Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers hereby request and, subject to Section 6.2, the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if any) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if any), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority (if not previously paid in accordance with Section 2.1): first, to reduce unpaid Obligations, second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any), applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage, third, if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds to the LC Collateral Account, in each case, to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, the balance, if any, to Sellers on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution Termination Date, until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution Termination Date. Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
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Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by the such Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids Unpaids, for deposit into the LC Collateral Account or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the any Servicer prior to the Amortization Date, (i) such Servicer shall deposit any amounts required to be deposited by its related Seller or Sellers to the Servicer LC Collateral Account pursuant to Section 1.10, shall set aside (x) the Termination Percentage (hereinafter defined) of Collections and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s)of each Company in a Terminating Financial Institution’s Purchaser Group, if any, (y) shall set aside Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) shall set aside amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers each Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduitsand, if anyto the extent applicable, any Company in a Terminating Financial Institution’s Purchaser Group) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduitsand, if anyto the extent applicable, of any Company in a Terminating Financial Institution’s Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior ; provided, however, that if, after giving effect to any such Reinvestment, the occurrence Aggregate Capital plus the Adjusted LC Participation Amount would exceed the Purchase Limit then in effect, then the Servicers shall instead set aside and hold in trust for the Agent (for the benefit of the Amortization DatePurchasers), and shall, at the Servicer shall remit to request of the Agent’s or , segregate in a separate account approved by the applicable Purchaser’s account (orAgent, in a portion of such Collections and Deemed Collections that, together with the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts other Collections and Deemed Collections set aside during pursuant to this paragraph, shall equal the preceding Settlement Period that have amount necessary to cause the Aggregate Capital plus the Adjusted LC Participation Amount to not exceed such Purchase Limit (determined as if such Collections and Deemed Collections set aside had been subject applied to a Reinvestment to be applied in the following order of priority (if not previously paid in accordance with Section 2.1): first, to reduce unpaid Obligations, second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any), applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage, third, if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds to the LC Collateral Accountat such time), in each case, to the extent required to fund any Aggregate Reduction on such Settlement Date which amount shall be applied in accordance with Section 1.3 or 2.6, as applicable, and fourth, the balance, if any, to Sellers on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence an Aggregate Reduction in respect of the Amortization Date, each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution Termination Date, until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Aggregate Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution Termination Date. Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.following
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Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or and Deemed Collections received by the Servicer and all Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (ia) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (yb) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 Seller hereby requests and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers hereby request and, subject to Section 6.2, the applicable Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each each, a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or account for the applicable Purchaser’s account (or, in the case of any amount to be applied in reduction ratable benefit of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time)Purchaser Groups in accordance with their respective Percentages, the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, ratably between the Purchaser Groups in accordance with their respective amounts of such Recourse Obligations, and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Capital, thirdCP Costs, Yield and other Recourse Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to ratably reduce Agent’s account for the Aggregate Capital ratable benefit of all Purchasers the Purchaser Groups in accordance with their respective Percentages, no later than 12:00 noon (other than any Terminating Financial InstitutionsChicago time) and/or to reduce the LC Adjusted Exposure by deposit of funds to the LC Collateral Account, in each case, to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of the Falcon Group’s Percentage of Collections received from and after the applicable date of any assignment by Falcon to the Financial Institution Institutions pursuant to a Funding Agreement (the “Termination Date, ”) until such Terminating Financial Financing Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such each Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate aggregate Capital outstanding from the Falcon Group on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution “Termination DatePercentage”). Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s all Purchasers’ Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.32.4.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Ferrellgas Partners Finance Corp)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection and Deemed Collection collections received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect and such amounts shall be remitted from the Servicer to any reduction thereof pursuant to application of an Aggregate Reduction)Seller on such date. On each Weekly Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or 's account the applicable Purchaser’s account amounts set aside during the preceding week that have not been subject to a Reinvestment and apply such amounts (or, if not previously paid in the case of any amount to be applied in reduction of the LC Adjusted Exposureaccordance with Section 2.1), to reduce the LC Collateral Account)Capital of all Purchaser Interests of Terminating Financial Institutions, applied ratably to each Terminating Financial Institution according to its respective Termination Percentage. If such Capital shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent's account no later than 12:00 noon (New York Chicago time)) to the extent required to fund any Aggregate Unpaids on such Weekly Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Weekly Settlement Date. On each Monthly Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent's account the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid ObligationsCP Costs, Yield and other Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Capital, thirdCP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Purchasers' account no later than 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction Unpaids on such Monthly Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Monthly Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution date of any assignment by Conduit pursuant to Section 13.6 (the "Termination Date, ') until such Terminating Financial Financing Institution’s and its related Conduit(s)’s (if any) 's Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such each Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution "Termination DatePercentage"). Each Terminating Financial Institution’s 's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s 's Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Navistar Financial Corp)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s)Institution, if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date (Capital) prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid Obligations, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (Institutions, if any), applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Capital and Obligations shall be reduced to zero, third, any additional Collections received by the Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent’s account no later than 12:00 noon (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, (Capital) and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9Date (Capital). Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution date of any assignment by Company pursuant to Section 12.3 (the “Termination Date, ”) until such Terminating Financial Financing Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such each Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution “Termination DatePercentage”). Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial PurchaserFinancial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) Seller hereby requests and the Sellers hereby request and, subject to Section 6.2, the applicable Purchaser or Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyPurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyPurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the each Purchaser’sManaging Agent’s or the applicable Purchaserrespective account its Purchaser Group’s account (or, in the case Pro Rata Share of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding period since the immediately prior Settlement Period Date that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid Obligations, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)PurchasersFinancial Institutions, applied ratably to each Terminating Financial PurchaserFinancial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Capital and Obligations shall be reduced to zero, third, any additional Collections received by the Servicer (i) if applicable, shall be remitted to ratably reduce the Aggregate Capital of all Purchasers each Purchaser’sManaging Agent’s respective account no later than noon (other than any Terminating Financial InstitutionsChicago1:00 p.m. (New York time) and/or to reduce the LC Adjusted Exposure by deposit of funds to the LC Collateral Account, in each case, to the extent required to fund any Aggregate Same-Day Reduction on onor Aggregate Standard Reduction notified by Seller for such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial PurchaserFinancial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial date of its becoming a Terminating PurchaserFinancial Institution (the “Termination Date, ”) until such Terminating Financial Financing Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such each Terminating Financial Purchaser as a percentageFinancial Institution as a percentage (the “Termination Percentage”) Percentage equal to (i) Capital of such Terminating Financial PurchaserFinancial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution “Termination DatePercentage”). Each Terminating Financial Purchaser’sFinancial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Purchaser’sFinancial Institution’s Capital shall be reduced ratably with all Financial PurchasersFinancial Institutions in accordance with Section 2.3.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Insight Enterprises Inc)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by the such Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the any Servicer prior to the Amortization Date, (i) the such Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s)of each Company in a Terminating Financial Institution’s Purchaser Group, if any, (y) shall set aside Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) shall set aside amounts fourth amended and restated receivables purchase agreement necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers each Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduitsand, if anyto the extent applicable, any Company in a Terminating Financial Institution’s Purchaser Group) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduitsand, if anyto the extent applicable, of any Company in a Terminating Financial Institution’s Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall remit to the Agent’s or the applicable Purchaser’s account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid ObligationsCP Costs, Yield and other Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)and, to the extent applicable, of each Company in a Terminating Financial Institution’s Purchaser Group, applied ratably to each such Terminating Financial Institution (and its related Conduit(s), if any) each such Company according to its respective Termination Percentage. If such Capital, thirdCP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by any Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent’s or applicable Purchaser’s account to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from such Servicer to the balance, if any, to Sellers on such Settlement Date, as allocated . Such Servicer shall use its reasonable best efforts to remit all deposit amounts in the Agent’s or applicable Purchaser’s account no later than 12:00 noon (Chicago time) on such Settlement Date. Any such amounts not received by Agent or the Servicer pursuant applicable Purchaser by 1:00 pm (Chicago time) shall be deemed to Section 2.9be received on the next succeeding Business Day. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) each Company in such Terminating Financial Institution’s Purchaser Group shall be allocated a ratable portion of Collections received from and after the applicable its Termination Date until, with respect to a Terminating Financial Institution Termination DateInstitution, until such Terminating Financial Institution’s and its related Conduit(s)’s (Capital, if any, shall be paid in full and, with respect to a related Company (i) if any Related Financial Institution with respect to such Company continues to exist, the Capital of such Company is equal to the Company Purchase Limit (as reduced pursuant to Section 4.6(b)) of such Company or (ii) if there are no Related Financial Institutions with respect to such Company, the Capital of such Company shall be paid in full. This The applicable ratable portion shall be calculated calculated, fourth amended and restated receivables purchase agreement with respect to any Terminating Financial Institution or applicable Company, on the Financial Institution Termination Date of such each Terminating Financial Institution or applicable Company as a percentage (the “Termination Percentage”) equal to (i) the Capital of such Terminating Financial Institution or applicable Company outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution “Termination DatePercentage”). Each Terminating Financial Institution’s and applicable Company’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s and each applicable Company’s Capital shall be reduced ratably with all Financial Institutions and Companies in accordance with Section 2.3.
