Common use of Determination of Ownership Interest Clause in Contracts

Determination of Ownership Interest. (a) When a Purchaser accepts an offer from the Seller to purchase an interest in the Receivables, such Purchaser shall have acquired, in exchange for the purchase price paid, an undivided percentage ownership interest in the Receivables and any Collections relating thereto. The undivided percentage interest of a Purchaser in all Receivables and related Collections purchased hereunder shall be referred to in this Agreement as such Purchaser's "Ownership Interest." The Ownership Interests of all of the Purchasers on any date shall be referred to herein as the "Aggregate Ownership Interest" on such date, and, except as provided in paragraphs (b) and (c) of this Section 3.1, is equal to the following fraction (expressed as a percentage): I + R ----- Net ER where: I = the Investment on such date R = the Reserve on such date Net ER = the outstanding balance of all Eligible Receivables on such date, less the Dilution Reserve on such date, less the aggregate amount by which the outstanding balance of Eligible Receivables of each Obligor exceeds its Concen- tration Limit on such date and less the aggregate amount by which the outstanding balance of all Eligible Receivables owing from a Governmental Obligor exceeds 5.00% of the Investment on such date. The Ownership Interest will change from time to time, except as provided in paragraphs (b) and (c) of this Section 3.1, whenever the Investment, Reserve or Net ER changes. (b) During any period when the Investment is being reduced, the Aggregate Ownership Interest will remain fixed at the percentage in effect as of the close of business on the Business Day immediately preceding the commencement of that period. (c) The Aggregate Ownership Interest will be reduced to zero when the Purchasers receive the following amounts: (1) their respective shares of the Investment; (2) as further provided in Section 7.2.2(b)(i), their respective shares of the accrued and unpaid portion of the Purchase Discount, Purchase Premium, Unused Facility Fee, Collection Agent Fee (if not payable to a Diamond Shamrock Entity), Operating Expense Fee and Administration Fee; and (3) all other fees, expenses and amounts payable to the Purchasers under this Agreement. When the Aggregate Ownership Interest in the Receivables is reduced to zero, the Purchasers shall not be entitled to receive any additional Collections from the Receivables. (d) The Administrative Agent shall maintain books and records (which shall be presumed accurate absent manifest error) reflecting the respective shares of the Purchasers in the Aggregate Ownership Interest based upon the aggregate amount of cash paid by each Purchaser to the Seller for the Initial Purchase by such Purchaser and all Incremental Purchases by such Purchaser, less the amount of all Collections received and applied pursuant to Section 7.2.2(b)(ii)(A) and of all payments made by the Seller and applied under Sections 3.3 , 6.2(c) and 7.

Determination of Ownership Interest. (a) When a Purchaser accepts an offer from the Seller to purchase an interest in the ReceivablesReceivables Assets, such Purchaser shall have acquired, in exchange for the purchase price paid, an undivided percentage ownership interest in the Receivables Assets and any Collections relating theretoto the Receivables Assets. The undivided percentage interest of a Purchaser in all the Receivables Assets and related Collections purchased hereunder shall be referred to in this Agreement as such Purchaser's "Ownership Interest." ". The Ownership Interests of all of the Purchasers on any date shall be referred to herein as the "Aggregate Ownership Interest" on such date, and, except as provided in paragraphs (b) and (c) of this Section 3.1Section, is equal to the following fraction (expressed as a percentage): I + R ----- Net --------- ER where: I = the Investment on such date R = the Reserve on such date Net ER = the outstanding balance of all Eligible Receivables on such date, less the Dilution Reserve on such date, less the aggregate amount by which the outstanding balance of Eligible excluding Finance Charge Receivables of each Obligor exceeds its Concen- tration Limit on such date and less the aggregate amount by which the outstanding balance of all Eligible Receivables owing from a Governmental Obligor exceeds 5.00% of the Investment on such date. The Ownership Interest will change from time to time, except as provided in paragraphs (b) and (c) of this Section 3.1Section, whenever the Investment, Reserve or Net ER Eligible Receivables changes. (b) During any period when the Investment is being reduced, the Aggregate Ownership Interest will remain fixed at the percentage in effect as of the close of business on the Business Day immediately preceding the commencement of that period. (c) The Aggregate Ownership Interest in the Receivables Assets will be reduced to zero when the Purchasers receive the following amounts: (1) their respective shares of the Investment; (2) as further provided in Section 7.2.2(b)(i), their respective shares of the accrued and unpaid portion of the Purchase Discount, Purchase Premium, Unused Facility Fee, Collection Agent Fee (if not payable to a Diamond Shamrock Entity), Operating Expense Fee and Administration Fee; and (3) all other fees, expenses and amounts payable to the Purchasers under this Agreement. When the Aggregate Ownership Interest in the Receivables is reduced to zero, the Purchasers shall not be entitled to receive any additional Collections from the ReceivablesReceivables Assets. (d) The Administrative Agent shall maintain books and records (which shall be presumed accurate absent manifest error) reflecting the respective shares of the Purchasers in the Aggregate Ownership Interest based upon the aggregate amount of cash paid by each Purchaser to the Seller for the Initial Purchase by such Purchaser and all Incremental Purchases by such Purchaser, less the amount of all Collections received and applied pursuant to Section 7.2.2(b)(ii)(A) and of all payments made by the Seller and applied under Sections 3.3 , 6.2(c) and 7.

