"Conveyance") without recourse (but
without limitation of its obligations in this Agreement), and HARC shall
purchase, all right, title and interest of Seller in and to:
(I)
EACH AND EVERY RECEIVABLE LISTED FROM TIME TO TIME ON
SCHEDULE A HERETO OR TO EACH RELATED RECEIVABLES PURCHASE AGREEMENT SUPPLEMENT
AND ALL MONIES PAID OR PAYABLE THEREON OR IN RESPECT THEREOF ON OR AFTER THE
RELATED CUTOFF DATE (INCLUDING AMOUNTS DUE ON OR BEFORE THE RELATED CUTOFF DATE
BUT RECEIVED BY SELLER ON OR AFTER SUCH DATE);
(II)
THE SECURITY INTERESTS IN THE RELATED FINANCED VEHICLES
GRANTED BY OBLIGORS PURSUANT TO SUCH RECEIVABLES AND ANY OTHER INTEREST OF
SELLER IN SUCH FINANCED VEHICLES;
(III)
ALL RIGHTS OF SELLER AGAINST DEALERS PURSUANT TO DEALER
AGREEMENTS OR DEALER ASSIGNMENTS RELATED TO SUCH RECEIVABLES;
(IV)
ANY PROCEEDS AND THE RIGHT TO RECEIVE PROCEEDS WITH RESPECT TO
SUCH 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;
(V)
ALL RIGHTS OF SELLER UNDER ANY SERVICE CONTRACTS ON THE
RELATED FINANCED VEHICLES;
(VI)
ANY PROCEEDS AND THE RIGHT TO RECEIVE PROCEEDS WITH RESPECT TO
THE RELATED RECEIVABLES FROM CLAIMS ON ANY PHYSICAL DAMAGE, LOSS, CREDIT LIFE OR
DISABILITY INSURANCE POLICIES, IF ANY, COVERING FINANCED VEHICLES OR OBLIGORS,
INCLUDING REBATES OF INSURANCE PREMIUMS RELATING TO THE RECEIVABLES AND ANY
PROCEEDS FROM THE LIQUIDATION OF SUCH RECEIVABLES;
3
(VII)
ALL ITEMS CONTAINED IN THE RECEIVABLES FILES WITH RESPECT TO
SUCH RECEIVABLES AND ANY AND ALL OTHER DOCUMENTS THAT SELLER OR MASTER SERVICER
KEEPS ON FILE IN ACCORDANCE WITH ITS CUSTOMARY PROCEDURES RELATING TO THE
RELATED RECEIVABLES, OR THE RELATED FINANCED VEHICLES OR OBLIGOR;
(VIII)
ALL PROPERTY (INCLUDING THE RIGHT TO RECEIVE FUTURE NET
LIQUIDATION PROCEEDS) THAT SECURES EACH RELATED RECEIVABLE AND THAT HAS BEEN
ACQUIRED BY OR ON BEHALF OF HARC PURSUANT TO THE LIQUIDATION OF SUCH RECEIVABLE;
AND
(IX)
ALL PRESENT AND FUTURE CLAIMS, DEMANDS, CAUSES AND CHOSES IN
ACTION IN RESPECT OF ANY OR ALL OF THE FOREGOING AND ALL PAYMENTS ON OR UNDER
AND ALL PROCEEDS OF EVERY KIND AND NATURE WHATSOEVER IN RESPECT OF ANY OR ALL OF
THE FOREGOING, INCLUDING ALL PROCEEDS OF THE CONVERSION, VOLUNTARY OR
INVOLUNTARY, INTO CASH OR OTHER LIQUID PROPERTY, ALL CASH PROCEEDS, ACCOUNTS,
ACCOUNTS RECEIVABLE, NOTES, DRAFTS, ACCEPTANCES, CHATTEL PAPER, CHECKS, DEPOSIT
ACCOUNTS, INSURANCE PROCEEDS, CONDEMNATION AWARDS, RIGHTS TO PAYMENT OF ANY AND
EVERY KIND AND OTHER FORMS OF OBLIGATIONS AND RECEIVABLES, INSTRUMENTS AND OTHER
PROPERTY WHICH AT ANY TIME CONSTITUTE ALL OR PART OF OR ARE INCLUDED IN THE
PROCEEDS OF ANY OF THE FOREGOING.
(b)
Simultaneously with the conveyance of the Receivables and the Other
Conveyed Property to HARC by Seller, HARC has paid or caused to be paid to or
upon the order of Seller an amount equal to 100% of the Principal Balance of the
Receivables on the books and records of Seller, plus the present value of
anticipated excess spread on such Receivables, discounted to take into