Common use of Initial Purchase Clause in Contracts

Initial Purchase. On the Initial Closing Date, subject to satisfaction of the conditions specified in Article VI and the First Step Initial Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to ▇▇▇▇, without recourse: (i) all right, title and interest of the Seller in, to and under the Initial Receivables listed on the Schedule of Initial Receivables and all monies received thereon on and after the Initial Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Initial Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Initial Receivables Assignment; (vi) the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Principal Balance on each applicable Distribution Date; and (vii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (vi) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, 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, investment property, payment intangibles, general intangibles, 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. The property described in clauses (i) through (vii) above is referred to herein collectively as the “Initial Purchased Property.”

Initial Purchase. On the Initial Closing Date, subject to satisfaction of the conditions specified in Article VI and the First Step Initial Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller GMAC shall sell, transfer, assign and otherwise convey to ▇▇▇▇, without recourse: (i) all right, title and interest of the Seller GMAC in, to and under the Initial Receivables listed on the Schedule of Initial Receivables and (A) in the case of Initial Receivables that are Scheduled Interest Receivables, all monies due thereunder on and after the Initial Cutoff Date and (B) in the case of Initial Receivables that are Simple Interest Receivables, all monies received thereon on and after the Initial Cutoff Date, in each case, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required force-placed by the Seller or the Servicer GMAC covering any related Financed Vehicle; (ii) the interest of the Seller GMAC in the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller GMAC in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller GMAC in any proceeds from recourse against Dealers on the Initial Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Initial Receivables Assignment; (vi) the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Principal Balance on each applicable Distribution Date; and (vii) all the present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (vi) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, 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, investment property, payment intangiblesintangible, general intangibles, 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. The property described in clauses (i) through (vii) above is referred to herein collectively as the “"Initial Purchased Property.”"

Initial Purchase. On the Initial Closing Date, subject to satisfaction of the conditions specified in Article VI and the First Step Initial Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to ▇▇▇▇, without recourse: (i) all right, title and interest of the Seller in, to and under the Initial Receivables listed on the Schedule of Initial Receivables and all monies received thereon on and after the Initial Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Initial Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Initial Receivables Assignment; (vi) the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Principal Balance on each applicable Distribution Date; and (vii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (vi) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, 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, investment property, payment intangiblesintangible, general intangibles, 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. The property described in clauses (i) through (vii) above is referred to herein collectively as the “Initial Purchased Property.”

Initial Purchase. On (a) From time to time from the Initial Closing Effective Date through the Commitment Termination Date, subject to satisfaction of the conditions specified Purchaser may request in Article VI writing, including, without limitation, by email (each such request an “Initial Purchase Request”), that CCLF Sub acquire one or more loans and the First Step Initial Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreementscommitments, if any, or otherwise become a lender under the applicable Credit Agreement pursuant to which such loans and commitments are made. (b) Upon receipt by CCLF Sub of such Initial Purchase Request together with any diligence, underwriting, investment committee and other similar materials (including, without limitation, a completed Excel spreadsheet substantially in the form attached hereto as Exhibit B) prepared by the Purchaser and/or its affiliates (which may be in draft form and which the Purchaser shall have no obligation to update or supplement after delivery thereof) and made available to CCLF Sub at the time of such Initial Purchase Request (it being understood that such information may be redacted to take into account any confidential or proprietary information of Purchaser), Cliffwater, on behalf of CCLF Sub, shall have the Seller shall sell, transfer, assign and otherwise convey to ▇▇▇▇, without recourse: (i) all right, title in its sole and interest of the Seller inabsolute discretion, to approve or reject such Initial Purchase Request and under to request additional information in connection therewith. Cliffwater, on behalf of CCLF Sub, shall notify the Purchaser in writing, including without limitation, by email, of its approval or rejection of such Initial Purchase Request no later than the fifth (5th) business day succeeding the date on which it receives the Initial Receivables listed on the Schedule of Purchase Request. If Cliffwater approves such Initial Receivables Purchase Request, CCLF Sub shall purchase (each, an “Initial Purchase”) such loans (and all monies received thereon on and assume any Available Unfunded Commitments associated with such loans) (each such loan, together with any loans funded by CCLF Sub after the Initial Cutoff Purchase Date thereto pursuant to an Available Unfunded Commitment assumed in connection therewith, a “Purchased Loan”) specified in such Initial Purchase Request on the terms set forth in the relevant Initial Purchase Request (the date on which CCLF Sub acquires such Purchased Loan, assumes such Available Unfunded Commitments or otherwise becomes a lender or holder, as applicable, of such Purchased Loan or Available Unfunded Commitments, an “Initial Purchase Date”); provided, exclusive of any amounts allocable that immediately after giving effect to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle; such Initial Purchase, (iiA) the interest Purchased L&C Amount shall not exceed the Commitment Amount; and (B) the aggregate Available Unfunded Commitments (excluding any such Available Unfunded Commitments that consist of Asset-Based Finance) shall not exceed 20% of the Seller cost basis of all Purchased Loans (the “Unfunded Commitment Limit”). To the extent that the Purchaser is subject to any binding commitment to fund or otherwise provide any anticipated Purchased Loan or Available Unfunded Commitment pursuant to a commitment letter or similar agreement and Cliffwater, on behalf of CCLF Sub, has approved an Initial Purchase Request with respect thereto, the Purchaser and CCLF Sub shall, at the request of the Purchaser, enter into a back-to-back commitment letter in the security interests in form attached hereto as Exhibit C (or as otherwise agreed between the Financed Vehicles granted by Obligors pursuant Purchaser and CCLF Sub) with respect to the Initial Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest Purchase of the Seller in any proceeds from claims on any physical damage, credit life, credit disability such Purchased Loans or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Initial Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Initial Receivables Assignment; (vi) the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Principal Balance on each applicable Distribution Date; and (vii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (vi) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, 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, investment property, payment intangibles, general intangibles, 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. The property described in clauses (i) through (vii) above is referred to herein collectively as the “Initial Purchased PropertyAvailable Unfunded Commitments.”

