pursuant to the Initial [Initial] Receivables and any other interest of the Seller CNHICA in such Financed VehiclesEquipment; (ciii) any proceeds with respect to the Initial [Initial] Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles Equipment or Obligors and (to the extent not used to purchase Substitute Equipment); (iv) any proceeds from recourse to Dealers with respect to the liquidation of the Initial [Initial] Receivables; (dv) any proceeds from any Initial Receivable repurchased Financed Equipment that shall have secured the [Initial] Receivables and that shall have been acquired by a Dealer, pursuant to a Dealer Agreement, as a result or on behalf of a breach of representation or warranty in the related Dealer Agreement;CNHCR; and (e) all rights under any Service Contracts on the related Financed Vehicles; (fvi) the related Receivables Files;proceeds of any and all of the foregoing.

Conveyance of Initial Receivables. In consideration of the Issuer's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Initial Receivables, Receivables and all moneys received thereon after the Initial Cutoff Date; (b) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Initial Receivables; (d) any proceeds from any Initial Receivable repurchased by a Dealer, all rights of the Seller against Dealers pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer AgreementAgreements; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivables Files; (g) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, including the Seller's rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; and (h) the proceeds of any and all of the foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Issuer and the beneficial interest in and title to the Receivables and the other Trust 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 law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section 2.1 for the benefit of the Securityholders and the Insurer.

Conveyance of Initial Receivables. In consideration of the IssuerTransferor's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the IssuerTransferor, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Initial Receivables, and all moneys received thereon after the Initial Cutoff Date; (b) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles; (c) any vany proceeds with respect to the Initial Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the all Net Liquidation Proceeds with respect to such Initial Receivables; (d) any proceeds from any Initial Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (fe) the related Receivables Files;; and (f) the proceeds of any and all of the foregoing (the items specified in clauses (a) through (e) are referred to herein as the "Transferor Property").

Conveyance of Initial Receivables. In consideration of the Issuer's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Initial Receivables, Receivables and all moneys received thereon after the Initial Cutoff Date; (b) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Initial Receivables; (d) any proceeds from any Initial Receivable repurchased by a Dealer, all rights of the Seller against Dealers pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer AgreementAgreements; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivables Files; (g) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, including the Seller's rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit and CP Funding under the Purchase Agreement; and (h) the proceeds of any and all of the foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Issuer and the beneficial interest in and title to the Receivables and the other Trust 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 law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.

Conveyance of Initial Receivables. In consideration of the --------------------------------- Issuer's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Initial Receivables, Receivables and all moneys received thereon after the Initial Cutoff Date; (b) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Initial Receivables; (d) any proceeds from any Initial Receivable repurchased by a Dealer, all rights of the Seller against Dealers pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer AgreementAgreements; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivables Files;

Conveyance of Initial Receivables. In consideration of the Issuer's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Initial Receivables, Receivables and all moneys received thereon after the Initial Cutoff Date; (b) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Initial Receivables; (d) any proceeds from any Initial Receivable repurchased by a Dealer, all rights of the Seller against Dealers pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer AgreementAgreements; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivables Files; (g) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, including the Seller's rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; and (h) the proceeds of any and all of the foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Issuer and the beneficial interest in and title to the Receivables and the other Trust 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 law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.