Appears in 1 contract
Collections Prior to Amortization. Prior to the Amortization Date, but subject to the Intercreditor Agreement, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate SLOT Unpaids or hereunder and “Aggregate Unpaids” under (and as defined in) the First Lien Receivables Purchase Agreement, for a Reinvestment as provided in this Section 2.22.2 and under the First Lien Receivables Purchase Agreement or to reduce the Aggregate SLOT Capital outstanding in accordance with Section 1.3 hereunder and under the First Lien Receivables Purchase Agreement. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, : (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) amount of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s)Collections, if any, (y) Collections required to be used set aside pursuant to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date terms of the First Lien Receivables Purchase Agreement and (ii) Seller hereby requests, and the Sellers SLOT Purchaser is hereby request and, subject to Section 6.2, the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if any) hereby agree deemed to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”") with that portion of the balance its share of each and every Collection and Deemed remaining Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyremaining Collections set aside to reduce the Aggregate SLOT Capital outstanding in accordance with Section 1.3), such that after giving effect to such Reinvestment, the amount of Aggregate SLOT Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, outstanding immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Aggregate SLOT Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), apply the amounts set aside during the preceding period since the prior Settlement Period Date that have not been subject to a Reinvestment or used for an Aggregate SLOT Reduction pursuant to be applied Section 1.3 or pursuant to the First Lien Receivables Purchase Agreement, as set forth in Section 4.1(a) of the following order of priority (if not previously Intercreditor Agreement. Amounts paid to the SLOT Agent in accordance with Section 2.1): first, to reduce unpaid Obligations, second, 4.1(a) of the Intercreditor Agreement shall be allocated by the SLOT Agent to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions Aggregate SLOT Unpaids as provided in the Intercreditor Agreement. If Aggregate SLOT Capital, Yield and their respective related Conduits (if any)other Recourse Obligations under this Agreement shall be reduced to zero, applied ratably any additional Collections received by the Servicer shall be remitted from the Servicer to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage, third, if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds to the LC Collateral Account, in each case, to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, the balance, if any, to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution Termination Date, until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution Termination Date. Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by the such Servicer for the benefit of the Agent and the Purchasers Secured Parties for the payment of any accrued and unpaid Aggregate Unpaids Unpaids, for deposit into the LC Collateral Account or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the any Servicer prior to the Amortization Date, (i) such Servicer shall deposit any amounts required to be deposited by its related Seller or Sellers to the Servicer LC Collateral Account pursuant to Section 1.10, shall set aside (x) the Termination Percentage (hereinafter defined) of Collections and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s)of each Company in a Terminating Financial Institution’s Purchaser Group, if any, (y) shall set aside Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) shall set aside amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers hereby request and, subject to Section 6.2Sections 8.4 and 8.5(b), each Seller hereby requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduitsand, if anyto the extent applicable, any Company in a Terminating Financial Institution’s Purchaser Group) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduitsand, if anyto the extent applicable, of any Company in a Terminating Financial Institution’s Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction); provided, however, that if, after giving effect to any such Reinvestment, the Aggregate Capital plus the Adjusted LC Participation Amount would exceed the Purchase Limit then in effect, then the Servicers shall instead set aside and hold in trust for the Agent (for the benefit of the Purchasers), and shall, at the request of the Agent, segregate in a separate account approved by the Agent, a portion of such Collections and Deemed Collections that, together with the other Collections and Deemed Collections set aside pursuant to this paragraph, shall equal the amount necessary to cause the Aggregate Capital plus the Adjusted LC Participation Amount to not exceed such Purchase Limit (determined as if such Collections and Deemed Collections set aside had been applied to reduce the Aggregate Capital at such time), which amount shall be applied in accordance with Section 1.3 as an Aggregate Reduction in respect of Aggregate Capital on the following Settlement Date. On Subject to Sections 8.4 and 8.5(b), on each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall remit to the Agent’s or the applicable Purchaser’s account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be or applied in the following order respect of priority an Aggregate Reduction and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid ObligationsCP Costs, Yield and other Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)and, to the extent applicable, of each Company in a Terminating Financial Institution’s Purchaser Group, applied ratably to each such Terminating Financial Institution (and its related Conduit(s), if any) each such Company according to its respective Termination Percentage. If such Capital, thirdCP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by any Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent’s or applicable Purchaser’s account to the extent required to fund any Aggregate Reduction on such Settlement Date Date, (ii) shall be deposited into the LC Collateral Account until all amounts required to be deposited to the LC Collateral Account in accordance with Section 1.3 or 2.61.10 have been deposited therein, as applicable(iii) to pay any accrued and unpaid Servicing Fee, and fourth, (iv) any balance remaining thereafter shall be retained by such Servicer for application in accordance with the balance, if any, to Sellers Receivables Sale Agreements on such Settlement Date, as allocated by the . Such Servicer pursuant shall use its reasonable best efforts to Section 2.9. Prior remit all such amounts to the occurrence of Agent’s or applicable Purchaser’s account no later than 1:00 p.m. (New York time) on such Settlement Date. Any such amounts not received by Agent or the Amortization Date, each applicable Purchaser by 2:00 pm (New York time) shall be deemed to be received on the next succeeding Business Day. The Terminating Financial Institution (and its related Conduit(s), if any) the Company in such Terminating Financial Institution’s Purchaser Group shall be collectively allocated a ratable portion of Collections received from and after the applicable its Termination Date until, with respect to a Terminating Financial Institution Termination DateInstitution, until such Terminating Financial Institution’s and its related Conduit(s)’s (Capital, if any, shall be paid in full and, with respect to a related Company (i) if any Related Financial Institution with respect to such Company continues to exist, the Capital of such Company is equal to the Company Purchase Limit (as reduced pursuant to Section 4.6(a)) of such Company or (ii) if there are no Related Financial Institutions with respect to such Company, the Capital of such Company shall be paid in full. This The applicable ratable portion shall be calculated calculated, with respect to any Terminating Financial Institution or applicable Company, on the Financial Institution Termination Date of such each Terminating Financial Institution or applicable Company as a percentage (the “Termination Percentage”) equal to (i) the Capital of such Terminating Financial Institution or applicable Company outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution “Termination DatePercentage”). Each Terminating Financial Institution’s and applicable Company’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s and each applicable Company’s Capital shall be reduced ratably with all Financial Institutions and Companies in accordance with Section 2.3.
Appears in 1 contract
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at on any time Business Day prior to the Amortization Date, any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Dateafter payment of any Obligations that are then due and owing, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution Seller hereby requests and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers hereby request and, subject to Section 6.2, the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if any) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”"REINVESTMENT") with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if any)Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or Blue Ridge Group's Account and the applicable Purchaser’s account (or, in the case Jupiter Group's Account each Group's respective Percentage of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): first, to reduce unpaid Obligations, second, ) to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits Obligations. Once such Obligations shall be reduced to zero, any additional Collections received by the Servicer (if any), applied ratably to each Terminating Financial Institution (and its related Conduit(s), if anyi) according to its respective Termination Percentage, third, if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Blue Ridge Group's Account and the Jupiter Group's Account no later than 11:00 a.m. (Chicago time) to the extent required to fund the Groups' respective Percentages of any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution Termination Date, until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution Termination Date. Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Table of Contents Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid ObligationsCP Costs, Yield and other Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Capital, thirdCP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent’s account no later than 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution date of any assignment by Company pursuant to Section 13.6 (the “Termination Date, ”) until such Terminating Financial Financing Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such each Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by dividedby (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution “Termination DatePercentage”). Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Johnson Polymer Inc)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at on any time Business Day prior to the Amortization Date, any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Dateafter payment of any Obligations that are then due and owing, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution Seller hereby requests and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers hereby request and, subject to Section 6.2, the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if any) hereby agree to make, simultaneously with such receipt, a reinvestment (each each, a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if any)Receivables Interest, such that after giving effect to such Reinvestment, the amount of Capital Invested Amount of such Purchaser Receivables Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, Invested Amount immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or Scotiabank Account and the applicable Purchaser’s account (orWachovia Account, in the case of any amount to be applied in reduction as applicable, each of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), Conduit’s and Wachovia’s respective Percentage of the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): first, to reduce unpaid Obligations, second, ) to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits Obligations. Once such Obligations shall be reduced to zero, any additional Collections received by the Servicer (if any), applied ratably to each Terminating Financial Institution (and its related Conduit(s), if anyi) according to its respective Termination Percentage, third, if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Scotiabank Account and the Wachovia Account, in each caseas applicable, no later than 12:00 noon (New York City time) to the extent required to fund the Conduit’s and Wachovia’s respective Percentages of any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution Termination Date, until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution Termination Date. Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Collections Prior to Amortization. Prior to the ---------------------------------- Amortization Date, the Purchaser Interest Percentage of any Collections and/or Deemed Collections received by the Servicer (after the initial purchase of a Purchaser Interest hereunder and on or prior to the Amortization Date) shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids Unpaids, or for a Reinvestment or an Aggregate Reduction as provided in this Section 2.2. If at any time any Upon each such receipt of the Purchaser Interest ----------- Percentage of Collections and/or Deemed Collections are received by the Servicer prior to the Amortization DateServicer, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of 3 Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment of funds (each each, a “"Reinvestment”") with that a ------------ portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestmentapplication of funds, the amount of Aggregate Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Aggregate Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt receipt. On each CP Yield Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents' respective accounts in accordance with the amount of Yield owed to each of the Conduits for the preceding Accrual Period, the amounts set aside during the preceding Accrual Period that have not been subject to a Reinvestment and apply such amounts (but giving effect if not previously paid in accordance with Section 2.1) to any reduction thereof pay Yield accrued ----------- pursuant to application Section 3.1 on the Purchaser Interests of an Aggregate Reduction)each Conduit during such ----------- Accrual Period. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or Managing Agents' respective accounts in accordance with the applicable Purchaser’s account (or, in the case Conduit Percentage of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time)its Purchase Group, the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment or applied to be the making of an Aggregate Reduction or applied in to the following order payment of priority Yield pursuant to Section 3.1 on a CP ----------- Yield Settlement Date and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid Obligations, and second, to ----------- ----- ------ reduce the Capital capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if anyincluding any Conduit treated as a Terminating Financial Institution pursuant to Section 12.5), applied ratably to each such Terminating Financial Institution (and its related Conduit(s), if any) ------------ according to its respective Termination Percentage. If such Terminating Financial Institution's Capital and Obligations shall be reduced to zero, third, any additional Collections received by the Servicer shall (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds be remitted to the LC Collateral Account, Managing Agents' respective accounts in each case, accordance with the applicable Pro Rata Shares of the related Purchasers no later than 12:00 noon (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date and (ii) thereafter be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate ----------- Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents' respective accounts ratably in accordance with the Capital held by the Purchasers in each such Managing Agent's Purchase Group, out of the amounts set aside pursuant to this Section 2.2, an amount equal to such Aggregate Reduction ----------- to be applied in accordance with Section 1.3 or 2.6, as applicable, and fourth, the balance, if any, to Sellers on such Settlement Date, as allocated by the Servicer pursuant to Section 2.91.3. Prior to the occurrence of the Amortization Date, each Each Terminating Financial ----------- Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable date of its becoming a Terminating Financial Institution (the "Termination Date, ") until ---------------- such Terminating Financial Financing Institution’s and its related Conduit(s)’s (if any) 's Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such each Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the ------- -- Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution "Termination Date----------- Percentage"). Each Terminating Financial Institution’s 's Termination Percentage ---------- shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s 's Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.. -----------
