Common use of Agreement to Sell Clause in Contracts

Agreement to Sell. On the terms and subject to the conditions set forth in this Agreement (including Article V), and in consideration of the Purchase Price, from the Initial Closing Date until the Sale Termination Date, each Seller agrees to sell, assign and transfer, and does hereby sell, assign and transfer to the Company, and the Company agrees to purchase, and does hereby purchase from such Seller, all of such Seller's right, title and interest in and to: (i) each Receivable (other than Initial Contributed Receivables) of such Seller (and, in the case of MascoTech, each Participating Division) that existed and was owing to such Seller as of the close of such Seller's business on the Initial Cut-Off Date; (ii) each Receivable (other than Contributed Receivables) created or originated by such Seller (and, in the case of MascoTech, each Participating Division) from the close of such Seller's business on the Initial Cut-Off Date, to and including the Sale Termination Date; (iii) all rights to, but not the obligations under, all related Contracts and all Related Security whether now existing or hereafter acquired; (iv) all monies due or to become due with respect to the foregoing; (v) all books and records related to any of the foregoing whether now existing or hereafter acquired; (vi) all Lockbox Accounts, all amounts on deposit therein and all related agreements between such Seller and the Lockbox Banks, in each case to the extent constituting or representing items described in paragraph (vii) below; and (vii) all Collections in respect of, and other proceeds of, Receivables or any other proceeds of the foregoing (as defined in the UCC) received on or after the Initial Cut-Off Date including, without limitation, all funds which either are received by such Seller, the Company or the Master Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, finance charges, interest and all other charges) in respect of such Receivables, or are applied to such amounts owed by the Obligors (including without limitation, insurance payments, if any, that such Seller or the Master Servicer (if other than such Seller) applies in the ordinary course of its business to amounts owed in respect of such Receivable and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligors or any other party directly or indirectly liable for payment of such Receivable and available to be applied thereon). All purchases and capital contributions hereunder shall be made without recourse, but shall be made pursuant to and in reliance upon the representations, warranties and covenants of such Seller, in its capacity as seller, set forth in each Transaction Document. The proceeds and rights described in subsections (iii) through (vii) of this Section 1.1(a), together with such proceeds and rights with respect to the Contributed Receivables, are herein collectively called the "Related Rights."

Agreement to Sell. On the terms and subject to the conditions set forth in this Agreement (including Article V), and in consideration of the Purchase Price, on each day from and including the Initial Closing Purchase Date until to but excluding the Sale Termination Date, each Seller agrees to sell, assign and transfer, and does hereby sell, assign and transfer to the Company, and the Company agrees to purchase, and does hereby purchase purchase, from such each Seller, all of such Seller's right, title and interest in and to: (i) each Receivable (other than Initial Contributed Receivablesif any) of such Seller (and, in the case of MascoTech, each Participating Division) that existed and was owing to such Seller as of the close of such Seller's business on the Initial Cut-Off Date; (ii) each Receivable (other than Contributed Receivables) created or originated by such Seller (and, in the case of MascoTech, each Participating Division) from after the close of such Seller's business on the Initial Cut-Off Date, to and including the Sale Termination Date; (iii) all rights to, but not the obligations under, all of the related Contracts (if any) and all other Related Security (if any) related to such Receivables originated by such Seller whether now existing or hereafter acquired; (iv) all monies due or to become due with respect to the foregoing; (v) all books and records related to any of the foregoing whether now existing or hereafter acquired; (vi) all Lockbox Lock-Box Accounts, all amounts on deposit therein and all related agreements between such Seller and the Lockbox Lock-Box Banks, in each case to the extent constituting or representing items described in paragraph (vii) below; and (vii) all Collections in respect of, and other proceeds of, Receivables or any other proceeds of the foregoing (as defined in the UCC) of, any of the foregoing received on or after the Initial Cut-Off Date including, without limitation, all funds which either are received by such Seller, the Company or the Master Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, finance charges, interest and all other charges) in respect of such Receivables, or are applied to such amounts owed by the Obligors (including without limitation, insurance payments, if any, that such Seller or the Master Servicer (if other than such Seller) applies in the ordinary course of its business to amounts owed in respect of such Receivable and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligors or any other party directly or indirectly liable for payment of such Receivable and available to be applied thereon). All purchases and capital contributions hereunder shall be made without recourse, but shall be made pursuant to and in reliance upon the representations, warranties and covenants of such Sellerthe Sellers, each in its respective capacity as sellera seller of Receivables, set forth in each Transaction Document. The proceeds and rights described in subsections (iii) through (vii) of this Section 1.1(a), together with such proceeds and rights with respect to the Contributed Receivables, ) are herein collectively called the "Related Rights."