Conveyance of Initial Receivables. In consideration of CNHCR’s payment of $[ ] (the Issuer's delivery to or upon “[Initial] Purchase Price”) in the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificates manner set out in Section 2.5(a), and the other amounts to be distributed from time to time to the Seller in accordance with consideration (including the terms of this Agreementand covenants) contained herein, the Seller CNHICA does hereby sell, transfer, assign, set over and otherwise convey to the IssuerCNHCR, without recourse (subject to the obligations set forth herein), all of its right, title title, interest in, to and interest of under (collectively, the Seller in and to:“[Initial] CNHICA Assets”): (ai) the Initial [Initial] Receivables, including all documents constituting chattel paper included therewith, and all moneys received thereon obligations of the Obligors thereunder, including all monies paid thereunder on or after the Initial [Initial] Cutoff Date; (bii) an assignment of the security interests in the Financed Vehicles Equipment granted by Obligors pursuant to the Initial [Initial] Receivables and any other interest of the Seller CNHICA in such Financed VehiclesEquipment; (ciii) any proceeds with respect to the Initial [Initial] Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles Equipment or Obligors and (to the extent not used to purchase Substitute Equipment); (iv) any proceeds from recourse to Dealers with respect to the liquidation of the Initial [Initial] Receivables; (dv) any proceeds from any Initial Receivable repurchased Financed Equipment that shall have secured the [Initial] Receivables and that shall have been acquired by a Dealer, pursuant to a Dealer Agreement, as a result or on behalf of a breach of representation or warranty in the related Dealer Agreement;CNHCR; and (e) all rights under any Service Contracts on the related Financed Vehicles; (fvi) the related Receivables Files;proceeds of any and all of the foregoing.

Conveyance of Initial Receivables. In consideration of the IssuerTrustee's delivery to to, or upon the order of, the Seller of executed and authenticated Certificates, in authorized denominations, in an aggregate amount equal to the sum of the Seller on the Closing Date of the net proceeds from the sale of the Notes Original Class A Certificate Balance and the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementOriginal Class B Certificate Balance, the Seller does hereby sell, transfer, assign, set over assign and otherwise convey to the IssuerTrustee, in trust for the benefit of the Certificateholders, without recourse (subject to the Seller's obligations set forth herein), ): (i) all right, title and interest of the Seller in and to: (a) to the Initial Receivables, Receivables listed in Schedule A hereto and all moneys received monies due thereon and paid thereon or in respect thereof (including proceeds of the repurchase of Initial Receivables by the Seller pursuant to Section 12.02 or 21.02 of the Standard Terms and Conditions or the repurchase of Initial Receivables by the Servicer, or any successor to the Servicer, pursuant to Section 13.07 or 21.02 of the Standard Terms and Conditions) on or after the Initial Cutoff Date, exclusive of Accrued Interest as of the opening of business on the Initial Cutoff Date; (bii) an assignment the interest of the Seller in the security interests in the related Financed Vehicles granted by the related Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Initial Receivables; (diii) the interest of the Seller in any Liquidation Proceeds, in any proceeds from of any Initial Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty physical damage insurance policies covering the Financed Vehicles and in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivables Files;any

Conveyance of Initial Receivables. In consideration of the IssuerPurchaser's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, $176,250,000 the Seller does hereby sell, transfer, assign, set over and otherwise convey to the IssuerPurchaser, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to:to (collectively, the "Initial Receivables Property"): (ai) the Initial Receivables, and all moneys monies representing interest payments and principal payments received thereon thereunder on and after the Initial Cutoff Date; (bii) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles; (ciii) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Initial Receivables; (div) any proceeds from any Initial Receivable Receivables repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (ev) all of the Seller's rights under any Service Contracts extended warranty service contracts on the related Financed Vehicles; (fvi) the related Receivables Files;; and (vii) the proceeds of any and all of the foregoing.

Conveyance of Initial Receivables. In consideration of the Issuer's --------------------------------- delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Initial Receivables, Receivables and all moneys received thereon after the Initial Cutoff Date; (b) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Initial Receivables; (d) any proceeds from any Initial Receivable repurchased by a Dealer, all rights of the Seller against Dealers pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer AgreementAgreements; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivables Files; (g) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, including the Seller's rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit and CP Funding under the Purchase Agreement; and (h) the proceeds of any and all of the foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Issuer and the beneficial interest in and title to the Receivables and the other Trust 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 law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.

