Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser hereby appoints the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership and other rights in the Transferred Receivables, the Related Security and the Collections with respect thereto. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of the Purchaser and its assignees. (b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month. (c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company deems appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable. (d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables. (e) The Collection Agent shall as soon as practicable following receipt turn over to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it. (f) The Collection Agent also shall perform the other obligations of the “Collection Agent” set forth in this Agreement with respect to the Transferred Receivables.
Appears in 8 contracts
Samples: Tertiary Purchase Agreement, Secondary Purchase and Contribution Agreement (Ingersoll Rand Co LTD), Tertiary Purchase Agreement (Ingersoll Rand Co LTD)
Duties of Collection Agent. (a) The Subject to the limitations contained herein, the Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Transferor, the Administrative Agent and the Class Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.1 hereof, as agent to enforce its ownership respective rights and other rights interests in and under the Affected Assets. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferred ReceivablesTransferor’s and/or the Seller’s name and on behalf of the Transferor or the Seller necessary or desirable, in the Related Security and reasonable determination of the Collections with respect thereto. In performing its duties as Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall exercise set aside for the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests account of the Purchaser Transferor and its assignees.
(b) On the 15th day Class Investors, as applicable, their respective allocable shares of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall prepare segregate and forward deposit to the Purchaser a Seller Report relating Administrative Agent’s account each Class Investor’s allocable share of Collections of Receivables when required pursuant to the Receivables outstanding on the last day of the immediately preceding month.
(c) If Article II hereof. So long as no Termination Event of Termination or Incipient Event of Termination shall have occurred and be continuingcontinuing for any Class, IR Company, while it is the Collection Agent, Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company deems the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or otherwise amend adjustment shall not alter the status of such Receivable as a Delinquent Receivable or modify other terms of any Transferred a Defaulted Receivable.
(d) . The Seller Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent, Agent and the Collection Agent shall hold in trust for the Seller Transferor and the Purchaser Class Investors, in accordance with their respective interests, all documentssuch Records. Notwithstanding anything to the contrary contained herein, instruments the Administrative Agent shall have the absolute and records (includingunlimited right to direct the Transferor, without limitationif Tech Data is the Collection Agent, computer tapes or disks) which evidence if Tech Data is not the Collection Agent, the Collection Agent to commence or relate settle any legal action to Transferred Receivables.
(e) enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Class Investors a party to any litigation without the prior written consent of such Person.
(b) Subject to the terms and conditions set forth in this Agreement (including Article II) Collection Agent shall, as soon as practicable following receipt of any Collections, turn over to the Seller Transferor an amount equal to such Collections minus the Aggregate Percentage Factor of such Collections. In addition, the Collection Agent shall, as soon as practicable following receipt thereof, turn over to the Transferor any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller of any indebtedness of any Obligor which is not a Receivable. If the Collection Agent is not Tech Data or the Transferor or any Affiliate of the Transferor or Tech Data, the Collection Agent, all by giving three Business Days’ prior written notice to the Administrative Agent, may revise the percentage used to calculate the Servicing Fee so long as the revised percentage will not result in a Servicing Fee that exceeds 110% of the reasonable and appropriate out-of-pocket costs and expenses of such Collection Agent incurred in connection with the performance of its obligations hereunder as documented to the reasonable satisfaction of the Administrative Agent. The Collection Agent, if other than Tech Data, shall as soon as practicable upon demand, deliver to the Transferor all Records in its possession which evidence or relate to indebtedness of an Obligor which is not a Receivable, and copies of Records in its possession which evidence or relate to Receivables.
(c) On or before July 31 of each year of the Collection Agent, beginning with the fiscal year ending January 31, 2009, the Collection Agent shall cause a firm of servicingindependent public accountants (who may also render other services to the Collection Agent or the Transferor) to furnish a report to the Administrative Agent to the effect that they have (i) confirmed the Net Receivables Balance as of the end of each Tranche Period during such fiscal year, collecting and administering (ii) confirmed that the Receivables to the extent not covered treated by the Collection Agent Fee received by itas Eligible Receivables in fact satisfied the requirements of the definition thereof contained herein, except, in each case for (a) such exceptions as such firm shall believe to be immaterial (which exceptions need not be enumerated) and (b) such other exceptions as shall be set forth in such statement.
(fd) The Notwithstanding anything to the contrary contained in this Article VI, the Collection Agent also shall perform Agent, if not Tech Data, the other obligations Transferor, or any Affiliate of the “Collection Agent” set forth Transferor or Tech Data, shall have no obligation to collect, enforce or take any other action described in this Agreement Article VI with respect to any indebtedness that is not included in the Transferred ReceivablesInterest other than to deliver to the Transferor the collections and documents with respect to any such Receivable as described in Section 6.2(b) hereof.
Appears in 4 contracts
Samples: Transfer and Administration Agreement (Tech Data Corp), Transfer and Administration Agreement (Tech Data Corp), Transfer and Administration Agreement (Tech Data Corp)
Duties of Collection Agent. (a) The Collection Agent shall take take, or cause to be taken taken, all such actions as may be action necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with this Agreement, the Credit and Collection Policy and all applicable laws, rules and regulationsregulations using the skill and attention the Collection Agent exercises in collecting other receivables or obligations owed solely to it. The Collection Agent shall, with reasonable care and diligence, and in accordance with herewith, set aside all Collections to which a Purchaser is entitled. If so instructed by the Credit and Collection Policy. The Purchaser hereby appoints the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership and other rights in the Transferred Receivables, the Related Security and the Collections with respect thereto. In performing its duties as Collection Agent, the Collection Agent shall exercise transfer to the same care Agent the amount of Collections to which the Agent and apply the same policies as it would exercise Purchasers are entitled by the Business Day following receipt. Each party hereto hereby appoints the Collection Agent to enforce such Person’s rights and apply if it owned the Transferred Receivables and shall act interests in the best interests Receivables, but (notwithstanding any other provision in any Transaction Document) the Agent shall at all times have the sole right to direct the Collection Agent to commence or settle any legal action to enforce collection of the Purchaser and its assigneesany Receivable.
(b) On If no Termination Event exists and the 15th day of each month (or, if Collection Agent determines that such day action is not a Business Day, on appropriate in order to maximize the next succeeding Business Day)Collections, the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable (but not beyond thirty (30) days) or adjust the Outstanding Balance outstanding balance of any Transferred Receivable. Any such extension or adjustment shall not alter the status of a Receivable as IR Company deems appropriate to maximize Collections thereofa Defaulted Receivable or Delinquent Receivable or limit any rights of the Agent or the Purchasers hereunder. If a Termination Event exists, the Collection Agent may make such extensions or otherwise amend or modify other terms adjustments only with the prior consent of any Transferred Receivablethe Instructing Group.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(ec) The Collection Agent shall as soon as practicable following receipt turn over to the Seller (i) any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivablespercentage of Collections in excess of the Sold Interest, less, in the event the Seller is not the Collection Agent, less all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of for servicing, collecting and administering the Receivables and (ii) to the extent Originator, subject to Section 1.5(d), the collections and records for any indebtedness owed to the Originator that is not covered by a Receivable. The Collection Agent shall have no obligation to remit any such funds or records to the Seller or Originator, as applicable until the Collection Agent Fee received receives evidence (satisfactory to the Agent) that the Seller is entitled to such items. The Collection Agent has no obligations concerning indebtedness that is not a Receivable other than to deliver the collections and records for such indebtedness to the Seller when required by itthis Section 3.2(c).
(fd) The Collection Agent also shall perform take all actions necessary to maintain the other obligations perfection and priority of the “Collection Agent” set forth security interest of the Agent in this Agreement with respect to the Transferred Receivables.
Appears in 3 contracts
Samples: Receivables Sale Agreement (Ipalco Enterprises, Inc.), Receivables Sale Agreement (Ipalco Enterprises, Inc.), Receivables Sale Agreement (Ipalco Enterprises, Inc.)
Duties of Collection Agent. (a) The Collection Agent shall take take, or cause to be taken taken, all such actions as may be action necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with this Agreement, the Credit and Collection Policy and all applicable laws, rules and regulationsregulations using the skill and attention the Collection Agent exercises in collecting other receivables or obligations owed solely to it. The Collection Agent shall, with reasonable care and diligence, and in accordance with herewith, set aside all Collections to which a Purchaser is entitled. If so instructed by the Credit and Collection Policy. The Purchaser hereby appoints the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership and other rights in the Transferred Receivables, the Related Security and the Collections with respect thereto. In performing its duties as Collection Agent, the Collection Agent shall exercise transfer to the same care Agent the amount of Collections to which the Agent and apply the same policies as it would exercise Purchasers are entitled by the Business Day following receipt and apply if it owned identification thereof. Each party hereto hereby appoints the Transferred Receivables Collection Agent to enforce such Person's rights and shall act interests in the best interests Receivables, but (notwithstanding any other provision in any Transaction Document) the Agent shall at all times after the occurrence of a Collection Agent Replacement Event have the Purchaser and its assigneessole right to direct the Collection Agent to commence or settle any legal action to enforce collection of any Receivable.
(b) On If no Termination Event exists and the 15th day of each month (or, if Collection Agent determines that such day action is not a Business Day, on appropriate in order to maximize the next succeeding Business Day)Collections, the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable (but no such extension shall be for a period more than thirty (30) days) or adjust the Outstanding Balance outstanding balance of any Transferred Receivable. Any such extension or adjustment shall not alter the status of a Receivable as IR Company deems appropriate to maximize Collections thereofa Defaulted Receivable or Delinquent Receivable or limit any rights of the Agent or the Purchasers hereunder. If a Termination Event exists, the Collection Agent may make such extensions or otherwise amend or modify other terms adjustments only with the prior consent of any Transferred Receivablethe Instructing Group.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(ec) The Collection Agent shall as soon as practicable following receipt turn over to the Seller (i) any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivablespercentage of Collections in excess of the Sold Interest, less, in the event the Seller is not the Collection Agent, less all reasonable and appropriate third party out-of-pocket costs and expenses of the Collection Agent of servicing, for collecting and administering the Receivables and (ii) subject to Section 1.5(d), the collections and records for any indebtedness owed to the extent Seller that is not covered by a Receivable. The Collection Agent shall have no obligation to remit any such funds or records to the Seller until the Collection Agent Fee received by it.
receives evidence (fsatisfactory to the Agent) that the Seller is entitled to such items. The Collection Agent also shall perform has no obligations concerning indebtedness that is not a Receivable other than to deliver the other obligations of the “Collection Agent” set forth in this Agreement with respect collections and records for such indebtedness to the Transferred ReceivablesSeller when required by this Section 3.2(c).
Appears in 3 contracts
Samples: Receivables Sale Agreement (Crompton Corp), Receivables Sale Agreement (Davis-Standard CORP), Receivables Sale Agreement (Crompton & Knowles Corp)
Duties of Collection Agent. (a) The Collection Agent shall -------------------------- take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Transferor and the Administrative Agent hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.014.01, as agent for themselves and for the Transferees to enforce its ownership their respective rights and other rights interests in the Transferred Receivables, the Related Security and the Collections with respect theretorelated Contracts. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred such Receivables and shall act in the best interests of the Purchaser Transferor and its assigneesthe Transferees.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the The Collection Agent shall prepare and forward to administer the Purchaser a Seller Report relating to Collections in accordance with the Receivables outstanding on the last day of the immediately preceding monthprocedures described in Section 1.03.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company deems appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller Transferor and the Purchaser each Transferee, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(ed) The Collection Agent shall shall, as soon as practicable following receipt receipt, turn over to the Seller Transferor any cash collections or other cash proceeds received with respect to Receivables receivables not constituting Transferred Receivablestransferred to the Administrative Agent and the Transferees pursuant to this Agreement.
(e) The Collection Agent shall, less, in from time to time at the event request of the Seller is not the Collection Administrative Agent, all reasonable and appropriate out-of-pocket costs and expenses furnish to the Administrative Agent (promptly after any such request) a calculation of the Collection amounts set aside for the Administrative Agent of servicing, collecting and administering the Receivables Transferees pursuant to the extent not covered by the Collection Agent Fee received by itSection 1.03.
(f) The Prior to the 13th calendar day of each month, the Collection Agent also shall perform prepare and forward to the other obligations Administrative Agent a Transferor Report relating to the Receivables outstanding on the last day of the “Collection Agent” set forth in this Agreement with respect to the Transferred Receivablesimmediately preceding month.
Appears in 2 contracts
Samples: Receivables Transfer Agreement (Ikon Office Solutions Inc), Receivables Transfer Agreement (Ios Capital Inc)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulationsregulations (including, without limitation, all CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations), with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Transferor, the Agent, the Administrative Agents and the Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.1 hereof, as agent to enforce its ownership respective rights and other rights interests in and under the Affected Assets. To the extent permitted by applicable law, the Transferor hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferred ReceivablesTransferor’s and/or any Originating Entity’s name and on behalf of the Transferor necessary or desirable, in the Related Security and reasonable determination of the Collections with respect thereto. In performing its duties as Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or any Originating Entity’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Transferor represents and warrants that the foregoing power of attorney, in the case of any Originating Entity, has been duly granted to the Transferor under the Receivables Purchase Agreement and the Transferor is authorized under the Receivables Purchase Agreement, to the extent permitted by applicable law, to authorize the Collection Agent shall hereunder to exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of the Purchaser and its assignees.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the power. The Collection Agent shall prepare and forward to set aside for the Purchaser a Seller Report relating to the Receivables outstanding on the last day account of the immediately preceding month.
Transferor and the Agent (cfor the benefit of the Investors) If their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to each Administrative Agent’s account such Administrative Agent’s allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, Agent may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Defaulted Receivable as IR Company deems the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or otherwise amend or modify other terms adjustment shall not alter the status of any Transferred such Receivable as a Defaulted Receivable.
(d) . The Seller Transferor shall deliver to the Collection Agent, Agent and the Collection Agent shall hold in trust for the Seller Transferor, and the Purchaser Agent, on behalf of the Investors, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) Records which evidence or relate to Transferred Receivables.
(e) The Collection Receivables or Related Security. Notwithstanding anything to the contrary contained herein, the Agent shall as soon as practicable following receipt turn over have the absolute and unlimited right to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of direct the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by (whether the Collection Agent Fee received by it.
(fis NMC or any other Person) The Collection Agent also shall perform the other obligations to commence or settle any legal action to enforce collection of the “Collection Agent” set forth in this Agreement with respect any Receivable or to the Transferred Receivables.foreclose upon or repossess any Related
Appears in 2 contracts
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA), Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulationsregulations (including, without limitation, all CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations), with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Transferor, the Agent, the Administrative Agents and the Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.1 hereof, as agent to enforce its ownership respective rights and other rights interests in and under the Affected Assets. To the extent permitted by applicable law, the Transferor hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferred ReceivablesTransferor’s and/or any Originating Entity’s name and on behalf of the Transferor necessary or desirable, in the Related Security and reasonable determination of the Collections with respect thereto. In performing its duties as Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or any Originating Entity’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Transferor represents and warrants that the foregoing power of attorney, in the case of any Originating Entity, has been duly granted to the Transferor under the Receivables Purchase Agreement and the Transferor is authorized under the Receivables Purchase Agreement, to the extent permitted by applicable law, to authorize the Collection Agent shall hereunder to exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of the Purchaser and its assignees.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the power. The Collection Agent shall prepare and forward to set aside for the Purchaser a Seller Report relating to the Receivables outstanding on the last day account of the immediately preceding month.
Transferor and the Agent (cfor the benefit of the Investors) If their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to each Administrative Agent’s account such Administrative Agent’s allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, Agent may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Defaulted Receivable as IR Company deems the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or otherwise amend or modify other terms adjustment shall not alter the status of any Transferred such Receivable as a Defaulted Receivable.
(d) . The Seller Transferor shall deliver to the Collection Agent, Agent and the Collection Agent shall hold in trust for the Seller Transferor, and the Purchaser Agent, on behalf of the Investors, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) Records which evidence or relate to Transferred ReceivablesReceivables or Related Security. Notwithstanding anything to the contrary contained herein, the Agent shall have the absolute and unlimited right to direct the Collection Agent (whether the Collection Agent is NMC or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Agent, any Administrative Agent or any of the Investors a party to any litigation without the prior written consent of such Person.
(eb) The Collection Agent shall shall, as soon as practicable following receipt thereof, turn over to the Seller Transferor any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller of any indebtedness of any Person which is not on account of a Receivable. If the Collection Agent is not NMC or an Affiliate thereof, the Collection Agent, all by giving three Business Days’ prior written notice to the Agent, may revise the percentage used to calculate the Servicing Fee so long as the revised percentage will not result in a Servicing Fee that exceeds 110% of the reasonable and appropriate out-of-of pocket costs and expenses of such Collection Agent incurred in connection with the performance of its obligations hereunder as documented to the reasonable satisfaction of each Administrative Agent, provided, however, that at any time after the Percentage Factor equals or exceeds 98%, any compensation to the Collection Agent in excess of servicingthe Servicing Fee initially provided for herein shall be an obligation of the Transferor and shall not be payable, collecting and administering in whole or in part, from the Receivables Collections allocated to or for the benefit of any of the Investors hereunder. The Collection Agent, if other than NMC, shall as soon as practicable upon demand, deliver to the extent Transferor all Records in its possession which evidence or relate to indebtedness of an Obligor which is not covered by a Receivable.
(c) On or before September 30 of each calendar year, the Collection Agent Fee received shall cause a firm of independent public accountants (who may also render other services to the Collection Agent, the Transferor, the Seller or any Affiliates of any of the foregoing), or such other Person as may be approved by it.each Administrative Agent (any of the foregoing being an “Auditor”), to furnish a report to each Administrative Agent in accordance with the procedures set forth on Exhibit T.
(fd) The Collection Agent also shall perform Notwithstanding anything to the other obligations of contrary contained in this Article VI, the “Collection Agent” set forth , if not the Transferor or NMC, shall have no obligation to collect, enforce or take any other action described in this Agreement Article VI with respect to any indebtedness that is not included in the Transferred Receivables.Interest other than to deliver to the Transferor the collections and documents with respect to any such indebtedness as described in Section 6.2 (b) hereof. 42
Appears in 2 contracts
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA), Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Seller, the Administrative Agent and the Purchaser Agents hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.014.01, as agent for themselves and for the Investors and the Banks to enforce its ownership their respective rights and other rights interests in the Transferred Receivables, Pool Receivables and the Related Security and the Collections with respect theretoSecurity. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred such Receivables and shall act in the best interests of the Seller, the Administrative Agent, each Purchaser Agent, the Investors and its assigneesthe Banks.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the The Collection Agent shall prepare administer the Collections in accordance with the procedures described in Section 1.04 and forward to shall perform the Purchaser a Seller Report relating to the Receivables outstanding on the last day other obligations of the immediately preceding month“Collection Agent” set forth in this Agreement.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR CompanyUnited Rentals, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance or otherwise modify the payment terms of any Transferred Receivable as IR Company it deems appropriate to maximize Collections thereof; provided that such modification shall not (i) alter the status of the Pool Receivable as a Delinquent Receivable or Defaulted Receivable, or otherwise amend (ii) limit the rights of the Administrative Agent, Purchaser Agents, Banks or modify other terms of any Transferred ReceivableInvestors.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser each Investor and Bank, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which that evidence or relate to Transferred Pool Receivables.
(e) The Collection Agent shall shall, as soon as practicable following receipt receipt, turn over to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Pool Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform shall, from time to time at the other obligations request of the “Collection Administrative Agent or any Purchaser Agent” set forth in this Agreement with respect , furnish to the Transferred ReceivablesAdministrative Agent or such Purchaser Agent (promptly after any such request) a calculation of the amounts set aside for the Investors and the Banks pursuant to Section 1.04(b).
(g) On or before the 15th Business Day of each month, the Collection Agent shall prepare and forward to the Administrative Agent and each Purchaser Agent a Monthly Report relating to the Receivable Interests outstanding on the last day of the immediately preceding month. On or before the first Business Day of each week, the Collection Agent shall prepare and forward to the Administrative Agent and each Purchaser Agent a Weekly Report as of the last Business Day of the previous week; provided that no Weekly Report is due if Capital is equal to zero; provided further that a Weekly Report shall be provided to the Administrative Agent before Capital can be increased from zero. During the continuation of any Daily Report Trigger Event, within five Business Days following a request by the Administrative Agent or the Required Purchaser Agents, the Collection Agent shall prepare and forward to the Administrative Agent and each Purchaser Agent on each Business Day a Daily Report as of the Business Day immediately preceding such date of delivery; provided that no Daily Report is due if Capital is equal to zero; provided further that a Daily Report shall be provided to the Administrative Agent and each Purchaser Agent before Capital can be increased from zero during the continuation of a Daily Report Trigger Event.
(h) On or before the 15th Business Day of each month, the Collection Agent shall prepare and forward to the Administrative Agent and each Purchaser Agent a report as to the principal amount of the Subordinated Note outstanding on the last day of the immediately preceding month (which report may be included as part of the Monthly Report to be delivered by the Collection Agent pursuant to clause (g) above). In addition, if the Collection Agent is required to deliver a Daily Report pursuant to clause (g) above, such Daily Report shall include a report as to the principal amount of the Subordinated Note outstanding on the Business Day covered by such Daily Report.
Appears in 2 contracts
Samples: Assignment and Acceptance Agreement and Amendment (United Rentals North America Inc), Receivables Purchase Agreement (United Rentals North America Inc)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect and manage each Transferred Pool Receivable from time to time, all in accordance in all material respects with applicable laws, rules and regulations, with reasonable care and diligence, Laws and in accordance with the Credit and Collection Policy. The Borrower, the European Purchaser and the Administrative Agent hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.012.1, as their agent to enforce its ownership their respective rights and other rights interests in the Transferred Pool Receivables, the Related Security and the Collections with respect theretorelated Contracts. In performing its duties as Collection Agent, the Collection Agent shall exercise reasonable care and diligence and shall use the same care and apply the same policies as it would exercise and apply if it owned the Transferred such Pool Receivables and shall act in such manner as it reasonably deems to be in the best interests of the Purchaser Lenders and its assigneesthe Administrative Agent. Following the occurrence and during the continuation of a Collection Agent Default, if the Termination Date has occurred, the Administrative Agent shall have the sole right to direct the Collection Agent to commence or settle any legal action to enforce collection of any Receivable or any Related Security with respect thereto.
(b) On The Collection Agent shall perform and shall comply with, and agrees to be bound by, the 15th day terms of each month (or, the Receivables Loan Agreement and the European Loan Agreement in the same manner as if such day is not it were a Business Day, on party thereto. Without limiting the next succeeding Business Day)generality of the foregoing, the Collection Agent shall prepare (i) administer, manage and forward to apply the Purchaser a Seller Report relating to Collections in accordance with Article II of each of the Receivables outstanding on Loan Agreement and the last day European Loan Agreement and (ii) cause Accountants' Letters to be delivered, at its own expense, as and when required pursuant to Section 5.02(b) of the immediately preceding monthReceivables Loan Agreement.
(c) If no Termination Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Pool Receivable as IR Company the Collection Agent deems appropriate to maximize Collections thereof, provided that the classification of any such Pool Receivable as a Delinquent Receivable or otherwise Defaulted Receivable shall not be affected by any such extension, and provided further that if such Pool Receivable is an Eligible Receivable, the Collection Agent shall not amend or modify other terms such Pool Receivable or any Contract related thereto in a manner that would cause such Receivable to cease to be an Eligible Receivable unless (i) following such amendment or modification the Percentage Factor would not exceed the Maximum Percentage Factor, as determined by the most recent Portfolio Report delivered hereunder, and (ii) the applicable Originator has granted or paid all Purchase Price Credits (as defined in the applicable Originator Purchase Agreement) required in connection therewith. Following the occurrence and during the continuation of a Termination Event, the Collection Agent may grant such extensions or adjustments only with the prior written consent of the Administrative Agent. In no event shall the Collection Agent be entitled to make any Transferred ReceivableLender, any Funding Agent or the Administrative Agent a party to any litigation involving the Transaction Documents or the Receivables without such Lender's, such Funding Agent's or the Administrative Agent's prior written consent.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller Borrower, the European Purchaser, the Administrative Agent, the Funding Agents and the Purchaser each Lender, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred ReceivablesPool Receivables or Related Security. The Collection Agent shall xxxx or cause to be marked the Borrower's, the European Purchaser's, the Transferor's and each Originator's master data processing records evidencing the Pool Receivables with a legend, reasonably acceptable to the Administrative Agent, evidencing that the Pool Receivables have been sold to the Borrower or the European Purchaser (as applicable) and a security interest has been granted in favor of the Administrative Agent.
(e) The Collection Agent shall shall, as soon as practicable following receipt and identification thereof, and in any event within one Business Day, turn over to the Seller Borrower (in the case of any North American Collection Account or North American Concentration Account), the European Purchaser (in the case of any European Collection Account or European Concentration Account) or such other Person as may be entitled thereto any cash collections or other cash proceeds received with respect to Receivables in the Collection Accounts or the Concentration Accounts and not constituting Transferred Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses Collections of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by itCollateral.
(f) The Collection Agent also shall perform the other obligations of the “Collection Agent” set forth in this Agreement with respect to the Transferred Receivables.
Appears in 2 contracts
Samples: Servicing Agreement (TRW Automotive Inc), Servicing Agreement (TRW Automotive Inc)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser hereby appoints the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership and other rights in the Transferred Receivables, the Related Security and the Collections with respect thereto. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of the Purchaser and its assignees.
(b) On Prior to the 15th day tenth Business Day of each month (or, if such day is not a Business Day, on the next succeeding Business Day)month, the Collection Agent shall prepare and forward to the Purchaser (i) a Seller Report Monthly Report, relating to all then outstanding Transferred Receivables, and the Receivables outstanding Related Security and Collections with respect thereto, in each case, as of the close of business of the Collection Agent on the last day of the immediately preceding month, and (ii) if requested by the Purchaser, a listing by Obligor of all Transferred Receivables correlating Purchased Receivables and Purchases, together with an aging report of such Transferred Receivables. If a Non-Investment Grade Event (but no BB Downgrade Event ) other than the 2005 Downgrade Event or the 2006 Downgrade Events) shall have occurred and be continuing, on or prior to the close of business on the second Business Day of each Week, the Collection Agent shall prepare and forward to the Purchaser or its assignee a Weekly Report which shall contain information related to the Receivables current as of the close of business on the last Business Day of the preceding Week. If a BB Downgrade Event (other than the 2005 Downgrade Event or the 2006 Downgrade Events) shall have occurred and be continuing, by no later than 11:00 A.M. (New York City time) on each Business Day, the Collection Agent shall prepare and forward to the Purchaser or its assignee a Daily Report which shall contain information relating to the Receivables current as of the close of business on the immediately prior Business Day.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR CompanyFerro Corporation, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company Ferro Corporation deems appropriate to maximize Collections thereof, or otherwise amend or modify other the terms of any Transferred Receivable.
(d) The Each Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the each Seller and the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(e) The Collection Agent shall as soon as practicable following receipt turn over to the relevant Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the such Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform the other obligations of the “Collection Agent” set forth in this Agreement with respect to the Transferred Receivables.
Appears in 2 contracts
Samples: Purchase and Contribution Agreement (Ferro Corp), Receivables Purchase Agreement (Ferro Corp)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Seller, the Administrative Agent and the Purchaser Agents hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.014.01, as agent for themselves and for the Investors and the Banks to enforce its ownership their respective rights and other rights interests in the Transferred Receivables, Pool Receivables and the Related Security and the Collections with respect theretoSecurity. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred such Receivables and shall act in the best interests of the Seller, the Administrative Agent, each Purchaser Agent, the Investors and its assigneesthe Banks.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the The Collection Agent shall prepare administer the Collections in accordance with the procedures described in Section 1.04 and forward to shall perform the Purchaser a Seller Report relating to the Receivables outstanding on the last day other obligations of the immediately preceding month“Collection Agent” set forth in this Agreement.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR CompanyUnited Rentals, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance or otherwise modify the payment terms of any Transferred Receivable as IR Company it deems appropriate to maximize Collections thereof; provided, that such modification shall not (i) alter the status of the Pool Receivable as a Delinquent Receivable or Defaulted Receivable, or otherwise amend (ii) limit the rights of the Administrative Agent, Purchaser Agents, Banks or modify other terms of any Transferred ReceivableInvestors.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser each Investor and Bank, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Pool Receivables.
(e) The Collection Agent shall shall, as soon as practicable following receipt receipt, turn over to the Seller to whom any cash collections or other cash proceeds is received with respect to Receivables not constituting Transferred Pool Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform shall, from time to time at the other obligations request of the “Collection Administrative Agent or any Purchaser Agent” set forth in this Agreement with respect , furnish to the Transferred ReceivablesAdministrative Agent or such Purchaser Agent (promptly after any such request) a calculation of the amounts set aside for the Investors and the Banks pursuant to Section 1.04(b).
(g) On or before the twelfth Business Day of each month, the Collection Agent shall prepare and forward to the Administrative Agent and each Purchaser Agent a Monthly Report relating to the Receivable Interests outstanding on the last day of the immediately preceding month. On or before the first Business Day of each week, the Collection Agent shall prepare and forward to the Administrative Agent and each Purchaser Agent a Weekly Report as of the last Business Day of the previous week; provided that no Weekly Report is due if Capital is equal to zero; provided, further, that a Weekly Report shall be provided to the Administrative Agent before Capital can be increased from zero. On any Business Day during the continuation of any Daily Report Trigger Event, the Collection Agent shall prepare and forward to the Administrative Agent and each Purchaser Agent a Daily Report as of the previous Business Day; provided that no Daily Report is due if Capital is equal to zero; provided, further, that a Daily Report shall be provided to the Administrative Agent and each Purchaser Agent before Capital can be increased from zero during the continuation of a Daily Report Trigger Event.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (United Rentals North America Inc), Receivables Purchase Agreement (United Rentals North America Inc)
Duties of Collection Agent. (a) The Collection Agent shall take take, or cause to be taken taken, all such actions as may be action necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with this Agreement, the Credit and Collection Policy and all applicable laws, rules and regulationsregulations using the skill and attention the Collection Agent exercises in collecting other receivables or obligations owed solely to it. The Collection Agent shall, with reasonable care and diligence, and in accordance with herewith, separately account for all Collections to which a Purchaser is entitled and pay from such Collections all Funding Charges and Discount when due. If so instructed by the Credit and Collection Policy. The Purchaser hereby appoints the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership and other rights in after the Transferred Receivables, the Related Security and the Collections with respect thereto. In performing its duties as occurrence of a Collection AgentAgent Replacement Event, the Collection Agent shall exercise transfer to the same care Agent the amount of Collections to which the Agent and apply the same policies as it would exercise Purchasers are entitled by the Business Day following receipt. Each party hereto hereby appoints the Collection Agent to enforce such Person’s rights and apply if it owned the Transferred Receivables and shall act interests in the best interests Receivables, but (notwithstanding any other provision in any Transaction Document) the Agent shall at all times after the occurrence of a Collection Agent Replacement Event have the Purchaser and its assigneessole right to direct the Collection Agent to commence or settle any legal action to enforce collection of any Receivable.
(b) On If no Termination Event exists and the 15th day of each month (or, if Collection Agent determines that such day action is not a Business Day, on appropriate in order to maximize the next succeeding Business Day)Collections, the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance outstanding balance of any Transferred Receivable. Any such extension or adjustment shall not alter the status of a Receivable as IR Company deems appropriate to maximize Collections thereofa Defaulted Receivable or Delinquent Receivable or limit any rights of the Agent or the Purchasers hereunder. If a Termination Event exists, the Collection Agent may make such extensions or otherwise amend or modify other terms adjustments only with the prior consent of any Transferred Receivablethe Instructing Group.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(ec) The Collection Agent shall as soon as practicable following receipt turn over to the Seller (i) any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivablespercentage of Collections in excess of the Sold Interest, less, in the event the Seller is not the Collection Agent, less all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of for servicing, collecting and administering the Receivables and (ii) subject to Section 1.5(d), the collections and records for any indebtedness owed to the extent Seller that is not covered by a Receivable. The Collection Agent shall have no obligation to remit any such funds or records to the Seller until the Collection Agent Fee received receives evidence (satisfactory to the Agent) that the Seller is entitled to such items. The Collection Agent has no obligations concerning indebtedness that is not a Receivable other than to deliver the collections and records for such indebtedness to the Seller when required by itthis Section 3.2(c).
(fd) The Collection Agent also shall perform take all actions necessary to maintain the other obligations perfection and priority of the “Collection Agent” set forth security interest of the Agent in this Agreement with respect to the Transferred Receivables.
Appears in 2 contracts
Samples: Receivables Sale Agreement (Perkinelmer Inc), Receivables Sale Agreement (Perkinelmer Inc)
Duties of Collection Agent. (a) The Collection Agent -------------------------- shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Transferee hereby appoints the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership and other rights in the Transferred Receivables, the Related Security and the Collections with respect thereto. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of the Purchaser Transferee and its assignees.
(b) On Prior to the 15th calendar day of each month (or, if such day is not a Business Day, on the next succeeding Business Day)month, the Collection Agent shall prepare and forward to the Purchaser a Seller Report Transferee (i) an Originator Report, relating to all then outstanding Transferred Receivables, and the Receivables outstanding Related Security and Collections with respect thereto, in each case, as of the close of business of the Collection Agent on the last day of the immediately preceding month, and (ii) if requested by the Transferee, a listing by Obligor of all Transferred Receivables correlating Transferred Receivables and Transfers, together with an aging report of such Transferred Receivables.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Companythe Originator, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company the Originator deems appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable.
(d) The Seller Originator shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller Originator and the Purchaser Transferee in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(e) The Collection Agent shall as soon as practicable following receipt turn over to the Seller Originator any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller is not the Collection Agent, Receivables less all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform the other obligations of the “"Collection Agent” " set forth in this Agreement with respect to the Transferred Receivables.
Appears in 2 contracts
Samples: Transfer Agreement (Ikon Office Solutions Inc), Transfer Agreement (Alco Standard Corp)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy, including, without limitation, the billing of Pool Receivables as soon as possible under the Contracts related thereto, the preparation and mailing of collection letters to any Obligor whose payment is past due, the investigation and resolution of customer inquiries and complaints, and the employment of one or more agents. The Purchaser Each of the Seller, each Owner and the Agent hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership respective rights and other rights interests in and under the Transferred Pool Receivables, the Related Security and the Collections with respect theretoContracts. In performing its duties as Collection Agent, the The Collection Agent shall exercise set aside and hold in trust for the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests account of the Purchaser Seller and its assignees.
each Owner their respective allocable shares of the Collections of Pool Receivables in accordance with Sections 2.05 and 2.06 but shall not be required (bunless otherwise requested by the Agent or otherwise required by Section 2.05 or 2.06) On to segregate the 15th day funds constituting such portion of each month such Collections prior to the remittance thereof in accordance with said Sections. If instructed by the Agent (or, if such day is not a Business Day, on at the next succeeding Business Dayrequest or with the consent of any Managing Agent), the Collection Agent shall prepare segregate and forward to deposit with a bank (which may be Citibank) designated by the Purchaser a Seller Report relating to the Receivables outstanding Agent such allocable share of Collections of Pool Receivables, set aside for each Owner, on the last day first Business Day following receipt by the Collection Agent of the immediately preceding month.
(c) If such Collections. Provided no Event of Termination or Incipient Event of Termination Investment Ineligibility shall have occurred and be continuing, IR CompanyPolyOne, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Defaulted Receivable as IR Company deems PolyOne may determine to be appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(eb) The Collection Agent shall as soon as practicable following receipt turn over to the Seller any cash collections or other cash proceeds received with respect to (i) that portion of Collections of Pool Receivables not constituting Transferred Receivablesrepresenting its undivided interest therein, less, in the event the Seller is not the Collection Agent, less all reasonable and appropriate out-of-pocket costs and expenses of the such Collection Agent of servicing, collecting and administering the Pool Receivables to the extent not covered by the Collection Agent Fee received by it.
it and (fii) the Collections of any Receivable which is not a Pool Receivable. The Collection Agent also shall perform as soon as practicable upon demand deliver to the other obligations Seller all documents, instruments and records in its possession which evidence or relate to Receivables of the “Seller other than Pool Receivables, and copies of documents, instruments and records in its possession which evidence or relate to Pool Receivables. The Collection Agent” set forth in 's authorization under this Agreement with respect shall terminate, after the Facility Termination Date for the Eligible Assets, upon receipt by each Owner of an Eligible Asset of an amount equal to the Transferred ReceivablesCapital plus accrued Yield for such Eligible Asset plus all other amounts owed to the Agent, each Owner and the Seller and (unless otherwise agreed by the Agent and the Collection Agent) the Collection Agent under this Agreement.
Appears in 2 contracts
Samples: Trade Receivables Purchase and Sale Agreement (Polyone Corp), Trade Receivables Purchase and Sale Agreement (Polyone Corp)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy.
(b) The Collection Agent shall administer the Collections in accordance with the procedures described herein and in Article I. The Collection Agent shall set aside and hold in trust for the account of the Seller and the Purchasers their respective shares of the Collections of Receivables in accordance with Section 1.7. The Purchaser hereby appoints Collection Agent shall upon the Collection request of the Agent after the occurrence of a Liquidation Day, segregate, in a manner acceptable to the Agent, all cash, checks and other instruments received by it from time to time designated constituting Collections from the general funds of the Collection Agent or the Seller prior to the remittance thereof in accordance with Section 1.7. If the Collection Agent shall be required to segregate Collections pursuant to Section 6.01, as agent to enforce its ownership and other rights in the Transferred Receivables, the Related Security and the Collections with respect thereto. In performing its duties as Collection Agentpreceding sentence, the Collection Agent shall exercise segregate and deposit with a bank designated by the same care and apply Agent such allocable share of Collections of Receivables set aside for the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of the Purchaser and its assignees.
(b) On the 15th day of each month (or, if such day is not a Business Day, Purchasers on the next succeeding first Business Day), Day following receipt by the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding monthsuch Collections, duly endorsed or with duly executed instruments of transfer.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the The Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Transferred Receivable as IR Company deems the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such -------- ------- extension or otherwise amend adjustment shall not alter the status of such Receivable as a Delinquent Receivable or modify other terms Defaulted Receivable or limit the rights of the Agent or the Purchasers under this Agreement. Notwithstanding anything to the contrary contained herein, the Agent shall have the absolute and unlimited right to direct the Collection Agent to commence or settle any Transferred Receivablelegal action with respect to any Receivable or to foreclose upon or repossess any Related Security.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser Purchasers, in accordance with their respective interestsReceivable Interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which Records that evidence or relate to Transferred the Receivables.