Agreement to Sell. On the terms and subject to the conditions set forth in this Agreement (including Article V), and in consideration of the Purchase Price, from the Initial Closing Date until the Sale Termination Date, each Seller agrees to sell, assign and transfer, and does hereby sell, assign and transfer to the Company, and the Company agrees to purchase, and does hereby purchase from such Seller, all of such Seller's right, title and interest in and to: (i) each Receivable (other than Initial Contributed Receivables) of such Seller (and, in the case of MascoTech, each Participating Division) that existed and was owing to such Seller as of the close of such Seller's business on the Initial Cut-Off Date; (ii) each Receivable (other than Contributed Receivables) created or originated by such Seller (and, in the case of MascoTech, each Participating Division) from the close of such Seller's business on the Initial Cut-Off Date, to and including the Sale Termination Date; (iii) all rights to, but not the obligations under, all related Contracts and all Related Security whether now existing or hereafter acquiredSecurity; (iv) all monies due or to become due with respect to the foregoing; (v) all books and records related to any of the foregoing whether now existing or hereafter acquiredforegoing; (vi) all Lockbox Accounts, all amounts on deposit therein and all related agreements between such Seller and the a Lockbox BanksBank, in each case to the extent constituting or representing items described in paragraph (vii) below; and (vii) all Collections in respect of, and other proceeds of, Receivables or any other proceeds of the foregoing (as defined in the UCC) received on or after the Initial Cut-Off Date including, without limitation, all funds which either are received by such Seller, the Company or the Master Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, finance charges, interest and all other charges) in respect of such Receivables, or are applied to such amounts owed by the Obligors (including without limitation, insurance payments, if any, that such Seller Seller, or the Master Servicer (if other than such Seller) applies in the ordinary course of its business to amounts owed in respect of such Receivable and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligors or any other party directly or indirectly liable for payment of such Receivable and available to be applied thereon). All purchases and capital contributions hereunder shall be made without recourse, but shall be made pursuant to and in reliance upon the representations, warranties and covenants of such Seller, in its capacity as seller, set forth in each Transaction Document. The proceeds and rights described in subsections (iii) through (vii) of this Section 1.1(a), together with such proceeds and rights with respect to the Contributed Receivables, are herein collectively called the "Related Rights."Master

Agreement to Sell. On the terms and subject to the conditions set forth in this Agreement (including Article VARTICLE IV), and in consideration of the Purchase Price, from the Initial Closing Date until the Sale Termination Date, each Seller Originator agrees to sell, assign and transfer, and does hereby sell, assign and transfer to the Company, Initial Purchaser; and the Company Initial Purchaser agrees to purchase, and does hereby purchase purchase, from such Sellereach Originator, all of such SellerOriginator's right, title and interest in and to: (ia) each Receivable (other than Initial Contributed Receivables) of such Seller (and, in the case of MascoTech, each Participating Division) Originator that existed and was owing to such Seller Originator as of the close of such SellerOriginator's business on the Initial Cut-Off Date; (iib) each Receivable (other than Contributed Receivables) created or originated by such Seller (and, in the case of MascoTech, each Participating Division) Originator from the close of such SellerOriginator's business on the Initial Cut-Off Date, to and including the Sale Termination Date; (iiic) all rights to, but not the obligations under, all related the Contracts and all Related Security whether now existing or hereafter acquiredSecurity; (ivd) all monies due or to become due with respect to the foregoingthereto; (ve) all books and records related to any of the foregoing whether now existing or hereafter acquired; (vi) all Lockbox Accounts, all amounts on deposit therein and all related agreements between such Seller and the Lockbox Banks, in each case to the extent constituting or representing items described in paragraph (vii) belowforegoing; and (viif) all Collections in respect of, and other proceeds of, Receivables or any other proceeds of the foregoing thereof (as defined in the UCC) received on or after the Initial Cut-Off Date date hereof including, without limitation, all funds which either are received by such Sellerany Originator, the Company Initial Purchaser or the Master Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, finance charges, interest and all other charges) in respect of such Receivables, or are applied to such amounts owed by the Obligors (including without limitation, insurance payments, if any, that such Seller or the Master Servicer (if other than such Seller) applies in the ordinary course of its business to amounts owed in respect of such Receivable and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligors or any other party directly or indirectly liable for payment of such Receivable and available to be applied thereon). All purchases and capital contributions hereunder shall be made without recourse, but shall be made pursuant to and in reliance upon the representations, warranties and covenants of such Sellereach Originator, in its capacity as sellersuch, set forth in each Transaction Document. The proceeds and rights described in subsections SUBSECTIONS (iiic), (d), (e) through and (viif) of this Section 1.1(a), together with such proceeds and rights with respect to the Contributed Receivables, SECTION 1.1 are herein collectively called the "Related RightsRELATED RIGHTS"."