Determination of Ownership Interest. (a) When a the Purchaser accepts an offer from the Seller to purchase an interest in the Receivables, such the Purchaser shall have acquired, in exchange for the purchase price paid, an undivided percentage ownership interest in the Receivables and any Collections relating theretoto the Receivables. The undivided percentage interest of a the Purchaser in all the Receivables and related Collections purchased hereunder shall be referred to in this Agreement as such Purchaser's the "Ownership Interest." ". The Ownership Interests of all of the Purchasers Interest on any date shall be referred to herein as the "Aggregate Ownership Interest" on such date, and, except as provided in paragraphs (b) and (c) of this Section 3.1Section, is equal to the following fraction (expressed as a percentage): I + R ----- Net ------------- ER x (1-D) where: I = the Investment on such date date. R = the Reserve on such date Net date. ER = the outstanding balance of all Eligible Receivables on such date, less minus an amount equal to the Dilution Reserve on such date, less sum of (i) the aggregate amount by which the outstanding balance of Eligible Receivables of each Obligor exceeds its Concen- tration the Standard Concentration Limit on or the Special Concentration Limit for such date Obligor and less (ii) the aggregate amount by which the outstanding balance of all Eligible Receivables owing from a Governmental Obligor of all Government Obligors exceeds 5.00% the Government Concentration Limit, less the amount specified in clause (i) hereof. D = the Dilution Percentage as of the Investment on such date. The Ownership Interest will change from time to time, except as provided in paragraphs (b) and (c) of this Section 3.1Section, whenever the Investment, Reserve the Reserve, the Eligible Receivables (as so reduced in the definition of "ER" above), the Standard Concentration Limit or Net ER the Special Concentration Limit with respect to any Obligor, the Government Concentration Limit or the Dilution Percentage changes. (b) During any period when the Investment is being reduced, the Aggregate Ownership Interest in the Receivables will remain fixed at the percentage in effect as of the close of business on the Business Day date immediately preceding the commencement of that period and the Purchaser shall cease acquiring an interest in any such Receivables (or Collections thereon) arising during such period. (c) The Aggregate Ownership Interest in the Receivables will be reduced to zero (and all Receivables and Collections owned by the Purchaser and attributable to such Ownership Interest therein as calculated immediately prior to its reduction to zero shall be applied as provided in Section 4.2) when the Purchasers receive the following amountsPurchaser receives: (1) their respective shares of the its Investment; (2) as further provided in the amounts payable pursuant to Section 7.2.2(b)(i), their respective shares of the accrued and unpaid portion of the Purchase Discount, Purchase Premium, Unused Facility Fee, Collection Agent Fee (if not payable to a Diamond Shamrock Entity), Operating Expense Fee and Administration Fee; and (3) all other fees, expenses and amounts then payable to the Purchasers Purchaser under this Agreement. When the Aggregate Ownership Interest in the Receivables is reduced to zero, the Purchasers Purchaser shall not be entitled to receive any additional Collections from the Receivables, as set forth in Section 4.2. (d) The Administrative Upon the replacement of the Originator as Collection Agent in accordance with Section 8.2.1, the Purchaser and the Servicing Agent shall maintain books be entitled to (i) endorse all drafts, checks and records (which shall be presumed accurate absent manifest error) reflecting the respective shares other forms of payment on account of the Purchasers Receivables and to settle, adjust and forgive any amounts payable on the Receivables and (ii) exercise all other incidences of ownership in the Aggregate Receivables. (e) In consideration of the payment of the purchase price as described in Section 4.1, the Seller hereby sells and assigns to the Purchaser, and the Purchaser hereby acquires from the Seller, the Ownership Interest based upon the aggregate amount of cash paid by each Purchaser (as same may change from time to time pursuant to the Seller for the Initial Purchase by such Purchaser and all Incremental Purchases by such Purchaserterms of this Agreement, less the amount but not in excess of all Collections received and applied pursuant 100%) (subject to Section 7.2.2(b)(ii)(A3.1(b) and of all payments made by the Seller and applied under Sections 3.3 , 6.2(c) and 7hereof).

