Contribution of Receivables. (a) ICP hereby transfers to ICPPC, as a contribution to the capital of ICPPC, all its right, title and interest in, to and under: (i) $1,017,156,.79 of Receivables of ICP having, among the existing Receivables, the oldest invoice dates as of the closing of ICP's business on the Initial Cut-Off Date (the "Contributed ICPPC Initial Receivables"), (ii) all Related Security with respect to the Contributed ICPPC Initial Receivables, (iii) all proceeds of the foregoing, including all funds received by any Person in payment of any amounts owed (including invoice prices, finance charges, interest and all other charges, if any) in respect of any Contributed ICPPC Initial Receivable or Related Security with respect to any such Contributed ICPPC Initial Receivable, or otherwise applied to repay or discharge any such Contributed ICPPC Initial Receivable (including insurance payments that ICP or the Servicer applies in the ordinary course of its business to amounts owed in respect of any such Contributed ICPPC Initial Receivable and net proceeds of any sale or other disposition or repossessed goods that were the subject of any such Contributed ICPPC Initial Receivable) or other collateral or property of any Obligor or any other party directly or indirectly liable for payment of such Contributed ICPPC Initial Receivables, and (iv) all Records relating to any of the foregoing (the items listed above in clauses (ii), (iii) and (iv) being referred to herein as the "Related Contributed ICPPC Initial Assets"). (b) ICPPC hereby transfers to Buyer, as a contribution to the capital of Buyer, all its right, title and interest in, to and under the Contributed ICPPC Initial Receivables and the Related Contributed ICPPC Initial Assets. (c) ICP hereby transfers to Buyer, as a contribution to the capital of Buyer, all its right, title and interest in, to and under: (i) $54,926,466.85 of Receivables of ICP having, among the existing Receivables (other than the Contributed ICPPC Initial Receivables), the oldest invoice dates as of the closing of ICP's business on the Initial Cut-Off Date (the "Contributed ICP Initial Receivables," and collectively with the Contributed ICPPC Initial Receivables, the "Contributed Initial Receivables"), (ii) all Related Security with respect to the Contributed ICP Initial Receivables, (iii) all proceeds of the foregoing, including all funds received by any Person in payment of any amounts owed (including invoice prices, finance charges, interest and all other charges, if any) in respect of any Contributed ICP Initial Receivable or Related Security with respect to any such Contributed ICP Initial Receivable, or otherwise applied to repay or discharge any such Contributed ICP Initial Receivable (including insurance payments that ICP or the Servicer applies in the ordinary course of its business to amounts owed in respect of any such Contributed ICP Initial Receivable and net proceeds of any sale or other disposition or repossessed goods that were the subject of any such Contributed ICP Initial Receivable) or other collateral or property of any Obligor or any other party directly or indirectly liable for payment of such Contributed ICP Initial Receivables, and (iv) all Records relating to any of the foregoing (the items listed above in clauses (ii), (iii) and (iv) being referred to herein as the "Related Contributed ICP Initial Assets," and collectively with the Related Contributed ICPPC Initial Assets, the "Related Contributed Initial Assets"). (d) On any date following the date hereof, (x) ICP may elect to transfer to Buyer or to ICPPC (in which case ICPPC shall immediately transfer to Buyer), as a contribution to capital, or (y) ICP may be required to transfer to Buyer or to ICPPC (in which case ICPPC shall immediately transfer to Buyer), as a contribution to capital pursuant to Section 3.1(a)(iii): (i) any Receivables which have arisen since the preceding Business Day which ICP shall have identified on a schedule (a "Contributed Subsequent Receivables Schedule") delivered to the Buyer on such date (such Receivables being "Contributed Subsequent Receivables" and, together with Contributed Initial Receivables, "Contributed Receivables"), (ii) all Related Security with respect to the Contributed Subsequent Receivables, (iii) all proceeds of the foregoing, including all funds received by any Person in payment of any amounts owed (including invoice prices, finance charges, interest and all other charges, if any) in respect of any Contributed Subsequent Receivable or Related Security with respect to any such Contributed Subsequent Receivable, or otherwise applied to repay or discharge any such Contributed Subsequent Receivable (including insurance payments that ICP or the Servicer applies in the ordinary course of its business to amounts owed in respect of any such Contributed Subsequent Receivable and net proceeds of any sale or other disposition or repossessed goods that were the subject of any such Contributed Subsequent Receivable) or other collateral or property of any Obligor or any other party directly or indirectly liable for payment of such Contributed Subsequent Receivables, and (iv) all Records relating to any of the foregoing (the items listed above in clauses (ii), (iii) and (iv) being referred to herein as the "Related Contributed Subsequent Assets" and, together with the Related Contributed Initial Assets, "Related Contributed Assets").
