Common use of Transfer of Subsequent Contracts Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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