Appears in 1 contract
Samples: Receivables Purchase Agreement (Owens & Minor Inc/Va/)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the theeach Managing Agent’s or the applicable Purchaser’s respective account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid Obligations, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Capital and Obligations shall be reduced to zero, third, any additional Collections received by the Servicer (i) if applicable, shall be remitted to ratably reduce the Aggregate Capital of all Purchasers theeach Managing Agent’s respective account no later than noon (other than any Terminating Financial InstitutionsChicago time) and/or to reduce the LC Adjusted Exposure by deposit of funds to the LC Collateral Account, in each case, to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable date of its becoming a Terminating Financial Institution (the “Termination Date, ”) until such Terminating Financial Financing Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such each Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution “Termination DatePercentage”). Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Insight Enterprises Inc)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at on any time Business Day prior to the Amortization Date, any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Dateafter payment of any Obligations that are then due and owing, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution Seller hereby requests and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers hereby request and, subject to Section 6.2, the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if any) hereby agree to make, simultaneously with such receipt, a reinvestment (each each, a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if any)Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or Fifth Third Account and the applicable Wachovia Account each Purchaser’s account (or, in the case respective Percentage of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): first, to reduce unpaid Obligations, second, ) to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits Obligations. Once such Obligations shall be reduced to zero, any additional Collections received by the Servicer (if any), applied ratably to each Terminating Financial Institution (and its related Conduit(s), if anyi) according to its respective Termination Percentage, third, if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Fifth Third Account and the Wachovia Account no later than 12:00 noon (New York time) to the extent required to fund the Purchasers’ respective Percentages of any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution Termination Date, until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution Termination Date. Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Samples: Receivables Purchase Agreement (RPM International Inc/De/)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at on any time Business Day prior to the Amortization Date, any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Dateafter payment of any Obligations that are then due and owing, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution Seller hereby requests and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers hereby request and, subject to Section 6.2, the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if any) hereby agree to make, simultaneously with such receipt, a reinvestment (each each, a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if any)Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the AgentVFCC Group’s or Account and the applicable PurchaserVictory Group’s account (or, in the case Account each Group’s respective Percentage of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): first, to reduce unpaid Obligations, second, ) to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits Obligations. Once such Obligations shall be reduced to zero, any additional Collections received by the Servicer (if any), applied ratably to each Terminating Financial Institution (and its related Conduit(s), if anyi) according to its respective Termination Percentage, third, if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, VFCC Group’s Account and the Victory Group’s Account no later than 12:00 noon (New York time) to the extent required to fund the Groups’ respective Percentages of any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution Termination Date, until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution Termination Date. Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Samples: Receivables Purchase Agreement (RPM International Inc/De/)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s)Institution, if any, (y) shall set aside Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) shall set aside amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s 's or the applicable Purchaser’s 's account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid Obligations, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Capital and Obligations shall be reduced to zero, third, any additional Collections received by the Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent's or applicable Purchaser's account no later than 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Liquidity Termination Date that such Terminating Financial Institution did not consent to extend (as to such Terminating Financial Institution, the "Liquidity Provider Termination Date"), until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) 's Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Liquidity Provider Termination Date of such each Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Liquidity Provider Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Liquidity Provider Termination Date and (y) the LC Adjusted Exposure on such Financial Institution Termination Date. Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Appears in 1 contract
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid ObligationsJupiter Costs, Yield and other Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Capital, thirdJupiter Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent’s account no later than 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s)shall, if any) shall solely to the extent of any Purchaser Interests funded by such Terminating Financial Institution, be allocated a ratable portion of Collections received from and after the applicable Scheduled Commitment Termination Date of such Financial Institution Termination Date, until such Terminating Financial Financing Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Scheduled Commitment Termination Date of such each Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Scheduled Commitment Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Scheduled Commitment Termination Date and (y) the LC Adjusted Exposure on such Financial Institution “Termination DatePercentage”). Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s 's account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid ObligationsCP Costs, Yield and other Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Capital, thirdCP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent's account no later than 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution date of any assignment by Company pursuant to Section 13.6 (the "Termination Date, ") until such Terminating Financial Financing Institution’s and its related Conduit(s)’s (if any) 's Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such each Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution "Termination DatePercentage"). Each Terminating Financial Institution’s 's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s 's Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust (although not necessarily segregated) by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s 's account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid Obligations, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Capital and Obligations shall be reduced to zero, third, any additional Collections received by the Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent's account no later than 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Liquidity Termination Date that such Terminating Financial Institution Termination Date, until did not consent to extend (as to such Terminating Financial Institution’s and its related Conduit(s)’s (if any, the "Termination Date") until such Terminating Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such each Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution "Termination DatePercentage"). Each Terminating Financial Institution’s 's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s 's Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Graybar Electric Co Inc)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that a portion of the balance of each and every Collection and Deemed Collection received by the Servicer or Deemed Collection that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s 's account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid Obligations, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Capital, thirdand other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent's account no later than 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution date of any assignment by Company pursuant to Section 13.6 (the "Termination Date, ") until such Terminating Financial Financing Institution’s and its related Conduit(s)’s (if any) 's Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such each Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution "Termination DatePercentage"). Each Terminating Financial Institution’s 's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s 's Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Anixter International Inc)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the each Managing Agent’s or the applicable Purchaser’s respective account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding period since the immediately prior Settlement Period Date that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid Obligations, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Capital and Obligations shall be reduced to zero, third, any additional Collections received by the Servicer (i) if applicable, shall be remitted to ratably reduce the Aggregate Capital of all Purchasers each Managing Agent’s respective account no later than noon (other than any Terminating Financial InstitutionsChicago time) and/or to reduce the LC Adjusted Exposure by deposit of funds to the LC Collateral Account, in each case, to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable date of its becoming a Terminating Financial Institution (the “Termination Date, ”) until such Terminating Financial Financing Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such each Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution “Termination DatePercentage”). Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Insight Enterprises Inc)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the bythe Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s 's accountof, or designated by, each Funding Agent the applicable Purchaser’s account (or, in the case relevant portion of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce the relevant unpaid Obligations, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutionsin the relevant Conduit Group, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Capital and Obligations shall be reduced to zerowith respect to the Purchasers in a Conduit Group, third, any additional Collections received by the Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent'san account designated by the relevant Funding Agent no later than 11:00 a.m. (Chicago time) to the extent required to fund such Conduit Group's Reduction Pro Rata Share of any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, the balance, if any, (ii) any balance remaining thereafter shall be remitted fromthe Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Liquidity Termination Date that such Terminating Financial Institution Termination Date, until did not consent to extend (as to such Terminating Financial Institution’s and its related Conduit(s)’s (if any, the "Termination Date") until such Terminating Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such each Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution "Termination DatePercentage"). Each Terminating Financial Institution’s 's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s 's Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Energizer Holdings Inc)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s 's account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied (other than Servicing Fees so long as the conditions set forth in the following order of priority proviso in Section 2.1(vii) are satisfied) and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid Obligations, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Capital, thirdand Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent's account no later than 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution date of any assignment by Falcon pursuant to Section 13.6 (the "Termination Date, ") until such Terminating Financial Financing Institution’s and its related Conduit(s)’s (if any) 's Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such each Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution "Termination DatePercentage"). Each Terminating Financial Institution’s 's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s 's Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Samples: Receivables Purchase Agreement (School Specialty Inc)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Aggregate Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Aggregate Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s 's account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid Obligations, second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage, Percentage and third, to reduce Aggregate Capital in an amount, if any necessary, so that the aggregate of the Purchaser Interests does not exceed the Applicable Maximum Purchaser Interest, applied ratably in accordance with the Pro Rata Shares. If such Capital and Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent's account no later than 12:00 noon. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable date of its becoming a Terminating Financial Institution in accordance with Section 12.3 (the "Termination Date, ") until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) 's Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such each Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution "Termination DatePercentage"). Each Terminating Financial Institution’s 's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s 's Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Puget Sound Energy Inc)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s 's account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid Obligations, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Capital and Obligations shall be reduced to zero, third, any additional Collections received by the Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent's account no later than noon (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, the balance, if any, to Sellers on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution Termination Date, until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution Termination Date. Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.)