Appears in 2 contracts
Samples: Receivables Purchase Agreement (International Comfort Products Corp), Receivables Purchase Agreement (International Comfort Products Corp)
Contribution of Receivables. (a) ICP hereby transfers On the date hereof and on each Business Day thereafter, the Contributor shall contribute, transfer, assign, and convey, without recourse (except as expressly provided herein), to ICPPCthe Company, as a capital contribution to (which the capital of ICPPCCompany shall accept), all of its present and future right, title and interest in, to and under:
(i) $1,017,156,.79 of all Eligible Receivables of ICP having, among originated by the existing Receivables, the oldest invoice dates as of the closing of ICP's business Contributor on the Initial Cut-Off Date applicable date of contribution (the "Contributed ICPPC Initial Receivables"),“Contribution Date”) from time to time and indentified in the Originator Daily Report transmitted to the Master Servicer and included in the Daily Report generated by the Master Servicer and transmitted to the Administrative Agent electronically or by telecopier on the applicable Contribution Date;
(ii) all Related Security with respect Purchased Receivables (as defined in the U.S. Receivables Purchase Agreement) purchased by the Contributor from an U.S. Originator on the Contribution Date pursuant to the terms of the U.S. Receivables Purchase Agreement from time to time (such Purchased Receivables, together with any Eligible Receivables contributed pursuant to clause (i), the “Contributed ICPPC Initial Receivables,”);
(iii) all proceeds of the foregoing, including all funds received by any Person in payment of any amounts owed (including invoice prices, finance charges, interest and all other charges, if any) in respect of any Contributed ICPPC Initial Receivable or Related Security with respect to any such Contributed ICPPC Initial Receivable, or otherwise applied to repay or discharge any such Contributed ICPPC Initial Receivable (including insurance payments that ICP or the Servicer applies in the ordinary course of its business to amounts owed in respect of any such Contributed ICPPC Initial Receivable and net proceeds of any sale or other disposition or repossessed goods that were the subject of any such Contributed ICPPC Initial Receivable) or other collateral or property of any Obligor or any other party directly or indirectly liable for payment of such Contributed ICPPC Initial Receivables, andProperty;
(iv) all Records Collections in respect of such Contributed Receivables;
(v) all rights (including rescission, replevin or reclamation) of the Contributor relating to any such Contributed Receivable or arising therefrom;
(vi) all rights of the Contributor under the U.S. Receivables Purchase Agreement including, in respect of each such agreement, (A) all rights of the Contributor to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Contributor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) any claims of the Contributor for damages arising out of or for breach of or default under such agreement, (D) the right of the Contributor to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Contributor under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Contributor at law or in equity), including the rights of the Contributor to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith;
(vii) all “accounts,” “general intangibles,” “chattel paper” and/or “instruments” (each as defined in the UCC as in effect in any applicable jurisdiction) arising from, relating to or consisting of any of the foregoing property; and
(viii) all proceeds of or payments in respect of any and all of the items listed above in foregoing clauses (iii) through (vii) (including Collections), . Such property described in the foregoing clauses (iiii) and through (ivviii) being shall be referred to collectively herein as the "Related Contributed ICPPC Initial “Receivable Assets"” and shall be considered to be assets that have been contributed, transferred, assigned, set over and otherwise conveyed by the Contributor to the Company immediately upon completion of the purchase of any Receivables referred to in Section 2.01(a)(ii) above, in accordance with the terms of the U.S. Receivables Purchase Agreement and upon delivery to the Company of a Daily Report. Subject to the last sentence of Section 7.01 or 7.02 (as applicable), the contribution of Receivables by the Contributor to the Company shall cease to the extent provided in Section 7.01 or 7.02 (as applicable).
(b) ICPPC The Contributor and the Company hereby transfers to Buyer, as a acknowledge and agree that it is their mutual intent that (i) every transfer by way of capital contribution of Receivable Assets to the capital Company hereunder shall be an absolute, unconditional, “true” conveyance and not a mere granting of Buyera security interest to secure a loan to or from the Company, all its right(ii) the Contributor shall not retain any interest in the Receivable Assets after the contribution thereof hereunder, title (iii) the Receivable Assets originated, or purchased from an U.S. Originator, by the Contributor shall not be part of the Contributor’s insolvency or bankruptcy estate in the event an insolvency or delinquency proceeding or a bankruptcy petition or other action shall be commenced or filed by or against the Contributor under any insolvency or bankruptcy law and interest in(iv) the Purchased Receivables originated by any U.S. Originator shall not be part of such U.S. Originator’s insolvency or bankruptcy estate in the event an insolvency or delinquency proceeding or a bankruptcy or other action shall be commenced or filed by or against such U.S. Originator under any insolvency or bankruptcy law. In the event, however, that notwithstanding such intent and agreement, such transfers are deemed by any relevant Governmental Authority for any reason whatsoever, whether for limited purposes or otherwise, to and under be a security interest granted to secure indebtedness of the Contributed ICPPC Initial Receivables and Contributor, the Related Contributed ICPPC Initial Assets.
(c) ICP hereby transfers Contributor shall be deemed to Buyer, as a contribution have granted to the capital Company a perfected first priority security interest under Article 9 of Buyer, the UCC in the applicable jurisdiction in all of its right, title and interest in, to and under:, in each case, whether now owned or existing, or hereafter acquired or arising, and wherever located, the Receivable Assets originated or purchased by the Contributor, and this Agreement shall constitute a security agreement under applicable law, securing the repayment of the amounts paid hereunder, subject to the other terms and conditions of this Agreement, together with such other obligations or interests as may arise hereunder in favor of the parties hereto.
(c) In connection with any transfer, assignment, conveyance and contribution pursuant to subsection 2.01(a), the Contributor hereby agrees to record and file, or cause to be recorded and filed, at its own expense, financing statements or other similar filings (and continuation statements with respect to such financing statements or other similar filings when applicable), (i) $54,926,466.85 of Receivables of ICP having, among the existing Receivables (other than the Contributed ICPPC Initial Receivables), the oldest invoice dates as of the closing of ICP's business on the Initial Cut-Off Date (the "Contributed ICP Initial Receivables," and collectively with the Contributed ICPPC Initial Receivables, the "Contributed Initial Receivables"),
(ii) all Related Security with respect to the Contributed ICP Initial Receivables,
Receivables and (iiiii) all proceeds of the foregoing, including all funds received by any Person in payment of any amounts owed (including invoice prices, finance charges, interest and all other charges, if any) in respect of any Contributed ICP Initial Receivable or Related Security with respect to any other Receivable Assets for which an assignment or the creation of a security interest (as defined in the applicable UCC or other similar applicable laws, legislation or statute) may be perfected under the applicable UCC or other applicable laws, legislation or statute by such filing, in each case meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect and maintain the perfection of the transfer, assignment, conveyance and contribution of such Contributed ICP Initial ReceivableReceivables and any other Receivable Assets related thereto to the Company, and to deliver to the Company (x) on or otherwise applied prior to repay the date hereof, a photocopy, certified by a Responsible Officer of the Contributor to be a true and correct copy, of each such financing statement or discharge any other filing to be made on or prior to the date hereof and (y) within ten (10) days after the date hereof, a file-stamped copy or certified statement of such Contributed ICP Initial Receivable financing statement (including insurance payments that ICP or the Servicer applies in the ordinary course of its business to amounts owed in respect of any such Contributed ICP Initial Receivable and net proceeds of any sale or other disposition or repossessed goods that were the subject of any such Contributed ICP Initial Receivablesimilar filing) or other collateral or property of any Obligor or any other party directly or indirectly liable for payment evidence of such Contributed ICP Initial Receivables, and
(iv) all Records relating to any of the foregoing (the items listed above in clauses (ii), (iii) and (iv) being referred to herein as the "Related Contributed ICP Initial Assets," and collectively with the Related Contributed ICPPC Initial Assets, the "Related Contributed Initial Assets")filing.
