Common use of Purchase and Sale of Secured Notes Clause in Contracts

Purchase and Sale of Secured Notes. On the Closing Date, subject to satisfaction of the conditions specified in Article V and the First Step Secured Notes Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer Agreements), and in consideration of Ally Auto’s payment to the Seller of the Secured Notes Purchase Price, the Seller shall sell, transfer, assign and otherwise convey to Ally Auto, without recourse: (a) all right, title and interest of the Seller in, to and under the Secured Notes and all monies due thereunder on and after the Closing Date; (b) all right, title and interest of the Seller in, to and under the First Step Secured Notes Assignment; (c) all right, title and interest of the Seller in, to and under the VAULT Security Agreement; and (d) the present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (a) through (c) 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 (a) through (d) above is referred to herein collectively as the “First Step Purchased Property.” It is the intention of the Seller and Ally Auto that the sale, transfer, assignment and other conveyances of the Secured Notes contemplated by this Agreement and the First Step Secured Notes Assignment shall constitute a sale of the Secured Notes and the other First Step Purchased Property from the Seller to Ally Auto so that the beneficial interest in and title to the Secured Notes and the other First Step Purchased Property shall not be part of the Seller’s estate in the event of the filing of a petition for insolvency, receivership or conservatorship by or against the Seller or placement into receivership or conservatorship of the Seller under any relevant bankruptcy, insolvency, receivership or conservatorship law. The sale, transfer, assignment and other conveyances contemplated by this Agreement and the First Step Secured Notes Assignment do not constitute and are not intended to result in the creation or an assumption by Ally Auto of (i) any obligation of Ally Bank, the Servicer, the Administrator or any other Person to the Lessees, Dealers, insurers or any other Person in connection with the Secured Notes, the Lease Assets, any Dealer Agreements, any insurance policies or any other agreement or instrument relating to any of them and (ii) any obligation or liability of ACOLT or ownership of the Lease Assets.

Purchase and Sale of Secured Notes. On the Closing Date, subject such date as is acceptable to satisfaction of CARI xxx GMAC by which the conditions specified in Article V VI have been satisfied (and the First Step Secured Notes Assignment (and, in any event, event immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), and in consideration of Ally Auto’s CARI's payment to the Seller GMAC of the Secured Notes Note Purchase Price, the Seller GMAC shall sell, transfer, assign and otherwise convey to Ally AutoCARI, without xxthout recourse: (a) all right, title and interest of the Seller GMAC in, to and under the Secured Notes and all monies due thereunder on and moneys received thereon after the Closing Cutoff Date; (b) all right, title and interest of GMAC in the Seller lien upon, and security interests in, to the Vehicles and under Program Leases as described in the First Step Secured Notes AssignmentNotes; (c) all right, title and interest of GMAC in all proceeds attributable to the Seller in, to and under the VAULT Security Agreement; and (d) the present and future claims, demands, causes and choses in action in respect of any or all the foregoing property described in clauses (a) through and (c) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoingb), including insurance proceeds and other rights with respect to the Vehicles and Program Leases described in the Secured Notes under the Termination Value Agreement; (d) all right, title and interest of GMAC under any guarantees or similar obligations relating to all Program Leases and Vehicles as described in the Secured Notes, or the proceeds thereof; (e) all right, title and interest of GMAC to receive payments with respect to Program Leases and after sale or transfer of a Vehicle pursuant to the terms of the Termination Value Agreement, all as described in the Secured Notes; (f) all right, title and interest of GMAC in any instrument or document relating to the Secured Notes; and (g) the interest of GMAC in any proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid foregoing 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 (a) through (dg) above is referred to herein collectively as the “First Step "Purchased Property.” " It is the intention of GMAC and CARI xxxt the Seller transfer and Ally Auto that the sale, transfer, assignment and other conveyances of the Secured Notes contemplated by this Agreement and the First Step Secured Notes Assignment shall constitute a sale of the Secured Notes and the other First Step Purchased Property from the Seller GMAC to Ally Auto so that CARI xxx the beneficial interest in and title to the Secured Notes and the other First Step Purchased Property shall not be part of the Seller’s GMAC's estate in the event of the filing of a bankruptcy petition for insolvency, receivership or conservatorship by or against the Seller or placement into receivership or conservatorship of the Seller GMAC under any relevant bankruptcy, insolvency, receivership or conservatorship bankruptcy law. The sale, transfer, assignment and other conveyances contemplated by this Agreement and the First Step Secured Notes Assignment do foregoing sale does not constitute and are is not intended to result in the creation or an any assumption by Ally Auto of (i) CARI xx any obligation of Ally Bank, the Servicer, the Administrator or any other Person GMAC to the Lessees, Dealers, insurers or any other Person in connection with the Secured Notes, the Lease AssetsProgram Leases, Vehicles, any Dealer Agreementsagreements, any insurance policies or any other agreement or instrument relating to any of them and (ii) any obligation or liability of ACOLT or ownership of the Lease Assetsthem.