Appears in 1 contract
Samples: Receivables Purchase Agreement (Insight Enterprises Inc)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section SECTION 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date Committed Purchaser and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyCommitted Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”"REINVESTMENT") with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyCommitted Purchasers), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, (a) prior to the Control Date, the Servicer shall remit to each Managing Agent's account such Managing Agent's portion (taking into account the Obligations owing to the Purchasers within such Managing Agent’s or the applicable Purchaser’s account (or, in the case of 's Related Group and any amount payments to be applied in reduction made to any Terminating Committed Purchaser within such Managing Agent's Related Group pursuant to clause (c) of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), this sentence) of the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment Reinvestment, (b) on and after the Control Date, the Servicer shall remit to be applied in the following order of priority Collateral Agent's account the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment, and (c) each Managing Agent, or the Collateral Agent, as applicable,) shall apply such amounts (if not previously paid in accordance with Section SECTION 2.1): first) FIRST, to reduce unpaid Obligations, secondObligations owing to the Purchasers in such Related Group and SECOND, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Committed Purchasers in such Related Group, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) Committed Purchaser according to its respective Termination Percentage, thirdprovided, that no such Capital reduction shall be made until all of the Obligations owing to the Purchasers in each Related Group have been paid. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral AccountManaging Agents (or, in each casefollowing the Control Date, to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, the balance, if any, to Sellers on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution Termination Date, until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution Termination Date. Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.the
Appears in 1 contract
Samples: Assignment Agreement (Pioneer Standard Electronics Inc)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by the such Servicer for the benefit of the Agent and the Purchasers for the FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the any Servicer prior to the Amortization Date, (i) such Servicer shall deposit any amounts required to be deposited by its related Seller or Sellers to the Servicer LC Collateral Account pursuant to Section 1.10, shall set aside (x) the Termination Percentage (hereinafter defined) of Collections and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s)of each Company in a Terminating Financial Institution’s Purchaser Group, if any, (y) shall set aside Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) shall set aside amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers each Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduitsand, if anyto the extent applicable, any Company in a Terminating Financial Institution’s Purchaser Group) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduitsand, if anyto the extent applicable, of any Company in a Terminating Financial Institution’s Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction)); provided, however, that if, after giving effect to any such Reinvestment, the Aggregate Capital plus the Adjusted LC Participation Amount would exceed the Purchase Limit then in effect, then the Servicers shall instead set aside and hold in trust for the Agent (for the benefit of the Purchasers), and shall, at the request of the Agent, segregate in a separate account approved by the Agent, a portion of such Collections and Deemed Collections that, together with the other Collections and Deemed Collections set aside pursuant to this paragraph, shall equal the amount necessary to cause the Aggregate Capital plus the Adjusted LC Participation Amount to not exceed such Purchase Limit (determined as if such Collections and Deemed Collections set aside had been applied to reduce the Aggregate Capital at such time), which amount shall be applied in accordance with Section 1.3 as an Aggregate Reduction in respect of Aggregate Capital on the following Settlement Date. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall remit to the Agent’s or the applicable Purchaser’s account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be or applied in the following order respect of priority an Aggregate Reduction and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid ObligationsCP Costs, Yield and other Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)and, to the extent applicable, of each Company in a Terminating Financial Institution’s Purchaser Group, applied ratably to each such Terminating Financial Institution (and its related Conduit(s), if any) each such Company according to its respective Termination Percentage. If such Capital, thirdCP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by any Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent’s or applicable Purchaser’s account to the extent required to fund any Aggregate Reduction on such Settlement Date and, (ii) shall be FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT deposited into the LC Collateral Account until all amounts required to be deposited to the LC Collateral Amount in accordance with Section 1.3 or 2.6, as applicable1.10 have been deposited therein, and fourth, (iii) any balance remaining thereafter shall be remitted from such Servicer to the balance, if any, to Sellers on such Settlement Date, as allocated by the . Such Servicer pursuant shall use its reasonable best efforts to Section 2.9. Prior remit all deposit amounts to the occurrence of Agent’s or applicable Purchaser’s account no later than 12:00 noon (Chicago time) on such Settlement Date. Any such amounts not received by Agent or the Amortization Date, each applicable Purchaser by 1:00 pm (Chicago time) shall be deemed to be received on the next succeeding Business Day. Each Terminating Financial Institution (and its related Conduit(s), if any) each Company in such Terminating Financial Institution’s Purchaser Group shall be allocated a ratable portion of Collections received from and after the applicable its Termination Date until, with respect to a Terminating Financial Institution Termination DateInstitution, until such Terminating Financial Institution’s and its related Conduit(s)’s (Capital, if any, shall be paid in full and, with respect to a related Company (i) if any Related Financial Institution with respect to such Company continues to exist, the Capital of such Company is equal to the Company Purchase Limit (as reduced pursuant to Section 4.6(a)) of such Company or (ii) if there are no Related Financial Institutions with respect to such Company, the Capital of such Company shall be paid in full. This The applicable ratable portion shall be calculated calculated, with respect to any Terminating Financial Institution or applicable Company, on the Financial Institution Termination Date of such each Terminating Financial Institution or applicable Company as a percentage (the “Termination Percentage”) equal to (i) the Capital of such Terminating Financial Institution or applicable Company outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution “Termination DatePercentage”). Each Terminating Financial Institution’s and applicable Company’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s and each applicable Company’s Capital shall be reduced ratably with all Financial Institutions and Companies in accordance with Section 2.3.
Appears in 1 contract
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s 's account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid Obligations, Recourse Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Capital and Recourse Obligations shall be reduced to zero, third, any additional Collections received by the Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent's account no later than 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution date of any assignment by Conduit pursuant to Section 13.6 (the "Termination Date, ") until such Terminating Financial Financing Institution’s and its related Conduit(s)’s (if any) 's Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such each Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution "Termination DatePercentage"). Each Terminating Financial Institution’s 's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s 's Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Performance Food Group Co)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s 's account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid Obligations, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Capital and Obligations shall be reduced to zero, third, any additional Collections received by the Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent's account no later than 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution date of any assignment by Jupiter pursuant to Section 13.6 (the "Termination Date, ") until such Terminating Financial Financing Institution’s and its related Conduit(s)’s (if any) 's Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such each Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution "Termination DatePercentage"). Each Terminating Financial Institution’s 's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s 's Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of paid to the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids in accordance with this Agreement or for a Reinvestment reinvested as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each each, a “"Reinvestment”") with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s 's account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period calendar week that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid ObligationsCP Costs, Yield and other Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Capital, thirdCP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent's account no later than 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution date of any assignment by Conduit pursuant to Section 13.6 (the "Termination Date, ") until such Terminating Financial Financing Institution’s and its related Conduit(s)’s (if any) 's Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such each Terminating Financial Institution as a percentage equal to its Purchaser Interest on such Termination Date (the “"Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution Termination Date"). Each Terminating Financial Institution’s 's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s 's Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Samples: Receivables Purchase Agreement (P&l Coal Holdings Corp)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust (although not necessarily segregated) by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s 's account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid Obligations, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Capital and Obligations shall be reduced to zero, third, any additional Collections received by the Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent's account no later than 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers 3 Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Liquidity Termination Date that such Terminating Financial Institution Termination Date, until did not consent to extend (as to such Terminating Financial Institution’s and its related Conduit(s)’s (if any, the "Termination Date") until such Terminating Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such each Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution "Termination DatePercentage"). Each Terminating Financial Institution’s 's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s 's Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Graybar Electric Co Inc)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at on any time Business Day prior to the Amortization Date, any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Dateafter payment of any Obligations that are then due and owing, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution Seller hereby requests and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers hereby request and, subject to Section 6.2, the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if any) hereby agree to make, simultaneously with such receipt, a reinvestment (each each, a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if any)Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or Fifth ThirdWells Fargo Account and the applicable PNC Account each Purchaser’s account (or, in the case respective Percentage of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): first, to reduce unpaid Obligations, second, ) to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits Obligations. Once such Obligations shall be reduced to zero, any additional Collections received by the Servicer (if any), applied ratably to each Terminating Financial Institution (and its related Conduit(s), if anyi) according to its respective Termination Percentage, third, if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Fifth ThirdWells Fargo Account and the PNC Account no later than 12:00 noon (New York time) to the extent required to fund the Purchasers’ respective Percentages of any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution Termination Date, until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution Termination Date. Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Samples: Receivables Purchase Agreement (RPM International Inc/De/)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer (including any Deemed Collections paid by Seller to Servicer) shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or 's account the applicable Purchaser’s account Collections (or, in including any Deemed Collections) received by the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts Servicer which have been set aside during the preceding Settlement Period that and have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid Obligations, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage, third, if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds to the LC Collateral Account, in each case, to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, the balance, if any, to Sellers on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution Termination Date, until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution Termination Date. Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.If
Appears in 1 contract
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at on any time Business Day prior to the Amortization Date, any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Dateafter payment of any Obligations that are then due and owing, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution Seller hereby requests and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers hereby request and, subject to Section 6.2, the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if any) hereby agree to make, simultaneously with such receipt, a reinvestment (each each, a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if any)Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or Fifth Third Account and the applicable PNC Account each Purchaser’s account (or, in the case respective Percentage of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): first, to reduce unpaid Obligations, second, ) to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits Obligations. Once such Obligations shall be reduced to zero, any additional Collections received by the Servicer (if any), applied ratably to each Terminating Financial Institution (and its related Conduit(s), if anyi) according to its respective Termination Percentage, third, if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Fifth Third Account and the PNC Account no later than 12:00 noon (New York time) to the extent required to fund the Purchasers’ respective Percentages of any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution Termination Date, until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution Termination Date. Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Samples: Receivables Purchase Agreement (RPM International Inc/De/)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, for a Reinvestment as provided in this Section 2.22.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, : (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of allocable to each Terminating Financial Institution Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and its related Conduit(s)(y) the amount of Collections, if any, (y) Collections required to be used set aside pursuant to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date terms of the Second Lien Receivables Purchase Agreement and (ii) the Sellers Seller hereby request andrequests, subject to Section 6.2, and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyCommitted Purchasers) in each Group are hereby agree deemed to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance each Group’s Percentage of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage of any Purchaser Interests of Collections allocable to each Terminating Financial Institutions Committed Purchaser’s Group and their related Conduits, if anyCollections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s or the applicable Purchaseraccount specified in Section 1.4 such Co-Agent’s account (or, in the case Group’s Percentage of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding period since the prior Settlement Period Date that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to be applied in the following order of priority Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Committed Purchasers in such Group, applied ratably to each such Terminating Financial Institution (and its related Conduit(s), if any) Committed Purchaser according to its respective Termination Percentage. If any Group’s Capital, thirdCP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent’s account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) Committed Purchaser shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date, ”) until such Terminating Financial InstitutionCommitted Purchaser’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such each Terminating Financial Institution Committed Purchaser as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution Committed Purchaser outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution “Termination DatePercentage”). Each Terminating Financial InstitutionCommitted Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial InstitutionCommitted Purchaser’s Capital thereafter shall be reduced ratably with all Financial Institutions Committed Purchasers in accordance with Section 2.3.