(d) On any date following In connection with the date hereoftransfer, (x) ICP may elect assignment, conveyance and contribution pursuant to transfer to Buyer or to ICPPC (in which case ICPPC shall immediately transfer to Buyersubsection 2.01(a), as a contribution to capitalthe Contributor agrees at its own expense, or (y) ICP may be required to transfer to Buyer or to ICPPC (in which case ICPPC shall immediately transfer to Buyer), as a contribution to capital pursuant to Section 3.1(a)(iii):
(i) any Receivables which have arisen since the preceding Business Day which ICP shall have identified on a schedule (a "Contributed Subsequent Receivables Schedule") delivered to the Buyer on such date (such Receivables being "Contributed Subsequent Receivables" and, together with Contributed Initial Receivables, "Contributed Receivables"),
(ii) all Related Security with respect to the Contributed Subsequent Receivables,
(iii) all proceeds , that it will or will cause, as agent of the foregoingCompany, including all funds received by any Person in payment (i)(A) on the date hereof and thereafter, direct (or cause the Master Servicer to direct) each U.S. Originator to identify on its extraction records relating to Receivables from its master database of any amounts owed (including invoice pricesreceivables, finance charges, interest that the Contributed Receivables and all other chargesReceivable Assets related thereto have been transferred, if anyassigned, conveyed and contributed to the Company in accordance with this Agreement and (B) acknowledge, deliver or transmit or cause to be delivered or transmitted to the Master Servicer a Daily Report as to all such Contributed Receivables, as of the applicable Contribution Date and (ii) use its reasonable best efforts to cause the applicable U.S. Originator of the Receivables purchased by the Contributor to (A) on the date hereof and thereafter to identify on its extraction records relating to Purchased Receivables from its master database of receivables, that all such Purchased Receivables and all other Receivable Assets related thereto have been transferred, assigned, conveyed and contributed to the Company in respect accordance with this Agreement and (B) acknowledge, deliver or transmit or cause to be delivered or transmitted to the Master Servicer an Originator Daily Report as to all such Purchased Receivables, as of the applicable Contribution Date.
(e) All Contributed Receivables hereunder shall be without recourse to, or any representation or warranty of any Contributed Subsequent Receivable kind (express or Related Security with respect implied) by, the Contributor except as otherwise specifically provided herein. The foregoing contribution, assignment, transfer and conveyance does not constitute and is not intended to any such Contributed Subsequent Receivable, or otherwise applied to repay or discharge any such Contributed Subsequent Receivable (including insurance payments that ICP or the Servicer applies result in the ordinary course of its business to amounts owed in respect creation or assumption by the Company of any such Contributed Subsequent Receivable and net proceeds obligation of any sale or other disposition or repossessed goods that were the subject of any such Contributed Subsequent Receivable) or other collateral or property of any Obligor Contributor or any other party directly Person in connection with the Contributed Receivables or indirectly liable for payment of such Contributed Subsequent Receivablesany agreement or instrument relating thereto, and
(iv) all Records relating including any obligation to any of Obligor, except as expressly provided herein or in the foregoing (the items listed above in clauses (ii), (iii) and (iv) being referred to herein as the "Related Contributed Subsequent Assets" and, together with the Related Contributed Initial Assets, "Related Contributed Assets")U.S. Servicing Agreement or any other Transaction Document.
Appears in 1 contract
Contribution of Receivables. (a) ICP hereby transfers On the date hereof and on any Business Day thereafter, the Contributor shall contribute, transfer, assign, and convey, without recourse (except as expressly provided herein), to ICPPCthe Company, as a capital contribution to (which the capital of ICPPCCompany shall accept), all of its present and future right, title and interest in, to and under:
(i) $1,017,156,.79 of such Eligible Receivables of ICP havingoriginated by the Contributor from time to time prior to but not including the date on which an Early Program Termination occurs, among or an Early Originator Termination occurs with respect to the existing Receivables, Contributor and included in the oldest invoice dates as of Originator Daily Report transmitted to the closing of ICP's business Master Servicer and included in the Daily Report generated by the Master Servicer and transmitted to the Trustee electronically or by telecopier on the Initial Cut-Off Date applicable date of contribution (the "Contributed ICPPC Initial Receivables"any such date, a “Contribution Date”),;
(ii) all Related Security with respect Purchased Receivables (as defined in the applicable Receivables Purchase Agreement) purchased by the Contributor from an Originator on the Contribution Date pursuant to the terms of a Receivables Purchase Agreement from time to time (such Purchased Receivables, together with any Eligible Receivables contributed pursuant to clause (i), the “Contributed ICPPC Initial Receivables,”);
(iii) all proceeds of the foregoing, including all funds received by any Person in payment of any amounts owed (including invoice prices, finance charges, interest and all other charges, if any) in respect of any Contributed ICPPC Initial Receivable or Related Security with respect to any such Contributed ICPPC Initial Receivable, or otherwise applied to repay or discharge any such Contributed ICPPC Initial Receivable (including insurance payments that ICP or the Servicer applies in the ordinary course of its business to amounts owed in respect of any such Contributed ICPPC Initial Receivable and net proceeds of any sale or other disposition or repossessed goods that were the subject of any such Contributed ICPPC Initial Receivable) or other collateral or property of any Obligor or any other party directly or indirectly liable for payment of such Contributed ICPPC Initial Receivables, andProperty;
(iv) all Records collections in respect of such Contributed Receivables;
(v) all rights (including rescission, replevin or reclamation) of the Contributor relating to any such Contributed Receivable or arising therefrom;
(vi) all rights of the Contributor under each of the Receivables Purchase Agreements including, in respect of each such agreement, (A) all rights of the Contributor to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Contributor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Contributor for damages arising out of or for breach of or default under such agreement, (D) the right of the Contributor to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Contributor under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Contributor at law or in equity), including the rights of the Contributor to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith;
(vii) all “accounts,” “general intangibles,” “chattel paper” and/or “instruments” (each as defined in the UCC as in effect in any applicable jurisdiction) arising from, relating to or consisting of any of the foregoing property; and
(viii) all proceeds of or payments in respect of any and all of the items listed above in foregoing clauses (ii), (iiii) and through (iv) being (including Collections). Such property described in the foregoing clauses (i) through (viii) shall be referred to collectively herein as the "Related Contributed ICPPC Initial “Receivable Assets")” and shall be considered to be assets that have been contributed, transferred, assigned, set over and otherwise conveyed by the Contributor to the Company immediately upon completion of the purchase of any Receivables referred to in Section 2.01(a)(ii) above, in accordance with the terms of any Receivables Purchase Agreement, and in relation to those Receivables referred to in Section 2.01(a)(i) above, upon delivery to the Company of a Daily Report.