Initial Purchase. On (a) The Company agrees to sell and the Investor agrees to purchase that number of shares of Common Stock (the "Initial Shares") determined by dividing the $500,000 by the Purchase Price for the Initial Closing Shares on the Subscription Date, subject to satisfaction . (b) Upon the completion of the following conditions specified in Article VI the Initial Shares shall be released to the Investor and the First Step Initial Receivables Assignment Shares Investment Amount (andafter all fees have been paid as set forth in the Escrow Agreement) shall be released to the Company, in any event, immediately prior pursuant to consummation the terms of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to ▇▇▇▇, without recourseEscrow Agreement: (i) all right, title acceptance and interest of the Seller in, to and under the Initial Receivables listed on the Schedule of Initial Receivables and all monies received thereon on and after the Initial Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required execution by the Seller or Company and by the Servicer covering any related Financed VehicleInvestor, of this Agreement and Exhibits hereto; (ii) the interest delivery into escrow by Investor of the Seller good cleared funds in the security interests Initial Shares Investment Amount, (as more fully set forth in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and, to the extent permitted by law, any accessions theretoEscrow Agreement attached hereto as Exhibit C); (iii) the interest all representations and warranties of the Seller in any proceeds from claims on any physical damage, credit life, credit disability Investor and of the Company contained herein shall remain true and correct as of the Subscription Date and the Company shall have delivered into escrow an Officer's Certificate signed by its Chief Executive Officer certifying that all of the Company's representations and warranties herein remain true and correct as of the Closing Date and that the Company has performed all covenants and satisfied all conditions to be performed or other insurance policies covering satisfied by the related Financed Vehicles or ObligorsCompany prior to such Closing; (iv) the interest Company shall have obtained all permits and qualifications required by any state for the offer and sale of the Seller in any proceeds from recourse against Dealers on Common Stock and the Initial ReceivablesWarrant, or shall have the availability of exemptions therefrom; (v) all right, title the sale and interest issuance of the Seller inCommon Stock, Warrant, and the proposed issuance of the Common Stock underlying the Warrant shall be legally permitted by all laws and regulations to which the Investor and under the First Step Initial Receivables AssignmentCompany are subject; and all duly executed Exhibits hereto for the sale of the Securities; (vi) delivery of the right to purchase Additional Receivables during original Securities as described herein; (vii) receipt by the Revolving Period at a price equal Investor of an opinion of Broad and Cassel, counsel to the Aggregate Additional Receivables Principal Balance on each applicable Distribution DateCompany, in the form of ▇▇hibit D hereto; and (viiviii) all present and future claims, demands, causes and choses in action in respect of any or all delivery to the Company's transfer agent of the foregoing described in clauses (i) through (vi) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, 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, investment property, payment intangibles, general intangibles, condemnation awards, rights Irrevocable Instructions 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 Transfer Agent in the proceeds of any of the foregoing. The property described in clauses (i) through (vii) above is referred to herein collectively form attached hereto as the “Initial Purchased Property.”Exhibit F.