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Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at on any time Business Day prior to the Amortization Date, any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Dateafter payment of any Obligations that are then due and owing, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution Seller hereby requests and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers hereby request and, subject to Section 6.2, the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if any) hereby agree to make, simultaneously with such receipt, a reinvestment (each each, a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if any)Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or Santander Account and the applicable PNC Account each Purchaser’s account (or, in the case respective Percentage of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): first, to reduce unpaid Obligations, second, ) to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits Obligations. Once such Obligations shall be reduced to zero, any additional Collections received by the Servicer (if any), applied ratably to each Terminating Financial Institution (and its related Conduit(s), if anyi) according to its respective Termination Percentage, third, if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Santander Account and the PNC Account no later than 12:00 noon (New York time) to the extent required to fund the Purchasers’ respective Percentages of any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution Termination Date, until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution Termination Date. Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Samples: Receivables Purchase Agreement (RPM International Inc/De/)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall will be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall will set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date Falcon Group and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyin the Falcon Group) hereby agree to make, simultaneously with such receipt, a reinvestment (each each, a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest in which such Purchaser has an interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyin the Falcon Group), such that after giving effect to such Reinvestment, the amount of Capital of each such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall will be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall will remit to the Falcon Agent’s or the applicable Purchaserand Fifth Third’s account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), respective accounts the amounts set aside for each Group during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid Obligations, Obligations owing to such Group and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)in the Falcon Group, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) in the Falcon Group according to its respective Termination Percentage. If such Obligations will be reduced to zero, third, any additional Collections received by the Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds will be remitted to the LC Collateral Account, in each case, Falcon Agent’s and Fifth Third’s respective accounts no later than 11:00 a.m. (Chicago time) to the extent required to fund their respective Percentages of any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter will be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall in the Falcon Group will be allocated a ratable portion of the Falcon Group’s Percentage of Collections received from and after the applicable Financial Institution date of any assignment by Falcon pursuant to Section 13.6 (the “Termination Date, ”) until such Terminating Financial Financing Institution’s and its related Conduit(s)’s (if any) Capital shall will be paid in full. This ratable portion shall will be calculated on the Financial Institution Termination Date of such each Terminating Financial Institution in the Falcon Group as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate aggregate Capital outstanding from the Falcon Group on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution “Termination DatePercentage”). Each Terminating Financial Institution’s Termination Percentage shall will remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall will be disregarded, and each Terminating Financial Institution’s Capital shall will be reduced ratably with all Financial Institutions in the Falcon Group in accordance with Section 2.3.
Appears in 1 contract
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request requests and, subject to Section 6.2, the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if any) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if any), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority (if not previously paid in accordance with Section 2.1): first, to reduce unpaid Obligations, second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any), applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage, third, if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds to the LC Collateral Account, in each case, to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, the balance, if any, to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution Termination Date, until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution Termination Date. Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Cardinal Health Inc)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or Unpaids, for a Reinvestment as provided in this Section 2.22.2 or to reduce the Aggregate Capital outstanding in accordance with Section 1.3. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, : (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of allocable to each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date Committed Purchaser’s Group and (ii) the Sellers Seller hereby request andrequests, subject to Section 6.2, and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyCommitted Purchasers) in each Group are hereby agree deemed to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance each Group’s Percentage of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage of any Purchaser Interests of Collections allocable to each Terminating Financial Institutions Committed Purchaser’s Group and their related Conduits, if anyCollections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s or the applicable Purchaseraccount specified in Section 1.4 such Co-Agent’s account (or, in the case Group’s Percentage of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding period since the prior Settlement Period Date that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to be applied in the following order of priority Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Committed Purchasers in such Group, applied ratably to each such Terminating Financial Institution (and its related Conduit(s), if any) Committed Purchaser according to its respective Termination Percentage. If any Group’s Capital, thirdCP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent’s account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) Committed Purchaser shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date, ”) until such Terminating Financial InstitutionCommitted Purchaser’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such each Terminating Financial Institution Committed Purchaser as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution Committed Purchaser outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution “Termination DatePercentage”). Each Terminating Financial InstitutionCommitted Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial InstitutionCommitted Purchaser’s Capital thereafter shall be reduced ratably with all Financial Institutions Committed Purchasers in accordance with Section 2.3.
Appears in 1 contract
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s)Institution, if any, (y) shall set aside Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) shall set aside amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the all amounts previously set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid Obligations, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, FOURTH AMENDED AND RESTATED applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Capital and Obligations shall be reduced to zero, third, any additional Collections received by the Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent’s or applicable Purchaser’s account no later than 1:00 pm (Eastern time) to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Liquidity Termination Date that such Terminating Financial Institution did not consent to extend (as to such Terminating Financial Institution, the “Liquidity Provider Termination Date”), until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Liquidity Provider Termination Date of such each Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Liquidity Provider Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Liquidity Provider Termination Date and (y) the LC Adjusted Exposure on such Financial Institution “Termination DatePercentage”). Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.32.3 and Section 2.4.
Appears in 1 contract
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each each, a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid ObligationsCP Costs, Yield and other Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Capital, thirdCP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent’s account no later than 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date, ”) until such Terminating Financial Financing Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such each Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution “Termination DatePercentage”). Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Collections Prior to Amortization. Prior to the ------------------------------------ Amortization Date, any Collections and/or Deemed Collections received by the Master Servicer shall be set aside and held in trust by the Master Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Master Servicer prior to the Amortization Date, (i) the Master Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”"REINVESTMENT") with that portion of the balance of each and every Collection and Deemed Collection received by the Master Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Master Servicer shall remit to the Agent’s or the applicable Purchaser’s 's account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid ObligationsCP Costs, Yield and other Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Capital, thirdCP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the Master Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent's account no later than 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Master Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution Termination Date, date of any assignment by Conduit pursuant to Section 13.6 (the "TERMINATION DATE") until such Terminating Financial Financing Institution’s and its related Conduit(s)’s (if any) 's Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such each Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution Termination Date"TERMINATION PERCENTAGE"). Each Terminating Financial Institution’s 's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s 's Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Ralcorp Holdings Inc /Mo)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by the such Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the any Servicer prior to the Amortization Date, (i) the such Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s)of each Company in a Terminating Financial Institution’s Purchaser Group, if any, (y) shall set aside Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) shall set aside amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers each Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduitsand, if anyto the extent applicable, any Company in a Terminating Financial Institution’s Purchaser Group) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduitsand, if anyto the extent applicable, of any Company in a Terminating Financial Institution’s Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall remit to the Agent’s or the applicable Purchaser’s account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid ObligationsCP Costs, Yield and other Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)and, to the extent applicable, of each Company in a Terminating Financial Institution’s Purchaser Group, applied ratably to each such Terminating Financial Institution (and its related Conduit(s), if any) each such Company according to its respective Termination Percentage. If such Capital, thirdCP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by any Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent’s or applicable Purchaser’s account to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from such Servicer to the balance, if any, to Sellers on such Settlement Date, as allocated by the . Such Servicer pursuant shall use its reasonable best efforts to Section 2.9. Prior remit all deposit amounts to the occurrence of Agent’s or applicable Purchaser’s account no later than 12:00 noon (Chicago time) on such Settlement Date. Any such amounts not received by Agent or the Amortization Date, each applicable Purchaser by 1:00 pm (Chicago time) shall be deemed to be received on the next succeeding Business Day. Each Terminating Financial Institution (and its related Conduit(s), if any) each Company in such Terminating Financial Institution’s Purchaser Group shall be allocated a ratable portion of Collections received from and after the applicable its Termination Date until, with respect to a Terminating Financial Institution Termination DateInstitution, until such Terminating Financial Institution’s and its related Conduit(s)’s (Capital, if any, shall be paid in full and, with respect to a related Company (i) if any Related Financial Institution with respect to such Company continues to exist, the Capital of such Company is equal to the Company Purchase Limit (as reduced pursuant to Section 4.6(a)) of such Company or (ii) if there are no Related Financial Institutions with respect to such Company, the Capital of such Company shall be paid in full. This The applicable ratable portion shall be calculated calculated, with respect to any Terminating Financial Institution or applicable Company, on the Financial Institution Termination Date of such each Terminating Financial Institution or applicable Company as a percentage (the “Termination Percentage”) equal to (i) the Capital of such Terminating Financial Institution or applicable Company outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution “Termination DatePercentage”). Each Terminating Financial Institution’s and applicable Company’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s and each applicable Company’s Capital shall be reduced ratably with all Financial Institutions and Companies in accordance with Section 2.3.