(b) ICPPC The Contributor and the Company hereby transfers to Buyer, as a acknowledge and agree that it is their mutual intent that (a) every transfer by way of capital contribution of Receivable Assets to the capital Company hereunder shall be an absolute, unconditional, “true” conveyance and not a mere granting of Buyera security interest to secure a loan to or from the Company, all its right(b) the Contributor shall not retain any interest in the Receivable Assets after the contribution thereof hereunder, title and interest in, to and under the Contributed ICPPC Initial Receivables and the Related Contributed ICPPC Initial Assets.
(c) ICP hereby the Receivable Assets originated, or purchased from an Originator, by the Contributor shall not be part of the Contributor’s insolvency or bankruptcy estate in the event an insolvency or delinquency proceeding or a bankruptcy petition or other action shall be commenced or filed by or against the Contributor under any insolvency or bankruptcy law and (d) the Purchased Receivables originated by any Originator shall not be part of such Originator’s insolvency or bankruptcy estate in the event an insolvency or delinquency proceeding or a bankruptcy or other action shall be commenced or filed by or against such Originator under any insolvency or bankruptcy law. In the event, however, that notwithstanding such intent and agreement, such transfers are deemed by any relevant Governmental Authority for any reason whatsoever, whether for limited purposes or otherwise, to Buyerbe a security interest granted to secure indebtedness of the Contributor, as a contribution the Contributor shall be deemed to have granted to the capital Company a perfected first priority security interest under Article 9 of Buyer, the UCC in the applicable jurisdiction in all of its right, title and interest in, to and under:, in each case, whether now owned or existing, or hereafter acquired or arising, and wherever located, the Receivable Assets originated or purchased by the Contributor and this Agreement shall constitute a security agreement under applicable law, securing the repayment of the amounts paid hereunder, subject to the other terms and conditions of this Agreement, together with such other obligations or interests as may arise hereunder in favor of the parties hereto.
(c) In connection with any transfer, assignment, conveyance and contribution pursuant to subsection 2.01(a), the Contributor hereby agrees to record and file, or cause to be recorded and filed, at its own expense, financing statements or other similar filings (and continuation statements with respect to such financing statements or other similar filings when applicable), (i) $54,926,466.85 of Receivables of ICP having, among the existing Receivables (other than the Contributed ICPPC Initial Receivables), the oldest invoice dates as of the closing of ICP's business on the Initial Cut-Off Date (the "Contributed ICP Initial Receivables," and collectively with the Contributed ICPPC Initial Receivables, the "Contributed Initial Receivables"),
(ii) all Related Security with respect to the Contributed ICP Initial Receivables,
Receivables and (iiiii) all proceeds of the foregoing, including all funds received by any Person in payment of any amounts owed (including invoice prices, finance charges, interest and all other charges, if any) in respect of any Contributed ICP Initial Receivable or Related Security with respect to any other Receivable Assets for which an assignment or the creation of a security interest (as defined in the applicable UCC or other similar applicable laws, legislation or statute) may be perfected under the applicable UCC or other applicable laws, legislation or statute by such filing, in each case meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect and maintain the perfection of the transfer, assignment, conveyance and contribution of such Contributed ICP Initial ReceivableReceivables and any other Receivable Assets related thereto to the Company, and to deliver to the Company (a) on or otherwise applied prior to repay the date hereof, a photocopy, certified by a Responsible Officer of the Contributor to be a true and correct copy, of each such financing statement or discharge any other filing to be made on or prior to the date hereof and (b) within ten (10) days after the date hereof, a file-stamped copy or certified statement of such Contributed ICP Initial Receivable financing statement (including insurance payments that ICP or the Servicer applies in the ordinary course of its business to amounts owed in respect of any such Contributed ICP Initial Receivable and net proceeds of any sale or other disposition or repossessed goods that were the subject of any such Contributed ICP Initial Receivablesimilar filing) or other collateral or property of any Obligor or any other party directly or indirectly liable for payment evidence of such Contributed ICP Initial Receivables, and
(iv) all Records relating to any of the foregoing (the items listed above in clauses (ii), (iii) and (iv) being referred to herein as the "Related Contributed ICP Initial Assets," and collectively with the Related Contributed ICPPC Initial Assets, the "Related Contributed Initial Assets")filing.
(d) On any date following In connection with the date hereoftransfer, (x) ICP may elect assignment, conveyance and contribution pursuant to transfer to Buyer or to ICPPC (in which case ICPPC shall immediately transfer to Buyersubsection 2.01(a), as a contribution to capitalthe Contributor agrees at its own expense, or (y) ICP may be required to transfer to Buyer or to ICPPC (in which case ICPPC shall immediately transfer to Buyer), as a contribution to capital pursuant to Section 3.1(a)(iii):
(i) any Receivables which have arisen since the preceding Business Day which ICP shall have identified on a schedule (a "Contributed Subsequent Receivables Schedule") delivered to the Buyer on such date (such Receivables being "Contributed Subsequent Receivables" and, together with Contributed Initial Receivables, "Contributed Receivables"),
(ii) all Related Security with respect to the Contributed Subsequent Contriubted Receivables,
(iii) all proceeds , that it will or will cause, as agent of the foregoingCompany, including all funds received by any Person in payment (A) (i) on the date hereof and thereafter, direct (or cause the Master Servicer to direct) each Originator to identify on its extraction records relating to Receivables from its master database of any amounts owed (including invoice pricesreceivables, finance charges, interest that the Contributed Receivables and all other chargesReceivable Assets related thereto have been transferred, if anyassigned, conveyed and contributed to the Company in accordance with this Agreement and (ii) acknowledge, deliver or transmit or cause to be delivered or transmitted to the Master Servicer a Daily Report as to all such Contributed Receivables, as of the applicable date of contribution and (B) use its reasonable best efforts to cause the applicable Originator of the Receivables purchased by the Contributor to (i) on the date hereof and thereafter to identify on its extraction records relating to Purchased Receivables from its master database of receivables, that all such Purchased Receivables and all other Receivable Assets related thereto have been transferred, assigned, conveyed and contributed to the Company in respect accordance with this Agreement and (ii) acknowledge, deliver or transmit or cause to be delivered or transmitted to the Master Servicer an Originator Daily Report as to all such Purchased Receivables, as of the applicable Contribution Date.