Conveyance of Initial Receivables. In consideration of the Issuer's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Initial Receivables, and all moneys received thereon after the Initial Cutoff Date; (b) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Initial Receivables; (d) any proceeds from any Initial Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivables Files;

Conveyance of Initial Receivables. In consideration of the Issuer's delivery to or upon the order payment of the Seller on Initial Purchase Price and its agreement to pay the Closing Date portion of the net proceeds from the sale of the Notes and the Certificates and the other amounts to be distributed from time to time Residual Purchase Price allocable to the Seller Initial Receivables as provided in accordance with the terms of this AgreementSection 2.4, the Seller does hereby hereby: (a) sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse Issuer (subject to the obligations set forth herein), herein including the obligation of the Seller to service the Initial Receivables) all of its right, title and interest of in, to and under the Seller in and tofollowing: (ai) the Initial Receivables, including all documents constituting chattel paper included therewith, and all obligations of the Obligors thereunder, including all moneys received thereon paid thereunder after the Initial Cutoff Cut-Off Date; (bii) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and any other interest interests of the Seller in such Financed Vehicles; (ciii) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering the related Financed Vehicles or Obligors and Obligors; (iv) any proceeds from the liquidation of recourse to Dealers with respect to the Initial Receivables; (dv) any proceeds from any Initial Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on for the related Financed Vehicles; (fvi) the related Receivables Files;; and (vii) all proceeds of any and all of the foregoing including the related Recoveries; and (b) agree to act as initial Servicer hereunder and to service the Initial Receivables and other property sold hereunder in accordance with the terms of this Agreement and to pay all costs and expenses of the Issuer incurred in connection with the completion of this Agreement.

Conveyance of Initial Receivables. In consideration of the IssuerTransferor's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the IssuerTransferor, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Initial Receivables, and all moneys received thereon after the Initial Cutoff DateDate and all Net Liquidation Proceeds with respect to such Receivables; (b) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds with respect to the Initial Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Initial Receivables; (d) any proceeds from any Initial Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (fe) the related Receivables Files;; and (f) the proceeds of any and all of the foregoing (the items specified in clauses (a) through (e) are referred to herein as the "TRANSFEROR PROPERTY"). In connection with such sale, the Seller agrees to record and file, at its own expense, financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables for the sale of accounts and chattel paper meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Receivables to the Issuer. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other Transferor Property from the Seller to the Transferor and the beneficial interest in and title to the Receivables and the other Transferor 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 law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement and the Seller does hereby grant a security interest in the property referred to in this Section 2.1 for the benefit of the Transferor.

Conveyance of Initial Receivables. In consideration of the Issuer's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Initial Receivables, Receivables and all moneys received thereon after the Initial Cutoff Date; (b) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Initial Receivables; (d) any proceeds from any Initial Receivable repurchased by a Dealer, Dealer pursuant to a Dealer Agreement, Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivables Files; (g) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, including the Seller's rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (h) the proceeds of any and all of the foregoing; (i) all of the Seller's (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (j) all proceeds and investments with respect to items (a) through (i). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Issuer and the beneficial interest in and title to the Receivables and the other Trust 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 law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.

Conveyance of Initial Receivables. In consideration of the Issuer's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Initial Receivables, Receivables and all moneys received thereon after the Initial Cutoff Date; (b) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Initial Receivables; (d) any proceeds from any Initial Receivable repurchased by a Dealer, Dealer pursuant to a Dealer Agreement, Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivables Files; (g) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, including the Seller's rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; and (h) the proceeds of any and all of the foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Issuer and the beneficial interest in and title to the Receivables and the other Trust 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 law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.

Conveyance of Initial Receivables. In consideration of the Issuer's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Initial Receivables, Receivables and all moneys received thereon after the Initial Cutoff Date; (b) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Initial Receivables; (d) any proceeds from any Initial Receivable repurchased by a Dealer, Dealer pursuant to a Dealer Agreement, Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivables Files; (g) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, including the Seller's rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit and CP Funding under the Purchase Agreement; and (h) the proceeds of any and all of the foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Issuer and the beneficial interest in and title to the Receivables and the other Trust 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 law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.