Initial Purchase. On (a) From time to time, the Purchaser may request in writing, including by email (each such request, an “Initial Closing DatePurchase Request”), subject that the Seller acquire one or more loans and related commitments or otherwise become a lender under the applicable Credit Agreement pursuant to satisfaction which such loans and commitments are made, with such loans or commitments in each case to be denominated in Dollars or any other currency mutually agreed between the Seller and the Purchaser. (b) Upon receipt by the Seller of such Initial Purchase Request together with any diligence and underwriting materials prepared by the Purchaser and/or its affiliates (which may be in draft form and which the Purchaser and its affiliates shall have no obligation to update or supplement after delivery thereof) and requested by and made available to the Seller at the time of such Initial Purchase Request (it being understood that such information may be redacted to take into account any confidential or proprietary information of the conditions specified in Article VI and the First Step Initial Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if anyPurchaser), the Seller shall sell, transfer, assign and otherwise convey to ▇▇▇▇, without recourse: (i) all have the right, title in its sole and interest absolute discretion, to approve or reject such Initial Purchase Request and to request additional information in connection therewith. The Seller shall promptly notify the Purchaser in writing, including by email, of its approval or rejection of such Initial Purchase Request. If the Seller inapproves such Initial Purchase Request, to the Seller shall purchase (each, an “Initial Purchase”) such loan(s) (and under the Initial Receivables listed on the Schedule of Initial Receivables and all monies received thereon on and assume any Available Unfunded Commitments associated with such loans) (each such loan, note or other debt instrument, together with any amounts funded after the Initial Cutoff DatePurchase Date thereto pursuant to an Available Unfunded Commitment assumed in connection therewith, exclusive of any amounts allocable to a “Loan”) specified in such Initial Purchase Request on the premium for physical damage collateral protection insurance required by terms set forth in the relevant Initial Purchase Request (the date on which the Seller acquires such Loan, assumes such Available Unfunded Commitment or the Servicer covering any related Financed Vehicle; (ii) the interest otherwise becomes a lender or holder, as applicable, of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables andsuch Loan and/or Available Unfunded Commitments, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Initial Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Initial Receivables Assignment; (vi) the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Principal Balance on each applicable Distribution Date; and (vii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (vi) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, 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, investment property, payment intangibles, general intangibles, 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. The property described in clauses (i) through (vii) above is referred to herein collectively as the an “Initial Purchased PropertyPurchase Date”).”