(e) All Contributed Receivables hereunder shall be without recourse to, or any representation or warranty of any Contributed Subsequent Receivable kind (express or Related Security with respect implied) by, the Contributor except as otherwise specifically provided herein. The foregoing contribution, assignment, transfer and conveyance does not constitute and is not intended to any such Contributed Subsequent Receivable, or otherwise applied to repay or discharge any such Contributed Subsequent Receivable (including insurance payments that ICP or the Servicer applies result in the ordinary course of its business to amounts owed in respect creation or assumption by the Company of any such Contributed Subsequent Receivable and net proceeds obligation of any sale or other disposition or repossessed goods that were the subject of any such Contributed Subsequent Receivable) or other collateral or property of any Obligor Contributor or any other party directly person in connection with the Contributed Receivables or indirectly liable for payment of such Contributed Subsequent Receivablesany agreement or instrument relating thereto, and
(iv) all Records relating including any obligation to any of Obligor, except as expressly provided herein or in the foregoing (the items listed above in clauses (ii), (iii) and (iv) being referred to herein as the "Related Contributed Subsequent Assets" and, together with the Related Contributed Initial Assets, "Related Contributed Assets")Servicing Agreement.
Appears in 1 contract
Samples: Contribution Agreement (Huntsman International LLC)
Contribution of Receivables. (a) ICP hereby transfers On the date hereof and on each Business Day thereafter, the Contributor shall contribute, transfer, assign, and convey, without recourse (except as expressly provided herein), to ICPPCthe Company, as a capital contribution to (which the capital of ICPPCCompany shall accept), all of its present and future right, title and interest in, to and under:
(i) $1,017,156,.79 of such Receivables of ICP having, among purchased by the existing Receivables, the oldest invoice dates as of the closing of ICP's business Contributor from an Originator on the Initial Cut-Off Date applicable date of contribution (the "Contribution Date") pursuant to the terms of a Receivables Purchase Agreement from time to time (the "Contributed ICPPC Initial Receivables"),;
(ii) all the Related Security with respect to the Contributed ICPPC Initial Receivables,Property;
(iii) all proceeds of the foregoing, including all funds received by any Person in payment of any amounts owed (including invoice prices, finance charges, interest and all other charges, if any) Collections in respect of any Contributed ICPPC Initial Receivable or Related Security with respect to any such Contributed ICPPC Initial Receivable, or otherwise applied to repay or discharge any such Contributed ICPPC Initial Receivable (including insurance payments that ICP or the Servicer applies in the ordinary course of its business to amounts owed in respect of any such Contributed ICPPC Initial Receivable and net proceeds of any sale or other disposition or repossessed goods that were the subject of any such Contributed ICPPC Initial Receivable) or other collateral or property of any Obligor or any other party directly or indirectly liable for payment of such Contributed ICPPC Initial Receivables, and;
(iv) all Records rights (including rescission, replevin or reclamation) of the Contributor relating to any such Contributed Receivable or arising therefrom;
(v) all rights of the Contributor under each of the Receivables Purchase Agreements including, in respect of each such agreement, (A) all rights of the Contributor to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Contributor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) any claims of the Contributor for damages arising out of or for breach of or default under such agreement, (3) the right of the Contributor to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Contributor under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Contributor at law or in equity), including the rights of the Contributor to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith;
(vi) all "accounts," "general intangibles," "chattel paper" and/or "instruments" (each as defined in the UCC as in effect in any applicable jurisdiction) arising from, relating to or consisting of any of the foregoing property; and
(vii) all proceeds of or payments in respect of any and all of the items listed above in foregoing clauses (iii) through (vi) (including Collections), . Such property described in the foregoing clauses (iiii) and through (ivvii) being shall be referred to collectively herein as the "Related Contributed ICPPC Initial Receivable Assets"" and shall be considered to be assets that have been contributed, transferred, assigned, set over and otherwise conveyed by the Contributor to the Company immediately upon completion of the purchase of any Receivables referred to in Section 2.01(a)(i) above, in accordance with the terms of any Receivables Purchase Agreement. Subject to the last sentence of Section 7.01 or 7.02 (as applicable), the contribution of Receivables by the Contributor to the Company shall cease to the extent provided in Section 7.01 or 7.02 (as applicable).
(b) ICPPC The Contributor and the Company hereby transfers to Buyer, as a acknowledge and agree that it is their mutual intent that (i) every transfer by way of capital contribution of Receivable Assets to the capital Company hereunder shall be an absolute, unconditional, "true" conveyance and not a mere granting of Buyera security interest to secure a loan to or from the Company, all (ii) the Contributor shall not retain any interest in the Receivable Assets after the contribution thereof hereunder (other than the indirect interest it retains as its rightentitlement to receive payments in relation to the Contributed Value as contemplated by Section 2.02 and as holder of limited liability company interests of the Company), title (iii) the Receivable Assets originated, or purchased from an Originator, by the Contributor shall not be part of the Contributor's insolvency or bankruptcy estate in the event an insolvency or delinquency proceeding or a bankruptcy petition or other action shall be commenced or filed by or against the Contributor under any insolvency or bankruptcy law an d (iv) the Purchased Receivables originated by any Originator shall not be part of such Originator's insolvency or bankruptcy estate in the event an insolvency or delinquency proceeding or a bankruptcy or other action shall be commenced or filed by or against such Originator under any insolvency or bankruptcy law. In the event, however, that notwithstanding such intent and interest inagreement, such transfers are deemed by any relevant Governmental Authority for any reason whatsoever, whether for limited purposes or otherwise, to and under be a security interest granted to secure indebtedness of the Contributed ICPPC Initial Receivables and Contributor, the Related Contributed ICPPC Initial Assets.