Purchase and Sale of Secured Notes. On the Closing Date, subject to satisfaction of the conditions specified in Article V and the First Step Secured Notes Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer Agreements), and in consideration of Ally Auto’s payment to the Seller of the Secured Notes Purchase Price, the Seller shall sell, transfer, assign and otherwise convey to Ally Auto, without recourse: (a) all right, title and interest of the Seller in, to and under the Secured Notes and all monies due thereunder on and after the Closing Date; (b) all right, title and interest of the Seller in, to and under the First Step Secured Notes Assignment; (c) all right, title and interest of the Seller in, to and under the Allocation Agreement; (d) all right, title and interest of the Seller in, to and under the VAULT Security Agreement; and (de) the present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (a) through (cd) 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 (a) through (de) above is referred to herein collectively as the “First Step Purchased Property.” It is the intention of the Seller and Ally Auto that the sale, transfer, assignment and other conveyances of the Secured Notes contemplated by this Agreement and the First Step Secured Notes Assignment shall constitute a sale of the Secured Notes and the other First Step Purchased Property from the Seller to Ally Auto so that the beneficial interest in and title to the Secured Notes and the other First Step Purchased Property shall not be part of the Seller’s estate in the event of the filing of a petition for insolvency, receivership or conservatorship by or against the Seller or placement into receivership or conservatorship of the Seller under any relevant bankruptcy, insolvency, receivership or conservatorship law. The sale, transfer, assignment and other conveyances contemplated by this Agreement and the First Step Secured Notes Assignment do not constitute and are not intended to result in the creation or an assumption by Ally Auto of (i) any obligation of Ally Bank, the Servicer, the Administrator or any other Person to the Lessees, Dealers, insurers or any other Person in connection with the Secured Notes, the Lease Assets, any Dealer Agreements, any insurance policies or any other agreement or instrument relating to any of them and (ii) any obligation or liability of ACOLT ABLT or ownership of the Lease Assets.

Purchase and Sale of Secured Notes. On the Closing Date, subject to satisfaction of the conditions specified in Article V and the First Step Secured Notes Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Administration Agreements), and in consideration of Ally AutoCARI’s payment to the Seller of the Secured Notes Purchase Price, the Seller shall sell, transfer, assign and otherwise convey to Ally AutoXXXX, without recourse: (a) all right, title and interest of the Seller in, to and under the Secured Notes and all monies due thereunder on and after the Closing Date; (b) all right, title and interest of the Seller in, to and under the First Step Secured Notes Assignment; (c) all right, title and interest of the Seller in, to and under the VAULT Security Agreement; and (d) the all present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (a) through (c) 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 (a) through (d) above is referred to herein collectively as the “First Step Purchased Property.” It is the intention of the Seller and Ally Auto XXXX that the sale, transfer, assignment and other conveyances of the Secured Notes contemplated by this Agreement and the First Step Secured Notes Assignment shall constitute a sale of the Secured Notes and the other First Step Purchased Property from the Seller to Ally Auto XXXX for the purpose of applicable bankruptcy, insolvency, reorganization and other similar laws so that the beneficial interest in and title to the Secured Notes and the other First Step Purchased Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition or a petition for insolvency, receivership or conservatorship by or against the Seller or placement into receivership or conservatorship of the Seller under any relevant bankruptcy, insolvency, receivership or conservatorship law. The foregoing sale, transfer, assignment and other conveyances contemplated by this Agreement and the First Step Secured Notes Assignment do not constitute and are not intended to result in the creation of or an assumption by Ally Auto XXXX of (i) any obligation of Ally Bankthe Seller, the Servicer, the Administrator or any other Person to the Lessees, Dealers, insurers or any other Person in connection with the Secured Notes, the Lease Assets, any Dealer Agreements, any insurance policies or any other agreement or instrument relating to any of them and (ii) any obligation or liability of ACOLT AFLT or ownership of the Lease Assets.