Appears in 1 contract
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer (after the initial purchase of a Purchaser Interest hereunder and on or prior to the Amortization Date of such Purchaser Interest) shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2up to the amount necessary to fund such Aggregate Unpaids. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by Seller hereby requests and the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers hereby request and, subject to Section 6.2, the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if any) hereby agree agrees to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if any)Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): first, ) to reduce unpaid other Obligations. If such other Obligations shall be reduced to zero, second, to reduce any additional Collections and/or Deemed Collections received by the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits Servicer shall (if any), applied ratably to each Terminating Financial Institution (and its related Conduit(s), if anyi) according to its respective Termination Percentage, third, if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds be remitted to the LC Collateral Account, in each case, Purchaser’s account no later than 11:00 a.m. (Central time) to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) thereafter be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution Termination Date, until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution Termination Date. Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s 's account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid ObligationsCP Costs, Yield and other Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Terminat ing Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Capital and such CP Costs, thirdYield and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent's account no later than 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution date of any assignment by Company pursuant to Section 13.6 (the "Termination Date, ") until such Terminating Financial Financing Institution’s and its related Conduit(s)’s (if any) 's Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such each Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution "Termination DatePercentage"). Each Terminating Financial Institution’s 's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s 's Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment aReinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid Obligations, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Capital and Obligations shall be reduced to zero, third, any additional Collections received by the Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent’s account no later than 11:30 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution date of any assignment by Jupiter pursuant to Section 13.6(the “Termination Date, ”) until such Terminating Financial Financing Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such each Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution “Termination DatePercentage”). Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Samples: Receivables Financing Agreement (Syncor International Corp /De/)
Collections Prior to Amortization. Prior to the Amortization Facility --------------------------------- Termination Date, any Collections and/or Deemed Collections received by the Servicer (after the initial purchase of a Receivable Interest hereunder and on or prior to the Facility Termination Date of such Receivable Interest) shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.22.06. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Facility Termination Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution Seller hereby requests and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers hereby request and, subject to Section 6.2, the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if any) in each Purchaser Group hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Receivable Interest of that Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if any)Group, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Receivable Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (receipt, but after giving effect to any reduction thereof of Capital pursuant to application of an Aggregate Reduction)Section 2.03 and reduction in Purchase Limit pursuant to Section 2.01 to be effected on such date. On each Settlement Date prior to the occurrence of the Amortization Facility Termination Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s account (or, in the case Co-Agents' accounts their Purchaser Groups' respective Percentages of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding related Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): first, 2.05) to reduce unpaid Obligations. If such Obligations shall be reduced to zero, second, to reduce any additional Collections received by the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits Servicer shall (if any), applied ratably to each Terminating Financial Institution (and its related Conduit(s), if anyi) according to its respective Termination Percentage, third, if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds be remitted to the LC Collateral AccountCo-Agents' accounts, ratably in each caseaccordance with their respective Purchaser Group's Percentages, no later than 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) thereafter be remitted from the balance, if any, Servicer to Sellers the Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution Termination Date, until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution Termination Date. Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Samples: Receivable Interest Purchase Agreement (Federal Mogul Corp)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by the such Servicer for the benefit of the Agent and the Purchasers for the FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the any Servicer prior to the Amortization Date, (i) such Servicer shall deposit any amounts required to be deposited by its related Seller or Sellers to the Servicer LC Collateral Account pursuant to Section 2.10, shall set aside (x) the Termination Percentage (hereinafter defined) of Collections and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s)of each Company in a Terminating Financial Institution’s Purchaser Group, if any, (y) shall set aside Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) shall set aside amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers each Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduitsand, if anyto the extent applicable, any Company in a Terminating Financial Institution’s Purchaser Group) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduitsand, if anyto the extent applicable, of any Company in a Terminating Financial Institution’s Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction); provided, however, that if, after giving effect to any such Reinvestment, the Aggregate Capital plus the Adjusted LC Participation Amount would exceed the Purchase Limit then in effect, then the Servicers shall instead set aside and hold in trust for the Agent (for the benefit of the Purchasers), and shall, at the request of the Agent, segregate in a separate account approved by the Agent, a portion of such Collections and Deemed Collections that, together with the other Collections and Deemed Collections set aside pursuant to this paragraph, shall equal the amount necessary to cause the Aggregate Capital plus the Adjusted LC Participation Amount to not exceed such Purchase Limit (determined as if such Collections and Deemed Collections set aside had been applied to reduce the Aggregate Capital at such time), which amount shall be applied in accordance with Section 2.3 as an Aggregate Reduction in respect of Aggregate Capital on the following Settlement Date. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall remit to the Agent’s or the applicable Purchaser’s account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be or applied in the following order respect of priority an Aggregate Reduction and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid ObligationsCP Costs, Yield and other Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)and, to the extent applicable, of each Company in a Terminating Financial Institution’s Purchaser Group, applied ratably to each such Terminating Financial Institution (and its related Conduit(s), if any) each such Company according to its respective Termination Percentage. If such Capital, thirdCP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by any Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent’s or applicable Purchaser’s account to the extent required to fund any Aggregate Reduction on such Settlement Date Date, (ii) shall be FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT deposited into the LC Collateral Account until all amounts required to be deposited to the LC Collateral Amount in accordance with Section 1.3 or 2.6, as applicable2.10 have been deposited therein, and fourth, (iii) any balance remaining thereafter shall be remitted from such Servicer to the balance, if any, to Sellers on such Settlement Date, as allocated by the . Such Servicer pursuant shall use its reasonable best efforts to Section 2.9. Prior remit all deposit amounts to the occurrence of Agent’s or applicable Purchaser’s account no later than 12:00 noon (Chicago time) on such Settlement Date. Any such amounts not received by Agent or the Amortization Date, each applicable Purchaser by 1:00 pm (Chicago time) shall be deemed to be received on the next succeeding Business Day. Each Terminating Financial Institution (and its related Conduit(s), if any) each Company in such Terminating Financial Institution’s Purchaser Group shall be allocated a ratable portion of Collections received from and after the applicable its Termination Date until, with respect to a Terminating Financial Institution Termination DateInstitution, until such Terminating Financial Institution’s and its related Conduit(s)’s (Capital, if any, shall be paid in full and, with respect to a related Company (i) if any Related Financial Institution with respect to such Company continues to exist, the Capital of such Company is equal to the Company Purchase Limit (as reduced pursuant to Section 4.6(a)) of such Company or (ii) if there are no Related Financial Institutions with respect to such Company, the Capital of such Company shall be paid in full. This The applicable ratable portion shall be calculated calculated, with respect to any Terminating Financial Institution or applicable Company, on the Financial Institution Termination Date of such each Terminating Financial Institution or applicable Company as a percentage (the “Termination Percentage”) equal to (i) the Capital of such Terminating Financial Institution or applicable Company outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution “Termination DatePercentage”). Each Terminating Financial Institution’s and applicable Company’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s and each applicable Company’s Capital shall be reduced ratably with all Financial Institutions and Companies in accordance with Section 2.3.
