Common use of Agreement to Sell and Contribute Clause in Contracts

Agreement to Sell and Contribute. (a) On the terms and conditions hereinafter set forth, the Purchaser agrees to purchase and the Seller agrees to sell, all of the Seller's right, title and interest in and to certain Advances originated by the Seller. The Purchaser shall make the initial Purchase hereunder on the Effective Date by purchasing from the Seller all Eligible Advances of the Seller existing as of the close of business on the Business Day immediately prior to the Effective Date, together with all of the Related Security relating to such Advances, all Collections with respect to, and other proceeds of, such Advances. The Seller shall transfer to the Purchaser as a contribution to the capital of the Purchaser, all Advances (other than those described in the immediately preceding sentence), together with all of the Related Security relating to such Advances, all Collections with respect to, and other proceeds of, such Advances, existing as of the close of business on the business Day immediately prior to the Effective Date with respect to Loans with original Due Dates of September 1, 1996 or later. On each Business Day after the initial Purchase until the occurrence of the Termination Date, the Purchaser shall acquire all Advances originated by the Seller which have not been previously purchased or contributed hereunder, together with all of the Related Security relating to such Advances and all Collections with respect to and other proceeds of such Advances. Prior to making any Purchase hereunder, the Purchaser may request of any Seller, and the Seller shall deliver, such approvals, opinions, information, reports or documents as the Purchaser may reasonably request. (b) It is the intent of the Seller and the Purchaser that the transfer by the Seller to the Purchaser of the Acquired Assets constitute a sale, in part, and a contribution to capital, in part, which sales and contributions are absolute and irrevocable, without recourse except as otherwise provided in this Agreement, and will provide the Purchaser with full ownership of the Acquired Assets. Each of Seller and the Purchaser hereby agrees to treat such transfer as a sale and a contribution for tax, reporting and accounting purposes (except to the extent that such transfer is not recognized due to the reporting of taxes on a consolidated basis where applicable and the application of consolidated financial reporting principles under GAAP). The Seller agrees to respond to any inquiries with respect to the transfer hereunder by confirming the sale and contribution of the Advances and the Related Security to the Purchaser, and to note on its financial statements that such Advances and the Related Security have been sold and/or contributed to the Purchaser.

Agreement to Sell and Contribute. (a) On the terms and conditions hereinafter set forth, the Purchaser agrees Originator hereby agrees, from time to time until the Termination Date, to sell in part and to contribute in part to the Buyer, and the Buyer hereby agrees, from time to time until the Termination Date, to purchase and acquire from the Seller agrees to sellOriginator, all of the SellerOriginator's right, title and interest in in, to and to certain Advances originated by under the Seller. The Purchaser shall make Receivables, the initial Purchase hereunder on the Effective Date by purchasing from the Seller Contracts, all Eligible Advances of the Seller existing as of the close of business on the Business Day immediately prior Equipment, all Related Security with respect to the Effective Dateforegoing, together with all of the Related Security relating to such Advances, and all Collections with respect to, and other proceeds ofof the foregoing. Except as provided in the immediately succeeding sentence, nothing contained in this Originator Purchase Agreement is intended to, nor shall it be deemed to, constitute a commitment on the part of the Originator or on the part of the Buyer to consummate any Purchase hereunder, it being understood that all such Advances. The Seller Purchases shall transfer be made at the discretion of each such party but otherwise subject to the Purchaser terms and conditions set forth herein. Notwithstanding the foregoing, the Buyer agrees, subject to the satisfaction of the conditions set forth in Section 3.02, to consummate any Purchase requested by the Originator pursuant to Section 2.02(b) for which the notice of purchase specifies that the entire Purchase Price shall be paid as a contribution to the Buyer's capital and not in cash. Nothing contained in this Originator Purchase Agreement is intended to, nor shall it be deemed to, constitute an assumption by the Buyer of the Purchaserany obligation under any Contract, all Advances (other than those described in the immediately preceding sentence), together with all of the Related Security relating to such Advances, all Collections with respect to, and other proceeds of, such Advances, existing as of the close of business on the business Day immediately prior to the Effective Date with respect to Loans with original Due Dates of September 1, 1996 or later. On each Business Day after the initial Purchase until the occurrence of the Termination Date, the Purchaser which obligations shall acquire all Advances originated be retained by the Seller which have not been previously purchased or contributed hereunder, together with all of the Related Security relating to such Advances and all Collections with respect to and other proceeds of such Advances. Prior to making any Purchase hereunder, the Purchaser may request of any SellerOriginator, and the Seller shall deliver, Originator