Initial Purchase. On (a) From time to time from the Initial Closing A&R Effective Date through the Commitment Termination Date, subject the Purchaser may request in writing, including, without limitation, by email (each such request, and including requests made to satisfaction of the conditions specified in Article VI and the First Step Initial Receivables Assignment (and, in any event, immediately Cliffwater prior to consummation of the A&R Effective Date, an “Initial Purchase Request”), that Cliffwater or CCLF Sub acquire one or more loans and related transactions contemplated by the Further Transfer and Servicing Agreementscommitments, if any, or otherwise become a lender under the applicable Credit Agreement pursuant to which such loans and commitments are made. (b) Upon receipt by CCLF Sub of such Initial Purchase Request together with any diligence, underwriting, investment committee and other similar materials (including, without limitation, a completed Excel spreadsheet substantially in the form attached hereto as Exhibit B) prepared by the Purchaser and/or its affiliates (which may be in draft form and which the Purchaser shall have no obligation to update or supplement after delivery thereof) and made available to CCLF Sub at the time of such Initial Purchase Request (it being understood that such information may be redacted to take into account any confidential or proprietary information of Purchaser), Cliffwater, on behalf of CCLF Sub, shall have the Seller shall sell, transfer, assign and otherwise convey to ▇▇▇▇, without recourse: (i) all right, title in its sole and interest absolute discretion, to approve or reject such Initial Purchase Request and to request additional information in connection therewith. Cliffwater, on behalf of CCLF Sub, shall notify the Purchaser in writing, including without limitation, by email, of its approval or rejection of such Initial Purchase Request no later than the fifth (5th) business day succeeding the date on which it receives the Initial Purchase Request. If Cliffwater approves such Initial Purchase Request, CCLF Sub shall purchase (each, an “Initial Purchase”) such loans (and assume any Available Unfunded Commitments associated with such loans) (each such loan, together with (1) any loans acquired by Cliffwater at the request of the Seller in, Purchaser prior to the A&R Effective Date and under the Initial Receivables listed on the Schedule of Initial Receivables and all monies received thereon on and (2) any loans funded by Cliffwater or CCLF Sub after the Initial Cutoff Purchase Date thereto pursuant to an Available Unfunded Commitment assumed in connection therewith, a “Purchased Loan”) specified in such Initial Purchase Request on the terms set forth in the relevant Initial Purchase Request (the date on which Cliffwater acquired or CCLF Sub acquires such Purchased Loan, assumes such Available Unfunded Commitments or otherwise becomes a lender or holder, as applicable, of such Purchased Loan or Available Unfunded Commitments, an “Initial Purchase Date”); provided, exclusive of any amounts allocable that immediately after giving effect to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle; such Initial Purchase, (iiA) the interest Purchased L&C Amount shall not exceed the Commitment Amount; and (B) the aggregate Available Unfunded Commitments (excluding any such Available Unfunded Commitments that consist of Asset-Based Finance) shall not exceed 20% of the Seller cost basis of all Purchased Loans (the “Unfunded Commitment Limit”). To the extent that the Purchaser is subject to any binding commitment to fund or otherwise provide any anticipated Purchased Loan or Available Unfunded Commitment pursuant to a commitment letter or similar agreement and Cliffwater, on behalf of CCLF Sub, has approved an Initial Purchase Request with respect thereto, the Purchaser and CCLF Sub shall, at the request of the Purchaser, enter into a back-to-back commitment letter in the security interests in form attached hereto as Exhibit C (or as otherwise agreed between the Financed Vehicles granted by Obligors pursuant Purchaser and CCLF Sub) with respect to the Initial Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest Purchase of the Seller in any proceeds from claims on any physical damage, credit life, credit disability such Purchased Loans or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Initial Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Initial Receivables Assignment; (vi) the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Principal Balance on each applicable Distribution Date; and (vii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (vi) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, 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, investment property, payment intangibles, general intangibles, 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. The property described in clauses (i) through (vii) above is referred to herein collectively as the “Initial Purchased PropertyAvailable Unfunded Commitments.”

Initial Purchase. On the Initial Closing Date, subject to satisfaction of the conditions specified in Article VI and the First Step Initial Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller GMAC shall sell, transfer, assign and otherwise convey to ▇▇▇▇, without recourse: (i) all right, title and interest of the Seller GMAC in, to and under the Initial Receivables listed on the Schedule of Initial Receivables and (A) in the case of Initial Receivables that are Scheduled Interest Receivables, all monies due thereunder on and after the Initial Cutoff Date and (B) in the case of Initial Receivables that are Simple Interest Receivables, all monies received thereon on and after the Initial Cutoff Date, in each case, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required force-placed by the Seller or the Servicer GMAC covering any related Financed Vehicle; (ii) the interest of the Seller GMAC in the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller GMAC in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller GMAC in any proceeds from recourse against Dealers on the Initial Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Initial Receivables Assignment; (vi) the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Discounted Principal Balance on each applicable Distribution DateBalance; and (vii) all present and future claims, demands, causes and choses the interest of GMAC in action in respect of any or all proceeds of the foregoing property described in clauses (i) through and (viii) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, 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, investment property, payment intangibles, general intangibles, 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 foregoingabove. The property described in clauses (i) through (vii) above is referred to herein collectively as the “"Initial Purchased Property.”"