(e) , the related Contracts and Related Security or that are otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable upon demand of the Agent, deliver or make available to the Agent all such Records, at a place selected by the Agent. The Collection Agent shall shall, as soon as practicable following receipt thereof, turn over to the Seller any cash collections or other cash proceeds received with respect to (i) that portion of Collections of Receivables not constituting Transferred Receivablesrepresenting the Seller's undivided fractional ownership interest therein, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-of- pocket costs and expenses of the Collection Agent of servicing, administering and collecting the Receivables, and administering (ii) any cash collections or other cash proceeds received with respect to Indebtedness not constituting Receivables. The Collection Agent shall, from time to time at the Receivables request of any Purchaser, furnish to the Purchasers (promptly after any such request) a calculation of the amounts set aside for the Purchasers pursuant to Section 1.7.
(e) Any payment by an Obligor in respect of any indebtedness owed by it to the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent not covered by the Collection Agent Fee received by itof any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.
(f) The Collection Agent also shall perform the other obligations of the “Collection Agent” set forth in this Agreement with respect to the Transferred Receivables.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Bon Ton Stores Inc), Receivables Purchase Agreement (Bon Ton Stores Inc)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Seller, the Owner, Citibank, CNAI and the Agent hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership respective rights and other rights interests in and under the Transferred Pool Receivables, the Related Security and the Contracts. The Collection Agent shall set aside and hold in trust for the account of the Seller and each Owner their respective allocable shares of the Collections of Pool Receivables in accordance with respect theretoSections 2.05 and 2.06 but shall not be required (unless otherwise requested by the Agent) to segregate the funds constituting such portion of such Collections prior to the remittance thereof in accordance with said Sections. In performing its duties as Collection If instructed by the Agent, the Collection Agent shall exercise segregate and deposit with a bank (which may be Citibank) designated by the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests Agent such allocable share of the Purchaser and its assignees.
(b) On the 15th day Collections of Pool Receivables, set aside for each month (or, if such day is not a Business DayOwner, on the next succeeding first Business Day), Day following receipt by the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If such Collections. Provided no Event of Termination Investment Ineligibility or Incipient Event of Termination Purchase Ineligibility shall have occurred and be continuing, IR Companythe Seller, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Defaulted Receivable as IR Company deems the Seller may determine to be appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable.
(d) . The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser each Owner in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Pool Receivables.
(eb) The Collection Agent shall shall, as soon as practicable following receipt receipt, turn over to the Seller any cash collections or other cash proceeds received with respect to (i) that portion of Collections of Pool Receivables not constituting Transferred Receivablesrepresenting its undivided interest therein, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the such Collection Agent of servicing, collecting and administering the Pool Receivables to the extent not covered by the Collection Agent Fee received by it.
it and (fii) 50 the Collections of any Receivable which is not a Pool Receivable. The Collection Agent also Agent, if other than the Seller, shall perform as soon as practicable upon demand deliver to the other obligations Seller all documents, instruments and records in its possession which evidence or relate to Receivables of the “Seller other than Pool Receivables, and copies of documents, instruments and records in its possession which evidence or relate to Pool Receivables. The Collection Agent” set forth in 's authorization under this Agreement with respect shall terminate, after the Facility Termination Date, upon receipt by each Owner of an Eligible Asset of an amount equal to the Transferred ReceivablesCapital plus accrued Yield for such Eligible Asset plus all other amounts owed to the Agent, each Owner and the Seller and (unless otherwise agreed by the Agent and the Collection Agent) the Collection Agent under this Agreement.
Appears in 2 contracts
Samples: Trade Receivables Purchase and Sale Agreement (Detroit Edison Co), Trade Receivables Purchase and Sale Agreement (Detroit Edison Securitization Funding LLC)
Duties of Collection Agent. (a) The Collection Agent shall take take, or cause to be taken taken, all such actions as may be action necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with this Agreement, the Credit and Collection Policy and all applicable laws, rules and regulationsregulations using the skill and attention the Collection Agent exercises in collecting other receivables or obligations owed solely to it. The Collection Agent shall, with reasonable care and diligence, and in accordance with herewith, set aside all Collections to which a Purchaser is entitled and pay from such Collections all Discount and the Credit and Collection Policy. The Purchaser hereby appoints the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership and other rights fees set forth in the Transferred Receivables, Fee Letters when due. If so instructed by the Related Security and the Collections with respect thereto. In performing its duties as Collection Agent, the Collection Agent shall exercise transfer to the same care Agent the amount of Collections to which the Agent, each Purchaser Agent and apply the same policies as it would exercise Purchasers are entitled by the Business Day following receipt. Each party hereto hereby appoints the Collection Agent to enforce such Person's rights and apply if it owned the Transferred Receivables and shall act interests in the best interests Receivables, but (notwithstanding any other provision in any Transaction Document) the Agent shall at all times have the sole right to direct the Collection Agent to commence or settle any legal action to enforce collection of the Purchaser and its assigneesany Receivable.
(b) On If no Termination Event exists and the 15th day of each month (or, if Collection Agent determines that such day action is not a Business Day, on appropriate in order to maximize the next succeeding Business Day)Collections, the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the applicable Credit and Collection Policy, extend the maturity of any Receivable, and extend the maturity or adjust the Outstanding Balance outstanding balance of any Transferred Receivable Defaulted Receivables as IR Company deems the Collection Agent may determine to be appropriate to maximize Collections collections thereof; provided, however, that if a Termination Event has occurred the Collection Agent may make such extension or otherwise amend adjustment only upon written approval of the Agent. Any such extension or modify other terms adjustment shall not alter the status of a Receivable as a Defaulted Receivable, affect the computation of the Delinquency Ratio or limit any Transferred Receivablerights of the Agent or the Purchasers hereunder. If a Termination Event exists, the Collection Agent may make such extensions or adjustments only with the prior consent of the Instructing Group.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(ec) The Collection Agent shall as soon as practicable following receipt turn over to the Seller (i) any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivablespercentage of Collections in excess of the Sold Interest, less, in the event the Seller is not the Collection Agent, less all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of for servicing, collecting and administering the Receivables and (ii) subject to Section 1.5(d), the collections and records for any indebtedness owed to the extent Seller that is not covered by a Receivable. The Collection Agent shall have no obligation to remit any such funds or records to the Seller until the Collection Agent Fee received by it.
receives evidence (fsatisfactory to the Agent) that the Seller is entitled to such items. The Collection Agent also shall perform has no obligations concerning indebtedness that is not a Receivable other than to deliver the other obligations of the “Collection Agent” set forth in this Agreement with respect collections and records for such indebtedness to the Transferred ReceivablesSeller when required by this Section 3.2(c).
Appears in 2 contracts
Samples: Receivables Sale Agreement (Arvinmeritor Inc), Receivables Sale Agreement (Arvinmeritor Inc)
Duties of Collection Agent. (a) The Collection Agent shall take take, or cause to be taken taken, all such actions as may be action necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with this Agreement, the Credit and Collection Policy and all applicable laws, rules and regulationsregulations using the skill and attention the Collection Agent exercises in collecting other receivables or obligations owed solely to it. The Collection Agent shall, with reasonable care and diligence, and in accordance with herewith, set aside all Collections to which a Purchaser is entitled. If so instructed by the Credit and Collection Policy. The Purchaser hereby appoints the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership and other rights in the Transferred Receivables, the Related Security and the Collections with respect thereto. In performing its duties as Collection Agent, the Collection Agent shall exercise transfer to each Purchaser Agent the same care amount of Collections to which such Purchaser Agent and apply the same policies as it would exercise applicable Purchasers are entitled by the second Business Day following receipt. Each party hereto hereby appoints the Collection Agent to enforce such Person’s rights and apply if it owned the Transferred Receivables and shall act interests in the best interests Receivables, but (notwithstanding any other provision in any Transaction Document) the Agent shall at all times after the occurrence of a Collection Agent Replacement Event have the Purchaser and its assigneessole right to direct the Collection Agent to commence or settle any legal action to enforce collection of any Receivable.
(b) On If no Termination Event exists and the 15th day of each month (or, if Collection Agent determines that such day action is not a Business Day, on appropriate in order to maximize the next succeeding Business Day)Collections, the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance outstanding balance of any Transferred Receivable. Any such extension or adjustment shall not alter the status of a Receivable as IR Company deems appropriate to maximize Collections thereofa Defaulted Receivable or Delinquent Receivable or limit any rights of the Agent, any Purchaser Agent or otherwise amend the Purchasers hereunder. If a Termination Event exists, the Collection Agent may make such extensions or modify other terms adjustments only with the prior consent of any Transferred Receivablethe Instructing Group.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(ec) The Collection Agent shall as soon as practicable following receipt turn over to the Seller (i) any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivablespercentage of Collections in excess of the Sold Interest, less, in the event the Seller is not the Collection Agent, less all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of for servicing, collecting and administering the Receivables and (ii) subject to Section 1.5(d), the collections and records for any indebtedness owed to the extent Seller that is not covered by a Receivable. The Collection Agent shall have no obligation to remit any such funds or records to the Seller until the Collection Agent Fee received by it.
receives evidence (fsatisfactory to the Agent) that the Seller is entitled to such items. The Collection Agent also shall perform has no obligations concerning indebtedness that is not a Receivable other than to deliver the other obligations of the “Collection Agent” set forth in this Agreement with respect collections and records for such indebtedness to the Transferred ReceivablesSeller when required by this Section 3.2(c).
Appears in 2 contracts
Samples: Receivables Sale Agreement (Ametek Inc/), Receivables Sale Agreement (Ametek Inc/)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Borrower, the Agent and each Lender hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.017.1, as agent to enforce its ownership respective rights and other rights interests in and under the Transferred ReceivablesAffected Assets. The Collection Agent shall set aside for the accounts of the Borrower, the Related Security Agent, the Lenders and any other Person entitled thereto the amount of the Collections to which each is entitled in accordance with respect theretoArticle III. In performing its duties If the amount of the Collections held by the Collection Agent is not sufficient to pay the amount to which a group or class of the Lenders are entitled hereunder, the Collection Agent shall distribute such Collections as Collection provided in Article III on a pro rata basis according to the respective claims of each of the members of such class or group. If instructed by the Agent, the Collection Agent shall exercise segregate and deposit with the same care and apply Agent the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests amount of the Purchaser and its assignees.
(b) On the 15th day of each month (or, if such day is not a Business DayCollections to which all Lenders are entitled pursuant to Article III, on the next succeeding first (1st) Business Day), Day following receipt by the Collection Agent of such Collections and the Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If distribute such amounts in accordance with Article III. So long as no Termination Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Companythe Parent, while it is the Collection Agent, Agent may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable (but not beyond thirty (30) days) and extend the maturity or adjust the Outstanding Balance of any Transferred Defaulted Receivable as IR Company deems the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or otherwise amend adjustment shall not alter the status of such Receivable as a Delinquent Receivable or modify a Defaulted Receivable or limit the rights of the Agent or the Lenders under any other terms provision of any Transferred Receivable.
(d) this Agreement. If a Termination Event has occurred and the Parent is still serving as Collection Agent, the Parent may make such extension or adjustment only upon the prior written approval of the Agent and the Lenders. The Seller Borrower shall deliver to the Collection Agent, Agent and the Collection Agent shall hold in trust for the Seller benefit of the Borrower, the Agent and the Purchaser Lenders in accordance with their respective interests, all documentsRecords with respect to each Receivable. Notwithstanding anything to the contrary contained herein, instruments the Agent shall have the absolute, unlimited and records unconditional right to, and may, direct the Collection Agent (includingwhether the Collection Agent is the Parent or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security; provided, without limitationhowever, computer tapes that no such direction may be given unless either (i) a Potential Termination Event or disksa Termination Event has occurred and is continuing hereunder or (ii) which evidence such legal action, foreclosure or relate to Transferred repossession shall affect a material portion of the Receivables.
(eb) The Collection Agent shall shall, as soon as practicable following receipt receipt, turn over to the Seller any cash collections or other cash proceeds received with respect to Receivables Borrower (i) that portion of all Collections which is not constituting Transferred Receivablespart of the Secured Interest, less, in the event the Seller Parent is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the such Collection Agent of servicing, collecting and administering the Receivables to and (ii) the extent collections of any indebtedness that is not covered by a Receivable; provided, however, that if the Parent is not the Collection Agent, the Collection Agent Fee shall not be under any obligation to remit any such funds to the Borrower unless and until the Collection Agent has received by itfrom the Borrower evidence satisfactory to the Agent and the Collection Agent that the Borrower is entitled to such funds hereunder and under applicable law. The Collection Agent, if other than the Parent, shall as soon as practicable upon demand, deliver to the Borrower all records in its possession which evidence or relate to any indebtedness that is not a Receivable, and copies of Records in its possession which evidence or relate to any indebtedness that is a Receivable.
(fc) The Collection Agent also shall perform Notwithstanding anything to the other obligations of contrary contained in this Article VII, the “Collection Agent” set forth , if not the Parent, shall have no obligation to collect, enforce or take any other action described in this Agreement Article VII with respect to any indebtedness that is not a Receivable other than to deliver to the Transferred ReceivablesBorrower the collections and records with respect to any such indebtedness as described in Section 7.2(b).
Appears in 2 contracts
Samples: Receivables Loan Agreement (Borg Warner Automotive Inc), Receivables Loan Agreement (Borgwarner Inc)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Transferor, the Company and the Bank Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.1, as agent to enforce its ownership respective rights and other rights interests in and under the Transferred Receivables, the Related Security and the Contracts. The Collection Agent shall set aside for the account of the Transferor and the Company their respective allocable shares of the Collections with respect thereto. In performing its duties as Collection Agent, received by the Collection Agent in accordance with Sections 2.5 and 2.6. The Collection Agent shall exercise segregate and deposit to the same care and apply Company's account the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests Company's allocable share of the Purchaser and its assignees.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), Collections received by the Collection Agent shall prepare and forward when required pursuant to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If Article II hereof. So long as no Termination Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond sixty (60) days, and extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company deems the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or otherwise amend adjustment shall not alter -------- ------- the status of such Receivable as a Delinquent Receivable or modify other terms of any Transferred a Defaulted Receivable.
(d) . The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller Transferor and the Purchaser Company in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) Records which evidence or relate to Transferred ReceivablesReceivables or Related Security. Notwithstanding anything to the contrary contained herein, the Agent shall have the right, acting in its reasonable discretion, to direct the Collection Agent (whether the Collection Agent is CompuCom or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security.
(eb) The Collection Agent shall hold, for the benefit of the Transferor, Collections received minus the Percentage Factor of such ----- Collections. On the last day of each Tranche Period, the Collection Agent shall deduct from such Collections and pay to the Company in reduction of the Net Investment any amounts due under Section 2.9 hereof and unpaid from the Transferor and turn the remainder of such Collections over to the Transferor. In addition, the Collection Agent shall, as soon as practicable following receipt thereof, turn over to the Seller Transferor any cash collections or other cash proceeds received with respect to Receivables of any indebtedness of any Obligor which is not constituting Transferred Receivables, less, in the event the Seller a Receivable. If CompuCom is not the Collection Agent, all the Collection Agent, by giving three (3) Business Days' prior written notice to the Agent, may revise the percentage used to calculate the Servicing Fee so long as the revised percentage will not result in a Servicing Fee that exceeds 110% of the reasonable and appropriate out-of-pocket costs and expenses of such Collection Agent incurred in connection with the performance of its obligations hereunder as documented to the reasonable satisfaction of the Company. The Collection Agent, if other than CompuCom, shall as soon as practicable upon demand, deliver to CompuCom all Records in its possession which evidence or relate to indebtedness of an Obligor which is not a Receivable.
(c) On or before 90 days after the end of each fiscal year of the Collection Agent, beginning with the fiscal year ending December 31, 1997, the Collection Agent shall cause either the Business Credit Field Exam Group of servicingNationsBank of Texas N.A. or such other Person as may be approved by Agent (who may also render other services to the Collection Agent or the Transferor) to furnish a report to the Agent to the effect that they have (i) compared the information contained in the Investor Reports delivered during such fiscal year with the information contained in the Contracts and the Collection Agent's records and computer systems for such period, collecting and administering that, on the basis of such examination and comparison, such firm is of the opinion that the information contained in the Investor Reports reconciles with the information contained in the Contracts and the Collection Agent's records and computer system and that the servicing of the Receivables has been conducted in compliance with this Agreement, (ii) conducted a confirmation of a sample, based on a sample size provided by the Agent or otherwise agreed to by the extent not covered Agent, of the Receivables and verified that the Collection Agent's records and computer system used in servicing the Receivables contained correct information with regard to due dates and outstanding balances, (iii) verified that the Receivables treated by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform as Eligible Receivables and the other obligations calculation of the “Collection Agent” Net Receivables Balance in fact satisfied the requirements of the definition thereof contained herein, except, in each case for (a) such exceptions as such firm shall believe to be immaterial (which exceptions need not be enumerated) and (b) such other exceptions as shall be set forth in this Agreement with respect to such statement, and (iv) obtained no knowledge of any Termination Event or Potential Termination Event, or if, in the Transferred Receivables.opinion of such accountants, any Termination Event or Potential Termination Event shall exist, stating the nature and status thereof
Appears in 2 contracts
Samples: Transfer and Administration Agreement (Compucom Systems Inc), Transfer and Administration Agreement (Safeguard Scientifics Inc Et Al)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser hereby appoints the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership and other rights in the Transferred Receivables, the Related Security and the Collections with respect thereto. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of the Purchaser and its assignees.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company deems appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(e) The Collection Agent shall as soon as practicable following receipt turn over to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform the other obligations of the “Collection Agent” set forth in this Agreement with respect to the Transferred Receivables.
(g) The Collection Agent will not itself or through an agent acting on its behalf conduct any activities in Canada in connection with the servicing, administration or collection of the Receivables on behalf of either the Seller or the Purchaser, other than occasional activities in Canada which the Collection Agent reasonably determines, after consultation with a Canadian tax advisor, would not result in any of such persons carrying on business in Canada for purposes of the Tax Act.
Appears in 2 contracts
Samples: Secondary Purchase Agreement (Ingersoll Rand Co LTD), Initial Purchase and Contribution Agreement (Ingersoll Rand Co LTD)
Duties of Collection Agent. (a) The Collection Agent shall take take, or cause to be taken taken, all such actions as may be action necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with this Agreement, the Credit and Collection Policy and all applicable laws, rules and regulationsregulations using the skill and attention the Collection Agent exercises in collecting other receivables or obligations owed solely to it. The Collection Agent shall, with reasonable care and diligence, and in accordance with herewith, set aside all Collections to which a Purchaser is entitled. If so instructed by the Credit and Collection Policy. The Purchaser hereby appoints the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership and other rights in the Transferred Receivables, the Related Security and the Collections with respect thereto. In performing its duties as Collection Agent, the Collection Agent shall exercise transfer to the same care Agent the amount of Collections to which the Agent and apply the same policies as it would exercise Purchasers are entitled by the Business Day following receipt. Each party hereto hereby appoints the Collection Agent to enforce such Person's rights and apply if it owned the Transferred Receivables and shall act interests in the best interests Receivables, but (notwithstanding any other provision in any Transaction Document) the Agent shall at all times have the sole right to direct the Collection Agent to commence or settle any legal action to enforce collection of the Purchaser and its assigneesany Receivable.
(b) On If no Termination Event exists and the 15th day of each month (or, if Collection Agent determines that such day action is not a Business Day, on appropriate in order to maximize the next succeeding Business Day)Collections, the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable (but not beyond thirty (30) days) or adjust the Outstanding Balance outstanding balance of any Transferred Receivable. Any such extension or adjustment shall not alter the status of a Receivable as IR Company deems appropriate to maximize Collections thereofa Defaulted Receivable or Delinquent Receivable or limit any rights of the Agent or the Purchasers hereunder. If a Termination Event exists, the Collection Agent may make such extensions or otherwise amend or modify other terms adjustments only with the prior consent of any Transferred Receivablethe Instructing Group.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(ec) The Collection Agent shall as soon as practicable following receipt turn over to the Seller (i) any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivablespercentage of Collections in excess of the Sold Interest, less, in the event the Seller is not the Collection Agent, less all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of for servicing, collecting and administering the Receivables and (ii) subject to Section 1.5(d), the collections and records for any indebtedness owed to the extent Seller that is not covered by a Receivable. The Collection Agent shall have no obligation to remit any such funds or records to the Seller until the Collection Agent Fee received by it.
receives evidence (fsatisfactory to the Agent) that the Seller is entitled to such items. The Collection Agent also shall perform has no obligations concerning indebtedness that is not a Receivable other than to deliver the other obligations of the “Collection Agent” set forth in this Agreement with respect collections and records for such indebtedness to the Transferred ReceivablesSeller when required by this Section 3.2(c).
Appears in 2 contracts
Samples: Receivables Sale Agreement (Ipalco Enterprises, Inc.), Receivables Sale Agreement (Ipalco Enterprises Inc)
Duties of Collection Agent. (a) The Subject to the limitations contained herein, the Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Transferor, the Administrative Agent and the Class Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.1 hereof, as agent to enforce its ownership respective rights and other rights interests in and under the Affected Assets. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferred ReceivablesTransferor’s and/or the Seller’s name and on behalf of the Transferor or the Seller necessary or desirable, in the Related Security and reasonable determination of the Collections with respect thereto. In performing its duties as Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall exercise set aside for the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests account of the Purchaser Transferor and its assignees.
(b) On the 15th day Class Investors, as applicable, their respective allocable shares of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall prepare segregate and forward deposit to the Purchaser a Seller Report relating Administrative Agent’s account each Class Investor’s allocable share of Collections of Receivables when required pursuant to the Receivables outstanding on the last day of the immediately preceding month.
(c) If Article II hereof. So long as no Termination Event of Termination or Incipient Event of Termination shall have occurred and be continuingcontinuing for any Class, IR Company, while it is the Collection Agent, Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company deems the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or otherwise amend adjustment shall not alter the status of such Receivable as a Delinquent Receivable or modify other terms of any Transferred a Defaulted Receivable.
(d) . The Seller Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent, Agent and the Collection Agent shall hold in trust for the Seller Transferor and the Purchaser Class Investors, in accordance with their respective interests, all documentssuch Records. Notwithstanding anything to the contrary contained herein, instruments the Administrative Agent shall have the absolute and records (includingunlimited right to direct the Transferor, without limitationif Tech Data is the Collection Agent, computer tapes or disks) which evidence if Tech Data is not the Collection Agent, the Collection Agent to commence or relate settle any legal action to Transferred Receivables.
(e) enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Class Investors a party to any litigation without the prior written consent of such Person.
(b) Subject to the terms and conditions set forth in this Agreement (including Article II) Collection Agent shall, as soon as practicable following receipt of any Collections, turn over to the Seller Transferor an amount equal to such Collections minus the Aggregate Percentage Factor of such Collections. In addition, the Collection Agent shall, as soon as practicable following receipt thereof, turn over to the Transferor any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller of any indebtedness of any Obligor which is not a Receivable. If the Collection Agent is not Tech Data or the Transferor or any Affiliate of the Transferor or Tech Data, the Collection Agent, all by giving three Business Days’ prior written notice to the Administrative Agent, may revise the percentage used to calculate the Servicing Fee so long as the revised percentage will not result in a Servicing Fee that exceeds 110% of the reasonable and appropriate out-of-pocket costs and expenses of such Collection Agent incurred in connection with the performance of its obligations hereunder as documented to the reasonable satisfaction of the Administrative Agent. The Collection Agent, if other than Tech Data, shall as soon as practicable upon demand, deliver to the Transferor all Records in its possession which evidence or relate to indebtedness of an Obligor which is not a Receivable, and copies of Records in its possession which evidence or relate to Receivables.
(c) On or before 120 days after the endJuly 31 of each fiscal year of the Collection Agent, beginning with the fiscal year ending January 31, 2001,2009, the Collection Agent shall cause a firm of servicingindependent public accountants (who may also render other services to the Collection Agent or the Transferor) to furnish a report to the Administrative Agent to the effect that they have (i) confirmed the Net Receivables Balance as of the end of each Tranche Period during such fiscal year, collecting and administering (ii) confirmed that the Receivables to the extent not covered treated by the Collection Agent Fee received by itas Eligible Receivables in fact satisfied the requirements of the definition thereof contained herein, except, in each case for (a) such exceptions as such firm shall believe to be immaterial (which exceptions need not be enumerated) and (b) such other exceptions as shall be set forth in such statement.
(fd) The Notwithstanding anything to the contrary contained in this Article VI, the Collection Agent also shall perform Agent, if not Tech Data, the other obligations Transferor, or any Affiliate of the “Collection Agent” set forth Transferor or Tech Data, shall have no obligation to collect, enforce or take any other action described in this Agreement Article VI with respect to any indebtedness that is not included in the Transferred ReceivablesInterest other than to deliver to the Transferor the collections and documents with respect to any such Receivable as described in Section 6.2(b) hereof.
Section 6.3 SECTION 6.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Tech Data Corp)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Seller, the Program Agent, the Investor Agents, the Banks and the Investors hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.01, as agent for themselves and for the Investors and the Banks to enforce its ownership their respective rights and other rights interests in the Transferred Pool Receivables, the Related Security and the Collections with respect theretorelated Contracts. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred such Receivables and shall act in the best interests of the Purchaser Seller, the Investors, the Banks, the Investor Agents and its assigneesthe Program Agent. The Collection Agent shall also take such actions and provide such notices as are required pursuant to any Insurance Agreement in order to obtain payment thereunder with respect to any Insured Receivables as to which an Insured Receivable Default has occurred.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the The Collection Agent shall prepare and forward to administer the Purchaser a Seller Report relating to Collections in accordance with the Receivables outstanding on the last day of the immediately preceding monthprocedures described in Section 2.04.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Companythe Originator, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company the Originator deems appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable, provided that the classification of any such Receivable as a Delinquent Receivable or Defaulted Receivable shall not be affected by any such extension.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser each Investor and Bank, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Pool Receivables. The Collection Agent shall xxxx the Seller’s master data processing records evidencing the Pool Receivables with a legend, acceptable to the Program Agent, evidencing that Receivable Interests therein have been sold and, at the request of the Program Agent, shall xxxx conspicuously each invoice evidencing each Pool Receivable and the related Contract with such a legend.
(e) The Collection Agent shall as soon as practicable shall, within three Business Days following receipt thereof, turn over to the Originator any cash collections or other cash proceeds received with respect to Excluded Receivables, and, turn over to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Pool Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform shall, from time to time at the other obligations request of the “Collection Program Agent or any Investor Agent” set forth in this Agreement with respect , furnish to the Transferred ReceivablesProgram Agent and the Investor Agents (promptly after any such request) a calculation of the amounts set aside for the Investors, the Banks and the Investor Agents pursuant to Section 2.04.
(g) (i) On or prior to the 15th calendar day of each month (or if such day is not a Business Day, the next Business Day), the Collection Agent shall prepare and forward to the Program Agent and each Investor Agent a Monthly Report relating to the Receivable Interests outstanding on the last day of the immediately preceding month.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Lexmark International Inc /Ky/)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy.
(b) The Collection Agent will instruct all Obligors to pay all Collections directly to a Lock-Box or Lock-Box Account and will instruct each Lock-Box Bank to initiate a wire transfer of all available funds in each Lock-Box Account to the Wachovia Account not later than 4:00 p.m. (New York City time) each Business Day. The Purchaser hereby appoints Collection Agent shall effect a Lock-Box Agreement substantially in the form of Exhibit VI with each Lock-Box Bank. In the case of any remittances received in any Lock-Box or Lock-Box Account that shall have been identified, to the satisfaction of the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership and not constitute Collections or other rights in proceeds of the Transferred Receivables, Receivables or the Related Security and the Collections with respect thereto. In performing its duties as Collection AgentSecurity, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of the Purchaser and its assignees.
(b) On the 15th day of each month (or, if promptly remit such day is not a Business Day, on the next succeeding Business Day), the Collection Agent shall prepare and forward items to the Purchaser a Seller Report relating Person identified to it as being the Receivables outstanding on the last day owner of the immediately preceding monthsuch remittances.
(c) If no Event The Collection Agent shall administer the Collections in accordance with the procedures described herein and in Article II. The Collection Agent shall set aside and hold in trust for the account of Termination Seller and the Purchasers their respective shares of the Collections (or Incipient Event such funds or other assets arising therefrom) in accordance with Article II. The Collection Agent shall segregate, in a manner acceptable to the Agent and the Purchasers, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of Termination the Collection Agent or Seller prior to the remittance thereof in accordance with Article II. The Collection Agent shall have occurred segregate and be continuing, IR Company, while it is deposit with a bank designated by the Agent all Collections of Receivables on the Business Day received by the Collection Agent, duly endorsed or with duly executed instruments of transfer.
(d) The Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Transferred Receivable as IR Company deems the Collection Agent determines to be appropriate to maximize Collections thereof; provided, however, that such extension or otherwise amend adjustment shall not alter the status of such Receivable as a Delinquent Receivable, Defaulted Receivable or modify other terms Charged-Off Receivable or limit the rights of any Transferred Receivable.
(d) The Seller shall deliver the Agent or the Purchasers under this Agreement. Notwithstanding anything to the Collection Agentcontrary contained herein, following the occurrence and during continuation of an Amortization Event, the Agent shall have the absolute and unlimited right to direct the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance to commence or settle any legal action with their respective interests, all documents, instruments and records (including, without limitation, computer tapes respect to any Receivable or disks) which evidence to foreclose upon or relate to Transferred Receivablesrepossess any Related Security.
(e) The Collection Agent shall hold in trust for Seller and the Purchasers all Records that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable upon demand of the Agent, deliver or make available to the Agent all such Records, at a place selected by the Agent. The Collection Agent shall, as soon as practicable following receipt thereof turn over to the Seller any cash collections or other cash proceeds received with respect payable to Receivables Seller not constituting Transferred Collections on Receivables. The Collection Agent shall, lessfrom time to time at the request of any Purchaser, in furnish to the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses Purchasers (promptly after any such request) a calculation of the Collection Agent of servicing, collecting and administering amounts set aside for the Receivables Purchasers pursuant to the extent not covered by the Collection Agent Fee received by itArticle II.
(f) The Any payment by an Obligor in respect of any indebtedness owed by it to an Originator or Seller shall, except as otherwise specified by such Obligor or otherwise required by Contract or law and unless otherwise instructed by the Agent, be applied as a Collection Agent also shall perform of any Receivable of such Obligor (starting with the other obligations of the “Collection Agent” set forth in this Agreement with respect oldest such Receivable) to the Transferred Receivablesextent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent -------------------------- shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Seller, the Investor, each Owner and the Agent hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership respective rights and other rights interests in and under the Transferred Pool Receivables, the Related Security and the Contracts. The Collection Agent shall set aside and hold in trust for the account of the Seller and each Owner their respective allocable shares of the Collections of Pool Receivables in accordance with respect theretoSections 2.05 and 2.06 but shall not be required (unless otherwise requested by the Agent) to segregate the funds constituting such portion of such Collections prior to the remittance thereof in accordance with said Sections. In performing addition to the foregoing, the Collection Agent shall be required to set aside all other Collections of Receivables for the benefit of the Seller, and nothing in this Section 6.02(a) shall be deemed to relax the requirements elsewhere in this Agreement that the Seller maintain its duties bank accounts separate from those of its Affiliates. The Seller shall have the right, at any time, to demand the immediate segregation of its funds from those of the Parent Group to such other accounts which the Agent has approved in writing. The Collection Agent shall (i) not deposit the Seller's funds in its own bank accounts or those of the Seller's other Affiliates without properly evidencing such investments by written instruments payable to the Seller; (ii) ensure that any of the Seller's funds deposited by it will be readily identifiable at all times from the funds of the other members of the Parent Group so as Collection to facilitate the prompt and separate identification of the Seller's assets and (iii) account to the Seller for any funds not so properly evidenced or identified. If instructed by the Agent, the Collection Agent shall exercise segregate and deposit with a bank (which may be Citibank) designated by the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests Agent such allocable share of the Purchaser and its assignees.
(b) On the 15th day Collections of Pool Receivables, set aside for each month (or, if such day is not a Business DayOwner, on the next succeeding first Business Day), Day following receipt by the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If such Collections. Provided no Event of Termination Investment Ineligibility or Incipient Event of Termination Purchase Ineligibility shall have occurred and be continuing, IR CompanyServices, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Defaulted Receivable as IR Company deems Services may determine to be appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable.
(d) . The Seller Originators shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser each Owner in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Pool Receivables.
(eb) The Collection Agent shall as soon as practicable following receipt turn over to the Seller any cash collections or other cash proceeds received with respect to SPVs (i) that portion of Collections of Pool Receivables not constituting Transferred Receivablesrepresenting their respective undivided interests therein, less, in the event the Seller is not the Collection Agent, less all reasonable and appropriate out-of-pocket costs and expenses of the such Collection Agent of servicing, collecting and administering the Pool Receivables to the extent not covered by the Collection Agent Fee received by it.
it and (fii) the Collections of any Receivable which is not a Pool Receivable. The Collection Agent also Agent, if other than Services, shall perform as soon as practicable upon demand deliver to the other obligations Seller all documents, instruments and records in its possession which evidence or relate to Receivables of the “Seller other than Pool Receivables, and copies of documents, instruments and records in its possession which evidence or relate to Pool Receivables. The Collection Agent” set forth in 's authorization under this Agreement with respect shall terminate, after the Facility Termination Date, upon receipt by each Owner of a Share of an amount equal to the Transferred ReceivablesCapital plus accrued Yield for such Share plus all other amounts owed to the Agent, each Owner and the Seller and (unless otherwise agreed by the Agent and the Collection Agent) the Collection Agent under this Agreement.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Alliant Energy Corp)
Duties of Collection Agent. (a) The Collection Agent shall take take, or cause to be taken taken, all such actions as may be action necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with this Agreement, the Credit and Collection Policy and all applicable laws, rules and regulationsregulations using the skill and attention the Collection Agent exercises in collecting other receivables or obligations owed solely to it. The Collection Agent shall, with reasonable care and diligence, and in accordance with herewith, set aside all Collections to which a Purchaser is entitled. If so instructed by the Credit and Collection Policy. The Purchaser hereby appoints the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership and other rights in the Transferred Receivables, the Related Security and the Collections with respect thereto. In performing its duties as Collection Agent, the Collection Agent shall exercise transfer to the same care Agent the amount of Collections to which the Agent and apply the same policies as it would exercise Purchasers are entitled by the second Business Day following receipt. Each party hereto hereby appoints the Collection Agent to enforce such Person's rights and apply if it owned the Transferred Receivables and shall act interests in the best interests Receivables, but (notwithstanding any other provision in any Transaction Document) the Agent shall at all times after the occurrence of a Collection Agent Replacement Event have the Purchaser and its assigneessole right to direct the Collection Agent to commence or settle any legal action to enforce collection of any Receivable.
(b) On If no Termination Event exists and the 15th day of each month (or, if Collection Agent determines that such day action is not a Business Day, on appropriate in order to maximize the next succeeding Business Day)Collections, the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance outstanding balance of any Transferred Receivable. Any such extension or adjustment shall not alter the status of a Receivable as IR Company deems appropriate to maximize Collections thereofa Defaulted Receivable or Delinquent Receivable or limit any rights of the Agent or the Purchasers hereunder. If a Termination Event exists, the Collection Agent may make such extensions or otherwise amend or modify other terms adjustments only with the prior consent of any Transferred Receivablethe Instructing Group.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(ec) The Collection Agent shall as soon as practicable following receipt turn over to the Seller (i) any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivablespercentage of Collections in excess of the Sold Interest, less, in the event the Seller is not the Collection Agent, less all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of for servicing, collecting and administering the Receivables and (ii) subject to Section 1.5(d), the collections and records for any indebtedness owed to the extent Seller that is not covered by a Receivable. The Collection Agent shall have no obligation to remit any such funds or records to the Seller until the Collection Agent Fee received by it.
receives evidence (fsatisfactory to the Agent) that the Seller is entitled to such items. The Collection Agent also shall perform has no obligations concerning indebtedness that is not a Receivable other than to deliver the other obligations of the “Collection Agent” set forth in this Agreement with respect collections and records for such indebtedness to the Transferred ReceivablesSeller when required by this Section 3.2(c).
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Transferor, the CP Conduit Purchasers, the Committed Purchasers, the Funding Agents and the Administrative Agent, hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.01 hereof, as agent to enforce its ownership respective rights and other rights interests in and under the Transferred ReceivablesReceivables and Related Security, the Related Security Collections and the Collections Proceeds with respect thereto. In performing its duties as Collection AgentTo the extent permitted by applicable law, the Transferor hereby grants to any Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act appointed hereunder an irrevocable power of attorney to take in the best interests Transferor's name and on behalf of the Purchaser Transferor any and its assignees.
(b) On all steps necessary or desirable, in the 15th day reasonable determination of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, mayto collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor, the CP Conduit Purchasers and the Committed Purchasers their respective allocable shares of the Collections of Receivables in accordance with Sections 2.05 and 2.06 hereof. The Collection Agent shall segregate and deposit to the Credit Collection Account each CP Conduit Purchaser's and Collection Policy, extend the maturity or adjust the Outstanding Balance each Committed Purchaser's allocable share of any Transferred Receivable as IR Company deems appropriate Collections of Receivables when required pursuant to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable.
(d) Article II hereof. The Seller Transferor shall deliver to the Collection Agent, Agent and the Collection Agent shall hold in trust for the Seller Transferor, the CP Conduit Purchasers, the Committed Purchasers, the Funding Agents and the Purchaser Administrative Agent, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) Records which evidence or relate to Transferred Receivables, Related Security or Collections. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Collection Agent (whether the Collection Agent is the Parent or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent, any of the CP Conduit Purchasers, any of the Funding Agents or any of the Committed Purchasers a party to any litigation without the prior written consent of such Person.
(eb) The Collection Agent shall shall, as soon as practicable following receipt turn over thereof, segregate any funds deposited in a Lock-Box Account or otherwise commingled and not attributable to a Receivable within one (1) Business Day of receipt thereof and remit such funds to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in appropriate Person. If the event the Seller Collection Agent is not the Transferor, the Parent, any Seller or an Affiliate of the Transferor or the Sellers, the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables by giving three (3) Business Days' prior written notice to the extent not covered Administrative Agent, may revise the Servicing Fee; provided that such revised Servicing Fee shall be a reasonable fee agreed upon by the Collection Agent Fee received by itand the Administrative Agent reflecting rates and terms prevailing at such time as would be negotiated on an arm's-length basis. The Collection Agent, if other than the Transferor, the Parent, any Seller or an Affiliate of the Transferor or the Sellers, shall as soon as practicable upon demand, deliver to the applicable Seller all Records in its possession which evidence or relate to indebtedness of an Obligor which is not a Receivable.
