Common use of Agreement to Sell and Contribute on the Closing Date Clause in Contracts

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 C▇▇▇ Purchase Agreement, the GMAC Sale Agreement, including the right of BANA to cause C▇▇▇ 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 B▇▇▇, ▇▇▇▇ 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, BANA does hereby irrevocably sell, Ohio Bank agrees to transfer, assign assign, set over, sell and otherwise convey to the Purchaser FTH LLC without recourse (subject to the obligations herein) on the Closing Date (a) all of its right, title title, interest, claims and interest demands of the Ohio Bank in, to and under the following property Receivables described on Schedule III hereto, the Collections after the Cut-Off Date, the Receivable Files and identified the Related Security relating thereto, described in an the assignment in the form of Exhibit A (“Assignment”) delivered on the Closing Date (the “Ohio Bank Sold Assets”) having a Net Pool Balance as of the Cut-Off Date equal to $99,784,092.15, which sale shall be effective as of the Cut-Off Date and (b) all of its right, title, interest, claims and demands of the Ohio Bank, in, to and under the Receivables described on Schedule IV hereto, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, described in the Assignment substantially in the form of Exhibit A delivered on the Closing Date (collectivelythe “Ohio Bank Participated Assets” and, together with the Ohio Bank Sold Assets, the “Purchased Ohio Bank Transferred Assets”): (i) all righthaving a Net Pool Balance as of the Cut-Off Date equal to $319,531,975.29, title and interest which sale shall be effective as 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. For the avoidance of doubt, exclusive of any amounts allocable to the premium for physical damage insurance force-placed by GMAC covering any related Financed Vehicle; parties hereto agree that (iii) the Ohio Bank has previously sold or contributed an undivided 100% interest of BANA in the security interests in the Financed Vehicles granted by Obligors Ohio Bank Participated Assets to FTH LLC pursuant to the Receivables andMaster Loan Contribution and Participation Agreement, and that the foregoing provision is intended to the extent permitted by law, transfer 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 remaining right, title and interest interests of BANA in, Ohio Bank in such Ohio Bank Participated Assets to and under the C▇▇▇ Purchase Agreement, the GMAC Sale Agreement, including the right of BANA to cause C▇▇▇ 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) FTH LLC and (ii) abovethat the Participation Agreement and the Servicing Agreement (as defined in the Participation Agreement), as each such document relates to the Ohio Bank Participated Assets and the Receivables and Participation Interests related thereto, shall be deemed terminated and be of no further force and effect with respect to the Ohio Bank Participated Assets and the Receivables, and Participation Interests related thereto. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser FTH LLC of any obligation of B▇▇▇, ▇▇▇▇ Ohio Bank or any the applicable Originator to the Obligors 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.