Agreement to Sell and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, Santander Consumer does hereby irrevocably sell, transfer, assign, contribute and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of Santander Consumer’s right, title and interest in, to and under the Receivables, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an assignment substantially in the form of Exhibit A delivered on the Closing Date (collectively, the “Purchased Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.
Agreement to Sell and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, VCI agrees to transfer, assign, set over, sell and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of VCI’s right, title and interest in, to and under the Receivables, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, described in an Assignment in the form of Exhibit A delivered on the Closing Date (collectively, the “Purchased Assets”) having a Net Pool Balance as of the Cut-Off Date equal to $1,320,690,169.55, which sale shall be effective as of the Cut-Off Date. The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of the Originator to the Obligors, the Dealers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.
Agreement to Sell and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, BAC does hereby irrevocably sell, transfer, assign, contribute and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of BAC’s right, title and interest in, to and under the Receivables, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an assignment substantially in the form of Exhibit A delivered on the Closing Date (collectively, the “Purchased Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of BAC to the Obligors, the Dealer, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.
Agreement to Sell and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, COAF does hereby irrevocably sell, transfer, assign and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of its right, title and interest in, to and under the Receivables, the Collections after the Initial Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, identified in an Assignment substantially in the form of Exhibit A delivered on the Closing Date (collectively, the “Initial Purchased Assets”). The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of COAF or any Originator to the Obligors or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.
Agreement to Sell and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, FTH LLC does hereby transfer, assign, sell, contribute and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of its right, title, interest, claims and demands in, to and under each of (a) the Receivables, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an assignment substantially in the form of Exhibit A (“Assignment”) delivered on the Closing Date and (b) the Receivables Sale Agreement (the “Purchased Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of FTH LLC or the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.
Agreement to Sell and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, FTH LLC does hereby transfer, assign, set over, sell, contribute and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of its right, title, interest, claims and demands in, to and under each of (a) the Receivables, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an assignment in the form of Exhibit A (“Assignment”) delivered on the Closing Date and (b) the Receivables Sale Agreement (the “Purchased Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of FTH LLC or the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.
Agreement to Sell and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, VCI agrees to transfer, assign, set over, sell and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of its right, title and interest in, to and under the Receivables, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, described in an Assignment in the form of Exhibit A delivered on the Closing Date (the “Purchased Assets”) having a Net Pool Balance as of the Cut-Off Date equal to $1,105,516,699.20, which sale shall be effective as of the Cut-Off Date. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of the applicable Originator to the Obligors, the Dealers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.
Agreement to Sell and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, Colonial does hereby irrevocably sell, transfer, assign, contribute and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of Colonial’s right, title and interest in, to and under the Receivables, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an assignment substantially in the form of Exhibit A delivered on the Closing Date (collectively, the “Purchased Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of Colonial to the Obligors, the Originators, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.
Agreement to Sell and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, BANA does hereby irrevocably sell, transfer, assign and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of its right, title and interest in, to and under the following property and identified in an Assignment substantially in the form of Exhibit A delivered on the Closing Date (collectively, the “Purchased Assets”):
(i) all right, title and interest of BANA in, to and under the Receivables listed on the Schedule of Receivables and all monies received thereon, on and after the Cut-Off Date, exclusive of any amounts allocable to the premium for physical damage insurance force-placed by GMAC covering any related Financed Vehicle;
(ii) the interest of BANA in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto;
(iii) the interest of BANA in any proceeds from claims on any physical damage, credit life, credit disability, warranties, debt cancellation agreements or other insurance policies covering Financed Vehicles or Obligors;
(iv) the interest of BANA in any proceeds from recourse against Dealers on the Receivables;
(v) all right, title and interest of BANA in, to and under the CXXX Purchase Agreement, the GMAC Sale Agreement, including the right of BANA to cause CXXX or GMAC, as applicable, to repurchase Receivables under certain circumstances, and all right, title and interest of BANA in its capacity as purchaser under the Receivables Servicing Agreement;
(vi) all of BANA’s rights to the Receivable Files; and
(vii) the interest of BANA in any proceeds of the property described in clauses (i) and (ii) above. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of BXXX, XXXX or any Originator to the Obligors or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.
Agreement to Sell and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, [Originator] agrees to transfer, assign, set over, sell and otherwise convey to FTH LLC without recourse (subject to the obligations herein) on the Closing Date all of its right, title and interest in, to and under the Receivables described on Schedule III hereto, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, described in an Assignment in the form of Exhibit A delivered on the Closing Date (the “[Originator] Sold Assets”) having a Net Pool Balance as of the Cut-Off Date equal to $[ ], which sale shall be effective as of the Cut-Off Date. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by FTH LLC of any obligation of [Originator] or the applicable [Originator] to the Obligors, the Dealers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.