(fc) The On or before ninety-five (95) days after the end of each fiscal year of the Collection Agent, beginning with the fiscal year ending December 31, 2000, the Collection Agent shall cause a firm of nationally recognized independent public accountants reasonably acceptable to the Administrative Agent (who may also shall perform render other services to the other obligations Collection Agent, the Transferor, the Sellers or any Affiliates of any of the “foregoing), at the expense of the Transferor, to furnish a report to the Administrative Agent and the Transferor to the effect that they have:
(i) selected at least one Settlement Statement for each fiscal quarter delivered during the fiscal year then ended and verified that the amounts presented on such Settlement Statement relating to sales, total dilution, net sales, collections, write-offs, concentrations and aging of Receivables agreed with the information provided to the Collection Agent by each Seller;
(ii) for four (4) Sellers selected by the Administrative Agent” , verified that the amounts presented on each of the Seller's reports to the Collection Agent for the periods selected in (i) above relating to sales, total dilution, net sales, collections, write-offs, concentrations and aging of Receivables agreed with the information contained within such Seller's underlying accounting records for such Settlement Period;
(iii) selected at least one Deposit Report for each fiscal quarter delivered during the fiscal year then ended and verified that the amounts presented on such Deposit Report relating to sales, collections, concentrations and aging of Receivables agreed with the information provided to the Collection Agent by each Seller;
(iv) for four (4) Sellers selected by the Administrative Agent (which may be the same Sellers selected in (ii) above), verified that the amounts presented on each of the Seller's reports to the Collection Agent for the periods selected in (iii) above relating to sales, collections, concentrations and aging of Receivables agreed with the information contained within such Seller's underlying accounting records for such period;
(v) recalculated the Net Receivables Balance as of the end of at least one Settlement Period and one Deposit Report for each fiscal quarter;
(vi) selected a sample of fifteen (15) Receivables for each of the four (4) Sellers selected in (ii) above and verified that the Receivables treated by the Collection Agent as Eligible Receivables in fact satisfied the requirements of clauses (iii), (iv) and (viii) of the definition of such term;
(vii) selected at least one Settlement Statement for each fiscal quarter and conducted a "negative confirmation" or other alternative procedures of a sample of fifteen (15) Receivables for each of the four (4) Sellers selected in (ii) above (which can be the same Receivables selected in clause (vi) above) and verified that each Seller's records and computer system used in servicing the Receivables contained correct information with regard to outstanding balances; and
(viii) selected at least one Settlement Statement for each fiscal quarter and selected a sample of fifteen (15) Receivables for each of the four (4) Sellers selected in (ii) above (which can be the same Receivables selected in clause (vi) above) and verified that such Receivables were included in the proper aging category on such Settlement Statement based on the dates listed on the original invoices for such Receivables; except, in each case for (a) such exceptions as such firm shall believe to be immaterial (which exceptions need not be enumerated) and (b) such other exceptions as shall be set forth in such statement.
(d) Notwithstanding anything to the contrary contained in this Agreement Article VI, the Collection Agent, if not the Transferor, the Parent, any Seller or any Affiliate of the Transferor or the Sellers, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any indebtedness that is not included in the Transferred ReceivablesInterest other than to deliver to the Transferor the collections and documents with respect to any such indebtedness as described in Section 6.02(b) hereof.
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Seller and the Agent hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.01, as agent for themselves and for the Investors and the Banks to enforce its ownership their respective rights and other rights interests in the Transferred Pool Receivables, the Related Security and the Collections with respect theretorelated Contracts. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred such Receivables and shall act in the best interests of the Purchaser Seller, the Investors and its assigneesthe Banks.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the The Collection Agent shall prepare and forward to administer the Purchaser a Seller Report relating to Collections in accordance with the Receivables outstanding on the last day of the immediately preceding monthprocedures described in Section 2.04.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Companythe Parent, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company the Parent deems appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser each Investor and Bank, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Pool Receivables. At the request of the Agent, the Collection Agent shall xxxx the Seller's master data processing records evidencing such Pool Receivables and related Contracts with such a legend.
(e) The Collection Agent shall shall, as soon as practicable following receipt receipt, turn over to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Pool Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it.
(f) On each Tuesday (or if such day is not a Business Day the next Business Day), by no later than 5:00 p.m. (New York City time), the Collection Agent shall provide by telecopy to the Agent, the Weekly Report for the weekly period ending the previous Saturday.
(g) Prior to the 10th Business Day of each month, the Collection Agent shall prepare and forward to the Agent a Seller Report relating to the Receivable Interests outstanding on the last day of the immediately preceding Month. The Collection Agent also may elect (by written notice to the Agent) to transmit Weekly Reports and Seller Reports to the Agent by electronic mail (each an "E-Mail Report") provided, that (i) the Collection Agent shall perform (A) make arrangements with VeriSign, Inc. (or another authenticating organization acceptable to the Agent) to enable the Collection Agent to generate digital signatures and (B) safeguard the keys, access codes or other obligations means of generating its digital signature, (ii) each E-Mail Report shall be (A) formatted as the Agent may designate from time to time and shall be digitally signed and (B) sent to the Agent at an electronic mail address designated by the Agent, and (iii) the Agent (A) shall be authorized to rely upon such E-Mail Report for purposes of this Agreement to the same extent as if the contents thereof had been otherwise delivered to the Agent in accordance with the terms of this Agreement and (B) may, upon notice in writing to the Collection Agent and the Seller, terminate the right of the “Collection Agent” set forth in this Agreement with respect Agent to the Transferred Receivablestransmit E-Mail Reports.
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser hereby appoints the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership and other rights in the Transferred Receivables, the Related Security and the Collections with respect thereto. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of the Purchaser and its assignees.
(b) On Prior to the 15th day tenth Business Day of each month (or, if such day is not a Business Day, on the next succeeding Business Day)month, the Collection Agent shall prepare and forward to the Purchaser (i) a Seller Report Report, relating to all then outstanding Transferred Receivables, and the Receivables outstanding Related Security and Collections with respect thereto, in each case, as of the close of business of the Collection Agent on the last day of the immediately preceding month, and (ii) if requested by the Purchaser, a listing by Obligor of all Transferred Receivables correlating Purchased Receivables and Purchases, together with an aging report of such Transferred Receivables.
(c) If no Event of Termination Termination, Special Event or Incipient Event of Termination shall have occurred and be continuing, IR CompanyFerro Corporation, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company Ferro Corporation deems appropriate to maximize Collections thereof, or otherwise amend or modify other the terms of any Transferred Receivable.
(d) The Each Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the each Seller and the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(e) The Collection Agent shall as soon as practicable following receipt turn over to the relevant Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the such Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform the other obligations of the “"Collection Agent” " set forth in this Agreement with respect to the Transferred Receivables.
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Seller, the Program Agent, the Investor Agents, the Banks and the Investors hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.01, as agent for themselves and for the Investors and the Banks to enforce its ownership their respective rights and other rights interests in the Transferred Pool Receivables, the Related Security and the Collections with respect theretorelated Contracts. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred such Receivables and shall act in the best interests of the Purchaser Seller, the Investors, the Banks, the Investor Agents and its assigneesthe Program Agent.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the The Collection Agent shall prepare and forward to administer the Purchaser a Seller Report relating to Collections in accordance with the Receivables outstanding on the last day of the immediately preceding monthprocedures described in Section 2.04.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Companythe Originator, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company the Originator deems appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable, provided that the classification of any such Receivable as a Delinquent Receivable or Defaulted Receivable shall not be affected by any such extension.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser each Investor and Bank, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Pool Receivables. The Collection Agent shall mark the Seller's master data processing records evidencing the Pool Xxxeivables with a legend, acceptable to the Program Agent, evidencing that Receivable Interests therein have been sold and, at the request of the Program Agent, shall mark conspicuously each invoice evidencing each Pool Receivable xxd the related Contract with such a legend.
(e) The Collection Agent shall as soon as practicable shall, within three Business Days following receipt thereof, turn over to the Originator any cash collections or other cash proceeds received with respect to Excluded Receivables, and, turn over to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Pool Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform shall, from time to time at the other obligations request of the “Program Agent or any Investor Agent, furnish to the Program Agent and the Investor Agents (promptly after any such request) a calculation of the amounts set aside for the Investors, the Banks and the Investor Agents pursuant to Section 2.04.
(i) On or prior to the 20th calendar day of each month (or if such day is not a Business Day, the next Business Day), the Collection Agent shall prepare and forward to the Program Agent and each Investor Agent a Monthly Report relating to the Receivable Interests outstanding on the last day of the immediately preceding month.
(ii) If a Level I Downgrade Event (but no Level II Downgrade Event) shall have occurred and be continuing, on or prior to the close of business on the second Business Day of each Week, the Collection Agent shall prepare and forward to the Program Agent and each Investor Agent a Weekly Report which shall contain information related to the Receivables current as of the close of business on the last Business Day of the preceding Week.
(iii) If a Level II Downgrade Event shall have occurred and be continuing, the Collection Agent shall, by no later than 3:00 P.M. (New York City time) on each Business Day, prepare and forward to the Program Agent and each Investor Agent a Daily Report which shall contain information relating to the Receivables current as of the close of business on the immediately prior Business Day. The Collection Agent may elect to transmit Seller Reports to the Program Agent and each Investor Agent by electronic mail (each an "E-Mail Seller Report") provided, that (i) the Collection Agent shall (A) make arrangements with VeriSign, Inc. (or another authenticating organization acceptable to the Program Agent and each Investor Agent” set forth in ) to enable the Collection Agent to generate digital signatures and (B) safeguard the keys, access codes or other means of generating its digital signature, (ii) each E-Mail Seller Report shall be (A) formatted as the Program Agent and each Investor Agent may designate from time to time and shall be digitally signed and (B) sent to the Program Agent and each Investor at an electronic mail address designated by such Agent, and (iii) the Program Agent and each Investor (A) shall be authorized to rely upon such E-Mail Seller Report for purposes of this Agreement with respect to the Transferred Receivablessame extent as if the contents thereof had been otherwise delivered to such Agent in accordance with the terms of this Agreement and (B) may, upon notice in writing to the Collection Agent and the Seller, terminate the right of the Collection Agent to transmit E-Mail Seller Reports.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Lexmark International Inc /Ky/)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions action as may be reasonably necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulationsLaws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Transferor, the Administrative Agent, the Initial Purchasers, each Funding Agent and the PARCO APA Banks, hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.1 hereof, as agent to enforce its ownership respective rights and other rights interests in and under the Transferred ReceivablesReceivables and Related Security, the Related Security Required Currency Hedge, Collections and the Collections Proceeds with respect thereto. In performing its duties To the extent permitted by applicable Law, each of the Transferor, C&A (to the extent not then acting as Collection Agent hereunder) and each other Seller hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take in the Transferor's and/or each Seller's name and on behalf of the Transferor or a Seller any and all steps necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor's and/or a Seller's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor and the Initial Purchasers their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to the Administrative Agent's account the Initial Purchasers' allocable share of Collections of Receivables when required pursuant to Article II hereof. The Collection Agent agrees that prior to making any material change in the Credit and Collection Policy in effect on the Closing Date, it shall give at least ten (10) Business Days' prior written notice to the Administrative Agent and the Transferor of such changes; provided, however, that in the case of any material change in its Credit and Collection Policy made pursuant to any Requirement of Law as to which it is unable to give ten (10) Business Days' prior written notice, then the Collection Agent shall exercise give written notice to the same care Administrative Agent and apply the same policies Transferor of such changes as it would exercise soon as reasonably practicable prior to the implementation of such changes. In the event that any such changes (except changes that are necessary under any Requirement of Law) could reasonably be expected to materially and apply if it owned adversely affect the Transferred Receivables and shall act in the best interests rights of the Purchaser and its assignees.
(b) On Initial Purchasers or the 15th day PARCO APA Banks, then such changes shall not become effective without the prior written consent of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Funding Agent, may, in accordance with which consent shall be obtained by the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company deems appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable.
(d) Administrative Agent. The Seller Transferor shall deliver to the Collection Agent, Agent and the Collection Agent shall hold in trust for the Seller Transferor, the Administrative Agent, the Initial Purchasers, each Funding Agent and the Purchaser PARCO APA Banks, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) Records which evidence or relate to Transferred Receivables.
(e) , Related Security, the Required Currency Hedge or Collections. The Collection Agent, if other than the Transferor or C&A or an Affiliate of the Transferor or C&A, shall as soon as practicable upon demand, deliver to C&A all Records in its possession which evidence or relate to indebtedness of an Obligor which is not a Receivable. The Collection Agent shall shall, as soon as practicable following receipt thereof, turn over to the Seller C&A any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller of any indebtedness of any Person which is not on account of a Receivable. Notwithstanding anything to the contrary contained herein, following the occurrence of a Termination Event and during the continuation of a Potential Termination Event, the Administrative Agent shall have the absolute and unlimited right to direct the Collection Agent (whether the Collection Agent is C&A or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent, a Funding Agent, an Initial Purchaser or any of the PARCO APA Banks a party to any litigation without the prior written consent of such Person.
(b) If the Collection Agent is not the Transferor, C&A or an Affiliate of the Transferor or C&A, the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables by giving three (3) Business Days' prior written notice to the extent not covered Administrative Agent, may revise the Servicing Fee; provided that such revised Servicing Fee shall be a reasonable fee agreed upon by the Collection Agent Fee received by itand the Administrative Agent on an arms-length basis reflecting rates and terms prevailing at such time.
(fc) The On or before ninety (90) days after the end of each fiscal year of the Collection Agent, beginning with the fiscal year ending December 30, 2000, the Collection Agent also shall perform cause a firm of independent public accountants acceptable to the other obligations Administrative Agent at the expense of the “Transferor (who may also render other services to the Collection Agent” set forth in this Agreement , the Transferor, C&A or any Affiliates of any of the foregoing) to furnish a report to the Administrative Agent performing such agreed upon procedures with respect to the Collection Agent's servicing procedures and internal control system as may be reasonably requested by the Administrative Agent. The scope of the review shall be as set forth in Exhibit M hereto. The Collection Agent shall cause such firm of nationally recognized independent certified public accountants to furnish such report to the Administrative Agent using generally accepted auditing standards to the effect that they have compared the mathematical calculations of each amount set forth in five Weekly Reports and three Settlement Statements in a sample randomly chosen during such annual period and delivered by the Collection Agent pursuant to Section 2.11 during the period covered by such report with the Collection Agent's computer reports that were the source of such amounts and that on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report.
(d) Notwithstanding anything to the contrary contained in this Article VI, the Collection Agent, if not the Transferor, C&A or any Affiliate of the Transferor or C&A, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any indebtedness that is not included in the Transferred ReceivablesInterest other than to deliver to the Transferor the collections and documents with respect to any such indebtedness as described in Section 6.2(a) hereof.
Appears in 1 contract
Samples: Receivables Transfer Agreement (Collins & Aikman Corp)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Seller, the Owner and the Agent hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership respective rights and other rights interests in and under the Transferred Pool Receivables, the Related Security and the related Contracts. The Collection Agent shall set aside and hold in trust for the account of the Seller and each Owner their respective allocable shares of the Collections of Pool Receivables in accordance with respect theretoSections 2.05 and 2.06 but shall not be required (unless otherwise requested by the Agent) to segregate the funds constituting such portion of such Collections prior to the remittance thereof in accordance with said Sections. In performing its duties as Collection If instructed by the Agent, the Collection Agent shall exercise segregate and deposit with a bank (which may be Citibank) designated by the same care and apply the same policies as it would exercise and apply if it owned the Transferred Agent such allocable share of Collections of Pool Receivables and shall act in the best interests of the Purchaser and its assignees.
(b) On the 15th day of set aside for each month (or, if such day is not a Business Day, Owner on the next succeeding first Business Day), Day following receipt by the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) such Collections. If no Event of Termination Investment Ineligibility or Incipient Event of Termination Purchase Ineligibility shall have occurred and be continuing, IR Companythe Collection Agent, while it is the Collection AgentSeller, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Defaulted Receivable as IR Company deems the Collection Agent may determine to be appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable.
(d) . The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser each Owner in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Pool Receivables.
(eb) The Collection Agent shall as soon as practicable following receipt turn over to the Seller any cash collections or other cash proceeds received with respect to (i) that portion of Collections of Pool Receivables not constituting Transferred Receivablesrepresenting its undivided interest therein, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the such Collection Agent of servicing, administering and collecting and administering the Pool Receivables to the extent not covered by the Collection Agent Fee received by it.
it and (fii) the Collections of any Receivable which is not a Pool Receivable. The Collection Agent also Agent, if other than the Seller, shall perform as soon as practicable upon demand deliver to the other obligations of the “Seller all documents, instruments and records in its possession which evidence or relate to Pool Receivables. The Collection Agent” set forth in 's authorization under this Agreement with respect shall terminate, after the Facility Termination Date, upon receipt by each Owner of a Share of an amount equal to the Transferred ReceivablesCapital plus accrued Yield for such Share plus all other amounts owed to the Agent, each Owner and the Seller and (unless otherwise agreed by the Agent and the Collection Agent) the Collection Agent under this Agreement.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Ies Utilities Inc)
Duties of Collection Agent.
(a) The Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulationsregulations (including, without limitation, all CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations), with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Transferor, the Agent, the Administrative Agents and the Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.1 hereof, as agent to enforce its ownership respective rights and other rights interests in and under the Affected Assets. To the extent permitted by applicable law, the Transferor hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferred ReceivablesTransferor’s and/or any Originating Entity’s name and on behalf of the Transferor necessary or desirable, in the Related Security and reasonable determination of the Collections with respect thereto. In performing its duties as Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or any Originating Entity’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Transferor represents and warrants that the foregoing power of attorney, in the case of any Originating Entity, has been duly granted to the Transferor under the Receivables Purchase Agreement and the Transferor is authorized under the Receivables Purchase Agreement, to the extent permitted by applicable law, to authorize the Collection Agent shall hereunder to exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of the Purchaser and its assignees.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the power. The Collection Agent shall prepare and forward to set aside for the Purchaser a Seller Report relating to the Receivables outstanding on the last day account of the immediately preceding month.
Transferor and the Agent (cfor the benefit of the Investors) If their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to each Administrative Agent’s account such Administrative Agent’s allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, Agent may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Defaulted Receivable as IR Company deems the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or otherwise amend or modify other terms adjustment shall not alter the status of any Transferred such Receivable as a Defaulted Receivable.
(d) . The Seller Transferor shall deliver to the Collection Agent, Agent and the Collection Agent shall hold in trust for the Seller Transferor, and the Purchaser Agent, on behalf of the Investors, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) Records which evidence or relate to Transferred Receivables.Receivables or Related Security. Notwithstanding anything to the contrary contained herein, the Agent shall have the absolute and unlimited right to direct the Collection Agent (whether the Collection Agent is NMC or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Agent, any Administrative Agent or any of the Investors a party to any litigation without the prior written consent of such Person.
(eb) The Collection Agent shall shall, as soon as practicable following receipt thereof, turn over to the Seller Transferor any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller of any indebtedness of any Person which is not on account of a Receivable. If the Collection Agent is not NMC or an Affiliate thereof, the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses with the prior written consent of each Administrative Agent, may revise the Servicing Fee Percentage to such other percentage as may be approved in writing by each Administrative Agent, provided, however, that, unless otherwise agreed in writing by each Administrative Agent, at any time after the Percentage Factor equals or exceeds 100%, any compensation to the Collection Agent in excess of servicingthe Servicing Fee initially provided for herein shall be an obligation of the Transferor and shall not be payable, collecting and administering in whole or in part, from the Receivables Collections allocated to or for the benefit of any of the Investors hereunder. The Collection Agent, if other than NMC, shall as soon as practicable upon demand, deliver to the extent Transferor all Records in its possession which evidence or relate to indebtedness of an Obligor which is not covered by a Receivable.
(c) On or before October 31 of each calendar year, the Collection Agent Fee received shall:
(i) cause a firm of independent public accountants (who may also render other services to the Collection Agent, the Transferor, the Seller or any Affiliates of any of the foregoing), or such other Person as may be approved by iteach Administrative Agent (any of the foregoing being an “Auditor”), to furnish a report to each Administrative Agent in accordance with the procedures set forth on Exhibit T; and
(ii) provide to the Agent a report setting forth the average monthly recovery rate in respect of Receivables that might otherwise have been considered defaulted or delinquent Receivables for each of the immediately preceding twelve (12) months.
(fd) The Collection Agent also shall perform Notwithstanding anything to the other obligations of contrary contained in this Article VI, the “Collection Agent” set forth , if not the Transferor or NMC, shall have no obligation to collect, enforce or take any other action described in this Agreement Article VI with respect to any indebtedness that is not included in the Transferred ReceivablesInterest other than to deliver to the Transferor the collections and documents with respect to any such indebtedness as described in Section 6.2 (b) hereof.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Seller and the Agent hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.014.01, as agent for themselves and for the Investors and the Banks to enforce its ownership their respective rights and other rights interests in the Transferred Receivables, Pool Receivables and the Related Security and the Collections with respect theretoSecurity. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred such Receivables and shall act in the best interests of the Purchaser Seller, the Investors and its assigneesthe Banks.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the The Collection Agent shall prepare administer the Collections in accordance with the procedures described in Section 1.04 and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day shall perform all other obligations of the immediately preceding month“Collection Agent” set forth in this Agreement.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR CompanySPX, while it is the Collection Agent, may, in accordance to the extent consistent with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company deems appropriate to maximize Collections thereof, or otherwise amend or modify other the payment terms of any Transferred Receivable to the extent not materiality adverse to the collectibility of such Receivable.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser each Investor and Bank, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Pool Receivables.
(e) The Collection Agent shall as As soon as practicable following receipt turn over to the Seller any cash collections or other cash proceeds received with respect to Receivables of amounts not constituting Transferred Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of Pool Receivables the Collection Agent of servicingor the Seller, collecting and administering the Receivables as applicable, shall turn over such amounts to the extent not covered by the Collection Agent Fee received by itrightful owner, if such rightful owner can be determined.
(f) The Collection Agent also shall perform shall, from time to time at the other obligations request of the “Collection Agent” set forth in this Agreement with respect , furnish to the Transferred ReceivablesAgent (promptly after any such request) a calculation of the amounts set aside for the Investors and the Banks pursuant to Section 1.04.
(g) On or before the fifteenth (15th) Business Day of each Fiscal Month, the Collection Agent shall prepare and forward to the Agent a Monthly Report relating to the Receivable Interests outstanding on the last day of the immediately preceding month.
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Seller and the Agent hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.01, as agent for themselves and for the Investors and the Banks to enforce its ownership their respective rights and other rights interests in the Transferred Pool Receivables, the Related Security and the Collections with respect thereto. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred such Receivables and shall act in the best interests of the Purchaser Seller, the Investors and its assigneesthe Banks.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the The Collection Agent shall prepare and forward to administer the Purchaser a Seller Report relating to Collections in accordance with the Receivables outstanding on the last day of the immediately preceding monthprocedures described in Section 2.04.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Companythe Originator, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company the Originator deems appropriate to maximize Collections thereof, or otherwise amend or modify other the terms of any Transferred Receivable, provided that the classification of any such Receivable as a Delinquent Receivable or Defaulted Receivable shall not be affected by any such extension.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser each Investor and Bank, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Pool Receivables. The Collection Agent shall cause the master data processing records evidencing the Pool Receivables to be marked to indicate that Receivable Interests therein have been sold in accordance with this Agreement.
(e) The Collection Agent shall shall, as soon as practicable following receipt receipt, turn over to the Seller or other Person entitled thereto any cash collections or other cash proceeds received with respect to Receivables or other property not constituting Transferred Pool Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform shall, from time to time at the other obligations request of the “Collection Agent” set forth in this Agreement with respect , furnish to the Transferred ReceivablesAgent (promptly after any such request) a calculation of the amounts set aside for the Investors and the Banks pursuant to Section 2.04.
(g) Prior to the 10th Business Day of each Fiscal Month, the Collection Agent shall prepare and forward to the Agent a Monthly Report relating to the Receivable Interests outstanding on the last day of the immediately preceding Fiscal Month.
(h) So long as any Event of Termination or Incipient Event of Termination shall have occurred and be continuing, and if the Agent shall so request, the Collection Agent shall, on or prior to the second Business Day of each week, prepare and forward to the Agent a Weekly Report relating to the Receivable Interests outstanding on the last day of the immediately preceding week.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Dal Tile International Inc)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser hereby appoints the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership and other rights in the Transferred Receivables, the Related Security and the Collections with respect thereto. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of the Purchaser and its assignees.
(ba) On the 15th day or prior to Wednesday of each month (or, if such day is not a Business Day, on the next succeeding Business Day)week, the Collection Agent shall prepare and forward to the Purchaser (i) a Seller Report Report, relating to all then outstanding Transferred Receivables, and the Receivables outstanding Related Security and Collections with respect thereto, in each case, as of the close of business of the Collection Agent on the last day of the immediately preceding Fiscal Week, and (ii) if requested by the Purchaser, a listing by Obligor of all Transferred Receivables correlating Purchased Receivables and Purchases, together with an aging report of such Transferred Receivables. Prior to the [seventh] day of each month., the Collection Agent shall prepare and forward to the Purchaser (i) a Seller Report, relating to all then outstanding Transferred Receivables, and the Related Security and Collections with respect thereto, in each case, as of the close of business of the Collection Agent on the last day of the immediately preceding Fiscal Month, and (ii) if requested by the Purchaser, a listing by Obligor of all Transferred Receivables correlating Purchased Receivables and Purchases, together with an aging report of such Transferred Receivables
(cb) If no Event of Termination or Incipient Event of Termination Collection Agent Default shall have occurred and be continuing, IR Companythe Seller, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company the Seller deems appropriate to maximize Collections thereof, or otherwise amend or modify other the terms of any Transferred Receivable.
(dc) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(ed) The Collection Agent shall as soon as practicable following receipt turn over to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it.
(fe) The Collection Agent also shall perform the other obligations of the “"Collection Agent” " set forth in this Agreement with respect to the Transferred Receivables.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (Personal Care Holdings Inc)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Debtor, the Company and each Bank Investor hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.1, as agent to enforce its ownership respective rights and other rights interests in and under the Transferred Receivables, the Related Security and the Collections with respect theretoContracts. In performing its duties as Collection Agent, the The Collection Agent shall exercise remit daily, within two (2) Business Days of receipt, to the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of the Purchaser and its assignees.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the Collection Account all Collections received with respect to any Receivables. The Collection Agent shall prepare segregate and forward deposit to the Purchaser a Seller Report relating Agent's, the Company's or the Bank Investor's account, as applicable, such Person's allocable share of Collections of Receivables when required pursuant to the Receivables outstanding on the last day of the immediately preceding month.
(c) If Article II hereof. So long as no Termination Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection AgentAgent may, mayunless otherwise required by law, in accordance with the Credit and Collection Policy, extend the maturity or adjust of Receivables as the Outstanding Balance of any Transferred Receivable as IR Company deems Collection Agent may determine to be appropriate to maximize Collections thereof. The Debtor shall hold in trust for the Secured Parties in accordance with their security interest, all Records which evidence or otherwise amend relate to Receivables or modify other terms of any Transferred Receivable.
(d) The Seller Related Security. In the event that a successor Collection Agent is appointed by the Company, the Debtor shall deliver to the Collection Agent, Agent and the Collection Agent shall hold in trust for the Seller Debtor and the Purchaser Secured Parties in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) Records which evidence or relate to Transferred ReceivablesReceivables or Related Security. Notwithstanding anything to the contrary contained herein, the Collateral Agent shall have the absolute and unlimited right to direct the Collection Agent (whether the Collection Agent is the Debtor or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security.
(eb) The Collection Agent shall shall, as soon as practicable following receipt thereof, turn over to the Seller Debtor any cash collections of any indebtedness of any Obligor which is not a Receivable. If UAC or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller any affiliate thereof is not the Collection Agent, all the Collection Agent, by giving three (3) Business Days' prior written notice to the Collateral Agent and the Agent may revise the percentage used to calculate the Servicing Fee so long as the revised percentage will not result in a Servicing Fee that exceeds 135% of the reasonable and appropriate out-of-pocket costs and expenses of such Collection Agent incurred in connection with the perfor xxxxx of its obligations hereunder as documented to the reasonable satisfaction of the Collateral Agent and the Agent. The Collection Agent, if other than the Debtor, shall as soon as practicable upon demand, deliver to the Debtor all Records in its possession which evidence or relate to indebtedness of an Obligor which is not a Receivable.
(c) On or before ninety (90) days after the end of each fiscal year of the Collection Agent, beginning with the fiscal year ending June 30, 2001, the Collection Agent shall cause a firm of servicing, collecting and administering the Receivables independent public accountants (who may also render other services to the extent not covered Collection Agent or the Debtor) to furnish a report on applying agreed upon procedures to the Collateral Agent to the effect that they have (i) compared the information contained in the Settlement Statements and Withdrawal Notices delivered during such fiscal year, based on a sample size provided by the Agent, with the information contained in the Contracts and the Collection Agent's records and computer systems for such period, (ii) verified the Net Receivables Balance as of the end of each Settlement Period during such fiscal year, and (iii) verified that a sample of Receivables treated by the Collection Agent Fee received by itas Eligible Receivables in fact satisfied the requirements of the definition thereof contained herein, and (iv) conducted a 'negative confirmation' of a sample of the Receivables and verified that the Collection Agent's records and computer system used in servicing the Receivables contained correct information with regard to due dates and outstanding balances, except, in each case for (a) such exceptions as such firm shall believe to be immaterial (which exceptions need not be enumerated) and (b) such other exceptions as shall be set forth in such report.
(fd) The Collection Agent also shall perform Notwithstanding anything to the other obligations of contrary contained in this Article VI, the “Collection Agent” set forth , if not the Debtor, shall have no obligation to collect, enforce or take any other action described in this Agreement Article VI with respect to any Receivable that is not included in the Transferred ReceivablesCollateral other than to deliver to the Debtor the Collections and documents with respect to any such Receivable as described in Section 6.2(b).
(e) In the event that a Take-Out does not occur at least once in any period of sixteen (16) consecutive calendar weeks, the Collateral Agent or the Company shall have the right to conduct (or to cause its accountants or other third parties to conduct) an audit of the Collection Agent's records (including all Records and Contracts) and servicing, reporting and collection procedures.
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent -------------------------- shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership respective rights and other rights interests in and under the Transferred Pool Receivables, the Related Security and the Contracts. The Collection Agent shall set aside and hold in trust for the account of the Purchaser the Collections with respect theretoof Pool Receivables but shall not be required (unless otherwise requested by the Purchaser) to segregate the funds constituting such portion of such Collections prior to the remittance thereof. In performing its duties as Collection AgentIf instructed by the Purchaser, the Collection Agent shall exercise the same care segregate and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of deposit with a bank designated by the Purchaser and its assignees.
(b) On the 15th day Collections of each month (or, if such day is not a Business DayPool Receivables, on the next succeeding first Business Day), Day following receipt by the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If such Collections. Provided no Event of Termination or Incipient Event of Termination Purchase Ineligibility shall have occurred and be continuing, IR CompanyServices, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Defaulted Receivable as IR Company deems Services may determine to be appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable.
(d) . The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance with their respective interestsPurchaser, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Pool Receivables.
(eb) The Collection Agent shall as soon as practicable following receipt turn over to the Seller the Collections of any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller Receivable which is not the a Pool Receivable. The Collection Agent, if other than Services, shall as soon as practicable upon demand deliver to the Seller all reasonable documents, instruments and appropriate out-of-pocket costs and expenses records in its possession which evidence or relate to Receivables of the Collection Agent Seller other than Pool Receivables, and copies of servicingdocuments, collecting instruments and administering the Receivables records in its possession which evidence or relate to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform the other obligations of the “Collection Agent” set forth in this Agreement with respect to the Transferred Pool Receivables.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Alliant Energy Corp)
Duties of Collection Agent.
(a) The Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulationsregulations (including, without limitation, all CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations), with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Transferor, the Agent, the Administrative Agents and the Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.1 hereof, as agent to enforce its ownership respective rights and other rights interests in and under the Affected Assets. To the extent permitted by applicable law, the Transferor hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferred ReceivablesTransferor’s and/or any Originating Entity’s name and on behalf of the Transferor necessary or desirable, in the Related Security and reasonable determination of the Collections with respect thereto. In performing its duties as Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or any Originating Entity’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Transferor represents and warrants that the foregoing power of attorney, in the case of any Originating Entity, has been duly granted to the Transferor under the Receivables Purchase Agreement and the Transferor is authorized under the Receivables Purchase Agreement, to the extent permitted by applicable law, to authorize the Collection Agent shall hereunder to exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of the Purchaser and its assignees.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the power. The Collection Agent shall prepare and forward to set aside for the Purchaser a Seller Report relating to the Receivables outstanding on the last day account of the immediately preceding month.
Transferor and the Agent (cfor the benefit of the Investors) If their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to each Administrative Agent’s account such Administrative Agent’s allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, Agent may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Defaulted Receivable as IR Company deems the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or otherwise amend or modify other terms adjustment shall not alter the status of any Transferred such Receivable as a Defaulted Receivable.
(d) . The Seller Transferor shall deliver to the Collection Agent, Agent and the Collection Agent shall hold in trust for the Seller Transferor, and the Purchaser Agent, on behalf of the Investors, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) Records which evidence or relate to Transferred Receivables.Receivables or Related Security. Notwithstanding anything to the contrary contained herein, the Agent shall have the absolute and unlimited right to direct the Collection Agent (whether the Collection Agent is NMC or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Agent, any Administrative Agent or any of the Investors a party to any litigation without the prior written consent of such Person.
(eb) The Collection Agent shall shall, as soon as practicable following receipt thereof, turn over to the Seller Transferor any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller of any indebtedness of any Person which is not on account of a Receivable. If the Collection Agent is not NMC or an Affiliate thereof, the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses with the prior written consent of each Administrative Agent, may revise the Servicing Fee Percentage to such other percentage as may be approved in writing by each Administrative Agent, provided, however, that, unless otherwise agreed in writing by each Administrative Agent, at any time after the Percentage Factor equals or exceeds 100%, any compensation to the Collection Agent in excess of servicingthe Servicing Fee initially provided for herein shall be an obligation of the Transferor and shall not be payable, collecting and administering in whole or in part, from the Receivables Collections allocated to or for the benefit of any of the Investors hereunder. The Collection Agent, if other than NMC, shall as soon as practicable upon demand, deliver to the extent Transferor all Records in its possession which evidence or relate to indebtedness of an Obligor which is not covered by a Receivable.
(c) On or before October 31 of each calendar year, the Collection Agent Fee received shall:
(i) cause a firm of independent public accountants (who may also render other services to the Collection Agent, the Transferor, the Seller or any Affiliates of any of the foregoing), or such other Person as may be approved by iteach Administrative Agent (any of the foregoing being an “Auditor”), to furnish a report to each Administrative Agent in accordance with the procedures set forth on Exhibit T; and
(ii) provide to the Agent a report setting forth the average monthly recovery rate in respect of Receivables that might otherwise have been considered defaulted or delinquent Receivables for each of the immediately preceding twelve (12) months.
(fd) The Collection Agent also shall perform Notwithstanding anything to the other obligations of contrary contained in this Article VI, the “Collection Agent” set forth , if not the Transferor or NMC, shall have no obligation to collect, enforce or take any other action described in this Agreement Article VI with respect to any indebtedness that is not included in the Transferred ReceivablesInterest other than to deliver to the Transferor the collections and documents with respect to any such indebtedness as described in Section 6.2 (b) hereof.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Duties of Collection Agent. (a) The Subject to the limitations contained herein, the Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Transferor, the Administrative Agent and the Class Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.1 hereof, as agent to enforce its ownership respective rights and other rights interests in and under the Affected Assets. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferred ReceivablesTransferor’s and/or the Seller’s name and on behalf of the Transferor or the Seller necessary or desirable, in the Related Security and reasonable determination of the Collections with respect thereto. In performing its duties as Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall exercise set aside for the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests account of the Purchaser Transferor and its assignees.
(b) On the 15th day Class Investors, as applicable, their respective allocable shares of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall prepare segregate and forward deposit to the Purchaser a Seller Report relating Administrative Agent’s account each Class Investor’s allocable share of Collections of Receivables when required pursuant to the Receivables outstanding on the last day of the immediately preceding month.
(c) If Article II hereof. So long as no Termination Event of Termination or Incipient Event of Termination shall have occurred and be continuingcontinuing for any Class, IR Company, while it is the Collection Agent, Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company deems the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or otherwise amend adjustment shall not alter the status of such Receivable as a Delinquent Receivable or modify other terms of any Transferred a Defaulted Receivable.
(d) . The Seller Transferor shall deliver to the Administrative Agent all Records which evidence or relate to Receivables or Related Security. The Administrative Agent shall forward all such Records to the Collection Agent, Agent and the Collection Agent shall hold in trust for the Seller Transferor and the Purchaser Class Investors, in accordance with their respective interests, all documentssuch Records. Notwithstanding anything to the contrary contained herein, instruments the Administrative Agent shall have the absolute and records (includingunlimited right to direct the Transferor, without limitationif Tech Data is the Collection Agent, computer tapes or disks) which evidence if Tech Data is not the Collection Agent, the Collection Agent to commence or relate settle any legal action to Transferred Receivables.
(e) enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Class Investors a party to any litigation without the prior written consent of such Person.
(b) Subject to the terms and conditions set forth in this Agreement (including Article II) Collection Agent shall, as soon as practicable following receipt of any Collections, turn over to the Seller Transferor an amount equal to such Collections minus the Aggregate Percentage Factor of such Collections. In addition, the Collection Agent shall, as soon as practicable following receipt thereof, turn over to the Transferor any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller of any indebtedness of any Obligor which is not a Receivable. If the Collection Agent is not Tech Data or the Transferor or any Affiliate of the Transferor or Tech Data, the Collection Agent, all by giving three Business Days’ prior written notice to the Administrative Agent, may revise the percentage used to calculate the Servicing Fee so long as the revised percentage will not result in a Servicing Fee that exceeds 110% of the reasonable and appropriate out-of-pocket costs and expenses of such Collection Agent incurred in connection with the performance of its obligations hereunder as documented to the reasonable satisfaction of the Administrative Agent. The Collection Agent, if other than Tech Data, shall as soon as practicable upon demand, deliver to the Transferor all Records in its possession which evidence or relate to indebtedness of an Obligor which is not a Receivable, and copies of Records in its possession which evidence or relate to Receivables.