Initial Purchase. On the Initial [Initial] Closing Date, subject to satisfaction of the conditions specified in Article VI V and the First Step Initial Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to ▇▇▇▇Ally Auto, without recourse: (i) all right, title and interest of the Seller in, to and under the Initial [Initial] Receivables listed on the Schedule of Initial Receivables and all monies received thereon on and after the Initial [Initial] Cutoff DateDate or with respect to a Substitute Receivable, the related Substitute, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial [Initial] Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Initial [Initial] Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Initial Receivables Assignment; (vi) [the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Principal Balance on each applicable Distribution Date; ;] and (vii) [all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (vi) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, 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, investment property, payment intangiblesintangible, general intangibles, 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]. The property described in clauses (i) through (vii) above is referred to herein collectively as the “[Initial ]Purchased Property.”

Initial Purchase. On the Initial Closing Datesuch date as is acceptable to ▇▇▇▇ and GMAC, subject to satisfaction of the conditions specified in Article VI and the First Step Initial Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Second Step Transfer and Servicing Agreements, if any), the Seller GMAC shall sell, transfer, assign and otherwise convey to ▇▇▇▇, without recourse: (i) all right, title and interest of the Seller GMAC in, to and under the Initial Receivables listed on the Schedule of Initial Receivables and (A) in the case of Initial Receivables that are Scheduled Interest Receivables, all monies due thereunder on and after the Initial Cutoff Date and (B) in the case of Initial Receivables that are Simple Interest Receivables, all monies received thereon on and after the Initial Cutoff Date, in each case, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required force-placed by the Seller or the Servicer GMAC covering any related Financed Vehicle; (ii) the interest of the Seller GMAC in the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and, to the extent permitted by law, any accessions thereto; (iii) except for those Initial Receivables originated in Wisconsin, the interest of the Seller GMAC in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller GMAC in any proceeds from recourse against Dealers on the Initial Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Initial Receivables Assignment; (vi) the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Discounted Principal Balance on each applicable Distribution DateBalance; and (viivi) all present and future claims, demands, causes and choses the interest of GMAC in action in respect of any or all proceeds of the foregoing property described in clauses (i) and (ii) above. The property described in clauses (i) through (vi) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, 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, investment property, payment intangibles, general intangibles, 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. The property described in clauses (i) through (vii) above is referred to herein collectively as the “"Initial Purchased Property.”"