Appears in 1 contract
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment or an Aggregate Reduction as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (as hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment of funds (each a “Reinvestment”) with that a portion of the balance of each and every Collection and Deemed Collection received by the Servicer or Deemed Collection that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Aggregate Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Aggregate Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or Managing Agents’ respective accounts in accordance with the applicable Purchaser’s account (or, in the case Group Pro Rata Share of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time)its Purchase Group, the amounts set aside during the preceding Settlement Accrual Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid Obligations, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each such Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Terminating Financial Institution’s Capital and other Obligations shall be reduced to zero, third, any additional Collections received by the Servicer shall (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds be remitted to the LC Collateral Account, Managing Agents’ respective accounts in each case, accordance with the applicable Pro Rata Shares of the related Purchasers no later than 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6and (ii) thereafter, as applicable, and fourth, be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable date on which it became a Terminating Financial Institution (the “Termination Date, ”) until such Terminating Financial Financing Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such each Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution “Termination DatePercentage”). Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Anixter International Inc)
Collections Prior to Amortization. Prior to the Amortization --------------------------------- Date, on each day, any Collections and/or Deemed Collections received by the Servicer Seller (net of Estimated Daily Sales Taxes Receivable) shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer Seller prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution Seller hereby requests and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers hereby request and, subject to Section 6.2, the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if any) hereby agree to make, simultaneously with such receipt, a reinvestment (each each, a “"Reinvestment”") with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer Seller that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if any)Receivable Interest, such that after giving effect to such Reinvestment, the amount of Capital Invested Amount of such Purchaser Receivable Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, Invested Amount immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or Blue Ridge Group's Account and the applicable Purchaser’s account (or, in the case Blue Keel Group's Account each Group's respective Percentage of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): first, ) to reduce unpaid Obligations. Once such Obligations shall be reduced to zero, second, to reduce any additional Collections received by the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits Servicer (if any), applied ratably to each Terminating Financial Institution (and its related Conduit(s), if anyi) according to its respective Termination Percentage, third, if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Blue Ridge Group's Account and the Blue Keel Group's Account no later than 11:00 a.m. (New York time) to the extent required to fund the Groups' respective Percentages of any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution Termination Date, until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution Termination Date. Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Owens & Minor Inc/Va/)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by the such Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the any Servicer prior to the Amortization Date, (i) the such Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s)of each Company in a Terminating Financial Institution’s Purchaser Group, if any, (y) shall set aside Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) shall set aside amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers each Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduitsand, if anyto the extent AMENDMENT NO. 7 TO FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION OF PERFORMANCE UNDERTAKING applicable, any Company in a Terminating Financial Institution’s Purchaser Group) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduitsand, if anyto the extent applicable, of any Company in a Terminating Financial Institution’s Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall remit to the Agent’s or the applicable Purchaser’s account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid ObligationsCP Costs, Yield and other Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)and, to the extent applicable, of each Company in a Terminating Financial Institution’s Purchaser Group, applied ratably to each such Terminating Financial Institution (and its related Conduit(s), if any) each such Company according to its respective Termination Percentage. If such Capital, thirdCP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by any Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent’s or applicable Purchaser’s account to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from such Servicer to the balance, if any, to Sellers on such Settlement Date, as allocated by the . Such Servicer pursuant shall use its reasonable best efforts to Section 2.9. Prior remit all deposit amounts to the occurrence of Agent’s or applicable Purchaser’s account no later than 12:00 noon (Chicago time) on such Settlement Date. Any such amounts not received by Agent or the Amortization Date, each applicable Purchaser by 1:00 pm (Chicago time) shall be deemed to be received on the next succeeding Business Day. Each Terminating Financial Institution (and its related Conduit(s), if any) each Company in such Terminating Financial Institution’s Purchaser Group shall be allocated a ratable portion of Collections received from and after the applicable its Termination Date until, with respect to a Terminating Financial Institution Termination DateInstitution, until such Terminating Financial Institution’s and its related Conduit(s)’s (Capital, if any, shall be paid in full and, with respect to a related Company (i) if any Related Financial Institution with respect to such Company continues to exist, the Capital of such Company is equal to the Company Purchase Limit (as reduced pursuant to Section 4.6(a)) of such Company or (ii) if there are no Related Financial Institutions with respect to such Company, the Capital of such Company shall be paid in full. This The applicable ratable portion shall be calculated calculated, with respect to any Terminating Financial Institution or applicable Company, on the Financial Institution Termination Date of such each Terminating Financial Institution or applicable Company as a percentage (the “Termination Percentage”) equal to (i) the Capital of such Terminating Financial Institution or applicable Company outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution “Termination DatePercentage”). Each Terminating Financial Institution’s and AMENDMENT NO. 7 TO FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION OF PERFORMANCE UNDERTAKING applicable Company’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s and each applicable Company’s Capital shall be reduced ratably with all Financial Institutions and Companies in accordance with Section 2.3.
Appears in 1 contract
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s)Institution, if any, (y) shall set aside Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) shall set aside amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the all amounts previously set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid Obligations, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Capital and Obligations shall be reduced to zero, third, any additional Collections received by the Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent’s or applicable Purchaser’s account no later than 1:00 pm (Eastern time) to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Liquidity Termination Date that such Terminating Financial Institution did not consent to extend (as to such Terminating Financial Institution, the “Liquidity Provider Termination Date”), until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Liquidity Provider Termination Date of such each Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Liquidity Provider Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Liquidity Provider Termination Date and (y) the LC Adjusted Exposure on such Financial Institution “Termination DatePercentage”). Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.2.3 and Section 2.4. FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Appears in 1 contract
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment or an Aggregate Reduction as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (as hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment of funds (each a “Reinvestment”) with that a portion of the balance of each and every Collection and Deemed Collection received by the Servicer or Deemed Collection that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Aggregate Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Aggregate Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or Managing Agents’ respective accounts in accordance with the applicable Purchaser’s account (or, in the case Group Pro Rata Share of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time)its Purchase Group, the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid Obligations, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each such Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Terminating Financial Institution’s Capital and other Obligations shall be reduced to zero, third, any additional Collections received by the Servicer shall (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds be remitted to the LC Collateral Account, Managing Agents’ respective accounts in each case, accordance with the applicable Pro Rata Shares of the related Purchasers no later than 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6and (ii) thereafter, as applicable, and fourth, be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable date on which it became a Terminating Financial Institution (the “Termination Date, ”) until such Terminating Financial Financing Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such each Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution “Termination DatePercentage”). Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Anixter International Inc)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by the such Servicer for the benefit of the Agent and the Purchasers for the FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the any Servicer prior to the Amortization Date, (i) such Servicer shall deposit any amounts required to be deposited by its related Seller or Sellers to the Servicer LC Collateral Account pursuant to Section 1.10, shall set aside (x) the Termination Percentage (hereinafter defined) of Collections and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s)of each Company in a Terminating Financial Institution’s Purchaser Group, if any, (y) shall set aside Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) shall set aside amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers each Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduitsand, if anyto the extent applicable, any Company in a Terminating Financial Institution’s Purchaser Group) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduitsand, if anyto the extent applicable, of any Company in a Terminating Financial Institution’s Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction); provided, however, that if, after giving effect to any such Reinvestment, the Aggregate Capital plus the Adjusted LC Participation Amount would exceed the Purchase Limit then in effect, then the Servicers shall instead set aside and hold in trust for the Agent (for the benefit of the Purchasers), and shall, at the request of the Agent, segregate in a separate account approved by the Agent, a portion of such Collections and Deemed Collections that, together with the other Collections and Deemed Collections set aside pursuant to this paragraph, shall equal the amount necessary to cause the Aggregate Capital plus the Adjusted LC Participation Amount to not exceed such Purchase Limit (determined as if such Collections and Deemed Collections set aside had been applied to reduce the Aggregate Capital at such time), which amount shall be applied in accordance with Section 1.3 as an Aggregate Reduction in respect of Aggregate Capital on the following Settlement Date. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall remit to the Agent’s or the applicable Purchaser’s account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be or applied in the following order respect of priority an Aggregate Reduction and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid ObligationsCP Costs, Yield and other Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)and, to the extent applicable, of each Company in a Terminating Financial Institution’s Purchaser Group, applied ratably to each such Terminating Financial Institution (and its related Conduit(s), if any) each such Company according to its respective Termination Percentage. If such Capital, thirdCP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by any Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent’s or applicable Purchaser’s account to the extent required to fund any Aggregate Reduction on such Settlement Date Date, (ii) shall be FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT deposited into the LC Collateral Account until all amounts required to be deposited to the LC Collateral Amount in accordance with Section 1.3 or 2.6, as applicable1.10 have been deposited therein, and fourth, (iii) any balance remaining thereafter shall be remitted from such Servicer to the balance, if any, to Sellers on such Settlement Date, as allocated by the . Such Servicer pursuant shall use its reasonable best efforts to Section 2.9. Prior remit all deposit amounts to the occurrence of Agent’s or applicable Purchaser’s account no later than 12:00 noon (Chicago time) on such Settlement Date. Any such amounts not received by Agent or the Amortization Date, each applicable Purchaser by 1:00 pm (Chicago time) shall be deemed to be received on the next succeeding Business Day. Each Terminating Financial Institution (and its related Conduit(s), if any) each Company in such Terminating Financial Institution’s Purchaser Group shall be allocated a ratable portion of Collections received from and after the applicable its Termination Date until, with respect to a Terminating Financial Institution Termination DateInstitution, until such Terminating Financial Institution’s and its related Conduit(s)’s (Capital, if any, shall be paid in full and, with respect to a related Company (i) if any Related Financial Institution with respect to such Company continues to exist, the Capital of such Company is equal to the Company Purchase Limit (as reduced pursuant to Section 4.6(a)) of such Company or (ii) if there are no Related Financial Institutions with respect to such Company, the Capital of such Company shall be paid in full. This The applicable ratable portion shall be calculated calculated, with respect to any Terminating Financial Institution or applicable Company, on the Financial Institution Termination Date of such each Terminating Financial Institution or applicable Company as a percentage (the “Termination Percentage”) equal to (i) the Capital of such Terminating Financial Institution or applicable Company outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution “Termination DatePercentage”). Each Terminating Financial Institution’s and applicable Company’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s and each applicable Company’s Capital shall be reduced ratably with all Financial Institutions and Companies in accordance with Section 2.3.