(c) On or before 120 days after the end of each fiscal year of the Collection Agent, beginning with the fiscal year ending January 31, 2001, the Collection Agent shall cause a firm of servicingindependent public accountants (who may also render other services to the Collection Agent or the Transferor) to furnish a report to the Administrative Agent to the effect that they have (i) confirmed the Net Receivables Balance as of the end of each Tranche Period during such fiscal year, collecting and administering (ii) confirmed that the Receivables to the extent not covered treated by the Collection Agent Fee received by itas Eligible Receivables in fact satisfied the requirements of the definition thereof contained herein, except, in each case for (a) such exceptions as such firm shall believe to be immaterial (which exceptions need not be enumerated) and (b) such other exceptions as shall be set forth in such statement.
(fd) The Notwithstanding anything to the contrary contained in this Article VI, the Collection Agent also shall perform Agent, if not Tech Data, the other obligations Transferor, or any Affiliate of the “Collection Agent” set forth Transferor or Tech Data, shall have no obligation to collect, enforce or take any other action described in this Agreement Article VI with respect to any indebtedness that is not included in the Transferred ReceivablesInterest other than to deliver to the Transferor the collections and documents with respect to any such Receivable as described in Section 6.2(b) hereof.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Tech Data Corp)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Seller, the Owner, Citibank, CNAI and the Agent hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership respective rights and other rights interests in and under the Transferred Pool Receivables, the Related Security and the Contracts. The Collection Agent shall set aside and hold in trust for the account of the Seller and each Owner their respective allocable shares of the Collections of Pool Receivables in accordance with respect theretoSections 2.05 and 2.06 but shall not be required (unless otherwise requested by the Agent) to segregate the funds constituting such portion of such Collections prior to the remittance thereof in accordance with said Sections. In performing its duties as Collection If instructed by the Agent, the Collection Agent shall exercise segregate and deposit with a bank (which may be Citibank) designated by the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests Agent such allocable share of the Purchaser and its assignees.
(b) On the 15th day Collections of Pool Receivables, set aside for each month (or, if such day is not a Business DayOwner, on the next succeeding first Business Day), Day following receipt by the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If such Collections. Provided no Event of Termination Investment Ineligibility or Incipient Event of Termination Purchase Ineligibility shall have occurred and be continuing, IR Companythe Seller, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Defaulted Receivable as IR Company deems the Seller may determine to be appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable.
(d) . The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser each Owner in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Pool Receivables.. <PAGE> 43 37
(eb) The Collection Agent shall shall, as soon as practicable following receipt receipt, turn over to the Seller any cash collections or other cash proceeds received with respect to (i) that portion of Collections of Pool Receivables not constituting Transferred Receivablesrepresenting its undivided interest therein, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the such Collection Agent of servicing, collecting and administering the Pool Receivables to the extent not covered by the Collection Agent Fee received by it.
it and (fii) the Collections of any Receivable which is not a Pool Receivable. The Collection Agent also Agent, if other than the Seller, shall perform as soon as practicable upon demand deliver to the other obligations Seller all documents, instruments and records in its possession which evidence or relate to Receivables of the “Seller other than Pool Receivables, and copies of documents, instruments and records in its possession which evidence or relate to Pool Receivables. The Collection Agent” set forth in 's authorization under this Agreement with respect shall terminate, after the Facility Termination Date, upon receipt by each Owner of an Eligible Asset of an amount equal to the Transferred ReceivablesCapital plus accrued Yield for such Eligible Asset plus all other amounts owed to the Agent, each Owner and the Seller and (unless otherwise agreed by the Agent and the Collection Agent) the Collection Agent under this Agreement.
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Seller, the Owner, BTMUNY and the Agent hereby appoints as its agent the Collection Agent, Agent from time to time designated pursuant to Section 6.01, as agent to enforce its ownership respective rights and other rights interests in and under the Transferred Pool Receivables, the Related Security and the Contracts, in each of the last two cases relating to the Pool Receivables. The Collection Agent shall set aside and hold in trust for the account of the Seller and each Owner their respective allocable shares of the Collections of Pool Receivables in accordance with respect theretoSections 2.07 and 2.08 but shall not (except as set forth in Section 5.01(h)) be required (unless otherwise requested by the Agent) to segregate the funds constituting such portion of such Collections prior to the remittance thereof in accordance with said Sections. In performing its duties as Collection If instructed by the Agent, the Collection Agent shall exercise segregate and deposit into the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests Designated Account, designated pursuant to Section 6.03, such allocable share of the Purchaser and its assignees.
(b) On the 15th day Collections of Pool Receivables, set aside for each month (or, if such day is not a Business DayOwner, on the next succeeding first Business Day), Day following receipt by the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If such Collections. Provided no Event of Termination Trigger Event, Liquidation Day or Incipient Event of Termination Provisional Liquidation Day shall have occurred and be continuing, IR Companythe Seller, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, may extend the maturity or adjust the Outstanding Balance of any Transferred Defaulted Receivable as IR Company deems the Seller may determine to be appropriate to maximize Collections thereofthereof or as required by applicable law; provided, or otherwise amend or modify other terms that in the case of any Transferred Receivable.
(d) Tariff Receivables, such action shall be in accordance with the Credit and Collection Policy. The Seller shall deliver to the Collection Agent, Agent and the Collection Agent shall hold in trust for the Seller and the Purchaser each Owner in accordance with their respective interests, copies of all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Pool Receivables.
(eb) The Collection Agent shall as soon as practicable following receipt turn over to the Seller any cash collections or other cash proceeds received with respect to (i) that portion of Collections of Pool Receivables not constituting Transferred Receivablesrepresenting its undivided interest therein, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the such Collection Agent of servicing, collecting and administering the Pool Receivables to the extent not covered by the Collection Agent Fee received by it.
it and (fii) the Collections of any Receivable which is not a Pool Receivable. The Collection Agent also Agent, if other than the Seller, shall perform as soon as practicable upon demand deliver to the other obligations Seller copies of all documents, instruments and records in its possession which evidence or relate to Receivables of the “Seller other than Pool Receivables, and copies of documents, instruments and records in its possession which evidence or relate to Pool Receivables. The Collection Agent” set forth in ’s authorization under this Agreement with respect shall terminate, after the Facility Termination Date, upon receipt by each Owner of an Eligible Asset of an amount equal to the Transferred ReceivablesCapital plus accrued Yield for such Eligible Asset plus all other amounts owed to the Agent, each Owner and the Seller and (unless otherwise agreed by the Agent and the Collection Agent) the Collection Agent under this Agreement.
Appears in 1 contract
Samples: Trade Receivables Purchase and Sale Agreement (Peco Energy Co)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Transferor and the Company hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.1, as agent to enforce its ownership respective rights and other rights interests in and under the Transferred Receivables, the Related Security and the Collections with respect theretoContracts. In performing its duties as Collection Agent, the The Collection Agent shall exercise set aside for the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests account of the Purchaser Transferor and its assignees.
(b) On the 15th day Company their respective allocable shares of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the Collections of Receivables in accordance with Sections 2.5 and 2.6. The Collection Agent shall prepare segregate and forward deposit to the Purchaser a Seller Report relating Company's account the Company's allocable share of Collections of Receivables when required pursuant to Article II hereof. The Transferor may not extend the Receivables outstanding on the last day maturity of the immediately preceding month.
(c) If Receivables. So long as no Termination Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, Transferor may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable Receivables as IR Company deems the Transferor may determine to be appropriate to maximize Collections thereof; provided, however, that such adjustment shall not alter the amount of such Receivable considered as a Delinquent Receivable or otherwise amend or modify other terms of any Transferred a Defaulted Receivable.
(d) . The Seller Transferor shall deliver to the Collection Agent, Agent and the Collection Agent shall hold in trust for the Seller Transferor and the Purchaser Company in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) Records which evidence or relate to Transferred ReceivablesReceivables or Related Security. Notwithstanding anything to the contrary contained herein, the Company shall have the absolute and unlimited right to direct the Collection Agent (whether the Collection Agent is the Transferor or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security.
(eb) The Collection Agent shall hold for the benefit of the Transferor Collections received minus the Percentage Factor of such Collections. On the last day of each Tranche Period, the Collection Agent shall deduct from such Collections and pay to the Company in reduction of the Net Investment any amounts due under Section 2.9 hereof and unpaid from the Transferor and turn the remainder of such Collections over to the Transferor. In addition, the Collection Agent shall, as soon as practicable following receipt thereof, turn over to the Seller Transferor any cash collections or other cash proceeds received with respect to Receivables of any indebtedness of any Obligor which is not constituting Transferred Receivables, less, in a Receivable. If the event the Seller Transferor is not the Collection Agent, all the Collection Agent, by giving three Business Days' prior written notice to the Company, may revise the percentage used to calculate the Servicing Fee so long as the revised percentage will not result in a Servicing Fee that exceeds 110% of the reasonable and appropriate out-out- of-pocket costs and expenses of such Collection Agent incurred in connection with the performance of its obligations hereunder as documented to the reasonable satisfaction of the Company. The Collection Agent, if other than the Transferor, shall as soon as practicable upon demand, deliver to the Transferor all Records in its possession which evidence or relate to indebtedness of an Obligor which is not a Receivable.
(c) On or before 90 days after the end of each fiscal year of the Collection Agent, beginning with the fiscal year ending June 30, 1995, the Collection Agent shall cause a firm of servicingindependent public accountants (who may also render other services to the Collection Agent or the Transferor) to furnish a report to the Company to the effect that they have (i) compared the information contained in the Investor Reports delivered during such fiscal year with the information contained in the Contracts and the Collection Agent's records and computer systems for such period, collecting and administering that, on the basis of such examination and comparison, such firm is of the opinion that the information contained in the Investor Reports reconciles with the information contained in the Contracts and the Collection Agent's records and computer system and that the servicing of the Receivables to has been conducted in compliance with this Agreement, and (ii) verified that the extent not covered Receivables treated by the Collection Agent Fee received by itas Eligible Receivables in fact satisfied the requirements of the definition thereof contained herein, except, in each case for (a) such exceptions as such firm shall believe to be immaterial (which exceptions need not be enumerated) and (b) such other exceptions as shall be set forth in such statement.
(fd) The Collection Agent also shall perform Notwithstanding anything to the other obligations of contrary contained in this Article VI, the “Collection Agent” set forth , if not the Transferor, shall have no obligation to collect, enforce or take any other action described in this Agreement Article VI with respect to any Receivable that is not included in the Transferred ReceivablesInterest other than to deliver to the Transferor the Collections and documents with respect to any such Receivable as described in Section 6.2(b).
Appears in 1 contract
Samples: Transfer and Administration Agreement (Imc Global Inc)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, time all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the applicable Credit and Collection Policy. The Purchaser Each of the Transferor, the CP Conduit Purchasers, the Committed Purchasers, the Funding Agents and the Administrative Agent, hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.01 hereof, as agent to enforce its ownership respective rights and other rights interests in and under the Transferred ReceivablesReceivables and Related Security, the Related Security Collections and the Collections Proceeds with respect thereto. In performing its duties as Collection AgentTo the extent permitted by applicable law, the Transferor hereby grants to any Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act appointed hereunder an irrevocable power of attorney to take in the best interests Transferor’s name and on behalf of the Purchaser Transferor any and its assignees.
(b) On all steps necessary or desirable, in the 15th day reasonable determination of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, mayto collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor, the CP Conduit Purchasers and the Committed Purchasers their respective allocable shares of the Collections of Receivables in accordance with the Credit Sections 2.05 and 2.06 hereof. The Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company deems appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable.
(d) The Seller Agent shall deliver segregate and deposit to the Collection AgentAccount each CP Conduit Purchaser’s and each Committed Purchaser’s allocable share of Collections of Receivables when required pursuant to Article II hereof. The Collection Agent shall, and shall cause the Collection Agent shall Sellers to, hold in trust for the Seller Transferor, the CP Conduit Purchasers, the Committed Purchasers, the Funding Agents and the Purchaser Administrative Agent, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) Records which evidence or relate to Transferred Receivables, Related Security or Collections. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Collection Agent (whether the Collection Agent is Tyson or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent, any of the CP Conduit Purchasers, any of the Funding Agents or any of the Committed Purchasers a party to any litigation without the prior written consent of such Person.
(eb) The Collection Agent shall shall, as soon as practicable following receipt turn over thereof, segregate any funds deposited in a Lockbox Account or otherwise commingled and not attributable to a Receivable within one (1) Business Day of receipt thereof and remit such funds to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in appropriate Person. If the event the Seller Collection Agent is not the Transferor, Tyson, any Seller or an Affiliate of the Transferor or the Sellers, the Collection Agent, by giving three (3) Business Days’ prior written notice to the Administrative Agent and each Funding Agent, may revise the Servicing Fee; provided that such revised Servicing Fee shall be a reasonable fee agreed upon by the Collection Agent, the Administrative Agent and each Funding Agent reflecting rates and terms prevailing at such time as would be negotiated on an arm’s-length basis. The Collection Agent, if other than the Transferor, Tyson, any Seller or an Affiliate of the Transferor or the Sellers, shall as soon as practicable upon demand, deliver to the applicable Seller all reasonable and appropriate outRecords in its possession which evidence or relate to indebtedness of an Obligor which is not a Receivable.
(c) On or before ninety-of-pocket costs and expenses five (95) days after the end of each fiscal year of the Collection Agent of servicingAgent, collecting and administering beginning with the Receivables to the extent not covered by fiscal year ending September 28, 2002, the Collection Agent Fee received by it.shall cause a firm of nationally recognized independent public accountants reasonably acceptable to the Administrative Agent (who may also render other services to the Collection Agent, the Transferor, the Sellers or any Affiliates of any of the foregoing), at the expense of the Transferor, to furnish a report to the Administrative Agent and the Transferor to the effect that they have:
(fi) The selected at least one Settlement Statement for each fiscal quarter delivered during the fiscal year then ended and verified that the amounts presented on such Settlement Statement relating to sales, total dilution, net sales, collections, promotional allowances, net write-offs, concentrations and aging of Receivables agreed with the information provided to the Collection Agent also shall perform by each Seller;
(ii) verified that the other obligations amounts presented on each Seller’s reports to the Collection Agent for the periods selected in (i) above relating to sales, total dilution, net sales, collections, promotional allowances, net write-offs, concentrations and aging of Receivables agreed with the “information contained within such Seller’s underlying accounting records for such Settlement Period;
(iii) During a Downgrade Condition, selected at least one Weekly Report for each fiscal quarter (during which a Downgrade Condition had occurred or was continuing) delivered during the fiscal year then ended and verified that the amounts presented on such Weekly Report relating to sales, collections, concentrations and aging of Receivables agreed with the information provided to the Collection Agent” set forth Agent by each Seller;
(iv) verified that the amounts presented on each Seller’s reports to the Collection Agent for the periods selected in this Agreement clause (iii) above relating to sales, collections, concentrations and aging of Receivables agreed with the information contained within such Seller’s underlying accounting records for such period;
(v) recalculated the Net Receivables Balance from the Settlement Statements and Weekly Reports (if any) selected in clauses (i) and (iii) above and agreed as to the mathematical accuracy thereof;
(vi) with respect to the Settlement Statements selected in clause (i) above, selected a random sample of at least 100 credit memos issued for operational claims and promotional allowances and verified that such items agreed with the information contained in such Seller’s accounting records;
(vii) with respect to the Settlement Statements selected in clause (i) above, selected a random sample of at least 50 Receivables in the aggregate for all Sellers and verified that such Receivables satisfied the requirements of clauses (3), (4) and (8) of the definition of “Eligible Receivables”;
(viii) with respect to Settlement Statements from two fiscal quarters selected in clause (i) above, conducted a “negative confirmation” or other alternative procedures of a random sample of at least 50 Receivables in the aggregate for all Sellers (which may be the same Receivables selected in clause (vii) above) and verified that each Seller’s records and computer system used in servicing the Receivables contained correct information with regard to outstanding balances;
(ix) with respect to each Settlement Statement from two fiscal quarters selected in clause (i) above, selected a random sample of at least 50 Receivables in the aggregate for all Sellers (which may be the same Receivables selected in clause (vii) above) and verified that such Receivables were included in the proper aging category on such Settlement Statement based on the dates listed on the original invoices for such Receivables; and
(x) such other reasonable procedures identified by the Funding Agents and for which notice of such additional procedures shall have been given to the Collection Agent no later than 30 days after the end of such fiscal year. except, in each case for (1) such exceptions as such firm shall believe to be immaterial (which exceptions need not be enumerated) and (2) such other exceptions as shall be set forth in such statement.
(d) On or before sixty (60) days after the Closing Date, the Collection Agent shall cause a firm of nationally recognized independent public accountants reasonably acceptable to the Administrative Agent (who may also render services to the Collection Agent, the Transferor, the Sellers or any Affiliate of any of the foregoing), at the expense of the Transferor, to furnish a report to the Administrative Agent and the Transferor to the effect that for each fiscal quarter during the fiscal year ending September 29, 2001, they have:
(i) verified that the amounts presented on each Seller’s report to the Collection Agent for each of the months ended December 2000, March 2001, June 2001 and September 2001 relating to sales, total dilution, net sales, collections, promotional allowances, write-offs, customer concentrations and aging of Receivables agreed with the information contained within such Seller’s accounting records for each applicable Settlement Period;
(ii) with respect to the Seller’s reports for the months of June 2001 and September 2001 referred to in clause (i) above, selected a random sample of at least 50 credit memos issued for operational claims and promotional allowances and verified that such items agreed with the information contained in such Seller’s accounting records;
(iii) with respect to the Seller’s reports for the months of June 2001 and September 2001 referred to in clause (i) above, selected a random sample of at least 50 Receivables in the aggregate for all Sellers and verified that such Receivables satisfied the requirements of clauses (3), (4) and (8) of the definition of “Eligible Receivables”;
(iv) with respect to the Seller’s reports for the months of June 2001 and September 2001 referred to in clause (i) above, conducted a “negative confirmation” or other alternative procedures of a random sample of at least 50 Receivables in the aggregate for all Sellers (which may be the same Receivables selected in clause (iii) above) and verified that each Seller’s records and computer system used in servicing the Receivables contained correct information with regard to outstanding balances; and
(v) with respect to the Seller’s reports for the months of June 2001 and September 2001 referred to in clause (i) above, selected a random sample of at least 50 Receivables in the aggregate for all Sellers (which may be the same Receivables selected in clause (iii) above) and verified that such Receivables were included in the proper aging category on such Settlement Statement based on the dates listed on the original invoices for such Receivables; except, in each case for (1) such exceptions as such firm shall believe to be immaterial (which exceptions need not be enumerated) and (2) such other exceptions as shall be set forth in such statement.
(e) Notwithstanding anything to the contrary contained in this Article VI, the Collection Agent, if not the Transferor, Tyson, any Seller or any Affiliate of the Transferor or the Sellers, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any indebtedness that is not included in the Transferred ReceivablesInterest other than to deliver to the Transferor the collections and documents with respect to any such indebtedness as described in Section 6.02(b) hereof.
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Debtor, the Company and each Bank Investor hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.1, as agent to enforce its ownership respective rights and other rights interests in and under the Transferred Receivables, the Related Security and the Collections with respect theretoContracts. In performing its duties as Collection Agent, the The Collection Agent shall exercise remit daily, within two (2) Business Days of receipt, to the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of the Purchaser and its assignees.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the Collection Account all Collections received with respect to any Receivables. The Collection Agent shall prepare segregate and forward deposit to the Purchaser a Seller Report relating Deal Agent's, the Company's or the Bank Investor's account, as applicable, such Person's allocable share of Collections of Receivables when required pursuant to the Receivables outstanding on the last day of the immediately preceding month.
(c) If Article II hereof. So long as no Termination Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection AgentAgent may, mayunless otherwise required by law, in accordance with the Credit and Collection Policy, extend the maturity or adjust of Receivables as the Outstanding Balance of any Transferred Receivable as IR Company deems Collection Agent may determine to be appropriate to maximize Collections thereof. The Debtor shall hold in trust for the Secured Parties in accordance with their security interest, all Records which evidence or otherwise amend relate to Receivables or modify other terms of any Transferred Receivable.
(d) The Seller Related Security. In the event that a successor Collection Agent is appointed by the Company, the Debtor shall deliver to the Collection Agent, Agent and the Collection Agent shall hold in trust for the Seller Debtor and the Purchaser Secured Parties in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) Records which evidence or relate to Transferred ReceivablesReceivables or Related Security. Notwithstanding anything to the contrary contained herein, the Collateral Agent shall have the absolute and unlimited right to direct the Collection Agent (whether the Collection Agent is the Debtor or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security.
(eb) The Collection Agent shall shall, as soon as practicable following receipt thereof, turn over to the Seller Debtor any cash collections of any indebtedness of any Obligor which is not a Receivable. If UAC or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller any affiliate thereof is not the Collection Agent, all the Collection Agent, by giving three (3) Business Days' prior written notice to the Collateral Agent and the Deal Agent may revise the percentage used to calculate the Servicing Fee so long as the revised percentage will not result in a Servicing Fee that exceeds 135% of the reasonable and appropriate out-of-pocket costs and expenses of such Collection Agent incurred in connection with the performance of its obligations hereunder as documented to the reasonable satisfaction of the Collateral Agent and the Deal Agent. The Collection Agent, if other than the Debtor, shall as soon as practicable upon demand, deliver to the Debtor all Records in its possession which evidence or relate to indebtedness of an Obligor which is not a Receivable.
(c) On or before ninety (90) days after the end of each fiscal year of the Collection Agent, beginning with the fiscal year ending December 31, 2001, the Collection Agent shall cause a firm of servicing, collecting and administering the Receivables independent public accountants (who may also render other services to the extent not covered Collection Agent or the Debtor) to furnish a report on applying agreed upon procedures to the Collateral Agent to the effect that they have (i) compared the information contained in the Settlement Statements delivered during such fiscal year, based on a sample size provided by the Deal Agent, with the information contained in the Contracts and the Collection Agent's records and computer systems for such period, (ii) verified the Net Receivables Balance as of the end of each Settlement Period during such fiscal year, and (iii) verified that a sample of Receivables treated by the Collection Agent Fee received by it.
as Eligible Receivables in fact satisfied the requirements of the definition thereof contained herein. Upon five (f5) The Business Days notice during regular business hours (at the cost of the Deal Agent), the Collection Agent also shall perform will permit the other obligations of the “Collection Deal Agent” set forth in this Agreement , or its agents or representatives to conduct due diligence with respect to the Transferred ReceivablesContracts and Related Security, including without limitation, examining and making copies of and abstracts from all books, records and documents (including computer tapes and disks) in the possession or under the control of such party relating to the Contracts and Related Security and purchase orders and other agreements, visiting the offices and properties of the Collection Agent for the purpose of examining such materials and to discuss matters relating to the Contracts and Related Security with any of the officers or employees of such party having knowledge of such matters and with its independent certified public accountants.
(d) Notwithstanding anything to the contrary contained in this Article VI, the Collection Agent, if not the Debtor, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any Receivable that is not included in the Collateral other than to deliver to the Debtor the Collections and documents with respect to any such Receivable as described in Section 6.2(b).
(e) In the event that a Take-Out does not occur at least once in any period of sixteen (16) consecutive calendar weeks, the Collateral Agent or the Company shall have the right to conduct (or to cause its accountants or other third parties to conduct) an audit of the Collection Agent's records (including all Records and Contracts) and servicing, reporting and collection procedures.
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the applicable Credit and Collection Policy. The Purchaser hereby appoints the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership and other rights in the Transferred Receivables, the Related Security and the Collections with respect thereto. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of the Purchaser and its assignees.
(b) On Prior to the 15th day tenth Business Day of each month (or, if such day is not a Business Day, on the next succeeding Business Day)month, the Collection Agent shall prepare and forward to the Purchaser (i) a Seller Report Monthly Report, relating to all then outstanding Transferred Receivables, and the Receivables outstanding Related Security and Collections with respect thereto, in each case, as of the close of business of the Collection Agent on the last day of the immediately preceding month, and (ii) if requested by the Purchaser, a listing by Obligor of all Transferred Receivables correlating Purchased Receivables and Purchases, together with an aging report of such Transferred Receivables. If a Non-Investment Grade Event (but no BB Downgrade Event other than the 2005 Downgrade Event or the 2006 Downgrade Events) shall have occurred and be continuing, on or prior to the close of business on the second Business Day of each Week, the Collection Agent shall prepare and forward to the Purchaser or its assignee a Weekly Report which shall contain information related to the Receivables current as of the close of business on the last Business Day of the preceding Week. If a BB Downgrade Event (other than the 2005 Downgrade Event or the 2006 Downgrade Events) shall have occurred and be continuing, by no later than 11:00 A.M. (New York City time) on each Business Day, the Collection Agent shall prepare and forward to the Purchaser or its assignee a Daily Report which shall contain information relating to the Receivables current as of the close of business on the immediately prior Business Day.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Companythe Seller, while it is the Collection Agent, may, in accordance with the applicable Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company the Seller deems appropriate to maximize Collections thereof, or otherwise amend or modify other the terms of any Transferred Receivable.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(e) The Collection Agent shall as soon as practicable following receipt turn over to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform the other obligations of the “Collection Agent” set forth in this Agreement with respect to the Transferred Receivables.
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Seller, the Administrative Agent and the Purchaser Agents hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.014.01, as agent for themselves and for the Investors and the Banks to enforce its ownership their respective rights and other rights interests in the Transferred Receivables, Pool Receivables and the Related Security and the Collections with respect theretoSecurity. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred such Receivables and shall act in the best interests of the Seller, the Administrative Agent, each Purchaser Agent, the Investors and its assigneesthe Banks.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the The Collection Agent shall prepare administer the Collections in accordance with the procedures described in Section 1.04 and forward to shall perform the Purchaser a Seller Report relating to the Receivables outstanding on the last day other obligations of the immediately preceding month“Collection Agent” set forth in this Agreement.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR CompanyUnited Rentals, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance or otherwise modify the payment terms of any Transferred Receivable as IR Company it deems appropriate to maximize Collections thereof; provided that such modification shall not (i) alter the status of the Pool Receivable as a Delinquent Receivable or Defaulted Receivable, or otherwise amend (ii) limit the rights of the Administrative Agent, Purchaser Agents, Banks or modify other terms of any Transferred ReceivableInvestors.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser each Investor and Bank, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which that evidence or relate to Transferred Pool Receivables.
(e) The Collection Agent shall shall, as soon as practicable following receipt receipt, turn over to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Pool Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform shall, from time to time at the other obligations request of the “Collection Administrative Agent or any Purchaser Agent” set forth in this Agreement with respect , furnish to the Transferred ReceivablesAdministrative Agent or such Purchaser Agent (promptly after any such request) a calculation of the amounts set aside for the Investors and the Banks pursuant to Section 1.04(b).
(g) On or before the 15th Business Day of each month, the Collection Agent shall prepare and forward to the Administrative Agent and each Purchaser Agent a Monthly Report relating to the Receivable Interests outstanding on the last day of the immediately preceding month. On or before the first Business Day of each week, the Collection Agent shall prepare and forward to the Administrative Agent and each Purchaser Agent a Weekly Report as of the last Business Day of the previous week; provided that no Weekly Report is due if Capital is equal to zero; provided further that a Weekly Report shall be provided to the Administrative Agent before Capital can be increased from zero. During the continuation of any Daily Report Trigger Event, within five Business Days following a request by the Administrative Agent or the Required Purchaser Agents, the Collection Agent shall prepare and forward to the Administrative Agent and each Purchaser Agent on each Business Day a Daily Report as of the Business Day immediately preceding such date of delivery; provided that no Daily Report is due if Capital is equal to zero; provided further that a Daily Report shall be provided to the Administrative Agent and each Purchaser Agent before Capital can be increased from zero during the continuation of a Daily Report Trigger Event.
Appears in 1 contract
Samples: Receivables Purchase Agreement (United Rentals North America Inc)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, 94 with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Transferor, the Company, the Agent, Sheffield and the Bank Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.1 hereof, as agent to enforce its ownership respective rights and other rights interests in and under the Affected Assets. To the extent permitted by applicable law, each of the Transferor and WorldCom (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferred ReceivablesTransferor's and/or WorldCom's name and on behalf of the Transferor or WorldCom necessary or desirable, in the Related Security and reasonable determination of the Collections with respect thereto. In performing its duties as Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor's and/or WorldCom's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall exercise set aside for the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests account of the Purchaser Transferor and its assignees.
(b) On the 15th day Company their respective allocable shares of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall prepare segregate and forward deposit to the Purchaser a Seller Report relating Agent's account the Company's, Sheffield's and the Bank Investors' allocable share of Collections of Receivables when required pursuant to the Receivables outstanding on the last day of the immediately preceding month.
(c) If Article II hereof. So long as no Event of Sheffield Termination Date or Incipient Event of Enterprise Termination Date shall have occurred and be continuing, IR Company, while it is the Collection Agent, Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables or adjust the Outstanding Balance of any Transferred Receivable as IR Company deems the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or otherwise amend adjustment shall not alter the status of such Receivable as a Delinquent Receivable or modify other terms of any Transferred a Defaulted Receivable.
(d) . The Seller Transferor shall deliver to the Collection Agent, Agent and the Collection Agent shall hold in trust for the Seller Transferor, the Company, the Agent, Sheffield and the Purchaser Bank Investors, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) Records which evidence or relate to Transferred Receivables.
(e) The Collection Receivables or Related Security. Notwithstanding anything to the contrary contained herein, the Agent shall as soon as practicable following receipt turn over have the absolute and unlimited right to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of direct the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by (whether the Collection Agent Fee received by it.
(fis WorldCom or any other Person) The Collection Agent also shall perform the other obligations to commence or settle any legal action to enforce collection of the “Collection Agent” set forth in this Agreement with respect any Receivable or to the Transferred Receivables.foreclose upon or repossess any
Appears in 1 contract
Samples: Transfer and Administration Agreement (Worldcom Inc /Ga/)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect and manage each Transferred Pool Receivable from time to time, all in accordance in all material respects with applicable laws, rules and regulations, with reasonable care and diligence, Laws and in accordance with the Credit and Collection Policy. The Purchaser Borrower and the Administrative Agent hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.012.1, as their agent to enforce its ownership their respective rights and other rights interests in the Transferred Pool Receivables, the Related Security and the Collections with respect theretorelated Contracts. In performing its duties as Collection Agent, the Collection Agent shall exercise reasonable care and diligence and shall use the same care and apply the same policies as it would exercise and apply if it owned the Transferred such Pool Receivables and shall act in such manner as it reasonably deems to be in the best interests of the Purchaser Lenders and its assigneesthe Administrative Agent. Following the occurrence and during the continuation of a Collection Agent Default, if the Termination Date has occurred, the Administrative Agent shall have the sole right to direct the Collection Agent to commence or settle any legal action to enforce collection of any Receivable or any Related Security with respect thereto.
(b) On The Collection Agent shall perform and shall comply with, and agrees to be bound by, the 15th day terms of each month (or, the Receivables Loan Agreement in the same manner as if such day is not it were a Business Day, on party thereto. Without limiting the next succeeding Business Day)generality of the foregoing, the Collection Agent shall prepare (i) administer, manage and forward to apply the Purchaser a Seller Report relating to Collections in accordance with Article II of the Receivables outstanding on the last day Loan Agreement and (ii) cause Accountants' Letters to be delivered, at its own expense, as and when required pursuant to Section 5.02(b) of the immediately preceding monthReceivables Loan Agreement.
(c) If no Termination Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Pool Receivable as IR Company the Collection Agent deems appropriate to maximize Collections thereof, provided that the classification of any such Pool Receivable as a Delinquent Receivable or otherwise Defaulted Receivable shall not be affected by any such extension, and provided further that if such Pool Receivable is an Eligible Receivable, the Collection Agent shall not amend or modify other terms such Pool Receivable or any Contract related thereto in a manner that would cause such Receivable to cease to be an Eligible Receivable unless (i) following such amendment or modification the Percentage Factor would not exceed the Maximum Percentage Factor, as determined by the most recent Portfolio Report delivered hereunder, and (ii) the applicable Originator has granted or paid all Purchase Price Credits (as defined in the Originator Purchase Agreement) required in connection therewith. Following the occurrence and during the continuation of a Termination Event, the Collection Agent may grant such extensions or adjustments only with the prior written consent of the Administrative Agent. In no event shall the Collection Agent be entitled to make any Transferred ReceivableLender, any Funding Agent or the Administrative Agent a party to any litigation involving the Transaction Documents or the Receivables without such Lender's, such Funding Agent's or the Administrative Agent's prior written consent.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller Borrower, the Administrative Agent, the Funding Agents and the Purchaser each Lender, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred ReceivablesPool Receivables or Related Security. The Collection Agent shall xxxx or cause to be marked the Borrower's, the Transferor's and each Originator's master data processing records evidencing the Pool Receivables with a legend, reasonably acceptable to the Administrative Agent, evidencing that the Pool Receivables have been sold to the Borrower and a security interest has been granted in favor of the Administrative Agent.
(e) The Collection Agent shall shall, as soon as practicable following receipt and identification thereof, and in any event within one Business Day, turn over to the Seller Borrower or such other Person as may be entitled thereto any cash collections or other cash proceeds received with respect to Receivables in the Collection Accounts or the Concentration Account and not constituting Transferred Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses Collections of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by itCollateral.
(f) The Collection Agent also shall perform the other obligations of the “Collection Agent” set forth in this Agreement with respect to the Transferred Receivables.
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent shall take take, or cause to be taken taken, all such actions as may be action necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with this Agreement, the Credit and Collection Policy and all applicable laws, rules and regulationsregulations using the skill and attention the Collection Agent exercises in collecting other receivables or obligations owed solely to it; provided, with reasonable care and diligencehowever, and that the Collection Agent may not sell any Receivables other than to the extent explicitly required by this Agreement or the Purchase Agreement. The Collection Agent shall, in accordance with herewith, set aside all Collections to which a Purchaser is entitled and pay from such Collections all Funding Charges and Discount when due under Section 2.3. If so instructed by the Credit and Collection Policy. The Purchaser hereby appoints the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership and other rights in after the Transferred Receivables, the Related Security and the Collections with respect thereto. In performing its duties as Collection Agentoccurrence of a Termination Event, the Collection Agent shall exercise transfer to the same care Agent the amount of Collections to which the Agent and apply the same policies as it would exercise Purchasers are entitled by the second Business Day following receipt. Each party hereto hereby appoints the Collection Agent to enforce such Person’s rights and apply if it owned the Transferred Receivables and shall act interests in the best interests Receivables, but (notwithstanding any other provision in any Transaction Document) the Agent shall at all times after the occurrence of a Termination Event have the Purchaser and its assigneessole right to direct the Collection Agent to commence or settle any legal action to enforce collection of any Receivable.
(b) On If no Termination Event has occurred and is continuing and the 15th day of each month (or, if Collection Agent determines that such day action is not a Business Day, on appropriate in order to maximize the next succeeding Business Day)Collections, the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Transferred Receivable. Any such extension or adjustment will not alter the status of a Receivable as IR Company deems appropriate a Defaulted Receivable or Delinquent Receivable or limit any rights of the Agent or the Purchasers hereunder. If a Termination Event has occurred and is continuing, the Collection Agent may make material extensions or adjustments to maximize such Receivables only with the prior consent of the Instructing Group or as required by law.
(c) The Collection Agent shall transfer (i) to the Seller any percentage of Collections thereofin excess of the Sold Interest, less all reasonable costs and expenses of the Collection Agent or otherwise amend its agent for servicing, collecting and administering the Receivables and (ii) to each Originator, subject to Section 1.5(d), the collections and records for any indebtedness owed to each Originator that is not a Receivable. The Collection Agent shall have no obligation to remit any such funds or modify records to the Seller or either Originator, as applicable, until the Collection Agent receives evidence (satisfactory to the Agent) that the Seller or either Originator, as applicable is entitled to such items. The Collection Agent has no obligations concerning indebtedness that is not a Receivable other terms of any Transferred Receivablethan to deliver the collections and records for such indebtedness to the Seller when required by this Section 3.2(c).
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold take all actions necessary to maintain the perfection and priority of the security interest of the Agent in trust for the Seller and the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(e) The Collection Agent shall as soon as practicable following receipt turn over take all actions necessary to ensure that no Collections are applied for any purpose on dates other than Settlement Dates hereunder unless after taking into account such application the Seller any cash collections or other cash proceeds received with respect to Net Receivables not constituting Transferred Receivables, less, in Balance exceeds the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses sum of the Collection Agent of servicing, collecting and administering Aggregate Investment plus the Receivables to the extent not covered by the Collection Agent Fee received by itAggregate Reserve on such dates.
(f) The Collection Agent also shall perform the other obligations of the “Collection Agent” set forth in this Agreement with respect to the Transferred Receivables.
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection PolicyPolicy with respect to such Receivables. The Purchaser Each of the Borrower, each Lender and the Administrative Agent, hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.01 hereof, as agent to enforce its ownership respective rights and other rights interests in and under the Collateral. To the extent permitted by applicable law, each of the Borrower and the Contributor (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take in the Transferred ReceivablesBorrower’s and/or the Contributor’s name and on behalf of the Borrower or the Contributor any and all steps necessary or desirable, in the Related Security and the Collections with respect thereto. In performing its duties as Collection Agent, reasonable determination of the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of the Purchaser and its assignees.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the Collection Agent shall prepare and forward subject to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection PolicyPolicies, extend to collect all amounts due under any and all Receivables, including, without limitation, endorsing the maturity or adjust Borrower’s and/or the Outstanding Balance Contributor’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall segregate and deposit to the appropriate account each Lender’s allocable share of any Transferred Receivable as IR Company deems appropriate Collections of Receivables when required pursuant to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable.
(d) Article II hereof. The Seller Borrower shall deliver to the Collection Agent, Agent and the Collection Agent shall hold in trust for the Seller Borrower, each Lender and the Purchaser Administrative Agent, in accordance with their respective interests, all documentsRecords which evidence or relate to the Collateral. Notwithstanding anything to the contrary contained herein, instruments the Administrative Agent (at the direction of the Required Lenders) shall have the absolute and unlimited right to direct the Collection Agent (whether the Collection Agent is the Contributor or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent, the Funding Agents or any Lender a party to any litigation without the prior written consent of such Person.