Initial Purchase. On The obligation of the Initial Closing Date, Purchaser to complete the initial Purchase under this Agreement is subject to satisfaction of the conditions specified precedent that on or before the initial Closing Date the Purchaser shall have received each of the following, in Article VI form and substance satisfactory to the Purchaser or its counsel, each of which conditions precedent is for the sole benefit of the Purchaser and may be waived by it at any time: (1) executed copies of this Agreement; (2) executed copies of the Terms Schedule in respect of such Purchase and the First Step Initial Receivables other Related Documents; (3) certificates of status, good standing or compliance, as appropriate, with respect to the Seller and Chrysler Financial issued by their respective jurisdictions of incorporation and by each province in which the Seller carries on business and in which the Secured Loans forming part of the Purchased Assets were originated; (4) an Officer's Certificate from each of the Seller and Chrysler Financial relating to their respective constating documents and certified copies of all necessary corporate authorizations of the Seller and Chrysler Financial to authorize the execution, delivery and performance of this Agreement and the Terms Schedule relating to such initial Purchase, of the Related Documents to which it is a party and of the transactions contemplated hereby and thereby; (5) an Officer's Certificate of each of the Seller and Chrysler Financial as to the names and true signatures of the officers authorized to sign this Agreement and the Related Documents on its behalf, on which Officer's Certificates the Purchaser shall be entitled to conclusively rely in respect of all Purchases until such time as the Purchaser receives from the Seller or Chrysler Financial, as the case may be, a replacement Officer's Certificate meeting the requirements of this Section 4.1(a)(5); (6) an Officer's Certificate of the Seller to the effect that (A) the representations and warranties set out in Section 5.1 are true and correct, and (B) no event has occurred and is continuing, or would result from the Purchase, which constitutes a Significant Event; (7) an Officer's Certificate of Chrysler Financial to the effect that (A) the representations and warranties set out in Section 5.2 are true and correct, and (B) no event has occurred and is continuing, or would result from the Purchase, which constitutes a Significant Event; (8) an Officer's Certificate of the Seller addressed to the Purchaser and to counsel to the Purchaser as to certain factual matters in support of the opinion referred to in Section 4.1(a)(16) and as to the forms of retail instalment sale contract evidencing Secured Loans now in use by Dealers in Canada; (9) executed copies of the relevant Assignment; (10) copies of properly completed and duly registered financing statements or financing change statements, or verification statements evidencing such registration, assignments or other public filings with respect to the Purchaser's ownership interest in the Purchased Assets, with registration particulars stamped thereon, dated before the Closing Date, naming the Seller, as seller, assignor, "debtor" (as such term is used under the applicable Personal Property Security Act to describe the assignor under an absolute assignment of an account or book debt) or transferor, as appropriate, and the Purchaser, as purchaser, assignee, "secured party" (as such term is used under the applicable Personal Property Security Act to describe the assignee under an absolute assignment of an account or book debt) or transferee, as appropriate, and any other similar instruments or documents as may be necessary or advisable, in the reasonable opinion of the Purchaser or its counsel, to perfect the sale to the Purchaser of the Purchaser's ownership interest in the Purchased Assets and to record or protect the Purchaser's ownership interest in the Purchased Assets; (11) an Advance Ruling Certificate under the Competition Act (Canada) in respect of such Purchase contemplated herein, if required; (12) an executed copy of the applicable Cap Agreement, including the confirmation relating thereto, in form and substance satisfactory to the Purchaser and its counsel, relating to the Purchase; (13) an Officer's Certificate of the Financial Services Agent confirming that one or more Liquidity Agreements and one or more Credit Support Agreements, each on terms and conditions and in form and substance satisfactory to the Purchaser in its sole discretion, are in full force and effect; (14) an Officer's Certificate of the Financial Services Agent confirming that no event has occurred and is continuing which, under the terms of the Financial Services Agreement or the Trust Indenture, would prevent the Purchaser from issuing additional Notes and that all conditions precedent under the Trust Indenture to the issuance of Notes in respect of the Purchase have been satisfied; (15) favourable opinions of counsel for the Seller and the General Counsel for Chrysler Financial in substantially the form of Exhibits 4.1(a)(15)-A and 4.1(a)(15)-B respectively; (16) the favourable opinion of counsel to the Purchaser as to whether the provisions of this Agreement and each Assignment (contemplated thereby are sufficient to effect and, in any event, immediately prior to consummation respect of the related transactions contemplated by the Further Transfer and Servicing Agreementsinitial Assignment, if any)do effect, as between the Seller shall selland the Purchaser, transfer, assign and otherwise convey a valid sale to ▇▇▇▇, without recourse: (i) the Purchaser of all of the Seller's right, title and interest of the Seller in, to and under the Initial Receivables listed on Secured Loans and Secured Loan Rights specified in such Assignment and as to such other matters as the Schedule Purchaser and its counsel may reasonably consider necessary or appropriate; (17) such other approvals, opinions or documents as the Purchaser may reasonably request, including, without limitation, opinions of Initial Receivables and all monies received thereon on and after the Initial Cutoff Date, exclusive of any amounts allocable local counsel as to the premium for physical damage collateral protection insurance required registration or filing of the applicable Assignment or notice thereof and such other matters as the Purchaser may reasonably require; (18) a financial advisory fee in the amount set forth in the Terms Schedule, inclusive of applicable goods and services taxes, payable by the Seller or the Servicer covering any related Financed Vehicle; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and, to Financial Services Agent in connection with the extent permitted by law, any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Initial Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Initial Receivables Assignment; (vi) the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Principal Balance on each applicable Distribution DatePurchase; and (vii19) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (vi) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, 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, investment property, payment intangibles, general intangibles, 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 a structuring fee in the proceeds of any of amount set forth in the foregoing. The property described Terms Schedule payable by the Seller to the Financial Services Agent in clauses (i) through (vii) above is referred to herein collectively as connection with the “Initial Purchased PropertyPurchase.”