(c) ICP hereby transfers Contributor shall be deemed to Buyer, as a contribution have granted to the capital Company a perfected first priority security interest under Article 9 of Buyer, the UCC in the applicable jurisdiction in all of its right, title and interest in, to and under:, in each case, whether now owned or existing, or hereafter acquired or arising, and wherever located, the Receivable Assets originated or purchased by the Contributor, and this Agreement shall constitute a security agreement under applicable law, securing the repayment of the amounts paid hereunder, subject to the other terms and conditions of this Agreement, together with such other obligations or interests as may arise hereunder in favour of the parties hereto.
(c) In connection with any transfer, assignment, conveyance and contribution pursuant to subsection 2.01(a), the Contributor hereby agrees to record and file, or cause to be recorded and filed, at its own expense, financing statements or other similar filings (and continuation statements with respect to such financing statements or other similar filings when applicable), (i) $54,926,466.85 of Receivables of ICP having, among the existing Receivables (other than the Contributed ICPPC Initial Receivables), the oldest invoice dates as of the closing of ICP's business on the Initial Cut-Off Date (the "Contributed ICP Initial Receivables," and collectively with the Contributed ICPPC Initial Receivables, the "Contributed Initial Receivables"),
(ii) all Related Security with respect to the Contributed ICP Initial Receivables,
Receivables and (iiiii) all proceeds of the foregoing, including all funds received by any Person in payment of any amounts owed (including invoice prices, finance charges, interest and all other charges, if any) in respect of any Contributed ICP Initial Receivable or Related Security with respect to any other Receivable Assets for which an assignment or the creation of a security interest (as defined in the applicable UCC or other similar applicable laws, legislation or statute) may be perfected under the applicable UCC or other applicable laws, legislation or statute by such filing, in each case meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect and maintain the perfection of the transfer, assignment, conveyance and contribution of such Contributed ICP Initial ReceivableReceivables and any other Receivable Assets related thereto to the Company, and to deliver to the Company (x) on or otherwise applied prior to repay the date hereof, a photocopy, certified by a Responsible Officer of the Contributor to be a true and correct copy, of each such financing statement or discharge any other filing to be made on or prior to the date hereof and (y) within ten (10) days after the date hereof, a file stamped copy or certified statement of such Contributed ICP Initial Receivable financing statement (including insurance payments that ICP or the Servicer applies in the ordinary course of its business to amounts owed in respect of any such Contributed ICP Initial Receivable and net proceeds of any sale or other disposition or repossessed goods that were the subject of any such Contributed ICP Initial Receivablesimilar filing) or other collateral or property of any Obligor or any other party directly or indirectly liable for payment evidence of such Contributed ICP Initial Receivables, and
(iv) all Records relating to any of the foregoing (the items listed above in clauses (ii), (iii) and (iv) being referred to herein as the "Related Contributed ICP Initial Assets," and collectively with the Related Contributed ICPPC Initial Assets, the "Related Contributed Initial Assets")filing.
(d) On any date following In connection with the date hereoftransfer, (x) ICP may elect assignment, conveyance and contribution pursuant to transfer to Buyer or to ICPPC (in which case ICPPC shall immediately transfer to Buyersubsection 2.01(a), as a contribution to capitalthe Contributor agrees at its own expense, or (y) ICP may be required to transfer to Buyer or to ICPPC (in which case ICPPC shall immediately transfer to Buyer), as a contribution to capital pursuant to Section 3.1(a)(iii):
(i) any Receivables which have arisen since the preceding Business Day which ICP shall have identified on a schedule (a "Contributed Subsequent Receivables Schedule") delivered to the Buyer on such date (such Receivables being "Contributed Subsequent Receivables" and, together with Contributed Initial Receivables, "Contributed Receivables"),
(ii) all Related Security with respect to the Contributed Subsequent Receivables,
(iii) all proceeds , that it will or will cause, as agent of the foregoingCompany, including all funds received by any Person in payment (i)(A) on the date hereof and thereafter, direct (or cause the Master Servicer to direct) each Originator to identify on its extraction records relating to Receivables from its master database of any amounts owed (including invoice pricesreceivables, finance charges, interest that the Contributed Receivables and all other chargesReceivable Assets related thereto have been transferred, if anyassigned, conveyed and contributed to the Company in accordance with this Agreement and (B) acknowledge, deliver or transmit or cause to be delivered or transmitted to the Master Servicer a Periodic Report as to all such Contributed Receivables, as of the Applicable Periodic Reporting Date and (ii) use its reasonable best efforts to cause the applicable Originator of the Receivables purchased by the Contributor to (A) on the date hereof and thereafter to identify on its extraction records relating to Purchased Receivables from its master database of receivables, that all such Purchased Receivables and all other Receivable Assets related thereto have been transferred, assigned, conveyed and contributed to the Company in respect accordance with this Agreement and (B) acknowledge, deliver or transmit or cause to be delivered or transmitted to the Master Servicer an Originator Periodic Report as to all such Purchased Receivables, as of the Applicable Periodic Reporting Date.