(b) If the Collection Agent is not the Borrower, the Contributor or an Affiliate of the Borrower or the Contributor, the Collection Agent, by giving three (3) Business Days’ prior written notice to the Administrative Agent, may revise the Servicing Fee; provided that such revised Servicing Fee shall be a reasonable fee agreed upon by the Collection Agent and the Administrative Agent (in consultation with the Funding Agents) reflecting rates and terms prevailing at such time as would be negotiated on an arm’s-length basis. The Collection Agent, if other than the Borrower or the Contributor or an Affiliate of the Borrower or the Contributor, shall as soon as practicable upon demand, deliver to the Contributor all Records in its possession which evidence or relate to indebtedness of an Obligor which is not a Receivable.
(c) On or before one hundred twenty (120) days after the end of each fiscal year of the Collection Agent, beginning with the fiscal year ending in the year in which the Closing Date occurs, the Collection Agent shall cause a firm of independent public accountants acceptable to the Administrative Agent at the expense of the Borrower (who may also render other services to the Collection Agent, the Borrower, the Contributor or any Affiliates of any of the foregoing) to furnish a report to the Administrative Agent and the Borrower to the effect that they have (i) selected at least one Settlement Statement for each fiscal quarter delivered during the fiscal year then ended and verified that the amounts presented on such Settlement Statement relating to sales, total dilution, net sales, collections, write-offs and aging of Receivables agreed with the information contained within the Collection Agent’s underlying accounting records for such Settlement Period, (ii) recalculated the Net Receivables Balance as of the end of at least one Settlement Period of each fiscal quarter, (iii) verified that the Receivables treated by the Collection Agent as Eligible Receivables in fact satisfied the requirements of clauses (iii), (iv) and (viii) of the definition of such term contained herein, (iv) selected at least one Settlement Statement for each fiscal quarter and a sample of twenty-five (25) Receivables and verified that the Collection Agent’s records and computer system used in servicing the Receivables contained correct information with regard to outstanding balances, and (v) selected at least one Settlement Statement for each fiscal quarter and selected a sample of twenty-five (25) Receivables (which can be the same twenty-five (25) Receivables selected in clause (iv) above) and verified that such Receivables were included in the proper aging category on such Settlement Statement based on the dates listed on the original Contracts for such Receivables, except, in each case for (a) such exceptions as such firm shall believe to be immaterial (which exceptions need not be enumerated) and (b) such other exceptions as shall be set forth in such statement.
(d) The Collection Agent shall furnish to the Administrative Agent from time to time such information with respect to the Receivables as the Administrative Agent may reasonably request, including, without limitation, computer tapes listings identifying the Obligor and the Outstanding Balance for each Receivable, together with an aging of Receivables. The Collection Agent will at any time and from time to time during regular business hours and upon reasonable notice permit the Administrative Agent or disksits agents or representatives, (i) to examine and make copies of and abstracts from all Records and (ii) to visit the offices and properties of the Collection Agent for the purpose of examining such Records, and to discuss matters relating to Receivables or the Collection Agent’s performance hereunder and under the other Transaction Documents to which evidence the Collection Agent is a party with any of the officers, directors, employees or relate to Transferred Receivablesindependent public accountants of the Borrower having knowledge of such matters.
(e) The Collection Agent shall as soon as practicable following receipt turn over Notwithstanding anything to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivablescontrary contained in this Article VI, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses if not the Borrower, the Contributor or any Affiliate of the Collection Agent of servicingBorrower or the Contributor, collecting and administering the Receivables shall have no obligation to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform the collect, enforce or take any other obligations of the “Collection Agent” set forth action described in this Agreement Article VI with respect to any indebtedness that is not included in the Transferred ReceivablesCollateral other than to deliver to the Borrower the collections and documents with respect to any such indebtedness as described in Section 6.02(b) hereof.
Appears in 1 contract
Duties of Collection Agent. (ai) The Collection Agent shall take or cause to be taken all such reasonable actions as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Transferor, the Administrative Agent, the Funding Agents and the Transferees hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.1 hereof, as agent to enforce its ownership respective rights and other rights interests in and under the Transferred ReceivablesReceivables and Related Security, the Related Security Collections and the Collections Proceeds with respect thereto. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests event of the Purchaser and its assignees.
(b) On the 15th day a re-issuance or correction of each month (or, if such day is not an invoice or other document evidencing a Business Day, on the next succeeding Business Day), the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, Receivable in accordance with the Credit and Collection Policy, extend the maturity Collection Agent may issue a new invoice or adjust other document to evidence such Receivable under a new number and, in each such case, (x) notwithstanding any credit memo or new invoice number in respect thereof, the Receivable evidenced by such invoice or other document shall constitute the same Receivable and not a new Receivable and (y) the portion of the Outstanding Balance of any Transferred such Receivable as IR Company deems appropriate which is subject to maximize Collections thereof, reduction or otherwise amend cancellation in connection with the re-issuance of such invoice or modify other terms of any Transferred document shall constitute a Diluted Receivable.
(dii) The Seller shall deliver To the extent permitted by applicable law, the Transferor hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take in the Transferor’s name and on behalf of the Transferor any and all steps necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance with their respective interestsall Receivables, all documents, instruments and records (including, without limitation, computer tapes endorsing the Transferor’s and/or the related Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor and the Transferees their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to the Administrative Agent’s account the Transferees’ allocable share of Collections of Receivables when required pursuant to Article II hereof. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrative Agent shall have the absolute and unlimited right to direct the Collection Agent (whether the Collection Agent is the Originator or disksany other Person) which evidence to commence or relate settle any legal action to Transferred Receivablesenforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent, the Funding Agents or the Transferees a party to any litigation relating to a Receivable without the prior written consent of such Person. The Collection Agent shall not be liable to the Administrative Agent, the Funding Agents or the Transferees for any action or inaction that was directed by the Administrative Agent or the Funding Agents; provided that the foregoing shall not apply to any failure of the Collection Agent to follow the directions of the Administrative Agent or in the case of the gross negligence, bad faith or willful misconduct of the Collection Agent.
(eb) The Collection Agent shall shall, as soon as practicable following receipt turn over thereof, pay to the Seller Person entitled thereto any cash collections or other cash proceeds received with respect to Receivables by it in its capacity as Collection Agent hereunder that do not constituting Transferred Receivables, less, in constitute “Collections” hereunder. If the event the Seller Collection Agent is not the Transferor, the Originator or an Affiliate of the Transferor or the Originator, the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables by giving three (3) Business Days’ prior written notice to the extent not covered Administrative Agent, may revise the Servicing Fee, provided that such revised Servicing Fee shall be a reasonable fee agreed upon by the Collection Agent Fee received by itand the Administrative Agent (acting at the direction of the Required APA Banks) on an arms-length basis reflecting rates and terms prevailing at such time. The Collection Agent, if other than the Transferor or the Originator or an Affiliate of the Transferor or the Originator, shall as soon as practicable upon demand, deliver to the Originator all Records in its possession which evidence or relate to indebtedness of an Obligor which is not a Receivable.
(fc) The On or before ninety (90) days after the end of each fiscal year of the Collection Agent, beginning with the fiscal year ending December 31, 2010, the Collection Agent also shall perform cause a firm of independent public accountants acceptable to the other obligations Administrative Agent (acting at the direction of the “Required APA Banks) at the expense of the Transferor (who may also render other services to the Collection Agent, the Transferor, the Originator or any Affiliates of any of the foregoing) to furnish a report to the Administrative Agent and the Funding Agents to the effect that they have (i) selected at least one Monthly Report (and, if applicable, at least one Weekly Report) for each fiscal quarter delivered during the fiscal year then ended and verified that the amounts presented on such report relating to sales, total dilution, net sales, collections, write-offs and aging of Receivables agreed with the information contained within the Collection Agent’s underlying accounting records for the related settlement period, (ii) recalculated the Net Receivables Balance as of the end of at least one Monthly Settlement Period of each fiscal quarter (and, if applicable, in connection with at least one Weekly Report during each calendar month), (iii) selected at least one Monthly Report for each fiscal quarter and selected a sample of fifteen (15) Receivables from each such Monthly Report and verified that the Receivables treated by the Collection Agent as Eligible Receivables in fact satisfied at the time of such treatment the requirements of clauses (ii), (iii) and (vi) of the definition of such term contained herein, (iv) selected at least one Monthly Report (and, if applicable, Weekly Report) for each fiscal quarter and conducted a “negative confirmation” of a sample of a total of fifty (50) Receivables selected from all such reports and verified that the Collection Agent’s records and computer system used in servicing the Receivables contained correct information with regard to outstanding balances, and (v) selected at least one Monthly Report (and, if applicable, Weekly Report) for each fiscal quarter and selected a sample of a total of fifty (50) Receivables from all such reports (which can be the same fifty (50) Receivables selected in clause (iv) above) and verified that such Receivables were included in the proper aging category on such Monthly Report or Weekly Report, as applicable, based on the dates listed on the original Contracts for such Receivables, except, in each case for (a) such exceptions as such firm shall believe to be immaterial (which exceptions need not be enumerated) (for purposes of this clause (a), an exception shall be deemed to be immaterial if, with respect to any Monthly Report or Weekly Report, as applicable, such exception relates to an amount less than $50,000) and (b) such other exceptions as shall be set forth in such statement.
(d) Notwithstanding anything to the contrary contained in this Agreement Article VI, the Collection Agent, if not the Transferor, the Originator or any Affiliate of the Transferor or the Originator, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any indebtedness that is not included in the Transferred ReceivablesInterest other than to deliver to the Transferor the collections and documents with respect to any such indebtedness as described in Section 6.2(b) hereof.
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent shall Agent:
(1) will take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Receivable from time to timePurchased Receivable, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection PolicyPolicy and the instructions of the Operating Agent. The Purchaser Seller and the Buyer hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.01, Agent as its agent to enforce its ownership respective rights and other rights interests in and under the Transferred Purchased Receivables, the Related Security and the Contracts;
(2) will deposit in the Agent Account for the account of the Buyer all Collections of Purchased Receivables in accordance with this Agreement and the Agent Account Bank Mandate and may, unless and until instructed otherwise by the Operating Agent following the occurrence of an Early Amortisation Event or a Agent Account Event, deposit in the Agent Account monies other than Collections.
(3) confirm that the Agent Account Bank will make available to the Collection Agent information showing amounts received on each Local Business Day and standing to the credit of the Agent Account as at the close of business on that day;
(4) upon receipt of the information referred to in (3) above the Collection Agent shall, on behalf of the Buyer and the Seller, make all such determinations and calculations as are necessary in order to determine, in respect thereto. In performing its duties as Collection Agentof amounts standing to the credit of the Agent Account on each Local Business Day, the Buyer Entitlement and the Seller Entitlement respectively, and shall direct the Agent Account Bank, prior to 12:00 noon on each Local Business Day, to transfer to the Seller Non-Transaction Account the Seller Entitlement;
(5) other than the transfers referred to in paragraph (4) above the Collection Agent shall exercise not, without the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests prior written consent of the Purchaser Operating Agent, withdraw funds from the Agent Account or direct the Agent Account Bank to make any transfers from the Agent Account, except for withdrawals or transfers of cleared funds standing to the credit of the Agent Account which represent the Seller Entitlement and its assignees.provided that any such withdrawal or transfer would not cause the Agent Account to become overdrawn;
(b6) On may not extend, amend, modify or waive the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company deems appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Purchased Receivable or amend, modify or waive any term or condition of any Contract related thereto, where such extension, amendment, modification or waiver would prejudicially affect such Purchased Receivable.
(d) , unless the Operating Agent shall have otherwise consented in writing. The Seller shall deliver to the Collection Agent, and Agent (if other than the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance with their respective interests, Seller) all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.the Purchased Receivables which the Operating Agent may reasonably request;
(e7) The Collection Agent shall if other than the Seller, will provide to the Seller all such information as the Seller may require for purposes of the Summary Report and will as soon as practicable following receipt turn over pay to or to the order of the Seller the Collections of any Receivable which is not a Purchased Receivable;
(8) if other than the Seller, will as soon as practicable upon demand make available or (if so demanded) deliver to the Seller any cash collections all documents, instruments and records in its possession which evidence or other cash proceeds received with respect relate to Receivables not constituting Transferred of the Seller other than Purchased Receivables, lessand copies of documents, instruments and records in its possession which evidence or relate to Purchased Receivables which the event Operating Agent may reasonably request; and
(9) if the Seller is not the Collection AgentOperating Agent or its designee, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables notwithstanding anything to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also contrary contained in this Agreement, shall perform the have no obligation to collect, enforce or take any other obligations of the “Collection Agent” set forth action described in this Agreement with respect to any Receivable that is not a Purchased Receivable other than to turn over, make available or deliver to the Transferred ReceivablesSeller the Collections and documents with respect to any such Receivable as described in (4) and (5) above.
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent -------------------------- shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership respective rights and other rights interests in and under the Transferred Pool Receivables, the Related Security and the Contracts. The Collection Agent shall set aside and hold in trust for the account of the Purchaser the Collections with respect theretoof Pool Receivables but shall not be required (unless otherwise requested by the Purchaser) to segregate the funds constituting such portion of such Collections prior to the remittance thereof. In performing its duties as Nevertheless, Collections of Pool Receivables shall be deposited in deposit accounts controlled by the Collection AgentAgent and not by the Seller (although such accounts may be maintained in the name of the Seller) and, if instructed by the Purchaser, the Collection Agent shall exercise the same care segregate and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of deposit with a bank designated by the Purchaser and its assignees.
(b) On the 15th day Collections of each month (or, if such day is not a Business DayPool Receivables, on the next succeeding first Business Day), Day following receipt by the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If such Collections. Provided no Event of Termination or Incipient Event of Termination Purchase Ineligibility shall have occurred and be continuing, IR CompanyServices, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Defaulted Receivable as IR Company deems Services may determine to be appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable.
(d) . The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance with their respective interestsPurchaser, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Pool Receivables.
(eb) The Collection Agent shall as soon as practicable following receipt turn over to the Seller the Collections of any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller Receivable which is not the a Pool Receivable. The Collection Agent, if other than Services, shall as soon as practicable upon demand deliver to the Seller all reasonable documents, instruments and appropriate out-of-pocket costs and expenses records in its possession which evidence or relate to Receivables of the Collection Agent Seller other than Pool Receivables, and copies of servicingdocuments, collecting instruments and administering the Receivables records in its possession which evidence or relate to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform the other obligations of the “Collection Agent” set forth in this Agreement with respect to the Transferred Pool Receivables.
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such reasonable actions as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Transferor, the Administrative Agent, the Funding Agents and the Transferees hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.1 hereof, as agent to enforce its ownership respective rights and other rights interests in and under the Transferred ReceivablesReceivables and Related Security, the Related Security Collections and the Collections Proceeds with respect thereto. In performing its duties as To the extent permitted by applicable law, the Transferor hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take in the Transferor’s name and on behalf of the Transferor any and all steps necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or the related Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor and the Transferees their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to the Administrative Agent’s account the Transferees’ allocable share of Collections of Receivables when required pursuant to Article II hereof. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrative Agent shall have the absolute and unlimited right to direct the Collection Agent (whether the Collection Agent is the Originator or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall exercise not make the same care and Administrative Agent, the Funding Agents or the Transferees a party to any litigation relating to a Receivable without the prior written consent of such Person. The Collection Agent shall not be liable to the Administrative Agent, the Funding Agents or the Transferees for any action or inaction that was directed by the Administrative Agent or the Funding Agents; provided that the foregoing shall not apply to any failure of the same policies as it would exercise and apply if it owned Collection Agent to follow the Transferred Receivables and shall act directions of the Administrative Agent or in the best interests case of the Purchaser and its assigneesgross negligence, bad faith or willful misconduct of the Collection Agent.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company deems appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(e) The Collection Agent shall shall, as soon as practicable following receipt turn over thereof, pay to the Seller Person entitled thereto any cash collections or other cash proceeds received with respect to Receivables by it in its capacity as Collection Agent hereunder that do not constituting Transferred Receivables, less, in constitute “Collections” hereunder. If the event the Seller Collection Agent is not the Transferor, the Originator or an Affiliate of the Transferor or the Originator, the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables by giving three (3) Business Days’ prior written notice to the extent not covered Administrative Agent, may revise the Servicing Fee, provided that such revised Servicing Fee shall be a reasonable fee agreed upon by the Collection Agent Fee received by itand the Administrative Agent (acting at the direction of the Required APA Banks) on an arms-length basis reflecting rates and terms prevailing at such time. The Collection Agent, if other than the Transferor or the Originator or an Affiliate of the Transferor or the Originator, shall as soon as practicable upon demand, deliver to the Originator all Records in its possession which evidence or relate to indebtedness of an Obligor which is not a Receivable.
(fc) The On or before ninety (90) days after the end of each fiscal year of the Collection Agent, beginning with the fiscal year ending December 31, 2007, the Collection Agent also shall perform cause a firm of independent public accountants acceptable to the other obligations Administrative Agent (acting at the direction of the “Required APA Banks) at the expense of the Transferor (who may also render other services to the Collection Agent, the Transferor, the Originator or any Affiliates of any of the foregoing) to furnish a report to the Administrative Agent and the Funding Agents to the effect that they have (i) selected at least one Monthly Report (and, if applicable, at least one Weekly Report) for each fiscal quarter delivered during the fiscal year then ended and verified that the amounts presented on such report relating to sales, total dilution, net sales, collections, write-offs and aging of Receivables agreed with the information contained within the Collection Agent’s underlying accounting records for the related settlement period, (ii) recalculated the Net Receivables Balance as of the end of at least one Monthly Settlement Period of each fiscal quarter (and, if applicable, in connection with at least one Weekly Report during each calendar month), (iii) selected at least one Monthly Report for each fiscal quarter and selected a sample of fifteen (15) Receivables from each such Monthly Report and verified that the Receivables treated by the Collection Agent as Eligible Receivables in fact satisfied at the time of such treatment the requirements of clauses (ii), (iii) and (vii) of the definition of such term contained herein, (iv) selected at least one Monthly Report (and, if applicable, Weekly Report) for each fiscal quarter and conducted a “negative confirmation” of a sample of a total of fifty (50) Receivables selected from all such reports and verified that the Collection Agent’s records and computer system used in servicing the Receivables contained correct information with regard to outstanding balances, and (v) selected at least one Monthly Report (and, if applicable, Weekly Report) for each fiscal quarter and selected a sample of a total of fifty (50) Receivables from all such reports (which can be the same fifty (50) Receivables selected in clause (iv) above) and verified that such Receivables were included in the proper aging category on such Monthly Report or Weekly Report, as applicable, based on the dates listed on the original Contracts for such Receivables, except, in each case for (a) such exceptions as such firm shall believe to be immaterial (which exceptions need not be enumerated) (for purposes of this clause (a), an exception shall be deemed to be immaterial if, with respect to any Monthly Report or Weekly Report, as applicable, such exception relates to an amount less than $50,000) and (b) such other exceptions as shall be set forth in such statement.
(d) Notwithstanding anything to the contrary contained in this Agreement Article VI, the Collection Agent, if not the Transferor, the Originator or any Affiliate of the Transferor or the Originator, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any indebtedness that is not included in the Transferred ReceivablesInterest other than to deliver to the Transferor the collections and documents with respect to any such indebtedness as described in Section 6.2(b) hereof.
Appears in 1 contract
Samples: Receivables Transfer Agreement (Nalco Finance Holdings LLC)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Each of the Seller, each Secondary Purchaser and the Administrative Agent hereby appoints the Collection Agent, from time to time designated pursuant to Section 6.016.01 hereof, as agent for itself and for the owners of Receivable Interests to enforce its ownership their respective rights and other rights interests in the Transferred Pool Receivables, the Related Security and the related Contracts.
(b) The Collection Agent shall administer the Collections in accordance with respect theretothe procedures described herein and in Section 2.04. In performing its duties as The Collection AgentAgent shall set aside and hold in trust for the account of the Seller and each Secondary Purchaser, their respective shares of the Collections of Pool Receivables in accordance with Section 2.04 but shall not be required, except either upon the request of the Administrative Agent acting at the direction of the Required Secondary Purchasers or upon the occurrence and during the continuance of an Event of Termination or a Potential Termination Event or on each day on which the Seller is required to deliver a Daily Activity Report pursuant to Section 5.01(j)(ix), to segregate the funds constituting each Secondary Purchaser’s share of such Collections from the general funds of the Collection Agent or the Seller prior to the remittance thereof in accordance with Section 2.04. If the Collection Agent shall be required to segregate Collections pursuant to the proceeding sentence, the Collection Agent shall exercise segregate and deposit to the same care and apply Agent’s Account such allocable share of Collections of Pool Receivables set aside for the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of the Purchaser and its assignees.
(b) On the 15th day of each month (or, if such day is not a Business Day, Secondary Purchasers on the next succeeding first Business Day), Day following receipt by the Collection Agent shall prepare and forward of such Collections. Any Collections deposited to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding monthAgent’s Account shall be applied in accordance with Section 2.04(e).
(c) If no Event of Termination or Incipient Potential Termination Event of Termination shall have occurred and be continuingoccurred, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company the Collection Agent deems appropriate to maximize Collections in respect thereof; provided, that the extension or otherwise amend adjustment by the Collection Agent of a Receivable which is a Defaulted Receivable or modify other terms a Delinquent Receivable shall not change the status of any Transferred Receivablesuch Receivable for purposes of this Agreement.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser Secondary Purchasers, in accordance with their respective interests, all documentsRecords that evidence or relate to Pool Receivables and shall, instruments and records (includingas soon as practicable upon demand of the Administrative Agent acting at the direction of the Required Secondary Purchasers, without limitation, computer tapes deliver or disks) make available to the Administrative Agent all Records in its possession which evidence or relate to Transferred Pool Receivables.
(e) The Collection Agent Agent, shall as soon as practicable following receipt thereof, turn over to the Seller any cash collections or other cash proceeds received with respect to (i) that portion of Collections of Pool Receivables not constituting Transferred Receivablesrepresenting the Seller’s undivided fractional ownership interest therein, less, in the event the Seller is not the Collection Agent, less all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, administering and collecting and administering the Pool Receivables to the extent not covered by the Collection Agent Fee received by it, and (ii) any cash collections or other cash proceeds received with respect to Receivables not constituting Pool Receivables.
(f) The Collection Agent also shall perform shall, from time to time at the other obligations request of a Secondary Purchaser, furnish to such Secondary Purchaser (promptly after any such request) a calculation of the “amounts set aside for such Secondary Purchaser pursuant to Section 2.04 hereof.
(g) On or prior to each Investor Report Date, the Collection Agent” set forth Agent shall prepare and forward to each Secondary Purchaser and the Administrative Agent (i) an Investor Report relating to each Receivable Interest outstanding on the immediately preceding Settlement Date, and (ii) if requested by a Secondary Purchaser, a listing by Obligor of all Pool Receivables outstanding on such Settlement Date, together with an analysis of the aging of such Pool Receivables by Obligor and such additional information as may be reasonably requested by such Secondary Purchaser. So long as no Event of Termination then exists, the Collection Agent will use its best efforts to provide the Secondary Purchasers and the Administrative Agent with the information in this Agreement clauses (i) and (ii) above on a more frequent basis if requested by any of the Secondary Purchasers. Following an Event of Termination and during the continuation thereof, the Collection Agent will provide the Secondary Purchasers and the Administrative Agent with the information in clauses (i) and (ii) above on a more frequent basis if required by the Required Secondary Purchasers.
(h) The Collection Agent will, to the extent permitted by applicable law and with respect to any amount not paid by the Transferred ReceivablesCollection Agent when required to be paid hereunder, pay on demand interest to each Secondary Purchaser at a rate per annum equal to 2% above the Base Rate, provided, however, that such interest rate will not at any time exceed the maximum rate permitted by applicable law.
(i) The Collection Agent’s authorization under this Agreement will terminate after the Facility Termination Date, upon payment in full of all amounts payable to the Secondary Purchasers and the Collection Agent under this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Georgia Pacific Corp)
Duties of Collection Agent. (a) The Collection Agent shall take take, or cause to be taken taken, all such actions as may be action necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with this Agreement, the Credit and Collection Policy and all applicable laws, rules and regulationsregulations using the skill and attention the Collection Agent exercises in collecting other receivables or obligations owed solely to it. The Collection Agent shall, with reasonable care and diligence, and in accordance with the Credit herewith, separately account for (and Collection Policythereby be deemed to set aside) all Collections to which a Purchaser is entitled. The Purchaser Each party hereto hereby appoints the Collection Agent, from time to time designated pursuant to Section 6.01, as agent Agent to enforce its ownership such Person’s rights and other rights interests in the Transferred Receivables, but (notwithstanding any other provision in any Transaction Document) the Related Security and Administrative Agent shall at all times after the Collections with respect thereto. In performing its duties as occurrence of a Collection Agent, Agent Replacement Event have the sole right to direct the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests to commence or settle any legal action to enforce collection of the Purchaser and its assigneesany Receivable.
(b) On If no Termination Event exists and the 15th day of each month (or, if Collection Agent determines that such day action is not a Business Day, on appropriate in order to maximize the next succeeding Business Day)Collections, the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable (but no such extension shall be for a period more than 30 days) or adjust the Outstanding Balance outstanding balance of any Transferred Receivable. Any such extension or adjustment shall not alter the status of a Receivable as IR Company deems appropriate a Defaulted Receivable or Delinquent Receivable or limit any rights of the Administrative Agent, the Co-Collateral Agents or the Purchasers hereunder. If a Termination Event exists, the Collection Agent may make such extensions or adjustments only with the prior consent of the Instructing Group.
(c) The Collection Agent shall turn over to maximize Collections thereofthe Seller, subject to Section 1.5(d), the collections and records for any indebtedness owed to the Seller that is not a Receivable. The Collection Agent shall have no obligation to remit any such funds or otherwise amend or modify records to the Seller until the Collection Agent receives evidence (satisfactory to the Administrative Agent) that the Seller is entitled to such items. The Collection Agent has no obligations concerning indebtedness that is not a Receivable other terms of any Transferred Receivablethan to deliver the collections and records for such indebtedness to the Seller when required by this Section 3.2(c).
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust take all actions necessary to maintain the perfection and priority of the security interest of the Administrative Agent (for the Seller benefit of itself, the Co-Collateral Agents and each Purchaser) in the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(e) The Collection Agent shall as soon as practicable following receipt turn over to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller is not the Collection Agent, all reasonable Related Security and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by itCollections.
(f) The Collection Agent also shall perform the other obligations of the “Collection Agent” set forth in this Agreement with respect to the Transferred Receivables.
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy.
(b) The Collection Agent shall administer the Collections in accordance with the procedures described herein and in Article I. The Collection Agent shall set aside and hold in trust for the account of the Seller, the Agent, the Managing Agents and the Purchasers their respective shares of the Collections of Receivables in accordance with Section 1.7. The Purchaser hereby appoints Collection Agent shall upon the Collection request of the Agent, with the consent, or at the direction of the Managing Agents, after the occurrence of a Liquidation Day, segregate, in a manner acceptable to the Agent and the Managing Agents, all cash, checks and other instruments received by it from time to time designated constituting Collections from the general funds of the Collection Agent or the Seller prior to the remittance thereof in accordance with Section 1.7. If the Collection Agent shall be required to segregate Collections pursuant to Section 6.01, as agent to enforce its ownership and other rights in the Transferred Receivables, the Related Security and the Collections with respect thereto. In performing its duties as Collection Agentpreceding sentence, the Collection Agent shall exercise segregate and deposit with a bank designated by the same care and apply Agent such allocable share of Collections of Receivables set aside for the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of the Purchaser and its assignees.
(b) On the 15th day of each month (or, if such day is not a Business Day, Purchasers on the next succeeding first Business Day), Day following receipt by the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding monthsuch Collections, duly endorsed or with duly executed instruments of transfer.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the The Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable, adjust the Outstanding Balance of any Receivable as a result of Dilutions, or adjust the Outstanding Balance of any Transferred Defaulted Receivable as IR Company deems the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or otherwise amend adjustment shall not alter the status of such Receivable as a Delinquent Receivable or modify other terms Defaulted Receivable or limit the rights of the Agent, the Managing Agents or the Purchasers under this Agreement. Notwithstanding anything to the contrary contained herein, the Agent, with the consent or at the direction of the Managing Agents, shall have the absolute and unlimited right to direct the Collection Agent to commence or settle any Transferred Receivablelegal action with respect to any Receivable or to foreclose upon or repossess any Related Security.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser Purchasers, in accordance with their respective interestsReceivable Interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which Records that evidence or relate to Transferred the Receivables.
(e) , the related Contracts and Related Security or that are otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable upon demand of the Agent, with consent or at the direction of the Managing Agents, deliver or make available to the Agent all such Records, at a place selected by the Agent. The Collection Agent shall shall, as soon as practicable following receipt thereof, turn over to the Seller any cash collections or other cash proceeds received with respect to (i) that portion of Collections of Receivables not constituting Transferred Receivablesrepresenting the Seller's undivided fractional ownership interest therein, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, administering and collecting the Receivables, and administering (ii) any cash collections or other cash proceeds received with respect to Indebtedness not constituting Receivables. The Collection Agent shall, from time to time at the Receivables request of any Purchaser, furnish to the Purchasers (promptly after any such request) a calculation of the amounts set aside for the Purchasers pursuant to Section 1.7.
(e) Any payment by an Obligor in respect of any indebtedness owed by it to the Seller or the Originator shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Agent, with the consent or at the direction of the Managing Agents, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent not covered by the Collection Agent Fee received by itof any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.
(f) The Collection Agent also shall perform the other obligations of the “Collection Agent” set forth in this Agreement with respect to the Transferred Receivables.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Bon Ton Stores Inc)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Transferor, the Purchasers and the Administrative Agent, hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.01 hereof, as agent to enforce its ownership respective rights and other rights interests in and under the Transferred ReceivablesReceivables and Related Security, the Related Security Collections and the Collections Proceeds with respect thereto. In performing its duties as Collection AgentTo the extent permitted by applicable law, the Transferor hereby grants to any Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act appointed hereunder an irrevocable power of attorney to take in the best interests Transferor’s name and on behalf of the Purchaser Transferor any and its assignees.
(b) On all steps necessary or desirable, in the 15th day reasonable determination of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, mayto collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor and the Purchasers their respective allocable shares of the Collections of Receivables in accordance with the Credit Sections 2.05 and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company deems appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable.
(d) 2.06 hereof. The Seller shall deliver to the Collection Agent, and the Collection Agent shall segregate and deposit to the Administrative Agent’s Account each Purchaser’s allocable share of Collections of Receivables when required pursuant to Article II hereof. The Collection Agent shall, and shall cause the Sellers to, hold in trust for the Seller Transferor, the Purchasers and the Purchaser Administrative Agent, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) Records which evidence or relate to Transferred Receivables, Related Security or Collections. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Collection Agent (whether the Collection Agent is TriMas Corp. or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent or any of the Purchasers a party to any litigation without the prior written consent of such Person.
(eb) The Collection Agent shall shall, as soon as practicable following receipt turn over thereof, segregate any funds deposited in a Lock-Box Account or otherwise commingled and not attributable to a Receivable within one (1) Business Day of receipt thereof and remit such funds to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in appropriate Person. If the event the Seller Collection Agent is not the Transferor, TriMas Corp., any Seller, or an Affiliate of the Transferor or the Sellers, the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables by giving three (3) Business Days’ prior written notice to the extent not covered Administrative Agent, may revise the Servicing Fee; provided that such revised Servicing Fee shall be a reasonable fee agreed upon by the Collection Agent Fee received by itand the Administrative Agent reflecting rates and terms prevailing at such time as would be negotiated on an arm’s-length basis. The Collection Agent, if other than the Transferor, TriMas Corp., any Seller, TriMas Corp. stockholder or an Affiliate of the Transferor or the Sellers, shall as soon as practicable upon demand, deliver to the applicable Seller all Records in its possession which evidence or relate to indebtedness of an Obligor which is not a Receivable.
(fc) The [Intentionally Omitted]:
(d) Notwithstanding anything to the contrary contained in this Article VI, the Collection Agent also shall perform Agent, if not the other obligations Transferor, TriMas Corp., any Seller or any Affiliate of the “Collection Agent” set forth Transferor or the Sellers, shall have no obligation to collect, enforce or take any other action described in this Agreement Article VI with respect to any indebtedness that is not included in the Transferred ReceivablesInterest other than to deliver to the Transferor the collections and documents with respect to any such indebtedness as described in Section 6.02(b) hereof.
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent shall take take, or cause to be taken taken, all such actions as may be action necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with this Agreement, the Credit and Collection Policy and all applicable laws, rules and regulations, with reasonable care regulations using the skill and diligence, and attention the Collection Agent exercises in accordance with the Credit and Collection Policycollecting other receivables or obligations owed solely to it. The Purchaser hereby appoints the Collection AgentAgent may, from time prior to time designated a Termination Event commingle Collections with its other funds until such amounts are required to be paid pursuant to Section 6.01, as agent to enforce its ownership and other rights in 2.3. If so instructed by the Transferred Receivables, the Related Security and the Collections with respect thereto. In performing its duties as Collection appropriate Purchaser Agent, the Collection Agent shall exercise transfer to the same care appropriate Purchaser Agent the amount of Collections to which the appropriate Purchaser Group and apply the same policies as it would exercise Purchasers are entitled by the Business Day following receipt. Each party hereto hereby appoints the Collection Agent to enforce such Person’s rights and apply if it owned the Transferred Receivables and shall act interests in the best interests Receivables, but (notwithstanding any other provision in any Transaction Document) the Agent (at the direction of the Purchaser and its assigneesInstructing Group) shall at all times after the occurrence of a Termination Event have the sole right to direct the Collection Agent to commence or settle any legal action to enforce collection of any Receivable.
(b) On If no Termination Event exists and the 15th day of each month (or, if Collection Agent determines that such day action is not a Business Day, on appropriate in order to maximize the next succeeding Business Day)Collections, the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable (but no such extension shall be for a period more than thirty (30) days) or adjust the Outstanding Balance outstanding balance of any Transferred Receivable. Any such extension or adjustment shall not alter the status of a Receivable as IR Company deems appropriate to maximize Collections thereofa Delinquent Receivable, Defaulted Receivable or otherwise amend limit any rights of the Agent, any Purchaser Agent or modify other terms the Purchasers hereunder. If a Termination Event exists, the Collection Agent may make such extensions or adjustments only with the prior consent of any Transferred Receivablethe Instructing Group.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(ec) The Collection Agent shall as soon as practicable following receipt turn over to the Seller (i) any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivablespercentage of Collections in excess of the Sold Interest, less, in the event the Seller is not the Collection Agent, less all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of for servicing, collecting and administering the Receivables and (ii) subject to Section 1.5(e), the collections and records for any indebtedness owed to the extent Seller that is not covered by a Receivable. The Collection Agent shall have no obligation to remit any such funds or records to the Seller until the Collection Agent Fee received by it.
receives evidence (fsatisfactory to the Agent) that the Seller is entitled to such items. The Collection Agent also shall perform has no obligations concerning indebtedness that is not a Receivable other than to deliver the other obligations of the “Collection Agent” set forth in this Agreement with respect collections and records for such indebtedness to the Transferred ReceivablesSeller when required by this Section 3.2(c). Notwithstanding anything herein to the contrary, the Collection Agent will not permit (1) any funds other than Collections to be deposited into any Lock-Box Account, and (2) the funds of any Affiliate to be deposited into any Lock-Box Account.
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent shall take take, or cause to be taken taken, all such actions as may be reasonable action necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with this Agreement, the Credit and Collection Policy and all applicable laws, rules and regulations, with reasonable care regulations using the skill and diligence, and in accordance with the Credit and Collection Policy. The Purchaser hereby appoints attention the Collection Agent exercises in collecting other receivables or obligations owed solely to it. If so instructed by the Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership upon the occurrence and other rights in during the Transferred Receivables, the Related Security and the Collections with respect thereto. In performing its duties as continuation of a Collection AgentAgent Replacement Event, the Collection Agent shall exercise transfer to the same care Agent the amount of Collections to which the Agent and apply the same policies as it would exercise Purchaser are entitled by the Business Day following receipt. Each party hereto hereby appoints the Collection Agent to enforce such Person's rights and apply if it owned interests in the Transferred Receivables and shall act in the best interests Collection Agent may commence or settle any legal action to enforce collection of any Receivable; provided, however, that upon the Purchaser occurrence and its assigneesduring the continuation of a Collection Agent Replacement Event, such action may only be taken after consultation with the Agent.
(b) On If no Termination Event has occurred and is then continuing and the 15th day of each month (or, if Collection Agent determines that such day action is not a Business Day, on appropriate in order to maximize the next succeeding Business Day)Collections, the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, adjust the outstanding balance or extend the maturity of, any Receivable (but no such extension shall be for a period more than thirty (30) days unless otherwise required by applicable law, rules or adjust regulations; provided, however, that notwithstanding the Outstanding foregoing Receivables constituting not more than 3% of the Eligible Receivables Balance (excluding from such calculation Eligible Receivables the maturity of which was extended as required by applicable law, rules or regulations) on any Transferred given date may be extended for a period in excess of thirty (30) days or the outstanding balance of such Receivables may be adjusted. Any such extension or adjustment shall not alter the status of a Receivable as IR Company deems appropriate to maximize Collections thereofa Defaulted Receivable or Delinquent Receivable or limit any rights of the Agent or the Purchaser hereunder. If a Collection Agent Replacement Event exists, the Collection Agent may make such extensions or otherwise amend or modify other terms adjustments only with the prior consent of any Transferred Receivablethe Agent.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(ec) The Collection Agent shall as soon as practicable following receipt turn over to the Seller (i) any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivablespercentage of Collections in excess of the Purchase Interest, less, in the event the Seller is not the Collection Agent, less all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of for servicing, collecting and administering the Receivables and (ii) subject to Section 1.5(d), the collections and records for any indebtedness owed to the extent Seller that is not covered by a Receivable. The Collection Agent shall have no obligation to remit any such funds or records to the Seller until the Collection Agent Fee received receives evidence (if requested by itthe Agent and reasonably satisfactory to the Agent) that the Seller is entitled to such items. The Collection Agent has no obligations concerning indebtedness that is not a Receivable other than to deliver the collections and records for such indebtedness to the Seller when required by this Section 3.2(c).