Initial Purchase. On (a) From time to time prior to the Initial Closing Commitment Termination Date, subject to satisfaction of the conditions specified Purchaser may request in Article VI writing, including, without limitation, by email (each such request, an “Initial Purchase Request”), that the Seller acquire one or more loans and the First Step Initial Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreementscommitments, if any, or otherwise become a lender under the applicable Credit Agreement pursuant to which such loans and commitments are made. (b) Upon receipt by the Seller of such Initial Purchase Request together with any diligence, underwriting, investment committee and other similar materials (including, without limitation, a completed Excel spreadsheet substantially in the form attached hereto as Exhibit A) prepared by the Purchaser and/or its affiliates (which may be in draft form and which the Purchaser shall have no obligation to update or supplement after delivery thereof) and made available to the Seller at the time of such Initial Purchase Request (it being understood that such information may be redacted to take into account any confidential or proprietary information of Purchaser), the Seller shall sell, transfer, assign and otherwise convey to ▇▇▇▇, without recourse: (i) all have the right, title in its sole and interest absolute discretion, to approve or reject such Initial Purchase Request and to request additional information in connection therewith. The Seller shall notify the Purchaser in writing, including without limitation, by email, of its approval or rejection of such Initial Purchase Request no later than the fifth (5th) business day succeeding the date on which it receives the Initial Purchase Request. If the Seller inapproves such Initial Purchase Request, to the Seller shall purchase (each, an “Initial Purchase”) such loans (and under the Initial Receivables listed on the Schedule of Initial Receivables and all monies received thereon on and assume any Available Unfunded Commitments associated with such loans) (each such loan, together with any loans funded after the Initial Cutoff DatePurchase Date thereto pursuant to an Available Unfunded Commitment assumed in connection therewith, exclusive of any amounts allocable to a “Purchased Loan”) specified in such Initial Purchase Request on the premium for physical damage collateral protection insurance required by terms set forth in the relevant Initial Purchase Request (the date on which the Seller acquires such Purchased Loan, assumes such Available Unfunded Commitments or the Servicer covering any related Financed Vehicle; otherwise becomes a lender or holder, as applicable, of such Purchased Loan or Available Unfunded Commitments, an “Initial Purchase Date”); provided, that immediately after giving effect to such Initial Purchase, (iiA) the interest sum of the Seller in aggregate outstanding funded principal amount of each Purchased Loan plus any Available Unfunded Commitments associated with each such Purchased Loan shall not exceed the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and, to the extent permitted by law, any accessions thereto; Commitment Amount; and (iiiB) the interest aggregate Available Unfunded Commitments shall not exceed 20% of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; cost basis of all Purchased Loans (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Initial Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Initial Receivables Assignment; (vi) the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Principal Balance on each applicable Distribution Date; and (vii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (vi) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, 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, investment property, payment intangibles, general intangibles, 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. The property described in clauses (i) through (vii) above is referred to herein collectively as the “Initial Purchased PropertyUnfunded Commitment Limit”).”

Initial Purchase. On the Initial Closing Datesuch date as is acceptable to CARI and GMAC, subject to satisfaction of the conditions specified in Article ▇▇▇icle VI and the First Step Initial Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller GMAC shall sell, transfer, assign and otherwise convey to ▇▇▇▇CARI, without recourse: (i) all right, title and interest of the Seller intere▇▇ ▇f GMAC in, to and under the Initial Receivables listed on the Schedule of Initial Receivables and (A) in the case of Initial Receivables that are Scheduled Interest Receivables, all monies due thereunder on and after the Initial Cutoff Date and (B) in the case of Initial Receivables that are Simple Interest Receivables, all monies received thereon on and after the Initial Cutoff Date, in each case, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required force-placed by the Seller or the Servicer GMAC covering any related Financed Vehicle; (ii) the interest of the Seller GMAC in the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and, to the extent permitted by law, any accessions thereto; (iii) except for those Initial Receivables originated in Wisconsin, the interest of the Seller GMAC in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller GMAC in any proceeds from recourse against Dealers on the Initial Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Initial Receivables Assignment; (vi) the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Discounted Principal Balance on each applicable Distribution DateBalance; and (vii) all present and future claims, demands, causes and choses the interest of GMAC in action in respect of any or all proceeds of the foregoing property described in clauses (i) through and (viii) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, 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, investment property, payment intangibles, general intangibles, 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 foregoingabove. The property described in clauses (i) through (vii) above is referred to herein collectively as the “"Initial Purchased Property.”"