hereby agrees to perform all such approvals, opinions, information, reports or documents as the Purchaser may reasonably requestobligations. (b) It is the intent of the Seller Originator and the Purchaser Buyer that the transfer by the Seller Originator to the Purchaser Buyer of the Acquired Transferred Assets constitute a sale, in part, and a contribution to capital, in part, which sales and contributions are absolute and irrevocable, without recourse except as otherwise provided in this Originator Purchase Agreement, and will provide the Purchaser Buyer with full ownership of the Acquired Transferred Assets. Each of Seller Originator and the Purchaser Buyer hereby agrees to treat such transfer as a sale and a contribution for tax, reporting and accounting purposes (except to the extent that such transfer is not so recognized due to the reporting of taxes on a consolidated basis where applicable and the application of consolidated financial reporting principles under GAAP). The Seller Originator agrees to respond to any inquiries with respect to the transfer hereunder by confirming the sale and contribution of the Advances and the Related Security to the Purchaser, and to note on its financial statements that such Advances and the Related Security have been sold and/or contributed to the Purchaser.to

Agreement to Sell and Contribute. (a) On the terms and conditions hereinafter set forth, the Purchaser agrees Seller hereby agrees, from time to time until the Termination Date, to sell in part and to contribute in part to the Buyer, and the Buyer hereby agrees, from time to time until the Termination Date, to purchase and acquire from the Seller agrees to sellSeller, all of the Seller's ’s right, title and interest in, to and under the Receivables, the Contracts, all Equipment, all Related Security with respect to the foregoing, and all Collections and other proceeds of the foregoing. Except as provided in and to certain Advances originated by the Seller. The Purchaser immediately succeeding sentence, nothing contained in this Sale Agreement is intended to, nor shall make the initial Purchase hereunder it be deemed to, constitute a commitment on the Effective Date by purchasing from the Seller all Eligible Advances part of the Seller existing as or on the part of the close Buyer to consummate any Purchase hereunder, it being understood that all such Purchases shall be made at the discretion of business on the Business Day immediately prior each such party but otherwise subject to the Effective Dateterms and conditions set forth herein. Notwithstanding the foregoing, together with all the Buyer agrees, subject to the satisfaction of the Related Security relating conditions set forth in Section 3.02, to such Advances, all Collections with respect to, and other proceeds of, such Advances. The consummate any Purchase requested by the Seller pursuant to Section 2.02(b) for which the notice of purchase specifies that the entire Purchase Price shall transfer to the Purchaser be paid as a contribution to the Buyer’s capital of the Purchaser, all Advances (other than those described and not in the immediately preceding sentence), together with all of the Related Security relating to such Advances, all Collections with respect cash. Nothing contained in this Sale Agreement is intended to, and other proceeds ofnor shall it be deemed to, such Advances, existing as of the close of business on the business Day immediately prior to the Effective Date with respect to Loans with original Due Dates of September 1, 1996 or later. On each Business Day after the initial Purchase until the occurrence of the Termination Date, the Purchaser shall acquire all Advances originated constitute an assumption by the Seller which have not been previously purchased or contributed hereunder, together with all of the Related Security relating to such Advances and all Collections with respect to and other proceeds of such Advances. Prior to making any Purchase hereunder, the Purchaser may request Buyer of any Seller, and the Seller shall deliver, such approvals, opinions, information, reports or documents as the Purchaser may reasonably requestobligation under any Contract. (b) It is the intent of the Seller and the Purchaser Buyer that the transfer by the Seller to the Purchaser Buyer of the Acquired Transferred Assets constitute a sale, in part, and a contribution to capital, in part, which sales and contributions are absolute and irrevocable, without recourse except as otherwise provided in this Sale Agreement, and will provide the Purchaser Buyer with full ownership of the Acquired Transferred Assets. The parties further intend that each such sale and contribution constitutes a sale of accounts, payment intangibles, promissory notes or chattel paper, as the case may be, as such terms are used in Article 9 of the UCC, and that this Sale Agreement constitutes a security agreement within the meaning of Article 9 of the UCC. Each of the Seller and the Purchaser Buyer hereby agrees to treat such transfer as a sale and a contribution for tax, reporting and accounting purposes (except to the extent that such transfer is not recognized due to the reporting of taxes on a consolidated basis where applicable and the application of consolidated financial reporting principles under GAAP). The Seller agrees to respond to any inquiries with respect to the transfer hereunder by confirming the sale and contribution of the Advances Receivables, the Contracts and the Related Security Equipment to the PurchaserBuyer, and to note on its financial statements that such Advances Receivables, Contracts and the Related Security Equipment have been sold and/or contributed to the PurchaserBuyer.