(fd) The Collection Agent also shall perform take all actions necessary to maintain the other obligations perfection and priority of the “Security Interest of the Agent in the Receivables, Related Security, Collections, the Collection Agent” set forth in this Agreement with respect to the Transferred ReceivablesAccounts, and Lock-Boxes.
Appears in 1 contract
Samples: Receivables Sale Agreement (Great Plains Energy Inc)
Duties of Collection Agent. (a) The Collection Agent shall -------------------------- take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Transferor and the Administrative Agent hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.014.01, as agent for themselves and for the Transferees to enforce its ownership their respective rights and other rights interests in the Transferred Receivables, the Related Security and the Collections with respect theretorelated Contracts. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred such Receivables and shall act in the best interests of the Purchaser Transferor and its assigneesthe Transferees.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the The Collection Agent shall prepare and forward to administer the Purchaser a Seller Report relating to Collections in accordance with the Receivables outstanding on the last day of the immediately preceding monthprocedures described in Section 1.03.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company deems appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller Transferor and the Purchaser each Transferee, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(ed) The Collection Agent shall shall, as soon as practicable following receipt receipt, turn over to the Seller Transferor any cash collections or other cash proceeds received with respect to Receivables receivables not constituting Transferred Receivablestransferred to the Administrative Agent and the Transferees pursuant to this Agreement.
(e) The Collection Agent shall, less, in from time to time at the event request of the Seller is not the Collection Administrative Agent, all reasonable and appropriate out-of-pocket costs and expenses furnish to the Administrative Agent (promptly after any such request) a calculation of the Collection amounts set aside for the Administrative Agent of servicing, collecting and administering the Receivables Transferees pursuant to the extent not covered by the Collection Agent Fee received by itSection 1.03.
(f) Prior to the 13th calendar day of each month, the Collection Agent shall prepare and forward to the Administrative Agent a Transferor Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(g) For any Settlement Period, if the Collection Agent determines that any Periodic Payment (or portion thereof) which was due and payable pursuant to a Related Contract during such Settlement Period was not received prior to the end of such Settlement Period, the Collection Agent may make an Servicer Advance in an amount up to the amount of such delinquent Periodic Payment (or portion thereof), to the extent that in its sole discretion it determines that it can recover such amount from subsequent Collections under such Related Contract. Any Servicer Advances shall be treated by the Collection Agent as Collections and made available for distribution on each Settlement Date in accordance with Section 1.03(b). If, following the occurrence of a Trigger Event or a Potential Trigger Event, the Collection Agent shall be required to segregate Collections from its own funds, it shall deposit any Servicer Advances into a segregated account within two (2) Business Days of the date on which the related Periodic Payment (or portion thereof) first became delinquent. The Collection Agent also shall perform be entitled to be reimbursed for Servicer Advances pursuant to Section 1.03(b), subject to the other obligations priority of the “Collection Agent” payments set forth in this Agreement with respect to the Transferred Receivablestherein.
Appears in 1 contract
Duties of Collection Agent. (a) The Subject to the limitations contained herein, the Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Transferor, the Company, the Agent and the Bank Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.1 hereof, as agent to enforce its ownership respective rights and other rights interests in and under the Affected Assets. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) 0104420.05-01S7a 71 hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferred ReceivablesTransferor's and/or the Seller's name and on behalf of the Transferor or the Seller necessary or desirable, in the Related Security and reasonable determination of the Collections with respect thereto. In performing its duties as Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor's and/or the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall exercise set aside for the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests account of the Purchaser Transferor and its assignees.
(b) On the 15th day Company or the Bank Investors their respective allocable shares of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall prepare segregate and forward deposit to the Purchaser a Seller Report relating Agent's account the Company's and the Bank Investors' allocable share of Collections of Receivables when required pursuant to the Receivables outstanding on the last day of the immediately preceding month.
(c) If Article II hereof. So long as no Termination Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond 60 days, and extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company deems the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or otherwise amend adjustment shall not alter the status of such Receivable as a Delinquent Receivable or modify other terms of any Transferred a Defaulted Receivable.
(d) . The Seller Transferor shall deliver to the Collection Agent, Agent and the Collection Agent shall hold in trust for the Seller Transferor, the Company, the Agent and the Purchaser Bank Investors, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) Records which evidence or relate to Transferred ReceivablesReceivables or Related Security. Notwithstanding anything to the contrary contained herein, the Agent shall have the absolute and unlimited right to direct the Transferor, if Tech Data is the Collection Agent, or if Tech Data is not the Collection Agent, the Collection Agent to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Agent, the Company or any of the Bank Investors a party to any litigation without the prior written consent of such Person.
(eb) The Collection Agent shall shall, as soon as practicable following receipt of any Collections, turn over to the Seller Transferor an amount equal to such Collections minus the Percentage Factor of such Collections. 0104420.05-01S7a 72 In addition, the Collection Agent shall, as soon as practicable following receipt thereof, turn over to the Transferor any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller of any indebtedness of any Obligor which is not a Receivable. If the Collection Agent is not Tech Data or the Transferor or any Affiliate of the Transferor or Tech Data, the Collection Agent, all by giving three Business Days' prior written notice to the Agent, may revise the percentage used to calculate the Servicing Fee so long as the revised percentage will not result in a Servicing Fee that exceeds 110% of the reasonable and appropriate out-of-pocket costs and expenses of such Collection Agent incurred in connection with the performance of its obligations hereunder as documented to the reasonable satisfaction of the Agent. The Collection Agent, if other than Tech Data, shall as soon as practicable upon demand, deliver to the Transferor all Records in its possession which evidence or relate to indebtedness of an Obligor which is not a Receivable, and copies of Records in its possession which evidence or relate to Receivables.
(c) On or before 120 days after the end of each fiscal year of the Collection Agent, beginning with the fiscal year ending January 31, 1997, the Collection Agent shall cause a firm of servicingindependent public accountants (who may also render other services to the Collection Agent or the Transferor) to furnish a report to the Agent to the effect that they have (i) confirmed the Net Receivables Balance as of the end of each Tranche Period during such fiscal year, collecting and administering (ii) confirmed that the Receivables to the extent not covered treated by the Collection Agent Fee received by itas Eligible Receivables in fact satisfied the requirements of the definition thereof contained herein, except, in each case for (a) such exceptions as such firm shall believe to be immaterial (which exceptions need not be enumerated) and (b) such other exceptions as shall be set forth in such statement.
(fd) The Notwithstanding anything to the contrary contained in this Article VI, the Collection Agent also shall perform Agent, if not Tech Data, the other obligations Transferor, or any Affiliate of the “Collection Agent” set forth Transferor or Tech Data, shall have no obligation to collect, enforce or take any other action described in this Agreement Article VI with respect to any indebtedness that is not included in the Transferred ReceivablesInterest other than to deliver to the Transferor the collections and documents 0104420.05-01S7a 73 with respect to any such Receivable as described in Section 6.2(b) hereof.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Tech Data Corp)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulationsregulations (including, without limitation, all CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations), with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Transferor, the Agent, the Administrative Agents and the Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.1 hereof, as agent to enforce its ownership respective rights and other rights interests in and under the Affected Assets. To the extent permitted by applicable law, the Transferor hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferred ReceivablesTransferor’s and/or any Originating Entity’s name and on behalf of the Transferor necessary or desirable, in the Related Security and reasonable determination of the Collections with respect thereto. In performing its duties as Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or any Originating Entity’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Transferor represents and warrants that the foregoing power of attorney, in the case of any Originating Entity, has been duly granted to the Transferor under the Receivables Purchase Agreement and the Transferor is authorized under the Receivables Purchase Agreement, to the extent permitted by applicable law, to authorize the Collection Agent shall hereunder to exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of the Purchaser and its assignees.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the power. The Collection Agent shall prepare and forward to set aside for the Purchaser a Seller Report relating to the Receivables outstanding on the last day account of the immediately preceding month.
Transferor and the Agent (cfor the benefit of the Investors) If their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to each Administrative Agent’s account such Administrative Agent’s allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, Agent may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Defaulted Receivable as IR Company deems the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or otherwise amend or modify other terms adjustment shall not alter the status of any Transferred such Receivable as a Defaulted Receivable.
(d) . The Seller Transferor shall deliver to the Collection Agent, Agent and the Collection Agent shall hold in trust for the Seller Transferor, and the Purchaser Agent, on behalf of the Investors, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) Records which evidence or relate to Transferred ReceivablesReceivables or Related Security. Notwithstanding anything to the contrary contained herein, the Agent shall have the absolute and unlimited right to direct the Collection Agent (whether the Collection Agent is NMC or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Agent, any Administrative Agent or any of the Investors a party to any litigation without the prior written consent of such Person.
(eb) The Collection Agent shall shall, as soon as practicable following receipt thereof, turn over to the Seller Transferor any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller of any indebtedness of any Person which is not on account of a Receivable. If the Collection Agent is not NMC or an Affiliate thereof, the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses with the prior written consent of each Administrative Agent, may revise the percentage used to calculate the Servicing Fee to such other percentage as may be approved in writing by each Administrative Agent, provided, however, that, unless otherwise agreed in writing by each Administrative Agent, at any time after the Percentage Factor equals or exceeds 100%, any compensation to the Collection Agent in excess of servicingthe Servicing Fee initially provided for herein shall be an obligation of the Transferor and shall not be payable, collecting and administering in whole or in part, from the Receivables Collections allocated to or for the benefit of any of the Investors hereunder. The Collection Agent, if other than NMC, shall as soon as practicable upon demand, deliver to the extent Transferor all Records in its possession which evidence or relate to indebtedness of an Obligor which is not covered by a Receivable.
(c) On or before September 30 of each calendar year, the Collection Agent Fee received shall cause a firm of independent public accountants (who may also render other services to the Collection Agent, the Transferor, the Seller or any Affiliates of any of the foregoing), or such other Person as may be approved by it.each Administrative Agent (any of the foregoing being an “Auditor”), to furnish a report to each Administrative Agent in accordance with the procedures set forth on Exhibit T.
(fd) The Collection Agent also shall perform Notwithstanding anything to the other obligations of contrary contained in this Article VI, the “Collection Agent” set forth , if not the Transferor or NMC, shall have no obligation to collect, enforce or take any other action described in this Agreement Article VI with respect to any indebtedness that is not included in the Transferred Receivables.Interest other than to deliver to the Transferor the collections and documents with respect to any such indebtedness as described in Section 6.2 (b) hereof. 43
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Duties of Collection Agent. (a) The Collection Agent shall take take, or cause to be taken taken, all such actions as may be action necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with this Agreement, the Credit and Collection Policy and all applicable laws, rules and regulationsregulations using the skill and attention the Collection Agent exercises in collecting other receivables or obligations owed solely to it. The Collection Agent shall, with reasonable care and diligence, and in accordance with herewith, set aside all Collections to which a Purchaser is entitled and pay from such Collections all Funding Charges and Discount when due. If so instructed by the Credit and Collection Policy. The Purchaser hereby appoints the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership and other rights in after the Transferred Receivables, the Related Security and the Collections with respect thereto. In performing its duties as occurrence of a Collection AgentAgent Replacement Event, the Collection Agent shall exercise transfer to the same care Agent the amount of Collections to which the Agent and apply the same policies as it would exercise Purchasers are entitled by the Business Day following receipt. Each party hereto hereby appoints the Collection Agent to enforce such Person’s rights and apply if it owned the Transferred Receivables and shall act interests in the best interests Receivables, but (notwithstanding any other provision in any Transaction Document) the Agent shall at all times after the occurrence of a Collection Agent Replacement Event have the Purchaser and its assigneessole right to direct the Collection Agent to commence or settle any legal action to enforce collection of any Receivable.
(b) On If no Termination Event exists and the 15th day of each month (or, if Collection Agent determines that such day action is not a Business Day, on appropriate in order to maximize the next succeeding Business Day)Collections, the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Transferred Receivable. Any such extension or adjustment will not alter the status of a Receivable as IR Company deems appropriate to maximize Collections thereofa Defaulted Receivable or Delinquent Receivable or limit any rights of the Agent or the Purchasers hereunder. If a Termination Event exists, the Collection Agent may make such extensions or otherwise amend or modify other terms adjustments only with the prior consent of any Transferred Receivablethe Instructing Group.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(ec) The Collection Agent shall as soon as practicable following receipt turn over to the Seller (i) any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivablespercentage of Collections in excess of the Sold Interest, less, in the event the Seller is not the Collection Agent, less all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of for servicing, collecting and administering the Receivables and (ii) subject to Section 1.5(d), the collections and records for any indebtedness owed to the extent Seller that is not covered by a Receivable. The Collection Agent shall have no obligation to remit any such funds or records to the Seller until the Collection Agent Fee received receives evidence (satisfactory to the Agent) that the Seller is entitled to such items. The Collection Agent has no obligations concerning indebtedness that is not a Receivable other than to deliver the collections and records for such indebtedness to the Seller when required by itthis Section 3.2(c).
(fd) The Collection Agent also shall perform take all actions necessary to maintain the other obligations perfection and priority of the “Collection Agent” set forth security interest of the Agent in this Agreement with respect to the Transferred Receivables.
Appears in 1 contract
Samples: Receivables Sale Agreement (Hunt J B Transport Services Inc)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Seller and the Agent hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.01, as agent for themselves and for the Investors and the Banks to enforce its ownership their respective rights and other rights interests in the Transferred Pool Receivables, the Related Security and the Collections with respect theretorelated Contracts. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred such Receivables and shall act in the best interests of the Purchaser Seller, the Investors and its assigneesthe Banks.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the The Collection Agent shall prepare and forward to administer the Purchaser a Seller Report relating to Collections in accordance with the Receivables outstanding on the last day of the immediately preceding monthprocedures described in Section 2.04.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Companythe Originator, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company the Originator deems appropriate to maximize Collections thereof, or otherwise amend or modify other the terms of any Transferred Receivable, provided that the classification of any such Receivable as a Delinquent Receivable or Defaulted Receivable shall not be affected by any such extension.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser each Investor and Bank, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Pool Receivables. The Collection Agent shall mark the Seller's master data processing records evidencing the Pool Xxxeivables with a legend, acceptable to the Agent, evidencing that Receivable Interests therein have been sold and, at the request of the Agent, shall mark conspicuously each invoice evidencing each Pool Receivable and xxx related Contract with such a legend.
(e) The Collection Agent shall as soon as practicable shall, within three Business Days following receipt thereof, turn over to the Originator any cash collections or other cash proceeds received with respect to Excluded Receivables, and, turn over to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Pool Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform shall, from time to time at the other obligations request of the “Agent, furnish to the Agent (promptly after any such request) a calculation of the amounts set aside for the Investors and the Banks pursuant to Section 2.04.
(i) On or prior to the 20th calendar day of each month (or if such day is not a Business Day, the next Business Day), the Collection Agent shall prepare and forward to the Agent a Monthly Report relating to the Receivable Interests outstanding on the last day of the immediately preceding month.
(ii) If a Level I Downgrade Event (but no Level II Downgrade Event) shall have occurred and be continuing, on or prior to the close of business on the second Business Day of each Week, the Collection Agent shall prepare and forward to the Agent a Weekly Report which shall contain information related to the Receivables current as of the close of business on the last Business Day of the preceding Week.
(iii) If a Level II Downgrade Event shall have occurred and be continuing, the Collection Agent shall, by no later than 3:00 P.M. (New York City time) on each Business Day, prepare and forward to the Agent a Daily Report which shall contain information relating to the Receivables current as of the close of business on the immediately prior Business Day. The Collection Agent may elect to transmit Seller Reports to the Agent by electronic mail (each an "E-Mail Seller Report") provided, that (i) the Collection Agent shall (A) make arrangements with VeriSign, Inc. (or another authenticating organization acceptable to the Agent” set forth in ) to enable the Collection Agent to generate digital signatures and (B) safeguard the keys, access codes or other means of generating its digital signature, (ii) each E-Mail Seller Report shall be (A) formatted as the Agent may designate from time to time and shall be digitally signed and (B) sent to the Agent at an electronic mail address designated by the Agent, and (iii) the Agent (A) shall be authorized to rely upon such E-Mail Seller Report for purposes of this Agreement with respect to the Transferred Receivablessame extent as if the contents thereof had been otherwise delivered to the Agent in accordance with the terms of this Agreement and (B) may, upon notice in writing to the Collection Agent and the Seller, terminate the right of the Collection Agent to transmit E-Mail Seller Reports.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Lexmark International Inc /Ky/)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsLaws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser hereby appoints Collection Agent shall set aside (and, if applicable, segregate) and hold in trust for the Collection account of the Agent, from time to time designated pursuant to Section 6.01on behalf of the Group Agents, as agent to enforce its ownership and other rights which Group Agents in turn hold such funds on behalf of the Transferred Receivables, related Investors the Related Security and amount of the Collections to which each is entitled in accordance with respect theretoArticle II. In performing its duties So long as Collection Agentno Termination Event or Potential Termination Event shall have occurred and is continuing, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of the Purchaser and its assignees.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable (but not beyond thirty (30) days) and extend the maturity or adjust the Outstanding Unpaid Balance of any Transferred Defaulted Receivable as IR Company deems the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that (i) such extension or otherwise amend adjustment shall not alter the status of such Receivable as a Delinquent Receivable or modify other terms a Defaulted Receivable or limit the rights of the Seller, the Investors, the Agent or the Group Agents under this Agreement and (ii) if a Termination Event or Potential Termination Event has occurred and United Rentals or any Transferred Receivable.
(d) of its Affiliates is acting as Collection Agent, the Collection Agent may make such extension or adjustment only upon the prior written approval of the Agent. The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller Seller, the Agent and the Purchaser Group Agents, on behalf of the Investors, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) Records which evidence or relate to Transferred any Affected Asset. Notwithstanding anything to the contrary contained herein, the Agent shall have the absolute and unlimited right to direct the Collection Agent (whether United Rentals or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Affected Asset; provided that no such direction may be given unless either (i) a Termination Event shall have occurred or (ii) the Agent believes in good faith that failure to commence, settle, or effect such legal action, foreclosure or repossession could reasonably be expected to materially adversely affect Receivables constituting a material portion of the Receivables. The Collection Agent shall not make the Administrator, the Agent, any Group Agent or any Investor a party to any litigation without the prior written consent of such Person. The Agent may notify any Obligor of its interest in the Receivables and the other Affected Assets.
(eb) The Collection Agent shall shall, as soon as practicable following receipt thereof, turn over to the Seller all collections from any cash collections or other cash proceeds received with respect to Receivables Person of indebtedness of such Person which are not constituting Transferred Receivableson account of a Receivable provided, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of that the Collection Agent shall identify any Collections of servicingUnsold Receivables (as such term is defined in the Intercreditor Agreement), collecting and administering which Collections shall, at the Receivables direction of the Agent, be turned over to Bank of America, N.A. or any successor collateral agent under the Intercreditor Agreement.
(c) Any payment by an Obligor in respect of any indebtedness owed by it to any Originator shall, except as otherwise specified by such Obligor or required by law, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent not covered by the Collection Agent Fee received by itof any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.
(f) The Collection Agent also shall perform the other obligations of the “Collection Agent” set forth in this Agreement with respect to the Transferred Receivables.
Appears in 1 contract
Samples: Receivables Purchase Agreement (United Rentals Inc /De)
Duties of Collection Agent. (a) The Collection Agent shall take take, or cause to be taken taken, all such actions as may be action necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with this Agreement, the Credit and Collection Policy and all applicable laws, rules and regulationsregulations using the skill and attention the Collection Agent exercises in collecting other receivables or obligations owed solely to it. The Collection Agent shall, with reasonable care and diligence, and in accordance with herewith, set aside all Collections to which a Purchaser is entitled. If so instructed by the Credit and Collection Policy. The appropriate Purchaser hereby appoints the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership after the occurrence and other rights in during the Transferred Receivables, the Related Security and the Collections with respect thereto. In performing its duties as continuance of a Collection AgentAgent Replacement Event, the Collection Agent shall exercise transfer to the same care appropriate Purchaser Agent the amount of Collections to which the appropriate Purchaser Group is entitled by the Business Day following receipt. Each party hereto hereby appoints the Collection Agent to enforce such Person's rights and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act interests in the best interests Receivables, but (notwithstanding any other provision in any Transaction Document) the Agent, upon the direction of the Purchaser Instructing Group, shall at all times after the occurrence and its assigneesduring the continuance of a Collection Agent Replacement Event have the sole right to direct the Collection Agent to commence or settle any legal action to enforce collection of any Receivable.
(b) On If no Termination Event exists and the 15th day of each month (or, if Collection Agent determines that such day action is not a Business Day, on appropriate in order to maximize the next succeeding Business Day)Collections, the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance outstanding balance of any Transferred Receivable. Any such extension or adjustment shall not alter the status of a Receivable as IR Company deems appropriate to maximize Collections thereofa Defaulted Receivable or Delinquent Receivable or limit any rights of the Agent, any Purchaser Agent or otherwise amend the Purchasers hereunder. If a Termination Event exists, the Collection Agent may make such extensions or modify other terms adjustments only with the prior consent of any Transferred Receivablethe Instructing Group.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(ec) The Collection Agent shall as soon as practicable following receipt turn over to the Seller (i) any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivablespercentage of Collections in excess of the Sold Interest, less, in the event the Seller is not the Collection Agent, less all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of for servicing, collecting and administering the Receivables and (ii) subject to Section 1.5(d), the collections and records for any indebtedness owed to the extent Seller that is not covered by a Receivable. The Collection Agent shall have no obligation to remit any such funds or records to the Seller until the Collection Agent Fee received by it.
receives evidence (fsatisfactory to the Agent) that the Seller is entitled to such items. The Collection Agent also shall perform has no obligations concerning indebtedness that is not a Receivable other than to deliver the other obligations of the “Collection Agent” set forth in this Agreement with respect collections and records for such indebtedness to the Transferred ReceivablesSeller when required by this Section 3.2(c).
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent shall take take, or cause to be taken taken, all such actions as may be action necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with this Agreement, the Credit and Collection Policy and all applicable laws, rules and regulationsregulations using the skill and attention the Collection Agent exercises in collecting other receivables or obligations owed solely to it. The Collection Agent shall, with reasonable care and diligence, and in accordance with herewith, set aside all Collections to which a Purchaser or the Credit and Collection PolicyLC Issuer is entitled. The Purchaser hereby appoints If so instructed by the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership and other rights in the Transferred Receivables, the Related Security and the Collections with respect thereto. In performing its duties as Collection Agent, the Collection Agent shall exercise transfer to the same care Agent or the LC Issuer, as applicable, the amount of Collections to which the Agent, the Purchaser Agents, the LC Issuer and apply the same policies as it would exercise Purchasers are entitled by the Business Day following receipt and apply if it owned identification thereof. Each party hereto hereby appoints the Transferred Receivables Collection Agent to enforce such Person’s rights and shall act interests in the best interests Receivables, but (notwithstanding any other provision in any Transaction Document) the Agent shall at all times after the occurrence of a Collection Agent Replacement Event have the Purchaser and its assigneessole right to direct the Collection Agent to commence or settle any legal action to enforce collection of any Receivable.
(b) On If no Termination Event exists and the 15th day of each month (or, if Collection Agent determines that such day action is not a Business Day, on appropriate in order to maximize the next succeeding Business Day)Collections, the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable (but no such extension shall be for a period more than thirty (30) days) or adjust the Outstanding Balance outstanding balance of any Transferred Receivable. Any such extension or adjustment shall not alter the status of a Receivable as IR Company deems appropriate to maximize Collections thereofa Defaulted Receivable or Delinquent Receivable or limit any rights of the Agent, any Purchaser Agent or otherwise amend the Purchasers hereunder. If a Termination Event exists, the Collection Agent may make such extensions or modify other terms adjustments only with the prior consent of any Transferred Receivablethe Agent and the Instructing Group.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(ec) The Collection Agent shall as soon as practicable following receipt turn over to the Seller any cash collections or other cash proceeds received with respect (i) prior to Receivables not constituting Transferred Receivables, less, in the event the Seller is not the Collection AgentTermination Date, all Collections in excess of the Effective Receivable Interest, less all reasonable and appropriate third party out-of-pocket costs and expenses of the Collection Agent of servicing, for collecting and administering the Receivables and (ii) the collections of and records for any indebtedness owed to the extent Seller that is not covered by a Receivable. The Collection Agent shall have no obligation to remit any such funds or records to the Seller until the Collection Agent Fee received by it.
receives evidence (fsatisfactory to the Agent) that the Seller is entitled to such items. The Collection Agent also shall perform has no obligations concerning indebtedness that is not a Receivable other than to deliver the other obligations of the “Collection Agent” set forth in this Agreement with respect Collections and records for such indebtedness to the Transferred ReceivablesSeller when required by this Section 3.2(c).
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Seller, the Program Agent, the Investor Agents, the Banks and the Investors hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.01, as agent for themselves and for the Investors and the Banks to enforce its ownership their respective rights and other rights interests in the Transferred Pool Receivables, the Related Security and the Collections with respect theretorelated Contracts. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred such Receivables and shall act in the best interests of the Purchaser Seller, the Investors, the Banks, the Investor Agents and the Program Agent. The Collection Agent shall, at its assigneesexpense, also promptly take such actions and provide such notices as are required pursuant to any Insurance Agreement in order to obtain payment thereunder with respect to any Insured Receivables as to which an Insured Receivable Default has occurred, including, without limitation, with respect to any Special Concentration Insurance Agreement, timely make such written demands for payment from the applicable Insured Obligor, promptly after the occurrence of an Insured Receivable Default thereunder submit such proofs of loss and releases to the applicable Insurance Provider, and promptly provide such other information requested by the applicable Insurance Provider to facilitate payment thereunder, in each case pursuant to the terms of such Special Concentration Insurance Agreement in order to obtain payment thereunder as soon as reasonably possible.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the The Collection Agent shall prepare and forward to administer the Purchaser a Seller Report relating to Collections in accordance with the Receivables outstanding on the last day of the immediately preceding monthprocedures described in Section 2.04.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Companyan Originator, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company such Originator deems appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable, provided that the classification of any such Receivable as a Delinquent Receivable or Defaulted Receivable shall not be affected by any such extension.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser each Investor and Bank, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Pool Receivables. The Collection Agent shall mxxx the Seller’s master data processing records evidencing the Pool Receivables with a legend, acceptable to the Program Agent, evidencing that Receivable Interests therein have been sold and, at the request of the Program Agent, shall mxxx conspicuously each invoice evidencing each Pool Receivable and the related Contract with such a legend.
(e) The Collection Agent shall as soon as practicable shall, within three Business Days following receipt thereof, turn over to the applicable Originator any cash collections or other cash proceeds received with respect to Excluded Receivables, and, turn over to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Pool Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform shall, from time to time at the other obligations request of the “Collection Program Agent or any Investor Agent” set forth in this Agreement with respect , furnish to the Transferred ReceivablesProgram Agent and the Investor Agents (promptly after any such request) a calculation of the amounts set aside for the Investors, the Banks and the Investor Agents pursuant to Section 2.04.
(g) (i) On or prior to the 15th calendar day of each month (or if such day is not a Business Day, the next Business Day), the Collection Agent shall prepare and forward to the Program Agent and each Investor Agent a Monthly Report relating to the Receivable Interests outstanding on the last day of the immediately preceding month.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Lexmark International Inc /Ky/)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Each of the Seller, each Purchaser and the Administrative Agent hereby appoints the Collection Agent, from time to time designated pursuant to Section 6.016.01 hereof, as agent for itself and for the owners of Receivable Interests to enforce its ownership their respective rights and other rights interests in the Transferred Pool Receivables, the Related Security and the related Contracts.
(b) The Collection Agent shall administer the Collections in accordance with respect theretothe procedures described herein and in Section 2.04. In performing its duties as The Collection AgentAgent shall set aside and hold in trust for the account of the Seller and each Purchaser, their respective shares of the Collections of Pool Receivables in accordance with Section 2.04 but shall not be required, except either upon the request of the Administrative Agent acting at the direction of the Required Purchasers or upon the occurrence and during the continuance of an Event of Termination or a Potential Termination Event or on each day on which the Seller is required to deliver a Daily Activity Report pursuant to Section 5.01(j)(ix), to segregate the funds constituting each Purchaser’s share of such Collections from the general funds of the Collection Agent or the Seller prior to the remittance thereof in accordance with Section 2.04. If the Collection Agent shall be required to segregate Collections pursuant to the proceeding sentence, the Collection Agent shall exercise segregate and deposit to the same care and apply Agent’s Account such allocable share of Collections of Pool Receivables set aside for the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of the Purchaser and its assignees.
(b) On the 15th day of each month (or, if such day is not a Business Day, Purchasers on the next succeeding first Business Day), Day following receipt by the Collection Agent shall prepare and forward of such Collections. Any Collections deposited to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding monthAgent’s Account shall be applied in accordance with Section 2.04(e).
(c) If no Event of Termination or Incipient Potential Termination Event of Termination shall have occurred and be continuingoccurred, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company the Collection Agent deems appropriate to maximize Collections in respect thereof; provided, that the extension or otherwise amend adjustment by the Collection Agent of a Receivable which is a Defaulted Receivable or modify other terms a Delinquent Receivable shall not change the status of any Transferred Receivablesuch Receivable for purposes of this Agreement.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser Purchasers, in accordance with their respective interests, all documentsRecords that evidence or relate to Pool Receivables and shall, instruments and records (includingas soon as practicable upon demand of the Administrative Agent acting at the direction of the Required Purchasers, without limitation, computer tapes deliver or disks) make available to the Administrative Agent all Records in its possession which evidence or relate to Transferred Pool Receivables.
(e) The Collection Agent Agent, shall as soon as practicable following receipt thereof, turn over to the Seller any cash collections or other cash proceeds received with respect to (i) that portion of Collections of Pool Receivables not constituting Transferred Receivablesrepresenting the Seller’s undivided fractional ownership interest therein, less, in the event the Seller is not the Collection Agent, less all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, administering and collecting and administering the Pool Receivables to the extent not covered by the Collection Agent Fee received by it, and (ii) any cash collections or other cash proceeds received with respect to Receivables not constituting Pool Receivables.
(f) The Collection Agent also shall perform shall, from time to time at the other obligations request of a Purchaser, furnish to such Purchaser (promptly after any such request) a calculation of the “amounts set aside for such Purchaser pursuant to Section 2.04 hereof.
(g) On or prior to each Investor Report Date, the Collection Agent” set forth Agent shall prepare and forward to each Purchaser and the Administrative Agent (i) an Investor Report relating to each Receivable Interest outstanding on the immediately preceding Settlement Date, and (ii) if requested by a Purchaser, a listing by Obligor of all Pool Receivables outstanding on such Settlement Date, together with an analysis of the aging of such Pool Receivables by Obligor and such additional information as may be reasonably requested by such Purchaser. So long as no Event of Termination then exists, the Collection Agent will use its best efforts to provide the Purchasers and the Administrative Agent with the information in this Agreement clauses (i) and (ii) above on a more frequent basis if requested by any of the Purchasers. Following an Event of Termination and during the continuation thereof, the Collection Agent will provide the Purchasers and the Administrative Agent with the information in clauses (i) and (ii) above on a more frequent basis if required by the Required Purchasers.
(h) The Collection Agent will, to the extent permitted by applicable law and with respect to any amount not paid by the Transferred ReceivablesCollection Agent when required to be paid hereunder, pay on demand interest to each Purchaser at a rate per annum equal to 2% above the Base Rate, provided, however, that such interest rate will not at any time exceed the maximum rate permitted by applicable law.
(i) The Collection Agent’s authorization under this Agreement will terminate after the Facility Termination Date, upon payment in full of all amounts payable to the Purchasers and the Collection Agent under this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Georgia Pacific Corp)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Seller, the Administrative Agent and the Purchaser Agents hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.014.01, as agent for themselves and for the Investors and the Banks to enforce its ownership their respective rights and other rights interests in the Transferred Receivables, Pool Receivables and the Related Security and the Collections with respect theretoSecurity. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred such Receivables and shall act in the best interests of the Seller, the Administrative Agent, each Purchaser Agent, the Investors and its assigneesthe Banks.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the The Collection Agent shall prepare administer the Collections in accordance with the procedures described in Section 1.04 and forward to shall perform the Purchaser a Seller Report relating to the Receivables outstanding on the last day other obligations of the immediately preceding month“Collection Agent” set forth in this Agreement.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR CompanyUnited Rentals, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance or otherwise modify the payment terms of any Transferred Receivable as IR Company it deems appropriate to maximize Collections thereof; provided that such modification shall not (i) alter the status of the Pool Receivable as a Delinquent Receivable or Defaulted Receivable, or otherwise amend (ii) limit the rights of the Administrative Agent, Purchaser Agents, Banks or modify other terms of any Transferred ReceivableInvestors.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser each Investor and Bank, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which that evidence or relate to Transferred Pool Receivables.
(e) The Collection Agent shall shall, as soon as practicable following receipt receipt, turn over to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Pool Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform shall, from time to time at the other obligations request of the “Collection Administrative Agent or any Purchaser Agent” set forth in this Agreement with respect , furnish to the Transferred ReceivablesAdministrative Agent or such Purchaser Agent (promptly after any such request) a calculation of the amounts set aside for the Investors and the Banks pursuant to Section 1.04(b).
(g) On or before the twelfth Business Day of each month, the Collection Agent shall prepare and forward to the Administrative Agent and each Purchaser Agent a Monthly Report relating to the Receivable Interests outstanding on the last day of the immediately preceding month. On or before the first Business Day of each week, the Collection Agent shall prepare and forward to the Administrative Agent and each Purchaser Agent a Weekly Report as of the last Business Day of the previous week; provided that no Weekly Report is due if Capital is equal to zero; provided further that a Weekly Report shall be provided to the Administrative Agent before Capital can be increased from zero. On any Business Day during the continuation of any Daily Report Trigger Event, the Collection Agent shall prepare and forward to the Administrative Agent and each Purchaser Agent a Daily Report as of the previous Business Day; provided that no Daily Report is due if Capital is equal to zero; provided further that a Daily Report shall be provided to the Administrative Agent and each Purchaser Agent before Capital can be increased from zero during the continuation of a Daily Report Trigger Event.
Appears in 1 contract
Samples: Receivables Purchase Agreement (United Rentals Inc /De)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Seller and the Agent hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.01, as agent for themselves and for the Investors to enforce its ownership their respective rights and other rights interests in the Transferred Pool Receivables, the Related Security and the Collections with respect theretorelated Contracts. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred such Receivables and shall act in the best interests of the Purchaser Seller and its assigneesthe Investors.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the The Collection Agent shall prepare and forward to administer the Purchaser a Seller Report relating to Collections in accordance with the Receivables outstanding on the last day of the immediately preceding monthprocedures described in Section 2.04.
(c) If no Event of Termination Termination, Special Event or Incipient Event of Termination shall have occurred and be continuing, IR CompanyFerro Corporation, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company Ferro Corporation deems appropriate to maximize Collections thereof, or otherwise amend or modify other the terms of any Transferred Receivable, provided that the classification of any such Receivable as a Defaulted Receivable shall not be affected by any such extension.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser each Investor, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Pool Receivables. The Collection Agent shall mark the Seller's master data processing records evidencing Pool Rexxxxables and, at the written request of the Agent following the occurrence of an Event of Termination, a Special Event or an Incipient Event of Termination, each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Agent, evidencing that Receivable Interests therein have been sold.
(e) The Collection Agent shall shall, as soon as practicable following receipt receipt, turn over to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Pool Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform shall, from time to time at the other obligations request of the “Agent, furnish to the Agent (promptly after any such request) a calculation of the amounts set aside for the Investors pursuant to Section 2.04.
(g) Prior to the tenth Business Day of each month, the Collection Agent shall prepare and forward to the Agent a Seller Report relating to the Receivable Interests outstanding on the last day of the immediately preceding month. At the request of the Agent” set forth in , the Collection Agent shall prepare and forward to the Agent reports relating to the Receivable Interests at more frequent intervals. The Collection Agent hereby elects to transmit Seller Reports to the Agent by electronic mail (each, an "E-MAIL SELLER Report"), provided that (i) the Collection Agent shall (A) make arrangements with VeriSign, Inc. (or another authenticating organization acceptable to the Agent) to enable the Collection Agent to generate digital signatures and (B) safeguard the keys, access codes or other means of generating its digital signature, (ii) each E-Mail Seller Report shall be (A) formatted as the Agent may designate from time to time and shall be digitally signed and (B) sent to the Agent at an electronic mail address designated by the Agent, and (iii) the Agent (A) shall be authorized to rely upon such E-Mail Seller Report for purposes of this Agreement with respect to the Transferred Receivablessame extent as if the contents thereof had been otherwise delivered to the Agent in accordance with the terms of this Agreement and (B) may, upon notice in writing to the Collection Agent and the Seller, terminate the right of the Collection Agent to transmit E-Mail Seller Reports.
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Seller and the Agent for the ratable benefit of the Investors and the Banks hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.014.01, as agent to enforce its ownership their respective rights and other rights interests in the Transferred Receivables, Pool Receivables and the Related Security and the Collections with respect theretoSecurity. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred such Receivables and shall act in the best interests of the Purchaser Seller, the Investors and its assigneesthe Banks.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the The Collection Agent shall prepare administer the Collections in accordance with the procedures described in Section 1.04 and forward to shall perform the Purchaser a Seller Report relating to the Receivables outstanding on the last day other obligations of the immediately preceding month“Collection Agent” set forth in this Agreement.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR CompanyUnited Rentals, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance or otherwise modify the payment terms of any Transferred Receivable as IR Company it deems appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser each Investor and Bank, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Pool Receivables.
(e) The Collection Agent shall shall, as soon as practicable following receipt receipt, turn over to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Pool Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform shall, from time to time at the other obligations request of the “Collection Agent” set forth in this Agreement with respect , furnish to the Transferred ReceivablesAgent (promptly after any such request) a calculation of the amounts set aside for the Investors and the Banks pursuant to Section 1.04.
(g) On or before the tenth Business Day of each month, the Collection Agent shall prepare and forward to the Agent and CSFB a Monthly Report relating to the Receivable Interests outstanding on the last day of the immediately preceding month. On or before 11:00 a.m. (New York time) on the first Business Day of each week, the Collection Agent shall prepare and forward to the Agent and CSFB an Interim Report as of the last Business Day of the previous week; provided, however that if and so long as the long-term senior secured debt securities of United Rentals are rated “BB” or below by Standard & Poor’s (or such rating is suspended or withdrawn), the Collection Agent shall prepare and forward to the Agent and CSFB on a daily basis no later than 11:00 a.m. (New York time) an Interim Report as of the close of business on the previous Business Day.