Appears in 1 contract
Collections Prior to Amortization. Prior to the Amortization Facility Termination Date, any Collections and/or Deemed Collections received by the Servicer (after the initial purchase of a Receivable Interest hereunder and on or prior to the Facility Termination Date of such Receivable Interest) shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2Unpaids. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Facility Termination Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution Seller hereby requests and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers hereby request and, subject to Section 6.2, the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if any) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if any)Receivable Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Receivable Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (receipt, but after giving effect to any reduction thereof of Capital pursuant to application of an Aggregate Reduction)Section 2.03 and reduction in Purchase Limit pursuant to section 2.01 to be effected on such date. On each Settlement Date prior to the occurrence of the Amortization Facility Termination Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s 's account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding related Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): first, 2.05) to reduce unpaid CP Costs, Yield and other Obligations. If such CP Costs, secondYield and other Obligations shall be reduced to zero, to reduce any additional Collections received by the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits Servicer shall (if any), applied ratably to each Terminating Financial Institution (and its related Conduit(s), if anyi) according to its respective Termination Percentage, third, if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds be remitted to the LC Collateral Account, in each case, Agent's account no later than 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) thereafter be remitted from the balance, if any, Servicer to Sellers the Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution Termination Date, until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution Termination Date. Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Samples: Receivable Interest Purchase Agreement (Federal Mogul Corp)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (ia) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (yb) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 Seller hereby requests and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers hereby request and, subject to Section 6.2, the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s Company's account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid Obligations, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Capital and Obligations shall be reduced to zero, third, any additional Collections received by the Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Company's account no later than 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, the balance, if any, to Sellers on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution Termination Date, until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution Termination Date. Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.such
Appears in 1 contract
Samples: Receivables Purchase Agreement (Ceridian Corp /De/)
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request and, subject to Section 6.2, requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction)receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s 's account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid Obligations, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If such Capital and Obligations shall be reduced to zero, third, any additional Collections received by the Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent's account no later than 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from the balance, if any, Servicer to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution date of any assignment by Falcon pursuant to Section 13.6 (the "Termination Date, ") until such Terminating Financial Financing Institution’s and its related Conduit(s)’s (if any) 's Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such each Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution "Termination DatePercentage"). Each Terminating Financial Institution’s 's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s 's Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Appears in 1 contract
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by the such Servicer for the benefit of the Agent and the Purchasers Secured Parties for the payment of any accrued and unpaid Aggregate Unpaids Unpaids, for deposit into the LC Collateral Account or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the any Servicer prior to the Amortization Date, (i) such Servicer shall deposit any amounts required to be deposited by its related Seller or Sellers to the Servicer LC Collateral Account pursuant to Section 1.10, shall set aside (x) the Termination Percentage (hereinafter defined) of Collections and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s)of each Company in a Terminating Financial Institution’s Purchaser Group, if any, (y) shall set aside Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) shall set aside amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers hereby request and, subject to Section 6.2Sections 8.4 and 8.5(b), each Seller hereby requests and the Purchasers (other than any Terminating Financial Institutions and their related Conduitsand, if anyto the extent applicable, any Company in a Terminating Financial Institution’s Purchaser Group) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduitsand, if anyto the extent applicable, of any Company in a Terminating Financial Institution’s Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction); provided, however, that if, after giving effect to any such Reinvestment, the Aggregate Capital plus the Adjusted LC Participation Amount would exceed the Purchase Limit then in effect, then the Servicers shall instead set aside and hold in trust for the Agent (for the benefit of the Purchasers), and shall, at the request of the Agent, segregate in a separate account approved by the Agent, a portion of such Collections and Deemed Collections that, together with the other Collections and Deemed Collections set aside pursuant to this paragraph, shall equal the amount necessary to cause the Aggregate Capital plus the Adjusted LC Participation Amount to not exceed such Purchase Limit (determined as if such Collections and Deemed Collections set aside had been applied to reduce the Aggregate Capital at such time), which amount shall be applied in accordance with Section 1.3 as an Aggregate Reduction in respect of Aggregate Capital on the following Settlement Date. On Subject to Sections 8.4 and 8.5(b), on each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall remit to the Agent’s or the applicable Purchaser’s account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be or applied in the following order respect of priority an Aggregate Reduction and apply such amounts (if not previously paid in accordance with Section 2.1): ) first, to reduce unpaid ObligationsCP Costs, Yield and other Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)and, to the extent applicable, of each Company in a Terminating Financial Institution’s Purchaser Group, applied ratably to each such Terminating Financial Institution (and its related Conduit(s), if any) each such Company according to its respective Termination Percentage. If such Capital, thirdCP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by any Servicer (i) if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent’s or applicable Purchaser’s account to the extent required to fund any Aggregate Reduction on such Settlement Date Date, (ii) shall be deposited into the LC Collateral Account until all amounts required to be deposited to the LC Collateral Account in accordance with Section 1.3 or 2.61.10 have been deposited therein, as applicable(iii) to pay any accrued and unpaid Servicing Fee, and fourth, (iv) any balance remaining thereafter shall be remitted from such Servicer to the balance, if any, to Sellers on such Settlement Date, as allocated by the . Such Servicer pursuant shall use its reasonable best efforts to Section 2.9. Prior remit all deposit amounts to the occurrence of Agent’s or applicable Purchaser’s account no later than 1:00 p.m. (New York time) on such Settlement Date. Any such amounts not received by Agent or the Amortization Date, each applicable Purchaser by 2:00 pm (New York time) shall be deemed to be received on the next succeeding Business Day. The Terminating Financial Institution (and its related Conduit(s), if any) the Company in such Terminating Financial Institution’s Purchaser Group shall be collectively allocated a ratable portion of Collections received from and after the applicable its Termination Date until, with respect to a Terminating Financial Institution Termination DateInstitution, until such Terminating Financial Institution’s and its related Conduit(s)’s (Capital, if any, shall be paid in full and, with respect to a related Company (i) if any Related Financial Institution with respect to such Company continues to exist, the Capital of such Company is equal to the Company Purchase Limit (as reduced pursuant to Section 4.6(a)) of such Company or (ii) if there are no Related Financial Institutions with respect to such Company, the Capital of such Company shall be paid in full. This The applicable ratable portion shall be calculated calculated, with respect to any Terminating Financial Institution or applicable Company, on the Financial Institution Termination Date of such each Terminating Financial Institution or applicable Company as a percentage (the “Termination Percentage”) equal to (i) the Capital of such Terminating Financial Institution or applicable Company outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution “Termination DatePercentage”). Each Terminating Financial Institution’s and applicable Company’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s and each applicable Company’s Capital shall be reduced ratably with all Financial Institutions and Companies in accordance with Section 2.3.
Appears in 1 contract
Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by the such Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections fifth amended and restated receivables purchase agreement are received by the any Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution Seller hereby requests and its related Conduit(s), if any, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers hereby request and, subject to Section 6.2, the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if any) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if any)Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall remit to the Agent’s or the applicable Purchaser’s account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority and apply such amounts (if not previously paid in accordance with Section 2.1): first, ) to reduce unpaid CP Costs, Yield and other Obligations. If such Capital, secondCP Costs, Yield and other Obligations shall be reduced to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits zero, any additional Collections received by any Servicer (if any), applied ratably to each Terminating Financial Institution (and its related Conduit(s), if anyi) according to its respective Termination Percentage, third, if applicable, to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds shall be remitted to the LC Collateral Account, in each case, Agent’s or applicable Purchaser’s account to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, (ii) any balance remaining thereafter shall be remitted from such Servicer to the balance, if any, to Sellers on such Settlement Date, as allocated . Such Servicer shall use its reasonable best efforts to remit all deposit amounts in the Agent’s or applicable Purchaser’s account no later than 12:00 noon (Chicago time) on such Settlement Date. Any such amounts not received by Agent or the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Terminating Financial Institution applicable Purchaser by 1:00 pm (and its related Conduit(s), if anyChicago time) shall be allocated a ratable portion of Collections deemed to be received from and after the applicable Financial Institution Termination Date, until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of such Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the LC Adjusted Exposure on such Financial Institution Termination Date. Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3next succeeding Business Day.
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Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and its related Conduit(s), if anyInstitution, (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) the Sellers Seller hereby request requests and, subject to Section 6.2, the Purchasers (other than any Terminating Financial Institutions and their related Conduits, if anyInstitutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and their related Conduits, if anyInstitutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s or the applicable Purchaser’s account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account)account, no later than 12:00 noon 11:00 a.m. (New York Chicago time), the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment to be applied in the following order of priority as follows (if not previously paid in accordance with Section 2.1): first, to reduce unpaid Obligations, second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and their respective related Conduits (if any)Institutions, applied ratably to each Terminating Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage, third, if applicable, to ratably reduce the Aggregate Capital of all Purchasers Financial Institutions (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds to the LC Collateral Account), in each case, pro rata to the extent required to fund any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, the balance, if any, to Sellers Seller on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Prior to the occurrence of the Amortization Date, each Each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Liquidity Termination Date that such Terminating Financial Institution did not consent to extend (as to such Terminating Financial Institution, the “Liquidity Provider Termination Date”), until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Liquidity Provider Termination Date of such Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Liquidity Provider Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Liquidity Provider Termination Date and (y) the LC Adjusted Exposure on such Financial Institution “Termination DatePercentage”). Each Terminating Financial Institution’s Termination SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
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Samples: Receivables Purchase Agreement (Cardinal Health Inc)