Determination of Ownership Interest. (a) When a Purchaser accepts an offer from the Seller to purchase an interest in the Receivables, such A Bank Purchaser shall have acquiredacquire, in exchange for upon payment of the cash component of the purchase price paidin respect of any Purchase hereunder, an undivided percentage ownership interest in the Receivables and Pool at such time, including in all Receivables therein, any Collections relating to such Receivables and all Related Rights with respect thereto. The undivided percentage interest of a any Bank Purchaser in all the Receivables Pool covered by this Agreement and related Collections purchased hereunder and Related Rights with respect thereto shall be referred to in this Agreement as such Purchaser's the "Ownership Interest." of such Bank Purchaser. The Ownership Interests Interest of all of the Purchasers any Bank Purchaser on any date shall be referred to herein as the "Aggregate Ownership Interest" on such date, and, except as provided in paragraphs paragraph (b) and (c) of this Section 3.1below, is shall be equal to the following a fraction (expressed as a percentage): ) calculated in the following manner: I + R ----- Net ----------- ER where: I = the Investment on of such date Bank Purchaser as of such date; R = the Reserve in respect of the Investment of such Bank Purchaser on such date Net date; ER = the outstanding balance of all Eligible Receivables on such datedate in the Receivables Pool, less the Dilution Reserve on such date, less minus the aggregate amount by which the outstanding balance of Eligible Receivables of each Obligor in the Receivables Pool exceeds its Concen- tration the Standard Concentration Limit on (or, if applicable, the Special Concentration Limit for such date and less the aggregate amount by which the outstanding balance of all Eligible Receivables owing from a Governmental Obligor exceeds 5.00% of the Investment on such dateObligor). The Ownership Interest in respect of any Bank Purchaser will change from time to time, except as provided in paragraphs (b) and or (c) of this Section 3.1Section, whenever the InvestmentInvestment of such Bank Purchaser, Reserve the related Reserve, the Eligible Receivables, or Net ER the Standard Concentration Limit or Special Concentration Limit with respect to any Obligor changes. (b) During any period when the Investment is being reducedReinvestment Suspension Period, the Aggregate Ownership Interest of each Bank Purchaser will remain fixed at the percentage in effect as of the close of business on the Business Day immediately preceding the commencement of that period. (c) The Aggregate Ownership Interest of each Bank Purchaser in the Receivables will be reduced to zero when the Purchasers receive such Bank Purchaser receives the following amounts: (1) their respective shares of the its Investment; (2) as further provided in Section 7.2.2(b)(i), their respective shares of the accrued and unpaid portion of the Purchase Discount, Purchase Premium, Unused Facility Fee, Collection Agent Fee (if not amounts payable to a Diamond Shamrock Entitysuch Bank Purchaser pursuant to Section 7.2.2(b), Operating Expense Fee and Administration Fee; and; (3) all accrued and unpaid Commitment Fee in respect of such Bank Purchaser; and (4) all other fees, expenses and amounts payable to the Purchasers such Bank Purchaser under this Agreement. When the Aggregate Ownership Interest in the Receivables respect of any Bank Purchaser is reduced to zero, the Purchasers such Bank Purchaser shall not be entitled to receive any additional Collections from the Receivables. (d) The Subject to the provisions of Section 8.2(d), upon any Bank Purchaser's purchase of an Ownership Interest, (i) the Collection Agent shall be entitled to endorse all drafts, checks and other forms of payment on account of the Receivables and to settle, adjust and forgive any amounts payable on the Receivables and (ii) the Bank Purchasers (and the Administrative Agent shall maintain books and records (which on their behalf) shall be presumed accurate absent manifest error) reflecting the respective shares entitled to exercise all other incidences of the Purchasers ownership in the Aggregate Ownership Interest based upon the aggregate amount of cash paid by each Purchaser to the Seller for the Initial Purchase by such Purchaser and all Incremental Purchases by such Purchaser, less the amount of all Collections received and applied pursuant to Section 7.2.2(b)(ii)(A) and of all payments made by the Seller and applied under Sections 3.3 , 6.2(c) and 7Receivables.