Conveyance of Initial Receivables. In consideration of the Issuer's delivery to or upon the order of the Seller on Transferor of (i) $304,203,000 and (ii) Class B Notes in the Closing Date principal amount of the net proceeds from the sale of the Notes and the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement$26,452,783, the Seller Transferor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), ) all right, title and interest of the Seller Transferor in and toto the following, whether now owned or hereafter acquired: (a) all right, title and interest of the Transferor, in and to the Initial Receivables, and all moneys (including accrued interest) due or to become due, or received thereon thereunder on or after the Initial Cutoff Cut-off Date; (b) an assignment the interest of the security interests Transferor in the Trust Accounts and all monies, instruments, documents, securities and other property held in or credited thereto; (c) the interest of the Transferor in the Financed Vehicles Equipment granted by Obligors pursuant to the Initial Receivables and any other Receivables; (d) the interest of the Seller Transferor in such Financed Vehicles; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles Equipment or Obligors and any proceeds from the liquidation of the Initial Receivables; (d) any proceeds from any Initial Receivable repurchased by a Dealer, pursuant with respect to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer AgreementFinanced Equipment; (e) all right, title and interest of the Transferor in and to the Contribution and Sale Agreement, including the right of the Transferor to cause MCC to reacquire Receivables from the Transferor under certain circumstances, the rights of the Transferor to enforce the Contribution and Sale Agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under any Service Contracts on or with respect to the related Financed Vehicles;Contribution and Sale Agreement to the same extent as the Transferor could but for the assignment and security interest granted to the Indenture Trustee for the benefit of the Noteholders; and (f) the related Receivables Files;proceeds of any and all of the foregoing.

Conveyance of Initial Receivables. In consideration of the Issuer's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Initial Receivables, and all moneys received thereon after the Initial Cutoff Date; (b) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Initial Receivables; (d) any proceeds from any Initial Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivables Files; (g) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, including the Seller's rights under the Purchase Agreement, and the delivery requirements, the representations and warranties and the cure and repurchase obligations of TMS Auto Finance under the Purchase Agreement; and (h) the proceeds of any and all of the foregoing (the items specified in clauses (a) through (h) are referred to herein as the "Trust Property"). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the other Trust 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 law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section 2.1 for the benefit of the Noteholders, the Certificateholders and the Security Insurer.

Conveyance of Initial Receivables. In consideration of the Issuer's delivery to or upon the order of the Seller on Transferor of (i) [$______________], and (ii) Class B Notes in the Closing Date principal amount of the net proceeds from the sale of the Notes and the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement[$________], the Seller Transferor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), ) all right, title and interest of the Seller Transferor in and toto the following, whether now owned or hereafter acquired: (a) all right, title and interest of the Transferor, in and to the Initial Receivables, and all moneys (including accrued interest) due or to become due, or received thereon thereunder on or after the Initial Cutoff Cut-off Date; (b) an assignment the interest of the security interests Transferor in the Trust Accounts and all monies, instruments, documents, securities and other property held in or credited thereto; (c) the interest of the Transferor in the Financed Vehicles Equipment granted by Obligors pursuant to the Initial Receivables and any other Receivables; (d) the interest of the Seller Transferor in such Financed Vehicles; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles Equipment or Obligors and any proceeds from the liquidation of the Initial Receivables; (d) any proceeds from any Initial Receivable repurchased by a Dealer, pursuant with respect to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer AgreementFinanced Equipment; (e) all right, title and interest of the Transferor in and to the Contribution and Sale Agreement, including the right of the Transferor to cause MCC to reacquire Receivables from the Transferor under certain circumstances, the rights of the Transferor to enforce the Contribution and Sale Agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under any Service Contracts on or with respect to the related Financed Vehicles;Contribution and Sale Agreement to the same extent as the Transferor could but for the assignment and security interest granted to the Indenture Trustee for the benefit of the Noteholders; and (f) the related Receivables Files;proceeds of any and all of the foregoing.

Conveyance of Initial Receivables. In consideration of the Issuer's ’s delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Initial Receivables, Receivables and all moneys received thereon after the Initial Cutoff Date; (b) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Initial Receivables; (d) any proceeds from any Initial Receivable repurchased by a Dealer, Dealer pursuant to a Dealer Agreement, Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivables Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, including the Seller’s rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (h) the proceeds of any and all of the foregoing; (i) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (j) all proceeds and investments with respect to items (a) through (i). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed 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 law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.