(e) All Contributed Receivables hereunder shall be without recourse to, or any representation or warranty of any Contributed Subsequent Receivable kind (express or Related Security with respect implied) by, the Contributor except as otherwise specifically provided herein. The foregoing contribution, assignment, transfer and conveyance does not constitute and is not intended to any such Contributed Subsequent Receivable, or otherwise applied to repay or discharge any such Contributed Subsequent Receivable (including insurance payments that ICP or the Servicer applies result in the ordinary course of its business to amounts owed in respect creation or assumption by the Company of any such Contributed Subsequent Receivable and net proceeds obligation of any sale or other disposition or repossessed goods that were the subject of any such Contributed Subsequent Receivable) or other collateral or property of any Obligor e Contributor or any other party directly person in connection with the Contributed Receivables or indirectly liable for payment of such Contributed Subsequent Receivablesany agreement or instrument relating thereto, and
(iv) all Records relating including any obligation to any of Obligor, except as expressly provided herein or in the foregoing (the items listed above in clauses (ii), (iii) and (iv) being referred to herein as the "Related Contributed Subsequent Assets" and, together with the Related Contributed Initial Assets, "Related Contributed Assets").European Servicing Agreement or any other Transaction Document,
Appears in 1 contract
Samples: European Contribution Agreement (Huntsman International LLC)
Contribution of Receivables. (a) ICP hereby transfers On the date hereof and on each Business Day thereafter, the Contributor shall contribute, transfer, assign, and convey, without recourse (except as expressly provided herein), to ICPPCthe Company, as a capital contribution to (which the capital of ICPPCCompany shall accept), all of its present and future right, title and interest in, to and under:
(i) $1,017,156,.79 of such Receivables of ICP having, among purchased by the existing Receivables, the oldest invoice dates as of the closing of ICP's business Contributor from an Originator on the Initial Cut-Off applicable date of contribution (the “Contribution Date”) pursuant to the terms of a Receivables Purchase Agreement from time to time as indentified in the Originator Daily Report transmitted to the Master Servicer and included in the Daily Report generated by the Master Servicer and transmitted to the Administrative Agent electronically or by telecopier on the applicable Contribution Date (the "“Contributed ICPPC Initial Receivables"”),;
(ii) all the Related Security with respect to the Contributed ICPPC Initial Receivables,Property;
(iii) all proceeds of the foregoing, including all funds received by any Person in payment of any amounts owed (including invoice prices, finance charges, interest and all other charges, if any) Collections in respect of any Contributed ICPPC Initial Receivable or Related Security with respect to any such Contributed ICPPC Initial Receivable, or otherwise applied to repay or discharge any such Contributed ICPPC Initial Receivable (including insurance payments that ICP or the Servicer applies in the ordinary course of its business to amounts owed in respect of any such Contributed ICPPC Initial Receivable and net proceeds of any sale or other disposition or repossessed goods that were the subject of any such Contributed ICPPC Initial Receivable) or other collateral or property of any Obligor or any other party directly or indirectly liable for payment of such Contributed ICPPC Initial Receivables, and;
(iv) all Records relating to any rights (including rescission, replevin or reclamation) of the foregoing (the items listed above in clauses (ii), (iii) and (iv) being referred to herein as the "Related Contributed ICPPC Initial Assets").
(b) ICPPC hereby transfers to Buyer, as a contribution to the capital of Buyer, all its right, title and interest in, to and under the Contributed ICPPC Initial Receivables and the Related Contributed ICPPC Initial Assets.
(c) ICP hereby transfers to Buyer, as a contribution to the capital of Buyer, all its right, title and interest in, to and under:
(i) $54,926,466.85 of Receivables of ICP having, among the existing Receivables (other than the Contributed ICPPC Initial Receivables), the oldest invoice dates as of the closing of ICP's business on the Initial Cut-Off Date (the "Contributed ICP Initial Receivables," and collectively with the Contributed ICPPC Initial Receivables, the "Contributed Initial Receivables"),
(ii) all Related Security with respect to the Contributed ICP Initial Receivables,
(iii) all proceeds of the foregoing, including all funds received by any Person in payment of any amounts owed (including invoice prices, finance charges, interest and all other charges, if any) in respect of any Contributed ICP Initial Receivable or Related Security with respect Contributor relating to any such Contributed ICP Initial ReceivableReceivable or arising therefrom;
(v) all rights of the Contributor under each of the Receivables Purchase Agreements including, or otherwise applied to repay or discharge any such Contributed ICP Initial Receivable (including insurance payments that ICP or the Servicer applies in the ordinary course of its business to amounts owed in respect of any each such Contributed ICP Initial Receivable agreement, (A) all rights of the Contributor to receive monies due and net to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Contributor to receive proceeds of any sale insurance, indemnity, warranty or other disposition or repossessed goods that were the subject of any such Contributed ICP Initial Receivable) or other collateral or property of any Obligor or any other party directly or indirectly liable for payment of such Contributed ICP Initial Receivables, and
(iv) all Records relating to any of the foregoing (the items listed above in clauses (ii), (iii) and (iv) being referred to herein as the "Related Contributed ICP Initial Assets," and collectively with the Related Contributed ICPPC Initial Assets, the "Related Contributed Initial Assets").