Agreement to Sell. On the terms and subject to the conditions set forth in this Agreement (including Article V), and in consideration of the Purchase Price, from the Initial Closing Date until the Sale Termination Date, each Seller agrees to sell, assign and transfer, and does hereby sell, assign and transfer to the Company, and the Company agrees to purchase, and does hereby purchase from such each Seller, all of such Seller's Sellers' right, title and interest in and to: (i) each Receivable (other than Initial Contributed Receivables) of such Seller (and, in the case of MascoTech, each Participating Division) that existed and was owing to such Seller as of the close of such Seller's business on the Initial Cut-Off Date; (ii) each Receivable (other than Contributed Receivables) created or originated by such Seller (and, in the case of MascoTech, each Participating Division) from the close of such Seller's Sellers' business on the Initial Cut-Off Date, to and including the Sale Termination Date; (iii) all rights to, but not the obligations under, all related Contracts and all Related Security with respect to the Receivables originated by such Seller whether now existing or hereafter acquired; (iv) all monies due or to become due with respect to the foregoing; (v) all books and records related to any of the foregoing whether now existing or hereafter acquired; (vi) all Lockbox AccountsLock-Boxes, the Collection Account, all amounts on deposit therein and all related agreements between such Seller and the Lockbox Lock-Box Banks, in each case to the extent constituting or representing items described in paragraph (vii) below; and (vii) all Collections in respect of, and other proceeds of, Receivables or any other proceeds of the foregoing (as defined in the UCC) of, Receivables sold, assigned and transferred to the Company hereunder or any other of the foregoing received on or after the Initial Cut-Off Date including, without limitation, all funds which either are received by such Seller, the Company or the Master Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, finance charges, interest and all other charges) in respect of such ReceivablesReceivables sold, assigned and transferred to the Company hereunder, or are applied to such amounts owed by the Obligors (including without limitation, insurance payments, if any, that such Seller or the Master Servicer (if other than such Seller) applies in the ordinary course of its business to amounts owed in respect of such any Receivable sold, assigned and transferred to the Company hereunder and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligors or any other party directly or indirectly liable for payment of such Receivable and available to be applied thereon). All purchases and capital contributions hereunder shall be made without recourse, but shall be made pursuant to and in reliance upon the representations, warranties and covenants of such the respective Seller, in its capacity as seller, set forth in each Transaction Document. The proceeds and rights described in subsections (iii) through (vii) of this Section 1.1(a), together with such proceeds and rights with respect to the Contributed Receivables, ) are herein collectively called the "Related RightsRELATED RIGHTS"."

