Certain Reconveyances. The parties hereby acknowledge that certain Receivables may, from time to time, be subject to some form of third-party protection (including but not limited to insurance, surety bonds and guarantees) with respect to the credit of the underlying Obligor. The Servicer shall provide the Administrative Agent written notice of any claim pending with respect to any credit protection on any Receivable and shall notify the Administrative Agent of its request for release of such Receivable from the interests of the Administrative Agent (on behalf of the Purchasers) hereunder. The Managing Agents on behalf of their respective Purchase Groups shall be deemed to have automatically sold and assigned any such Receivable to the Seller and the Administrative Agent on behalf of the Purchasers shall be deemed to have released its security interest in such Receivable upon the payment by the Seller of the Outstanding Balance of such Receivable (whether by, as identified by the Servicer, a Deemed Collection or Collections in the form of proceeds from the related credit protection). The Administrative Agent shall at the expense of the Seller take any other actions reasonably requested by the Servicer to evidence the sale, assignment and release of any Receivable as contemplated in this Section 1.6. The Administrative Agent and Managing Agents will consider proposals to amend this Agreement in accordance with the terms hereof in furtherance of this Section 1.6.
Certain Reconveyances. If Ferguson, as Servicer of the Receivables under the Receivables Purchase Agreement, determines in its reasonable judgment that (i) the filing of a mechanics lien or the making of a claim on a payment bond is necessary or advisable in order to collect a Receivable that is due from a contractor or (ii) it desires to recover any sales or similar tax paid with respect to a Receivable, Ferguson shall notify the Purchaser and the Originator which originated such Receivable and shall prepare the necessary documentation for filing such lien, claim or tax refund for signature by such Originator. Immediately prior to the execution of such documentation, and without any further action hereunder, the Purchaser shall be deemed to have sold all of its right, title and interest in and to such Receivable to such Originator (immediately following the Purchaser’s purchase thereof from the Administrative Agent pursuant to the Receivables Purchase Agreement) (each such Receivable, a “Reassigned Receivable”) and such Originator shall be deemed to have repurchased such Receivable for a purchase price equal to a Participation Interest in such Reassigned Receivable (which such Originator shall be deemed to have sold), which shall entitle the Purchaser to receive from such Originator (by deposit into the Concentration Account or other Account subject to a Blocked Account Agreement) all Collections subsequently received with respect to such Reassigned Receivable, but only to the extent actually received. Notwithstanding the foregoing, no additional reconveyances of Receivables to any Originator pursuant to this Section shall occur (A) without the consent of the Administrative Agent, if a Control Event shall have occurred and be continuing or (B) if, during the 12-month period ending on the last day of the month preceding such sale, the sum of the aggregate Outstanding Balance (in each case determined as of the date of reconveyance) of Reassigned Receivables reconveyed hereunder to all Originators plus the Outstanding Balance of such additional Receivables in which a reconveyance is proposed under this Section would exceed 1% of the aggregate Outstanding Balance of the Receivables sold to the Purchaser hereunder by the Originators during such 12-month period.
Certain Reconveyances. The parties hereby acknowledge that certain Receivables may, from time to time, be subject to some form of third-party protection (including but not limited to insurance, surety bonds and guarantees) with respect to the credit of the underlying Obligor. The Originator shall provide the Buyer and its assigns written notice of any claim pending with respect to any credit protection on any Receivable and shall notify the Buyer and its assigns of its request for release of such Receivable from the interests of the Administrative Agent (on behalf of the Purchasers) under the Purchase Agreement. The Buyer and its assigns shall be deemed to have automatically sold and assigned any such Receivable to the Buyer and the Buyer and its assigns shall be deemed to have released its security interest in such Receivable upon the payment by the Buyer of the Outstanding Balance of such Receivable (whether by, as identified by the Originator, a Deemed Collection or Collections in the form of proceeds from the related credit protection). The Buyer and its assigns shall at the expense of the Originator take any other actions reasonably requested by the Originator to evidence the sale, assignment and release of any Receivable as contemplated in this Section 1.7.