Appears in 1 contract
Samples: Receivables Purchase Agreement (United Rentals North America Inc)
Duties of Collection Agent.
(a) The Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulationsregulations (including, without limitation, all CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations), with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Transferor, the Agent, the Administrative Agents and the Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.1 hereof, as agent to enforce its ownership respective rights and other rights interests in and under the Affected Assets. To the extent permitted by applicable law, the Transferor hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferred ReceivablesTransferor’s and/or any Originating Entity’s name and on behalf of the Transferor necessary or desirable, in the Related Security and reasonable determination of the Collections with respect thereto. In performing its duties as Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or any Originating Entity’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Transferor represents and warrants that the foregoing power of attorney, in the case of any Originating Entity, has been duly granted to the Transferor under the Receivables Purchase Agreement and the Transferor is authorized under the Receivables Purchase Agreement, to the extent permitted by applicable law, to authorize the Collection Agent shall hereunder to exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of the Purchaser and its assignees.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the power. The Collection Agent shall prepare and forward to set aside for the Purchaser a Seller Report relating to the Receivables outstanding on the last day account of the immediately preceding month.
Transferor and the Agent (cfor the benefit of the Investors) If their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to each Administrative Agent’s account such Administrative Agent’s allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, Agent may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Defaulted Receivable as IR Company deems the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or otherwise amend or modify other terms adjustment shall not alter the status of any Transferred such Receivable as a Defaulted Receivable.
(d) . The Seller Transferor shall deliver to the Collection Agent, Agent and the Collection Agent shall hold in trust for the Seller Transferor, and the Purchaser Agent, on behalf of the Investors, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) Records which evidence or relate to Transferred Receivables.Receivables or Related Security. Notwithstanding anything to the contrary contained herein, the Agent shall have the absolute and unlimited right to direct the Collection Agent (whether the Collection Agent is NMC or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Agent, any Administrative Agent or any of the Investors a party to any litigation without the prior written consent of such Person.
(eb) The Collection Agent shall shall, as soon as practicable following receipt thereof, turn over to the Seller Transferor any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller of any indebtedness of any Person which is not on account of a Receivable. If the Collection Agent is not NMC or an Affiliate thereof, the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses with the prior written consent of each Administrative Agent, may revise the Servicing Fee Percentage to such other percentage as may be approved in writing by each Administrative Agent, provided, however, that, unless otherwise agreed in writing by each Administrative Agent, at any time after the Percentage Factor equals or exceeds 100%, any compensation to the Collection Agent in excess of servicingthe Servicing Fee initially provided for herein shall be an obligation of the Transferor and shall not be payable, collecting and administering in whole or in part, from the Receivables Collections allocated to or for the benefit of any of the Investors hereunder. The Collection Agent, if other than NMC, shall as soon as practicable upon demand, deliver to the extent Transferor all Records in its possession which evidence or relate to indebtedness of an Obligor which is not covered by a Receivable.
(c) On or before October 31 of each calendar year, the Collection Agent Fee received shall:
(i) cause a firm of independent public accountants (who may also render other services to the Collection Agent, the Transferor, the Seller or any Affiliates of any of the foregoing), or such other Person as may be approved by iteach Administrative Agent (any of the foregoing being an “Auditor”), to furnish a report to each Administrative Agent in accordance with the procedures set forth on Exhibit T; and
(ii) provide to the Agent a report setting forth the average monthly recovery rate in respect of Receivables (other than Self-Pay Receivables) that might otherwise have been considered defaulted or delinquent Receivables for each of the immediately preceding twelve (12) months.
(fd) The Collection Agent also shall perform Notwithstanding anything to the other obligations of contrary contained in this Article VI, the “Collection Agent” set forth , if not the Transferor or NMC, shall have no obligation to collect, enforce or take any other action described in this Agreement Article VI with respect to any indebtedness that is not included in the Transferred ReceivablesInterest other than to deliver to the Transferor the collections and documents with respect to any such indebtedness as described in Section 6.2 (b) hereof.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Seller and the Agent hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.01, as agent for themselves and for the Investors and the Banks to enforce its ownership their respective rights and other rights interests in the Transferred Pool Receivables, the Related Security and the Collections with respect theretorelated Contracts. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred such Receivables and shall act in the best interests of the Purchaser Seller, the Investors and its assigneesthe Banks.
(b1) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the The Collection Agent shall prepare and forward to administer the Purchaser a Seller Report relating to Collections in accordance with the Receivables outstanding on the last day of the immediately preceding monthprocedures described in Section 2.04.
(c2) If no Event of Termination or Incipient Event of Termination Collection Agent Default shall have occurred and be continuing, IR Companythe Originator, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company the Originator deems appropriate to maximize Collections thereof, or otherwise amend or modify other the terms of any Transferred Receivable, provided that the classification of any such Receivable as a Delinquent Receivable or Defaulted Receivable shall not be affected by any such extension.
(d3) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser each Investor and Bank, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Pool Receivables. The Collection Agent shall xxxx the Seller's master data processing records evidencing the Pool Receivables and the related Contracts with a legend, acceptable to the Agent, evidencing that Receivable Interests therein have been sold.
(e4) [Intentionally Omitted]
(5) The Collection Agent shall as soon as practicable following receipt turn over shall, from time to time at the request of the Agent, furnish to the Agent (promptly after any such request) a calculation of the amounts set aside for the Investors and the Banks pursuant to Section 2.04.
(6) On or prior to Wednesday of each week, the Collection Agent shall prepare and forward to the Agent a Seller any cash collections Report in the form of Annex A-1 relating to the Receivable Interests outstanding on the last day of the immediately preceding Fiscal Week. Prior to the seventh day of each month, the Collection Agent shall prepare and forward to the Agent a Seller Report the form of Annex A-2 relating to Receivable Interests outstanding on the last day of the immediately preceding Fiscal Month. The Collection Agent may elect to transmit Seller Reports to the Agent by electronic mail (each an "E-MAIL SELLER REPORT") provided, that (i) the Collection Agent shall safeguard the keys, access codes or other cash proceeds received means of generating its digital signature, (ii) each E-Mail Seller Report shall be (A) formatted as the Agent may designate from time to time and shall be digitally signed and (B) sent to the Agent at an electronic mail address designated by the Agent, and (iii) the Agent (A) shall be authorized to rely upon such E-Mail Seller Report for purposes of this Agreement to the same extent as if the contents thereof had been otherwise delivered to the Agent in accordance with respect the terms of this Agreement and (B) may, upon notice in writing to Receivables not constituting Transferred Receivables, less, in the event the Seller is not the Collection AgentAgent and the Seller, all reasonable and appropriate out-of-pocket costs and expenses terminate the right of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by ittransmit E-Mail Seller Reports.
(f) The Collection Agent also shall perform the other obligations of the “Collection Agent” set forth in this Agreement with respect to the Transferred Receivables.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Personal Care Holdings Inc)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Each of the Transferor, the Purchasers, the Purchaser Agents and the Bank Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.1 hereof, as agent to enforce its ownership respective rights and other rights interests in and under the Affected Assets. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferred ReceivablesTransferor's and/or the Seller's name and on behalf of the Transferor or the Seller necessary or desirable, the Related Security and the Collections with respect thereto. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests reasonable determination of the Purchaser and its assignees.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, mayto collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor's and/or the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and the related Account Agreements. The Collection Agent shall set aside for the account of the Transferor and the Purchaser Agents their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to each of the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance Purchase Agent's account its allocable share of any Transferred Receivable as IR Company deems appropriate Collections of Receivables when required pursuant to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable.
(d) Article II hereof. The Seller Transferor shall deliver to the Collection Agent, Agent or its designee(s) and the Collection Agent or its designees shall hold in trust for the Seller Transferor and the Purchaser Agents, on behalf of their related Purchasers and Bank Investors, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) Records which evidence or relate to Transferred Receivables. The Collection Agent shall not make the Administrative Agent, any of the Purchaser Agents, a Purchaser or any of the Bank Investors a party to any litigation with respect to the Receivables without the prior written consent of such Person, unless such joinder is required by law and such Person would not become subject to any liability for which it is not indemnified hereunder.
(eb) The Collection Agent shall shall, as soon as practicable following receipt thereof, turn over to the Seller Transferor any cash collections of any indebtedness of any Person which is not on account of a Receivable. If the Collection Agent is not the Transferor or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller is not or an Affiliate of the Transferor or the Seller, the Collection Agent, all by giving three Business Days' prior written notice to the Purchaser Agents, may revise the percentage used to calculate the Servicing Fee so long as the revised percentage will not result in a Servicing Fee that exceeds 110% of the reasonable and appropriate out-of-pocket costs and expenses of such Collection Agent incurred in connection with the performance of its obligations hereunder as documented to the reasonable satisfaction of the Purchaser Agents; provided, however, that at any time after the Buyer's Percentage Factor equals or exceeds 100%, any compensation to the Collection Agent in excess of servicingthe Servicing Fee initially provided for herein shall be an obligation of the Transferor and shall not be payable, collecting and administering the Receivables in whole or in part, from Collections allocated to the extent Purchasers or the Bank Investors, as applicable. The Collection Agent, if other than the Transferor or the Seller or an Affiliate of the Transferor or the Seller, shall as soon as practicable upon demand, deliver to the Seller all Records in its possession which evidence or relate to indebtedness of an Obligor which is not covered a Receivable.
(c) On or before 100 days after the end of each fiscal year of the Collection Agent, beginning with the fiscal year ending December 31, 1998, the Collection Agent shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Collection Agent, the Transferor, the Seller or any Affiliates of any of the foregoing) to furnish a report to the Purchaser Agents to the effect that they have (i) applied certain procedures, agreed upon with the Collection Agent and the Purchaser Agents and substantially as set forth in Exhibit C hereto, which would re-perform certain accounting procedures performed by the Collection Agent Fee received pursuant to certain documents and records relating to the servicing of the Accounts under this Agreement; in addition, each report shall set forth the agreed upon procedures performed and the results of such procedures; and (ii) compared the amounts and percentages set forth in the Investor Reports forwarded by itthe Collection Agent pursuant to Section 2.11 during the period covered by such report with the computer reports (which may include personal computer generated reports that summarize data from the computer reports generated by either the Transferor or Collection Agent which are used to prepare the Investor Reports) which were the source of such amounts and percentages and that on the basis of such comparison, such amounts and percentages are in agreement except as shall be set forth in such report.
(fd) The Notwithstanding anything to the contrary contained in this Article VI, the Collection Agent also shall perform Agent, if not the other obligations Transferor, the Seller or any Affiliate of the “Collection Agent” set forth Transferor or the Seller, shall have no obligation to collect, enforce or take any other action described in this Agreement Article VI with respect to any indebtedness that is not included in the Transferred ReceivablesInterest other than to deliver to the Transferor the collections and documents with respect to any such indebtedness as described in Section 6.2(b) hereof.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Metris Companies Inc)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Seller, the Administrative Agent and the Purchaser Agents hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.014.01, as agent for themselves and for the Investors and the Banks to enforce its ownership their respective rights and other rights interests in the Transferred Receivables, Pool Receivables and the Related Security and the Collections with respect theretoSecurity. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred such Receivables and shall act in the best interests of the Seller, the Administrative Agent, each Purchaser Agent, the Investors and its assigneesthe Banks.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the The Collection Agent shall prepare administer the Collections in accordance with the procedures described in Section 1.04 and forward to shall perform the Purchaser a Seller Report relating to the Receivables outstanding on the last day other obligations of the immediately preceding month“Collection Agent” set forth in this Agreement.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR CompanyUnited Rentals, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance or otherwise modify the payment terms of any Transferred Receivable as IR Company it deems appropriate to maximize Collections thereof; provided that such modification shall not (i) alter the status of the Pool Receivable as a Delinquent Receivable or Defaulted Receivable, or otherwise amend (ii) limit the rights of the Administrative Agent, Purchaser Agents, Banks or modify other terms of any Transferred ReceivableInvestors.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser each Investor and Bank, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which that evidence or relate to Transferred Pool Receivables.
(e) The Collection Agent shall shall, as soon as practicable following receipt receipt, turn over to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Pool Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform shall, from time to time at the other obligations request of the “Collection Administrative Agent or any Purchaser Agent” set forth in this Agreement with respect , furnish to the Transferred ReceivablesAdministrative Agent or such Purchaser Agent (promptly after any such request) a calculation of the amounts set aside for the Investors and the Banks pursuant to Section 1.04(b).
(g) On or before the twelfth Business Day of each month, the Collection Agent shall prepare and forward to the Administrative Agent and each Purchaser Agent a Monthly Report relating to the Receivable Interests outstanding on the last day of the immediately preceding month. On or before the first Business Day of each week, the Collection Agent shall prepare and forward to the Administrative Agent and each Purchaser Agent a Weekly Report as of the last Business Day of the previous week; provided that no Weekly Report is due if Capital is equal to zero; provided further that a Weekly Report shall be provided to the Administrative Agent before Capital can be increased from zero. During the continuation of any Daily Report Trigger Event, within five (5) Business Days following a request by the Administrative Agent or the Required Purchaser Agents, the Collection Agent shall prepare and forward to the Administrative Agent and each Purchaser Agent on each Business Day a Daily Report as of the Business Day immediately preceding thesuch date of such requestdelivery; provided that no Daily Report is due if Capital is equal to zero; provided further that a Daily Report shall be provided to the Administrative Agent and each Purchaser Agent before Capital can be increased from zero during the continuation of a Daily Report Trigger Event.
Appears in 1 contract
Samples: Assignment and Acceptance Agreement (United Rentals North America Inc)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Seller, each Owner and the Agent hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership respective rights and other rights interests in and under the Transferred Pool Receivables, the Related Security and the Contracts. The Collection Agent shall set aside and hold in trust for the account of the Seller and each Owner their respective allocable shares of the Collections of Pool Receivables in accordance with respect theretoSections 2.05 and 2.06 but shall not be required (unless otherwise requested by the Agent) to segregate the funds constituting such portion of such Collections prior to the remittance thereof in accordance with said Sections. In performing its duties as Collection If instructed by the Agent, the Collection Agent shall exercise segregate and deposit with a bank (which may be Citibank) designated by the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests Agent such allocable share of the Purchaser and its assignees.
(b) On the 15th day Collections of Pool Receivables, set aside for each month (or, if such day is not a Business DayOwner, on the next succeeding first Business Day), Day following receipt by the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If such Collections. Provided no Event of Termination or Incipient Event of Termination Investment Ineligibility shall have occurred and be continuing, IR Companythe Seller, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Defaulted Receivable as IR Company deems the Seller may determine to be appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable.
(d) . The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser each Owner in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Pool Receivables.
(eb) The Collection Agent shall as soon as practicable following receipt turn over to the Seller any cash collections or other cash proceeds received with respect to (i) that portion of Collections of Pool Receivables not constituting Transferred Receivablesrepresenting its undivided interest therein, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the such Collection Agent of servicing, collecting and administering the Pool Receivables to the extent not covered by the Collection Agent Fee received by it.
it and (fii) the Collections of any Receivable which is not a Pool Receivable. The Collection Agent also Agent, if other than the Seller, shall perform as soon as practicable upon demand deliver to the other obligations Seller all documents, instruments and records in its possession which evidence or relate to Receivables of the “Seller other than Pool Receivables, and copies of documents, instruments and records in its possession which evidence or relate to Pool Receivables. The Collection Agent” set forth in 's authorization under this Agreement with respect shall terminate, after the Facility Termination Date, upon receipt by each Owner of an Eligible Asset of an amount equal to the Transferred ReceivablesCapital plus accrued Yield for such Eligible Asset plus all other amounts owed to the Agent, each Owner and the Seller and (unless otherwise agreed by the Agent and the Collection Agent) the Collection Agent under this Agreement.
Appears in 1 contract
Samples: Trade Receivables Purchase and Sale Agreement (Geon Co)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Transferor, PARCO and the Funding Agent, for the benefit of the APA Banks, hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.1 hereof, as agent to enforce its ownership respective rights and other rights interests in and under the Transferred ReceivablesReceivables and Related Security, the Related Security Collections and the Collections Proceeds with respect thereto. In performing its duties To the extent permitted by applicable law, each of the Transferor and the Originator (to the extent not then acting as Collection Agent, the Agent hereunder) hereby grants to any Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act appointed hereunder an irrevocable power of attorney to take in the best interests Transferor's and/or the Originator's name and on behalf of the Purchaser Transferor or the Originator any and its assignees.
(b) On all steps necessary or desirable, in the 15th day reasonable determination of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, mayto collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor's and/or the Originator's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor and PARCO their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance Funding Agent's account PARCO's allocable share of any Transferred Receivable as IR Company deems appropriate Collections of Receivables when required pursuant to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable.
(d) Article II hereof. The Seller Transferor shall deliver to the Collection Agent, Agent and the Collection Agent shall hold in trust for the Seller Transferor, PARCO, the Funding Agent and the Purchaser APA Banks, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) Records which evidence or relate to Transferred Receivables, Related Security or Collections. Notwithstanding anything to the contrary contained herein, following a Termination Event or Potential Termination Event, the Funding Agent shall have the absolute and unlimited right to direct the Collection Agent (whether the Collection Agent is the Originator or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Funding Agent, PARCO or any of the APA Banks a party to any litigation without the prior written consent of such Person.
(eb) The Collection Agent shall shall, as soon as practicable following receipt thereof, turn over to the Seller Originator any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller of any indebtedness of any Person which is not on account of a Receivable. If the Collection Agent is not the Transferor, the Originator or an Affiliate of the Transferor or the Originator, the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of by giving three (3) Business Days' prior written notice to the Funding Agent, may revise the Servicing Fee, provided that -------- such revised Servicing Fee payable to such successor Collection Agent of servicing, collecting and administering the Receivables to the extent not covered shall be a fee agreed upon by the Collection Agent and the Funding Agent on an arms-length basis reflecting rates and terms prevailing at such time (it being understood that the Servicing Fee received by itrepresents an arms-length arrangement as of the date of this Agreement). The Collection Agent, if other than the Originator or an Affiliate of the Originator, shall as soon as practicable upon demand, deliver to the Originator all Records in its possession which evidence or relate to indebtedness of an Obligor which is not a Receivable.
(fc) The On or before ninety (90) days after the end of each fiscal year of the Collection Agent, beginning with the fiscal year ending December 31, 1998, the Collection Agent also shall perform cause a firm of independent public accountants acceptable to the other obligations Funding Agent at the expense of the “Transferor (who may also render other services to the Collection Agent” , the Transferor, the Originator or any Affiliates of any of the foregoing) to furnish a report to the Funding Agent to the effect that they have (i) selected at least one Settlement Statement for each fiscal quarter delivered during the fiscal year then ended and verified that the amounts presented on such Settlement Statement relating to sales, total dilution, net sales, collections, write-offs and aging of Receivables agreed with the information contained within the Collection Agent's underlying accounting records for such Settlement Period, (ii) recalculated the Net Receivables Balance as of the end of at least one Settlement Period of each fiscal quarter, (iii) verified that the Receivables treated by the Collection Agent as Eligible Receivables in fact satisfied the requirements of clauses (iii), (iv) and (viii) of the definition of such term contained herein, (iv) selected at least one Settlement Statement for each fiscal quarter and conducted a "negative confirmation" of a sample of fifty (50) Receivables (or such other sample consented to by the Funding Agent, which consent shall not be unreasonably withheld) and verified that the Collection Agent's records and computer system used in servicing the Receivables contained correct information with regard to outstanding balances, and (v) selected at least one Settlement Statement for each fiscal quarter and selected a sample of fifty (50) Receivables (or such other sample consented to by the Funding Agent, which consent shall not be unreasonably withheld) (which can be the same sample selected in clause (iv) above) and verified that such Receivables were included in the proper aging category on such Settlement Statement based on the dates listed on the original Contracts for such Receivables, except, in each case for (a) such exceptions as such firm shall believe to be immaterial (which exceptions need not be enumerated) and (b) such other exceptions as shall be set forth in such statement.
(d) Notwithstanding anything to the contrary contained in this Agreement Article VI, the Collection Agent shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any indebtedness which is not on account of a Receivable other than to deliver to the Transferred ReceivablesOriginator the collections and documents with respect to any such indebtedness as described in Section 6.2(b) hereof.
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent shall take take, or cause to be taken taken, all such actions as may be action necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with this Agreement, the Credit and Collection Policy and all applicable laws, rules and regulationsregulations using the skill and attention the Collection Agent exercises in collecting other receivables or obligations owed solely to it. The Collection Agent shall, with reasonable care and diligence, and in accordance with herewith, separately account for (and thereby deemed to set aside) all Collections to which a Purchaser is entitled. If so instructed by the Credit and Collection Policy. The Purchaser hereby appoints the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership and other rights in after the Transferred Receivables, the Related Security and the Collections with respect thereto. In performing its duties as occurrence of a Collection AgentAgent Replacement Event, the Collection Agent shall exercise transfer to each Purchaser Agent the same care amount of Collections to which such Purchaser Agent and apply the same policies as it would exercise applicable Purchasers are entitled by the Business Day following receipt. Each party hereto hereby appoints the Collection Agent to enforce such Person's rights and apply if it owned the Transferred Receivables and shall act interests in the best interests Receivables, but (notwithstanding any other provision in any Transaction Document) the Agent shall at all times after the occurrence of a Collection Agent Replacement Event have the Purchaser and its assigneessole right to direct the Collection Agent to commence or settle any legal action to enforce collection of any Receivable.
(b) On If no Termination Event exists and the 15th day of each month (or, if Collection Agent determines that such day action is not a Business Day, on appropriate in order to maximize the next succeeding Business Day)Collections, the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable (but no such extension shall be for a period more than thirty (30) days) or adjust the Outstanding Balance outstanding balance of any Transferred Receivable. Any such extension or adjustment shall not alter the status of a Receivable as IR Company deems appropriate to maximize Collections thereofa Defaulted Receivable or Delinquent Receivable or limit any rights of the Agent, any Purchaser Agent or otherwise amend the Purchasers hereunder. If a Termination Event exists, the Collection Agent may make such extensions or modify other terms adjustments only with the prior consent of any Transferred Receivablethe Instructing Group.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(ec) The Collection Agent shall as soon as practicable following receipt turn over to the Seller (i) any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivablespercentage of Collections in excess of the Sold Interest, less, in the event the Seller is not the Collection Agent, less all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of for servicing, collecting and administering the Receivables and (ii) subject to Section 1.5(d), the collections and records for any indebtedness owed to the extent Seller that is not covered by a Receivable. The Collection Agent shall have no obligation to remit any such funds or records to the Seller until the Collection Agent Fee received by it.
receives evidence (fsatisfactory to the Agent) that the Seller is entitled to such items. The Collection Agent also shall perform has no obligations concerning indebtedness that is not a Receivable other than to deliver the other obligations of the “Collection Agent” set forth in this Agreement with respect collections and records for such indebtedness to the Transferred ReceivablesSeller when required by this Section 3.2(c).
Appears in 1 contract
Samples: Receivables Sale Agreement (Swift Transportation Co Inc)
Duties of Collection Agent. (a) The Collection Agent shall (unless the Agent directs otherwise) take or cause to be taken all only such actions as may shall be necessary or advisable customary to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and solely in accordance with the Credit and Collection Policy. The Purchaser Seller and the Agent hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.01, as agent for themselves and for the Purchasers and the Banks to enforce its ownership their respective rights and other rights interests in and under the Transferred Pool Receivables, the Related Security and the Collections related Contracts and to monitor the Seller's compliance with respect thereto. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care terms and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act conditions set forth in the best interests of the Purchaser and its assigneesthis Agreement.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the The Collection Agent shall prepare not extend, amend or otherwise modify the terms of any Pool Receivable or amend, modify or waive any term or condition of any Contract related thereto, or commence or settle any legal action to enforce collection of any Pool Receivable, except in conformance with the Credit and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding monthCollection Policy.
(c) If no Upon the Agent's request following the occurrence of any Event of Termination or Incipient Event of Termination shall have occurred and be continuingTermination, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company deems appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust trust, keep confidential and legend appropriately for the Seller and the Agent, acting on behalf of each Purchaser and each Bank, in accordance with their respective interests, copies of all computer tapes or disks which evidence or relate to Pool Receivables and copies of all documents, instruments and other records which evidence or relate to Pool Receivables.
(d) The Collection Agent shall as soon as practicable upon demand deliver to the Seller copies of all documents, instruments and other records (including, without limitation, computer tapes or disks) in its possession which evidence or relate to Transferred Receivables of the Seller other than Pool Receivables, and copies of documents, instruments and other records in its possession which evidence or relate to Pool Receivables.
(e) The Collection Agent shall as soon as practicable following receipt turn over shall, at any time and from time to time at the written request of the Agent, furnish to the Seller Agent (within five Business Days after any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses such request) a calculation of the Collection Agent of servicing, collecting amounts set aside for the Purchasers and administering the Receivables Banks pursuant to the extent not covered by the Collection Agent Fee received by itSection 2.06(b).
(f) The Collection Agent also shall, to the extent permitted by applicable law, pay interest to the Agent on any amount not paid by the Collection Agent when required to be paid by it hereunder, at an interest rate per annum equal to the Alternate Base Rate, payable on demand; provided, however, that such interest rate shall perform not at any time exceed the other obligations maximum rate permitted by applicable law. Such interest shall be for the account of, and shall be distributed to, the Purchasers and the Banks, as the case may be, entitled thereto ratably in accordance with their respective interests in such overdue amount and shall be paid by the Collection Agent free and clear of and without deduction for any taxes of any kind whatsoever.
(g) The Collection Agent's authorization under this Agreement shall terminate, after the Facility Termination Date and Commitment Termination Date, upon receipt by each Purchaser and each Bank which has purchased a Receivable Interest of the “Collection Agent” set forth allocable Capital and Yield and upon payment in this Agreement with respect full of all other amounts payable to the Transferred ReceivablesAgent, each Purchaser, each Bank and the Collection Agent under this Agreement.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Northeast Utilities System)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser hereby appoints the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership and other rights in the Transferred Receivables, the Related Security and the Collections with respect thereto. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of the Purchaser and its assignees.
(b) On Prior to the 15th day 10th Business Day of each month (or, if such day is not a Business Day, on the next succeeding Business Day)Fiscal Month, the Collection Agent shall prepare and forward to the Purchaser (i) a Seller Report Monthly Report, relating to all then outstanding Transferred Receivables, and the Receivables outstanding Related Security and Collections with respect thereto, in each case, as of the close of business of the Collection Agent on the last day of the immediately preceding monthFiscal Month, and (ii) if requested by the Purchaser, a listing by Obligor of all Transferred Receivables, together with an aging report of such Transferred Receivables.
(c) So long as any Event of Termination or Incipient Event of Termination shall have occurred and be continuing, and if the Purchaser (or its assignee) shall so request, on or prior to the second Business Day of each week, the Collection Agent shall prepare and forward to the Purchaser or such assignee a Weekly Report, relating to all then outstanding Transferred Receivables, and the Related Security and Collections with respect thereto, in each case, as of the close of business of the Collection Agent on the last day of the immediately preceding week.
(d) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Companythe Seller, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company the Seller deems appropriate to maximize Collections thereof, or otherwise amend or modify other the terms of any Transferred Receivable.
(de) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(ef) The Collection Agent shall as soon as practicable following receipt turn over to the Seller or any other Person entitled thereto any cash collections or other cash proceeds received with respect to Receivables or other property not constituting Transferred Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it.
(fg) The Collection Agent also shall perform the other obligations of the “"Collection Agent” " set forth in this Agreement with respect to the Transferred Receivables.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (Dal Tile International Inc)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Seller and the Agent hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.01, as agent for themselves and for the Investors and the Banks to enforce its ownership their respective rights and other rights interests in the Transferred Pool Receivables, the Related Security and the Collections with respect theretorelated Contracts. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred such Receivables and shall act in the best interests of the Purchaser Seller, the Investors and its assigneesthe Banks.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the The Collection Agent shall prepare and forward to administer the Purchaser a Seller Report relating to Collections in accordance with the Receivables outstanding on the last day of the immediately preceding monthprocedures described in Section 2.04.
(c) If no Event of Termination Termination, or Incipient Event of Termination shall have occurred and be continuing, IR CompanyFerro, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company Ferro deems appropriate to maximize Collections thereof, or otherwise amend or modify other the terms of any Transferred Receivable, provided that the classification of any such Receivable as a Defaulted Receivable shall not be affected by any such extension.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser each Investor and Bank, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Pool Receivables. The Collection Agent shall xxxx the Seller’s master data processing records evidencing Pool Receivables and, at the written request of the Agent following the occurrence of an Event of Termination, a Non-Investment Grade Event (other than the 2005 Downgrade Event and the 2006 Downgrade Events), or an Incipient Event of Termination, each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Agent, evidencing that Receivable Interests therein have been sold.
(e) The Collection Agent shall shall, as soon as practicable following receipt receipt, turn over to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Pool Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform shall, from time to time at the other obligations request of the Agent, furnish to the Agent (promptly after any such request) a calculation of the amounts set aside for the Investors and the Banks pursuant to Section 2.04.
(g) Prior to the tenth Business Day of each month, the Collection Agent shall prepare and forward to the Agent a Monthly Report relating to the Receivable Interests outstanding on the last day of the immediately preceding month. At the request of the Agent, the Collection Agent shall prepare and forward to the Agent reports relating to the Receivable Interests at more frequent intervals. The Collection Agent hereby elects to transmit Seller Reports to the Agent by electronic mail (each, an “E-Mail Seller Report”), provided that (i) the Collection Agent shall (A) make arrangements with VeriSign, Inc. (or another authenticating organization acceptable to the Agent” set forth in ) to enable the Collection Agent to generate digital signatures and (B) safeguard the keys, access codes or other means of generating its digital signature, (ii) each E-Mail Seller Report shall be (A) formatted as the Agent may designate from time to time and shall be digitally signed and (B) sent to the Agent at an electronic mail address designated by the Agent, and (iii) the Agent (A) shall be authorized to rely upon such E-Mail Seller Report for purposes of this Agreement with respect to the Transferred Receivablessame extent as if the contents thereof had been otherwise delivered to the Agent in accordance with the terms of this Agreement and (B) may, upon notice in writing to the Collection Agent and the Seller, terminate the right of the Collection Agent to transmit E-Mail Seller Reports.
(h) If a Non-Investment Grade Event (but no BB Downgrade Event other than the 2005 Downgrade Event or the 2006 Downgrade Events) shall have occurred and be continuing, on or prior to the close of business on the second Business Day of each Week, the Collection Agent shall prepare and forward to the Agent a Weekly Report which shall contain information related to the Receivables current as of the close of business on the last Business Day of the preceding Week. If a BB Downgrade Event (other than the 2005 Downgrade Event or the 2006 Downgrade Events) shall have occurred and be continuing, by no later than 11:00 A.M. (New York City time) on each Business Day, the Collection Agent shall prepare and forward to the Agent a Daily Report which shall contain information relating to the Receivables current as of the close of business on the immediately prior Business Day.
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulationsregulations (including, without limitation, all CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations), with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Transferor, the Agent, the Administrative Agents and the Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.1 hereof, as agent to enforce its ownership respective rights and other rights interests in and under the Affected Assets. To the extent permitted by applicable law, the Transferor hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferred ReceivablesTransferor's and/or any Originating Entity's name and on behalf of the Transferor necessary or desirable, in the Related Security and reasonable determination of the Collections with respect thereto. In performing its duties as Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor's and/or any Originating Entity's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Transferor represents and warrants that the foregoing power of attorney, in the case of any Originating Entity, has been duly granted to the Transferor under the Receivables Purchase Agreement and the Transferor is authorized under the Receivables Purchase Agreement, to the extent permitted by applicable law, to authorize the Collection Agent shall hereunder to exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of the Purchaser and its assignees.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the power. The Collection Agent shall prepare and forward to set aside for the Purchaser a Seller Report relating to the Receivables outstanding on the last day account of the immediately preceding month.
Transferor and the Agent (cfor the benefit of the Investors) If their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to each Administrative Agent's account such Administrative Agent's allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, Agent may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Defaulted Receivable as IR Company deems the Collection Agent may determine to be appropriate to maximize Collections thereof; PROVIDED, HOWEVER, that such extension or otherwise amend or modify other terms adjustment shall not alter the status of any Transferred such Receivable as a Defaulted Receivable.
(d) . The Seller Transferor shall deliver to the Collection Agent, Agent and the Collection Agent shall hold in trust for the Seller Transferor, and the Purchaser Agent, on behalf of the Investors, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) Records which evidence or relate to Transferred ReceivablesReceivables or Related Security. Notwithstanding anything to the contrary contained herein, the Agent shall have the absolute and unlimited right to direct the Collection Agent (whether the Collection Agent is NMC or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Agent, any Administrative Agent or any of the Investors a party to any litigation without the prior written consent of such Person.
(eb) The Collection Agent shall shall, as soon as practicable following receipt thereof, turn over to the Seller Transferor any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller of any indebtedness of any Person which is not on account of a Receivable. If the Collection Agent is not NMC or an Affiliate thereof, the Collection Agent, all by giving three Business Days' prior written notice to the Agent, may revise the percentage used to calculate the Servicing Fee so long as the revised percentage will not result in a Servicing Fee that exceeds 110% of the reasonable and appropriate out-of-of pocket costs and expenses of such Collection Agent incurred in connection with the performance of its obligations hereunder as documented to the reasonable satisfaction of each Administrative Agent, PROVIDED, HOWEVER, that at any time after the Percentage Factor equals or exceeds 98%, any compensation to the Collection Agent in excess of servicingthe Servicing Fee initially provided for herein shall be an obligation of the Transferor and shall not be payable, collecting in whole or in part, from the Collections allocated to or for the benefit of any of the Investors hereunder. The Collection Agent, if other than NMC, shall as soon as practicable upon demand, deliver to the Transferor all Records in its possession which evidence or relate to indebtedness of an Obligor which is not a Receivable.
(c) On or before 90 days after the end of each fiscal year of the Collection Agent, beginning with the fiscal year ending December 31, 1997, the Collection Agent shall cause a firm of independent public accountants (who may also render other services to the Collection Agent, the Transferor, the Seller or any Affiliates of any of the foregoing), the Business Credit Field Exam Group of Bank of America, N.A. or such other Person as may be approved by each Administrative Agent, to furnish a report to each Administrative Agent to the effect that they have (any of the foregoing being an "Auditor"): (i) compared the information contained in the Investor Reports delivered during such fiscal year then ended with the information contained in the Contracts and administering the Collection Agent's records and computer systems for such period, and that, on the basis of such examination and comparison, such Auditor is of the opinion that the information contained in the Investor Reports reconciles with the information contained in the Contracts and the Collection Agent's records and computer system and that the servicing of the Receivables to has been conducted in compliance with this Agreement, (ii) confirmed the extent not covered Net Receivables Balance as of the end of each Tranche Period during such fiscal year, and (iii) verified that the Receivables treated by the Collection Agent Fee received by itas Eligible Receivables in fact satisfied the requirements of the definition thereof contained herein except, in each case, for (a) such exceptions as such Auditor shall believe to be immaterial (which exceptions need not be enumerated) and (b) such other exceptions as shall be set forth in such statement.
(fd) The Collection Agent also shall perform Notwithstanding anything to the other obligations of contrary contained in this Article VI, the “Collection Agent” set forth , if not the Transferor or NMC, shall have no obligation to collect, enforce or take any other action described in this Agreement Article VI with respect to any indebtedness that is not included in the Transferred ReceivablesInterest other than to deliver to the Transferor the collections and documents with respect to any such indebtedness as described in Section 6.2 (b) hereof.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care Holdings Inc /Ny/)
Duties of Collection Agent. (a) The Collection Agent -------------------------- shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Transferor and the Agent hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.014.01, as agent for themselves and for the Transferees to enforce its ownership their respective rights and other rights interests in the Transferred Receivables, the Related Security and the Collections with respect theretorelated Contracts. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred such Receivables and shall act in the best interests of the Purchaser Transferor and its assigneesthe Transferees.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the The Collection Agent shall prepare and forward to administer the Purchaser a Seller Report relating to Collections in accordance with the Receivables outstanding on the last day of the immediately preceding monthprocedures described in Section 1.03.
(c) If no Special Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Companythe Originator, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company the Originator deems appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller Transferor and the Purchaser each Transferee, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(e) The Collection Agent shall shall, as soon as practicable following receipt receipt, turn over to the Seller Transferor any cash collections or other cash proceeds received with respect to Receivables receivables not constituting Transferred Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables transferred to the extent not covered by Transferees pursuant to the Collection Agent Fee received by itAgreement constituting Receivables.
(f) The Collection Agent also shall perform shall, from time to time at the other obligations request of the “Collection Agent” set forth in this Agreement with respect , furnish to the Transferred ReceivablesAgent (promptly after any such request) a calculation of the amounts set aside for the Agent and the Transferees pursuant to Section 1.03.
(g) Prior to the 15th calendar day of each month, the Collection Agent shall prepare and forward to the Agent a Transferor Report relating to the Receivables outstanding on the last day of the immediately preceding month.
Appears in 1 contract
Samples: Receivables Transfer Agreement (Alco Standard Corp)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Seller, the Administrative Agent and the Purchaser Agents hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.014.01, as agent for themselves and for the Investors and the Banks to enforce its ownership their respective rights and other rights interests in the Transferred Receivables, Pool Receivables and the Related Security and the Collections with respect theretoSecurity. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred such Receivables and shall act in the best interests of the Seller, the Administrative Agent, each Purchaser Agent, the Investors and its assigneesthe Banks.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the The Collection Agent shall prepare administer the Collections in accordance with the procedures described in Section 1.04 and forward to shall perform the Purchaser a Seller Report relating to the Receivables outstanding on the last day other obligations of the immediately preceding month“Collection Agent” set forth in this Agreement.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR CompanyUnited Rentals, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance or otherwise modify the payment terms of any Transferred Receivable as IR Company it deems appropriate to maximize Collections thereof; provided that such modification shall not (i) alter the status of the Pool Receivable as a Delinquent Receivable or Defaulted Receivable, or otherwise amend (ii) limit the rights of the Administrative Agent, Purchaser Agents, Banks or modify other terms of any Transferred ReceivableInvestors.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser each Investor and Bank, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which that evidence or relate to Transferred Pool Receivables.