Agreement to Sell. On the terms and subject to the conditions set forth in this Agreement (including Article V), and in consideration of the Purchase Price, from the Initial Closing Date until the Sale Termination Date, each Seller has agreed to (in transactions that will each qualify as a "true sale" for bankruptcy law purposes) sell, assign and transfer or agrees to sell, assign and transfer, and does hereby sell, assign and transfer to the Company, and the Company has agreed to purchase or agrees to purchase, and does hereby purchase from such Sellerthe Sellers, all of each such Seller's respective right, title and interest in and to: (i) each Receivable (other than Initial Contributed Receivables) of such each Seller (and, in the case of MascoTech, each Participating Division) that existed and was owing to such Seller as of the close of such Seller's business on the Initial Cut-Off Date; (ii) each Receivable (other than Contributed Receivables) created or originated by such each Seller (and, in the case of MascoTech, each Participating Division) from the close of such Seller's business on the Initial Cut-Off Date, to and including the Sale Termination Date; (iii) all rights to, but not the obligations under, all related Contracts and all Related Security whether now existing or hereafter acquiredSecurity; (iv) all monies due or to become due with respect to the foregoing; (v) all books and records related to any of the foregoing whether now existing or hereafter acquiredforegoing; (vi) all Lockbox Accounts, all amounts on deposit therein and all related agreements between such any Seller and the Lockbox Banks, in each case to the extent constituting or representing items described in paragraph (vii) below; and (vii) all Collections in respect of, and other proceeds of, Receivables or any other proceeds of the foregoing (as defined in the UCC) received on or after the Initial Cut-Off Date including, without limitation, all funds which either are received by such any Seller, the Company or the Master Servicer Servicers from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, finance charges, interest and all other charges) in respect of such Receivables, or are applied to such amounts owed by the Obligors (including without limitation, insurance payments, if any, that such Seller or the Master Servicer (if other than such Sellerthe Sellers) applies in the ordinary course of its business to amounts owed in respect of such any Receivable and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the Obligors or any other party directly or indirectly liable for payment of such Receivable and available to be applied thereon). All purchases and capital contributions hereunder shall be made without recourse, but shall be made pursuant to and in reliance upon the representations, warranties and covenants of such Sellerthe Sellers, each in its respective capacity as seller, set forth in each Transaction Document. The proceeds and rights described in subsections (iii) through (vii) of this Section 1.1(a), together with such proceeds and rights with respect to the Contributed Receivables, ) are herein collectively called the "Related Rights"."

Agreement to Sell. On the terms and subject to the conditions set forth in this Agreement (including Article V), and in consideration of the Purchase Price, from the Initial Closing Date until the Sale Termination Date, each Seller agrees to sell, assign and transfer, and does hereby sell, assign and transfer to the Company, and the Company agrees to purchase, and does hereby purchase from such Seller, all of such Seller's right, title and interest in and to: (i) each Receivable (other than Initial Contributed Receivables) of such Seller (and, in the case of MascoTech, each Participating Division) that existed and was owing to such Seller as of the close of such Seller's business on the Initial Cut-Off Date; (ii) each Receivable (other than Contributed Receivables) created or originated by such the Seller (and, in the case of MascoTech, each Participating Division) from the close of such the Seller's business on the Initial Cut-Cut Off Date, to and including the Sale Termination Date; (iii) all rights to, but not the obligations under, all related Contracts and all Related Security whether now existing or hereafter acquiredSecurity; (iv) all monies due or to become due with respect to the foregoing; (v) all books and records related to any of the foregoing whether now existing or hereafter acquiredforegoing; (vi) all Lockbox Accounts, all amounts on deposit therein and all related agreements between such Seller and the Lockbox Banks, in each case to the extent constituting or representing items described in paragraph (vii) below; and (vii) all Collections in respect of, and other proceeds of, Receivables or any other proceeds of the foregoing (as defined in the UCC) received on or after the Initial Cut-Off Date including, without limitation, all funds which either are received by such Seller, the Company Company, the Borrower or the Master Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, finance charges, interest and all other charges) in respect of such Receivables, or are applied to such amounts owed by the Obligors (including without limitation, insurance payments, if any, that such Seller Seller, the Company, the Borrower or the Master Servicer (if other than such Seller) applies in the ordinary course of its business to amounts owed in respect of such any Receivable and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligors or any other party directly or indirectly liable for payment of such Receivable and available to be applied thereon). All purchases and capital contributions hereunder shall be made without recourse, but shall be made pursuant to and in reliance upon the representations, warranties and covenants of such Seller, in its capacity as seller, set forth in each Transaction Document. The proceeds and rights described in subsections (iii) through (vii) of this Section 1.1(a), together with such proceeds and rights with respect to the Contributed Receivables, ) are herein collectively called the "Related RightsRELATED RIGHTS."