(d) On any date following the date hereof, (x) ICP may elect to transfer to Buyer or to ICPPC (in which case ICPPC shall immediately transfer to Buyer), as a contribution to capital, or (y) ICP may be required to transfer to Buyer or to ICPPC (in which case ICPPC shall immediately transfer to Buyer), as a contribution to capital pursuant to Section 3.1(a)(iii):
(i) any Receivables which have arisen since the preceding Business Day which ICP shall have identified on a schedule (a "Contributed Subsequent Receivables Schedule") delivered to the Buyer on such date (such Receivables being "Contributed Subsequent Receivables" and, together with Contributed Initial Receivables, "Contributed Receivables"),
(ii) all Related Security guaranty with respect to such agreement, (C) any claims of the Contributed Subsequent Receivables,Contributor for damages arising out of or for breach of or default under such agreement, (D) the right of the Contributor to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Contributor under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Contributor at law or in equity), including the rights of the Contributor to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith;
(iiivi) all proceeds of the foregoing, including all funds received by any Person in payment of any amounts owed “accounts,” “general intangibles,” “chattel paper” and/or “instruments” (including invoice prices, finance charges, interest and all other charges, if any) in respect of any Contributed Subsequent Receivable or Related Security with respect to any such Contributed Subsequent Receivable, or otherwise applied to repay or discharge any such Contributed Subsequent Receivable (including insurance payments that ICP or the Servicer applies each as defined in the ordinary course of its business to amounts owed UCC as in respect of effect in any such Contributed Subsequent Receivable and net proceeds of any sale or other disposition or repossessed goods that were the subject of any such Contributed Subsequent Receivable) or other collateral or property of any Obligor or any other party directly or indirectly liable for payment of such Contributed Subsequent Receivables, and
(iv) all Records relating to any of the foregoing (the items listed above in clauses (ii), (iii) and (iv) being referred to herein as the "Related Contributed Subsequent Assets" and, together with the Related Contributed Initial Assets, "Related Contributed Assets").applicable
Appears in 1 contract
Contribution of Receivables. (a) ICP hereby transfers The Parent may, in its sole discretion, from time to ICPPCtime, transfer to Buyer, as a contribution to the capital of ICPPCBuyer, all its right, title and interest in, to and under:
(i) $1,017,156,.79 of such Receivables of ICP having, among the existing ReceivablesParent that the Parent may from time to time designate in a Periodic Report as part of a contribution to the capital of Buyer (collectively, the oldest invoice dates as of the closing of ICP's business on the Initial Cut-Off Date (the "“Contributed ICPPC Initial Receivables"”),
(ii) all Related Security with respect to the Contributed ICPPC Initial Receivables,
(iii) all Collections and other proceeds of the foregoing, . including all funds received by any Person in payment of any amounts owed (including invoice prices, finance charges, interest and all other charges, if anyany other than sales tax) in respect of any Contributed ICPPC Initial Receivable Receivable, or Related Security with respect to any such Contributed ICPPC Initial Receivable, or otherwise applied to repay or discharge any such Contributed ICPPC Initial Receivable (including insurance payments that ICP the Parent or the Servicer Initial Collection Agent applies in the ordinary course of its business to amounts owed in respect of any such Contributed ICPPC Initial Receivable and net proceeds of any sale or other disposition or of repossessed goods that were the subject of any such Contributed ICPPC Initial Receivable) or other collateral or property of any Obligor or any other party directly or indirectly liable for payment of such Contributed ICPPC Initial Receivables, and
(iv) all Records relating to any of the foregoing (the items listed above in clauses (ii), (iii) and (iv) being referred to herein as the "“Related Contributed ICPPC Initial Assets"”). The value of the capital contribution attributable to each Contributed Receivable and its Related Contributed Assets shall be an aggregate amount equal to the Unpaid Balance of such Contributed Receivable as of the Cut-Off Date immediately preceding the applicable date of contribution (or, in the case of contributions deemed to occur pursuant to Section 3.1, equal to the portion of the Unpaid Balance of the Receivables so contributed).
(b) ICPPC hereby transfers The Parent will be automatically deemed to Buyerhave elected, as without the need for any further action, to make a contribution to the capital of Buyer, all its right, title and interest in, to and under the Contributed ICPPC Initial Receivables and the Related Contributed ICPPC Initial Assets.
(c) ICP hereby transfers to Buyer, as a contribution to the capital of Buyer, all its right, title and interest in, to and under:
(i) $54,926,466.85 of Receivables of ICP having, among the existing Receivables (other than the Contributed ICPPC Initial Receivables), the oldest invoice dates as of the closing of ICP's business Buyer on the Initial Cut-Off Date (the "Contributed ICP Initial Receivables," and collectively with the Contributed ICPPC Initial Receivables, the "Contributed Initial Receivables"),
(ii) all Related Security with respect to the Contributed ICP Initial Receivables,
(iii) all proceeds of the foregoing, including all funds received by any Person in payment of any amounts owed (including invoice prices, finance charges, interest and all other charges, if any) in respect of any Contributed ICP Initial Receivable or Related Security with respect to any such Contributed ICP Initial Receivable, or otherwise applied to repay or discharge any such Contributed ICP Initial Receivable (including insurance payments that ICP or the Servicer applies in the ordinary course of its business to amounts owed in respect of any such Contributed ICP Initial Receivable and net proceeds of any sale or other disposition or repossessed goods that were the subject of any such Contributed ICP Initial Receivable) or other collateral or property of any Obligor or any other party directly or indirectly liable for payment of such Contributed ICP Initial Receivables, and
(iv) all Records relating to any of the foregoing (the items listed above in clauses (ii), (iii) and (iv) being referred to herein as the "Related Contributed ICP Initial Assets," and collectively with the Related Contributed ICPPC Initial Assets, the "Related Contributed Initial Assets").
(d) On any date following the date hereof, (x) ICP may elect to transfer to Buyer or to ICPPC (in which case ICPPC shall immediately transfer to Buyer), as a contribution to capital, or (y) ICP may be required to transfer to Buyer or to ICPPC (in which case ICPPC shall immediately transfer to Buyer), as a contribution to capital pursuant to Section 3.1(a)(iii):
(i) any Receivables which have arisen since the preceding Business Day which ICP shall have identified on a schedule (a "Contributed Subsequent that it is transferring Receivables Schedule") delivered to the Buyer on such date (such Receivables being "Contributed Subsequent Receivables" andA) for which the Parent has requested or will require issuance of a Letter of Credit, together with Contributed Initial Receivablesand (B) after giving effect to any capital contribution made pursuant to clause (A), "Contributed Receivables"),
(ii) all Related Security with respect to the Contributed Subsequent Receivables,
(iii) all proceeds of extent necessary so that after giving effect to such capital contribution, the foregoing, including all funds received by any Person Buyer maintains a Net Worth at least equal to the Required Capital Amount then in payment of any amounts owed (including invoice prices, finance charges, interest and all other charges, if any) in respect of any Contributed Subsequent Receivable or Related Security with respect to any such Contributed Subsequent Receivable, or otherwise applied to repay or discharge any such Contributed Subsequent Receivable (including insurance payments that ICP or the Servicer applies in the ordinary course of its business to amounts owed in respect of any such Contributed Subsequent Receivable and net proceeds of any sale or other disposition or repossessed goods that were the subject of any such Contributed Subsequent Receivable) or other collateral or property of any Obligor or any other party directly or indirectly liable for payment of such Contributed Subsequent Receivables, and
(iv) all Records relating to any of the foregoing (the items listed above in clauses (ii), (iii) and (iv) being referred to herein as the "Related Contributed Subsequent Assets" and, together with the Related Contributed Initial Assets, "Related Contributed Assets")effect.
Appears in 1 contract