Agreement to Sell and Contribute. (a) On the terms and conditions hereinafter set forth, the Purchaser agrees Seller hereby agrees, from time to time until the Termination Date, to sell in part and to contribute in part to the Buyer, and the Buyer hereby agrees, from time to time until the Termination Date, to purchase and acquire from the Seller agrees to sellSeller, all of the Seller's right, title and interest in, to and under the Receivables, the Contracts, all Equipment, all Related Security with respect to the foregoing, and all Collections and other proceeds of the foregoing. Except as provided in and to certain Advances originated by the Seller. The Purchaser immediately succeeding sentence, nothing contained in this Agreement is intended to, nor shall make the initial Purchase hereunder it be deemed to, constitute a commitment on the Effective Date by purchasing from the Seller all Eligible Advances part of the Seller existing as or on the part of the close Buyer to consummate any Purchase hereunder, it being understood that all such Purchases shall be made at the discretion of business on the Business Day immediately prior each such party but otherwise subject to the Effective Dateterms and conditions set forth herein. Notwithstanding the foregoing, together with all the Buyer agrees, subject to the satisfaction of the Related Security relating conditions set forth in SECTION 3.02, to such Advances, all Collections with respect to, and other proceeds of, such Advances. The consummate any Purchase requested by the Seller pursuant to SECTION 2.02(b) for which the notice of purchase specifies that the entire Purchase Price shall transfer to the Purchaser be paid as a contribution to the Buyer's capital and not in cash. Nothing contained in this Agreement is intended to, nor shall it be deemed to, constitute an assumption by the Buyer of the Purchaserany obligation under any Contract, all Advances (other than those described in the immediately preceding sentence), together with all of the Related Security relating to such Advances, all Collections with respect to, and other proceeds of, such Advances, existing as of the close of business on the business Day immediately prior to the Effective Date with respect to Loans with original Due Dates of September 1, 1996 or later. On each Business Day after the initial Purchase until the occurrence of the Termination Date, the Purchaser which obligations shall acquire all Advances originated be retained by the Seller which have not been previously purchased or contributed hereunder, together with all of the Related Security relating to such Advances and all Collections with respect to and other proceeds of such Advances. Prior to making any Purchase hereunder, the Purchaser may request of any Seller, and the Seller shall deliver, hereby agrees to perform all such approvals, opinions, information, reports or documents as the Purchaser may reasonably requestobligations. (ba) It is the intent of the Seller and the Purchaser Buyer that the transfer by the Seller to the Purchaser Buyer of the Acquired Transferred Assets constitute a sale, in part, and a contribution to capital, in part, which sales and contributions are absolute and irrevocable, without recourse except as otherwise provided in this Agreement, and will provide the Purchaser Buyer with full ownership of the Acquired Transferred Assets. Each of Seller and the Purchaser Buyer hereby agrees to treat such transfer as a sale and a contribution for tax, reporting and accounting purposes (except to the extent that such transfer is not recognized due to the reporting of taxes on a consolidated basis where applicable and the application of consolidated financial reporting principles under GAAP). The Seller agrees to respond to any inquiries with respect to the transfer hereunder by confirming the sale and contribution of the Advances Receivables, Contracts and the Related Security Equipment to the PurchaserBuyer, and to note on its financial statements that such Advances Receivables, Contracts and the Related Security Equipment have been sold and/or contributed to the PurchaserBuyer.