(e) The Collection Agent shall shall, as soon as practicable following receipt receipt, turn over to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Pool Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform shall, from time to time at the other obligations request of the “Collection Administrative Agent or any Purchaser Agent” set forth in this Agreement with respect , furnish to the Transferred ReceivablesAdministrative Agent or such Purchaser Agent (promptly after any such request) a calculation of the amounts set aside for the Investors and the Banks pursuant to Section 1.04(b).
(g) On or before the twelfth Business Day of each month, the Collection Agent shall prepare and forward to the Administrative Agent and each Purchaser Agent a Monthly Report relating to the Receivable Interests outstanding on the last day of the immediately preceding month. On or before the first Business Day of each week, the Collection Agent shall prepare and forward to the Administrative Agent and each Purchaser Agent a Weekly Report as of the last Business Day of the previous week; provided that no Weekly Report is due if Capital is equal to zero; provided further that a Weekly Report shall be provided to the Administrative Agent before Capital can be increased from zero. On any Business Day during During the continuation of any Daily Report Trigger Event, within five (5) Business Days following a request by the Administrative Agent or the Required Purchaser Agents, the Collection Agent shall prepare and forward to the Administrative Agent and each Purchaser Agent a Daily Report as of the previous Business Day immediately preceding the date of such request; provided that no Daily Report is due if Capital is equal to zero; provided further that a Daily Report shall be provided to the Administrative Agent and each Purchaser Agent before Capital can be increased from zero during the continuation of a Daily Report Trigger Event.
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent shall take take, or cause to be taken taken, all such actions as may be action necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with this Agreement, the Credit and Collection Policy and all applicable laws, rules and regulationsregulations using the skill and attention the Collection Agent exercises in collecting other receivables or obligations owed solely to it. The Collection Agent shall, with reasonable care and diligence, and in accordance with herewith, set aside all Collections to which a Purchaser is entitled. If so instructed by the Credit and Collection Policy. The appropriate Purchaser hereby appoints the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership after the occurrence and other rights in during the Transferred Receivables, the Related Security and the Collections with respect thereto. In performing its duties as continuance of a Collection AgentAgent Replacement Event or a Termination Event, the Collection Agent shall exercise transfer to the same care appropriate Purchaser Agent the amount of Collections to which the appropriate Purchaser Group is entitled by the Business Day following receipt. Each party hereto hereby appoints the Collection Agent to enforce such Person's rights and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act interests in the best interests Receivables, but (notwithstanding any other provision in any Transaction Document) the Agent, upon the direction of the Purchaser Instructing Group, shall at all times after the occurrence and its assigneesduring the continuance of a Collection Agent Replacement Event or a Termination Event have the sole right to direct the Collection Agent to commence or settle any legal action to enforce collection of any Receivable.
(b) On If no Termination Event exists and the 15th day of each month (or, if Collection Agent determines that such day action is not a Business Day, on appropriate in order to maximize the next succeeding Business Day)Collections, the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance outstanding balance of any Transferred Receivable. Any such extension or adjustment shall not alter the status of a Receivable as IR Company deems appropriate to maximize Collections thereofa Defaulted Receivable or Delinquent Receivable or limit any rights of the Agent, any Purchaser Agent or otherwise amend the Purchasers hereunder. If a Termination Event exists, the Collection Agent may make such extensions or modify other terms adjustments only with the prior consent of any Transferred Receivablethe Instructing Group.
(dc) The Seller shall deliver to the Collection AgentIf no Termination Event exists, and the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(e) The Collection Agent shall as soon as practicable following receipt turn over to the Seller (i) any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivablespercentage of Collections in excess of the Sold Interest, less, in the event the Seller is not the Collection Agent, less all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of for servicing, collecting and administering the Receivables and (ii) subject to Section 1.5(d), the collections and records for any indebtedness owed to the extent Seller that is not covered by a Receivable. The Collection Agent shall have no obligation to remit any such funds or records to the Seller until the Collection Agent Fee received by it.
receives evidence (fsatisfactory to the Agent) that the Seller is entitled to such items. The Collection Agent also shall perform has no obligations concerning indebtedness that is not a Receivable other than to deliver the other obligations of the “Collection Agent” set forth in this Agreement with respect collections and records for such indebtedness to the Transferred ReceivablesSeller when required by this Section 3.2(c).
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the applicable Credit and Collection Policy. The Purchaser Seller and the Agent hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.01, as agent for themselves and for the Investors and the Banks to enforce its ownership their respective rights and other rights interests in the Transferred Pool Receivables, the Related Security and the Collections with respect theretorelated Contracts. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred such Receivables and shall act in the best interests of the Purchaser Seller, the Investors and its assigneesthe Banks.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the The Collection Agent shall prepare and forward to administer the Purchaser a Seller Report relating to Collections in accordance with the Receivables outstanding on the last day of the immediately preceding monthprocedures described in Section 2.04.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Companythe Parent or any Affiliate thereof, while it is the Collection Agent, may, in accordance with the Credit and Collection PolicyPolicy of the applicable Originator, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company the Parent or such Affiliate deems appropriate to maximize Collections thereof, or otherwise amend amend, modify or modify other waive the terms of any Transferred Receivable, provided that the classification of any such Receivable as a Delinquent Receivable or Defaulted Receivable shall not be affected by any such extension.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser each Investor and Bank, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Pool Receivables. The Collection Agent shall cause the master data processing records evidencing the Pool Receivables to be marked to indicate that Receivable Interests therein have been sold in accordance with this Agreement.
(e) The Collection Agent shall shall, as soon as practicable following receipt receipt, turn over to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Pool Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform shall, from time to time at the other obligations request of the “Collection Agent” set forth in this Agreement with respect Agent during the continuance of an Event of Termination or Incipient Event of Termination, furnish to the Transferred Receivables51 57 Agent (promptly after any such request) a calculation of the amounts set aside for the Investors and the Banks pursuant to Section 2.04.
(g) Prior to the 10th Business Day of each month, the Collection Agent shall prepare and forward to the Agent a Seller Report relating to the Receivable Interests outstanding on the last day of the immediately preceding month.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Centex Construction Products Inc)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, time all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the applicable Credit and Collection Policy. The Purchaser Each of the Transferor, the CP Conduit Purchasers, the Committed Purchasers, the Funding Agents and the Administrative Agent, hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.01 hereof, as agent to enforce its ownership respective rights and other rights interests in and under the Transferred ReceivablesReceivables and Related Security, the Related Security Collections and the Collections Proceeds with respect thereto. In performing its duties as Collection AgentTo the extent permitted by applicable law, the Transferor hereby grants to any Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act appointed hereunder an irrevocable power of attorney to take in the best interests Transferor's name and on behalf of the Purchaser Transferor any and its assignees.
(b) On all steps necessary or desirable, in the 15th day reasonable determination of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, mayto collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall set aside for the account of the Transferor, the CP Conduit Purchasers and the Committed Purchasers their respective allocable shares of the Collections of Receivables in accordance with the Credit Sections 2.05 and 2.06 hereof. The Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company deems appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable.
(d) The Seller Agent shall deliver segregate and deposit to the Collection AgentAccount each CP Conduit Purchaser's and each Committed Purchaser's allocable share of Collections of Receivables when required pursuant to Article II hereof. The Collection Agent shall, and shall cause the Collection Agent shall Sellers to, hold in trust for the Seller Transferor, the CP Conduit Purchasers, the Committed Purchasers, the Funding Agents and the Purchaser Administrative Agent, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) Records which evidence or relate to Transferred Receivables, Related Security or Collections. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Collection Agent (whether the Collection Agent is Tyson or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Administrative Agent, any of the CP Conduit Purchasers, any of the Funding Agents or any of the Committed Purchasers a party to any litigation without the prior written consent of such Person.
(eb) The Collection Agent shall shall, as soon as practicable following receipt turn over thereof, segregate any funds deposited in a Lockbox Account or otherwise commingled and not attributable to a Receivable within one (1) Business Day of receipt thereof and remit such funds to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in appropriate Person. If the event the Seller Collection Agent is not the Transferor, Tyson, any Seller or an Affiliate of the Transferor or the Sellers, the Collection Agent, by giving three (3) Business Days' prior written notice to the Administrative Agent and each Funding Agent, may revise the Servicing Fee; provided that such revised Servicing Fee shall be a reasonable fee agreed upon by the Collection Agent, the Administrative Agent and each Funding Agent reflecting rates and terms prevailing at such time as would be negotiated on an arm's-length basis. The Collection Agent, if other than the Transferor, Tyson, any Seller or an Affiliate of the Transferor or the Sellers, shall as soon as practicable upon demand, deliver to the applicable Seller all reasonable and appropriate outRecords in its possession which evidence or relate to indebtedness of an Obligor which is not a Receivable.
(c) On or before ninety-of-pocket costs and expenses five (95) days after the end of each fiscal year of the Collection Agent of servicingAgent, collecting and administering beginning with the Receivables to the extent not covered by fiscal year ending September 28, 2002, the Collection Agent Fee received by it.shall cause a firm of nationally recognized independent public accountants reasonably acceptable to the Administrative Agent (who may also render other services to the Collection Agent, the Transferor, the Sellers or any Affiliates of any of the foregoing), at the expense of the Transferor, to furnish a report to the Administrative Agent and the Transferor to the effect that they have:
(fi) The selected at least one Settlement Statement for each fiscal quarter delivered during the fiscal year then ended and verified that the amounts presented on such Settlement Statement relating to sales, total dilution, net sales, collections, promotional allowances, net write-offs, concentrations and aging of Receivables agreed with the information provided to the Collection Agent also shall perform by each Seller;
(ii) verified that the other obligations amounts presented on each Seller's reports to the Collection Agent for the periods selected in (i) above relating to sales, total dilution, net sales, collections, promotional allowances, net write-offs, concentrations and aging of Receivables agreed with the “information contained within such Seller's underlying accounting records for such Settlement Period;
(iii) During a Downgrade Condition, selected at least one Weekly Report for each fiscal quarter (during which a Downgrade Condition had occurred or was continuing) delivered during the fiscal year then ended and verified that the amounts presented on such Weekly Report relating to sales, collections, concentrations and aging of Receivables agreed with the information provided to the Collection Agent” set forth Agent by each Seller;
(iv) verified that the amounts presented on each Seller's reports to the Collection Agent for the periods selected in this Agreement clause (iii) above relating to sales, collections, concentrations and aging of Receivables agreed with the information contained within such Seller's underlying accounting records for such period;
(v) recalculated the Net Receivables Balance from the Settlement Statements and Weekly Reports (if any) selected in clauses (i) and (iii) above and agreed as to the mathematical accuracy thereof;
(vi) with respect to the Transferred Settlement Statements selected in clause (i) above, selected a random sample of at least 100 credit memos issued for operational claims and promotional allowances and verified that such items agreed with the information contained in such Seller's accounting records;
(vii) with respect to the Settlement Statements selected in clause (i) above, selected a random sample of at least 50 Receivables in the aggregate for all Sellers and verified that such Receivables satisfied the requirements of clauses (3), (4) and (8) of the definition of "Eligible Receivables";
(viii) with respect to Settlement Statements from two fiscal quarters selected in clause (i) above, conducted a "negative confirmation" or other alternative procedures of a random sample of at least 50 Receivables in the aggregate for all Sellers (which may be the same Receivables selected in clause (vii) above) and verified that each Seller's records and computer system used in servicing the Receivables contained correct information with regard to outstanding balances;
(ix) with respect to each Settlement Statement from two fiscal quarters selected in clause (i) above, selected a random sample of at least 50 Receivables in the aggregate for all Sellers (which may be the same Receivables selected in clause (vii) above) and verified that such Receivables were included in the proper aging category on such Settlement Statement based on the dates listed on the original invoices for such Receivables; and
(x) such other reasonable procedures identified by the Funding Agents and for which notice of such additional procedures shall have been given to the Collection Agent no later than 30 days after the end of such fiscal year. except, in each case for (1) such exceptions as such firm shall believe to be immaterial (which exceptions need not be enumerated) and (2) such other exceptions as shall be set forth in such statement.
(d) On or before sixty (60) days after the Closing Date, the Collection Agent shall cause a firm of nationally recognized independent public accountants reasonably acceptable to the Administrative Agent (who may also render services to the Collection Agent, the Transferor, the Sellers or any Affiliate of any of the foregoing), at the expense of the Transferor, to furnish a report to the Administrative Agent and the Transferor to the effect that for each fiscal quarter during the fiscal year ending September 29, 2001, they have: (i) verified that the amounts presented on each Seller's report to the Collection Agent for each of the months ended December 2000, March 2001, June 2001 and September 2001 relating to sales, total dilution, net sales, collections, promotional allowances, write-offs, customer concentrations and aging of Receivables agreed with the information contained within such Seller's accounting records for each applicable Settlement Period;
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Seller, the Administrative Agent and the Purchaser Agents hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.014.01, as agent for themselves and for the Investors and the Banks to enforce its ownership their respective rights and other rights interests in the Transferred Receivables, Pool Receivables and the Related Security and the Collections with respect theretoSecurity. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred such Receivables and shall act in the best interests of the Seller, the Administrative Agent, each Purchaser Agent, the Investors and its assigneesthe Banks.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the The Collection Agent shall prepare administer the Collections in accordance with the procedures described in Section 1.04 and forward to shall perform the Purchaser a Seller Report relating to the Receivables outstanding on the last day other obligations of the immediately preceding month“Collection Agent” set forth in this Agreement.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR CompanyUnited Rentals, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance or otherwise modify the payment terms of any Transferred Receivable as IR Company it deems appropriate to maximize Collections thereof; provided that such modification shall not (i) alter the status of the Pool Receivable as a Delinquent Receivable or Defaulted Receivable, or otherwise amend (ii) limit the rights of the Administrative Agent, Purchaser Agents, Banks or modify other terms of any Transferred ReceivableInvestors.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser each Investor and Bank, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which that evidence or relate to Transferred Pool Receivables.
(e) The Collection Agent shall shall, as soon as practicable following receipt receipt, turn over to the Seller to whom any cash collections or other cash proceeds is received with respect to Receivables not constituting Transferred Pool Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform shall, from time to time at the other obligations request of the “Collection Administrative Agent or any Purchaser Agent” set forth in this Agreement with respect , furnish to the Transferred ReceivablesAdministrative Agent or such Purchaser Agent (promptly after any such request) a calculation of the amounts set aside for the Investors and the Banks pursuant to Section 1.04(b).
(g) On or before the twelfth Business Day of each month, the Collection Agent shall prepare and forward to the Administrative Agent and each Purchaser Agent a Monthly Report relating to the Receivable Interests outstanding on the last day of the immediately preceding month. On or before the first Business Day of each week, the Collection Agent shall prepare and forward to the Administrative Agent and each Purchaser Agent a Weekly Report as of the last Business Day of the previous week; provided that no Weekly Report is due if Capital is equal to zero; provided further that a Weekly Report shall be provided to the Administrative Agent before Capital can be increased from zero. On any Business Day during the continuation of any Daily Report Trigger Event, the Collection Agent shall prepare and forward to the Administrative Agent and each Purchaser Agent a Daily Report as of the previous Business Day; provided that no Daily Report is due if Capital is equal to zero; provided further that a Daily Report shall be provided to the Administrative Agent and each Purchaser Agent before Capital can be increased from zero during the continuation of a Daily Report Trigger Event.
Appears in 1 contract
Samples: Receivables Purchase Agreement (United Rentals Inc /De)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Debtor, the Company, each Bank Investor and the Insurer hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.1, as agent to enforce its ownership respective rights and other rights interests in and under the Transferred Receivables, the Related Security and the Collections with respect theretoContracts. In performing its duties as Collection Agent, the The Collection Agent shall exercise remit daily, within two (2) Business Days of receipt, to the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of the Purchaser and its assignees.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the Collection Account all Collections received with respect to any Receivables. The Collection Agent shall prepare segregate and forward deposit to the Purchaser a Seller Report relating Agent's, the Company's, the Bank Investor's or the Insurer's account, as applicable, such Person's allocable share of Collections of Receivables when required pursuant to the Receivables outstanding on the last day of the immediately preceding month.
(c) If Article II hereof. So long as no Termination Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, Agent may, unless otherwise required by law, in accordance accor dance with the Credit and Collection Policy, extend the maturity or adjust of Receivables as the Outstanding Balance of any Transferred Receivable as IR Company deems Collection Agent may determine to be appropriate to maximize Collections thereof. The Debtor shall hold in trust for the Secured Parties in accordance with their security interest, all Records which evidence or otherwise amend relate to Receivables or modify other terms Related Security. In the event that a successor Collection Agent is appointed by the Com pany, upon the direction or with the consent of any Transferred Receivable.
(d) The Seller the Insurer, the Debtor shall deliver to the Collection Agent, Agent and the Collection Agent shall hold in trust for the Seller Debtor and the Purchaser Secured Parties in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) Records which evidence or relate to Transferred ReceivablesReceivables or Related Security. Notwithstanding anything to the contrary contained herein, the Collateral Agent shall have the absolute and unlimited right to direct the Collection Agent (whether the Collection Agent is the Debtor or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security.
(eb) The Collection Agent shall shall, as soon as practicable following receipt thereof, turn over to the Seller Debtor any cash collections of any indebtedness of any Obligor which is not a Receivable. If UAC or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller any affiliate thereof is not the Collection Agent, all the Collection Agent, by giving three (3) Business Days' prior written notice to the Collateral Agent, the Agent and the Insurer, may revise the percentage used to calculate the Servicing Fee so long as the revised percentage will not result in a Servicing Fee that exceeds 110% of the reasonable and appropriate out-of-pocket costs and expenses of such Collection Agent incurred in connection with the performance of its obligations hereunder as documented to the reasonable satisfaction of the Collateral Agent, the Agent and the Insurer. The Collection Agent, if other than the Debtor, shall as soon as practicable upon demand, deliver to the Debtor all Records in its possession which evidence or relate to indebtedness of an Obligor which is not a Receivable. 66
(c) On or before ninety (90) days after the end of each fiscal year of the Collection Agent, beginning with the fiscal year ending June 30, 1999, the Collection Agent shall cause a firm of servicing, collecting and administering the Receivables independent public accountants (who may also render other services to the extent not covered Collection Agent or the Debtor) to furnish a report on applying agreed upon procedures to the Collateral Agent to the effect that they have (i) compared the information contained in the Settlement Statements and Withdrawal Notices delivered during such fiscal year, based on a sample size provided by the Agent, with the information contained in the Contracts and the Collection Agent's records and computer systems for such period, (ii) verified the Net Receivables Balance as of the end of each Settlement Period during such fiscal year, and (iii) verified that a sample of Receivables treated by the Collection Agent Fee received by itas Eligible Receivables in fact satisfied the requirements of the definition thereof contained herein, and (iv) conducted a 'negative confirmation' of a sample of the Receivables and verified that the Collection Agent's records and computer system used in servicing the Receivables contained correct information with regard to due dates and outstanding balances, except, in each case for (a) such exceptions as such firm shall believe to be immaterial (which exceptions need not be enumerated) and (b) such other exceptions as shall be set forth in such report.
(fd) The Collection Agent also shall perform Notwithstanding anything to the other obligations of contrary contained in this Article VI, the “Collection Agent” set forth , if not the Debtor, shall have no obligation to collect, enforce or take any other action described in this Agreement Article VI with respect to any Receivable that is not included in the Transferred ReceivablesCollateral other than to deliver to the Debtor the Collections and documents with respect to any such Receivable as described in Section 6.2(b).
(e) In the event that a Take-Out does not occur at least once in any period of sixteen (16) consecutive calendar weeks, the Collateral Agent, the Company or the Insurer shall have the right to conduct (or to cause its accoun tants or other third parties to conduct) an audit of the Collection Agent's records (including all Records and Contracts) and servicing, reporting and collection procedures.
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Transferor, the Company, the Agent and the Bank Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.016.1 hereof, as agent to enforce its ownership respective rights and other rights interests in and under the Affected Assets. To the extent permitted by applicable law, each of the Transferor and the Seller (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferred ReceivablesTransferor's and/or the Seller's name and on behalf of the Transferor or the Seller necessary or desirable, in the Related Security and reasonable determination of the Collections with respect thereto. In performing its duties as Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor's and/or the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall exercise set aside for the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests account of the Purchaser Transferor and its assignees.
(b) On the 15th day Agent their respective allocable shares of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall prepare segregate and forward deposit to the Purchaser a Seller Report relating Agent's account the Agent's allocable share of Collections of Receivables when required pursuant to the Receivables outstanding on the last day of the immediately preceding month.
(c) If Article II hereof. So long as no Termination Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, Agent may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond sixty (60) days past the original due date of such Receivables, and extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company deems the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or otherwise amend adjustment shall not alter the status of such Receivable as a Delinquent Receivable or modify other terms of any Transferred a Defaulted Receivable.
(d) . The Seller Transferor shall deliver to the Collection Agent, Agent and the Collection Agent shall hold in trust for the Seller Transferor and the Purchaser Agent, on behalf of the Company and the Bank Investors, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) Records which evidence or relate to Transferred ReceivablesReceivables or Related Security. Notwithstanding anything to the contrary contained herein, at any time during the existence of a Termination Event, the Agent shall have the absolute and unlimited right to direct the Collection Agent (whether the Collection Agent is the Seller or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Agent, the Company or any of the Bank Investors a party to any litigation without the prior written consent of such Person.
(eb) The Collection Agent shall shall, as soon as practicable following receipt thereof, turn over to the Seller Transferor any cash collections of any indebtedness of any Person which is not on account of a Receivable. If the Collection Agent is not the Transferor or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller is not or an Affiliate of the Transferor or the Seller, the Collection Agent, all by giving three (3) Business Days' prior written notice to the Agent, may revise the percentage used to calculate the Servicing Fee so long as the revised percentage will not result in a Servicing Fee that exceeds 110% of the reasonable and appropriate out-of-pocket costs and expenses of such Collection Agent incurred in connection with the performance of its obligations hereunder as documented to the reasonable satisfaction of the Agent, provided, however, that at any time after the Percentage Factor equals or exceeds 100%, any compensation to the Collection Agent in excess of servicingthe Servicing Fee initially provided for herein shall be an obligation of the Transferor and shall not be payable, collecting in whole or in part, from Collections allocated to the Company or the Bank Investors, as applicable. The Collection Agent, if other than the Transferor or the Seller or an Affiliate of the Transferor or the Seller, shall as soon as practicable upon demand, deliver to the Seller all Records in its possession which evidence or relate to indebtedness of an Obligor which is not a Receivable.
(c) On or before 90 days after the end of each fiscal year of the Collection Agent, beginning with the fiscal year ending January 2, 1999, the Collection Agent shall cause a firm of independent public accountants (who may also render other services to the Collection Agent, the Transferor, the Seller or any Affiliates of any of the foregoing) to furnish a report to the Agent to the effect that they have (i) compared the information contained in the Investor Reports delivered during such fiscal year then ended with the information contained in the Contracts and administering the Collection Agent's records and computer systems for such period, and that, on the basis of such examination and comparison, such firm is of the opinion that the information contained in the Investor Reports reconciles with the information contained in the Contracts and the Collection Agent's records and computer system and that the servicing of the Receivables to has been conducted in compliance with this Agreement, (ii) confirmed the extent not covered Net Receivables Balance as of the end of each Fiscal Month during such fiscal year, and (iii) verified that the Receivables treated by the Collection Agent Fee received by itas Eligible Receivables in fact satisfied the requirements of the definition thereof contained herein, except, in each case for (a) such exceptions as such firm shall believe to be immaterial (which exceptions need not be enumerated) and (b) such other exceptions as shall be set forth in such statement.
(fd) The Notwithstanding anything to the contrary contained in this Article VI, the Collection Agent also shall perform Agent, if not the other obligations Transferor, the Seller or any Affiliate of the “Collection Agent” set forth Transferor or the Seller, shall have no obligation to collect, enforce or take any other action described in this Agreement Article VI with respect to any indebtedness that is not included in the Transferred ReceivablesInterest other than to deliver to the Transferor the collections and documents with respect to any such indebtedness as described in Section 6.2(b) hereof. Nothing contained in this Agreement, however, shall prohibit the Seller or the Transferor (as applicable) from pursuing independent legal action to collect such indebtedness not part of the Transferred Interest.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Shaw Industries Inc)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Seller, the Program Agent, the Investor Agents, the Banks and the Investors hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.01, as agent for themselves, the Investors and the Banks to enforce its ownership their respective rights and other rights interests in the Transferred Pool Receivables, the Related Security and the Collections with respect thereto. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred such Receivables and shall act in the best interests of the Purchaser Seller, the Investors, the Banks, the Investor Agents and its assigneesthe Program Agent.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the The Collection Agent shall prepare and forward to administer the Purchaser a Seller Report relating to Collections in accordance with the Receivables outstanding on the last day of the immediately preceding monthprocedures described in Section 2.04.
(c) If no Event of Termination or Incipient Bankruptcy Event of Termination shall have occurred and be continuing, IR Companythe Parent, while it is the Collection Agent, may, in accordance with the Credit and Collection PolicyPolicy and its sales practices, extend the maturity or 51 adjust the Outstanding Balance of any Transferred Receivable as IR Company the Parent deems appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable, provided that the classification of any such Receivable as a Delinquent Receivable or Defaulted Receivable shall not be affected by any such extension.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser each Investor and Bank, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Pool Receivables. The Collection Agent shall xxxx the Seller's master data processing records evidencing the Pool Receivables with a legend, acceptable to the Program Agent, evidencing that Receivable Interests therein have been sold.
(e) The Collection Agent shall shall, as soon as practicable following receipt receipt, turn over to the Seller Person entitled thereto any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Pool Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform shall, from time to time at the other obligations request of the “Collection Program Agent or any Investor Agent” set forth in this Agreement with respect , furnish to the Transferred ReceivablesProgram Agent and the Investor Agents (promptly after any such request) a calculation of the amounts set aside for the Investors, the Banks and the Investor Agents pursuant to Section 2.04.
(g) (i) On or prior to the 17th day of each calendar month (except in the month of January, in which event, the 27th day), the Collection Agent shall prepare and forward to each Agent a Monthly Report relating to the Receivable Interests outstanding on the last day of the immediately preceding Fiscal Month.
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy.
(b) In the event that and on each Business Day for which the Agent has exercised its right to cash dominion pursuant to Section 2.1(b), the Collection Agent will instruct all Obligors to pay all Collections directly to a Lock-Box or Lock-Box Account and will instruct each Lock-Box Bank to initiate a wire transfer not later than 4:00 p.m. (New York City time) on each Business Day of all available funds in each Lock-Box Account to the account, if any, specified by the Agent. The Purchaser hereby appoints Collection Agent shall effect a Lock-Box Agreement in form and substance reasonably satisfactory to the Agent with each Lock-Box Bank. In the case of any remittances received in any Lock-Box or Lock-Box Account that shall have been identified, to the satisfaction of the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership and not constitute Collections or other rights in proceeds of the Transferred Receivables, Receivables or the Related Security and the Collections with respect thereto. In performing its duties as Collection AgentSecurity, the Collection Agent shall exercise promptly remit such items to the same care and apply Person identified to it as being the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests owner of the Purchaser and its assigneessuch remittances.
(bc) On The Collection Agent shall administer the 15th day Collections in accordance with the procedures described herein and in Article II. The Collection Agent shall set aside and hold in trust for the account of Seller and the Purchasers their respective shares of the Collections (or such funds or other assets arising therefrom) in accordance with Article II. The Collection Agent shall segregate, in a manner acceptable to the Agent, the LC Bank and the Purchasers, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Collection Agent or Seller prior to the remittance thereof in accordance with Article II. In the event that and on each month (or, if such day is not a Business Day, on Day for which the next succeeding Business Day)Agent has requested cash dominion pursuant to Section 2.1, the Collection Agent shall prepare segregate and forward to deposit with a bank designated by the Purchaser a Seller Report relating to the Agent all Collections of Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is Business Day received by the Collection Agent, duly endorsed or with duly executed instruments of transfer.
(d) The Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Transferred Receivable as IR Company deems the Collection Agent determines to be appropriate to maximize Collections thereof; provided, however, that such extension or otherwise amend adjustment shall not alter the status of such Receivable as a Delinquent Receivable, Defaulted Receivable or modify other terms Charged-Off Receivable or limit the rights of any Transferred Receivable.
(d) The Seller shall deliver the Agent, the LC Bank or the Purchasers under this Agreement. Notwithstanding anything to the Collection Agentcontrary contained herein, following the occurrence and during continuation of an Amortization Event, the Agent shall have the absolute and unlimited right to direct the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance to commence or settle any legal action with their respective interests, all documents, instruments and records (including, without limitation, computer tapes respect to any Receivable or disks) which evidence to foreclose upon or relate to Transferred Receivablesrepossess any Related Security.
(e) The Collection Agent shall hold in trust for Seller and the Agent (on behalf of the LC Bank and the Purchasers) all Records that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable upon demand of the Agent, deliver or make available to the Agent all such Records, at a place selected by the Agent. The Collection Agent shall, as soon as practicable following receipt thereof turn over to the Seller any cash collections or other cash proceeds received with respect payable to Receivables Seller not constituting Transferred Collections on Receivables. The Collection Agent shall, lessfrom time to time at the request of any Purchaser, in furnish to the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses Purchasers (promptly after any such request) a calculation of the Collection Agent of servicing, collecting and administering amounts set aside for the Receivables Purchasers pursuant to the extent not covered by the Collection Agent Fee received by itArticle II.
(f) The Any payment by an Obligor in respect of any indebtedness owed by it to an Originator or Seller shall, except as otherwise specified by such Obligor or otherwise required by Contract or law and unless otherwise instructed by the Agent, be applied as a Collection Agent also shall perform of any Receivable of such Obligor (starting with the other obligations of the “Collection Agent” set forth in this Agreement with respect oldest such Receivable) to the Transferred Receivablesextent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.
Appears in 1 contract
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Seller, the Program Agent and the Investor Agents hereby appoints appoint the Collection Agent, from time to time designated pursuant to Section 6.01, as agent for themselves and for the Investors and the Banks to enforce its ownership their respective rights and other rights interests in the Transferred Pool Receivables, the Related Security and the Collections with respect thereto. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred such Receivables and shall act in the best interests of the Purchaser Seller, the Investors, the Banks, the Investor Agents and its assigneesthe Program Agent.
(b) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the The Collection Agent shall prepare and forward to administer the Purchaser a Seller Report relating to Collections in accordance with the Receivables outstanding on the last day of the immediately preceding monthprocedures described in Section 2.04.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company deems appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable, provided that the classification of any such Receivable as a Delinquent Receivable or Defaulted Receivable shall not be affected by any such extension.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the benefit of the Seller and the Purchaser each Investor and Bank, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Pool Receivables. The Collection Agent shall xxxx the Seller’s master data processing records evidencing the Pool Receivables with a legend, acceptable to the Program Agent, evidencing that Receivable Interests therein have been sold.
(e) The Collection Agent shall shall, as soon as practicable following receipt receipt, turn over to the Seller Person entitled thereto any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Pool Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform shall, from time to time at the other obligations request of the “Collection Program Agent or any Investor Agent” set forth in this Agreement with respect , furnish to the Transferred ReceivablesProgram Agent and the Investor Agents (promptly after any such request) a calculation of the amounts set aside for the Investors, the Investor Agents and the Banks pursuant to Section 2.04.
(g) (i) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the Collection Agent shall prepare and forward to the Program Agent and each Investor Agent a Monthly Report relating to the Receivable Interests outstanding on the last day of the immediately preceding month.
Appears in 1 contract
Samples: Receivable Interest Purchase Agreement (Ingersoll Rand Co LTD)
Duties of Collection Agent. (a) The Collection Agent shall take take, or cause to be taken taken, all such actions as may be action necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with this Agreement, the Credit and Collection Policies and all applicable laws, rules and regulationsregulations using the skill and attention the Collection Agent exercises in collecting other receivables or obligations owed solely to it; provided, with reasonable care and diligencehowever, and that the Collection Agent shall not make any changes in its payment instructions to any Obligor without prior notification to the Administrative Agent. The Collection Agent shall, in accordance with herewith, set aside all Collections to which a Lender is entitled. If so instructed by the Credit and Collection Policy. The Purchaser hereby appoints the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership and other rights in the Transferred Receivables, the Related Security and the Collections with respect thereto. In performing its duties as Collection appropriate Lender Agent, the Collection Agent shall exercise transfer to the same care appropriate Lender Agent the amount of Collections to which appropriate Lender entitled by the Business Day following receipt. Each party hereto hereby appoints the Collection Agent to enforce such Person's rights and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act interests in the best interests Receivables, but (notwithstanding any other provision in any Transaction Document) the Administrative Agent (with the consent of the Purchaser Instructing Group or in the case where there are only two Lender Groups and its assigneesneither Lender Group has a majority of the Commitments, either Lender Agent) shall at all times after the occurrence of a Collection Agent Replacement Event have the sole right to direct the Collection Agent to commence or settle any legal action to enforce collection of any Receivable.
(b) On If no Termination Event exists and the 15th day of each month (or, if Collection Agent determines that such day action is not a Business Day, on appropriate in order to maximize the next succeeding Business Day)Collections, the Collection Agent shall prepare and forward to the Purchaser a Seller Report relating to the Receivables outstanding on the last day of the immediately preceding month.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection PolicyPolicies, extend the maturity of any Receivable (but no such extension shall be for a period more than thirty (30) days) or adjust the Outstanding Balance outstanding balance of any Transferred Receivable. Any such extension or adjustment shall not alter the status of a Receivable as IR Company deems appropriate to maximize Collections thereofa Defaulted Receivable or Delinquent Receivable or limit any rights of the Administrative Agent, any Lender Agent or otherwise amend the Lenders hereunder. If a Termination Event exists, the Collection Agent may make such extensions or modify other terms adjustments only with the prior consent of any Transferred Receivablethe Instructing Group.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.
(ec) The Collection Agent shall as soon as practicable following receipt turn over to the Seller any cash collections or other cash proceeds received with respect Borrower (i) all Collections that are not required to Receivables not constituting Transferred Receivablesbe remitted to the Agent (for the benefit of the Lenders) pursuant to the terms of this Agreement, less, in the event the Seller is not the Collection Agent, less all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of for servicing, collecting and administering the Receivables and (ii) subject to Section 1.5(d), the collections and records for any indebtedness owed to the extent Borrower that is not covered by a Receivable. The Collection Agent shall have no obligation to remit any such funds or records to the Borrower until the Collection Agent Fee received by it.
receives evidence (fsatisfactory to the Administrative Agent) that the Borrower is entitled to such items. The Collection Agent also shall perform has no obligations concerning indebtedness that is not a Receivable other than to deliver the other obligations of the “Collection Agent” set forth in this Agreement with respect collections and records for such indebtedness to the Transferred ReceivablesBorrower when required by this Section 3.2(c).
Appears in 1 contract
Samples: Receivables Loan Agreement (Eagle Picher Technologies LLC)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser hereby appoints the Collection Agent, from time to time designated pursuant to Section 6.01, as agent to enforce its ownership and other rights in the Transferred Receivables, the Related Security and the Collections with respect thereto. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests of the Purchaser and its assignees.
(b) On or prior to the 15th day tenth Business Day of each month (or, if such day is not a Business Day, on the next succeeding Business Day)month, the Collection Agent shall prepare and forward to the Purchaser (i) a Seller Report Report, relating to all then outstanding Transferred Receivables, and the Receivables outstanding Related Security and Collections with respect thereto, in each case, as of the close of business of the Collection Agent on the last day of the immediately preceding month, and (ii) if requested by the Purchaser, a listing by Obligor of all Transferred Receivables, together with an aging report of such Transferred Receivables.
(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR CompanyEIS, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Transferred Receivable as IR Company EIS deems appropriate to maximize Collections thereof, or otherwise amend or modify other terms of any Transferred Receivable.
(d) The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller and the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables; provided, however, that such documents or instruments to be held in trust (i) shall not include Contracts or any part or abstract thereof or any confidential information of the Seller or any of its Affiliates, but (ii) shall include sufficient information to enable the Purchase or its assignees or a replacement Collection Agent to administer, collect and enforce the Transferred Receivables.
(e) The Collection Agent shall shall, as soon as practicable following receipt (and, in the case of Third Party Payments, within one Business Day following receipt), turn over to the Seller any cash collections or other cash proceeds received with respect to Third Party Payments and any other Receivables not constituting Transferred Receivables, less, in the event the Seller is not the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not covered by the Collection Agent Fee received by it.
(f) The Collection Agent also shall perform the other obligations of the “Collection Agent” set forth in this Agreement with respect to the Transferred Receivables.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (Electronic Data Systems Corp /De/)
Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions action as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Purchaser Each of the Transferor, the Company, the Agent and the Bank Investors hereby appoints as its agent the Collection Agent, Agent from time to time designated pursuant to Section 6.01, as agent 6.1 hereof to enforce its ownership each of the foregoing's respective rights and other rights interests in and under the Affected Assets. To the extent permitted by applicable law, each of the Transferor and the Sellers (to the extent any such Person is not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferred ReceivablesTransferor's and/or such Seller's name and on behalf of the Transferor or such Seller necessary or desirable, in the Related Security and reasonable determination of the Collections with respect thereto. In performing its duties as Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor's and/or such Seller's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent shall exercise set aside for the same care and apply the same policies as it would exercise and apply if it owned the Transferred Receivables and shall act in the best interests account of the Purchaser Transferor and its assignees.
(bthe Company their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5(a) On the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), the and 2.6 hereof. The Collection Agent shall prepare segregate and forward deposit to the Purchaser a Seller Report relating Agent's account the Company's and/or the Bank Investors' allocable share of Collections of Receivables when required pursuant to the Receivables outstanding on the last day of the immediately preceding month.
Article II hereof. The Collection Agent may (cx) If so long as no Termination Event of Termination or Incipient Event of Termination shall have occurred and be continuing, IR Company, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables, but not beyond thirty (30) days, or adjust the Outstanding Balance of any Transferred Receivable Receivables as IR Company deems the Collection Agent may determine to be appropriate in accordance with the applicable Credit and Collection Policies in order to maximize Collections thereofthereof and (y) with respect to any LEC Receivable, the applicable LEC may adjust or otherwise amend extend the maturities and/or the Outstanding Balances of such Receivables in accordance with, and as permitted pursuant to, the applicable LEC Agreement; provided, however, that, in either case, such extension or modify other terms adjustment shall not alter the status of any Transferred such Receivable as a Delinquent Receivable or a Defaulted Receivable.
(d) . The Seller Transferor shall deliver to the Collection Agent, Agent and the Collection Agent shall hold in trust for the Seller Transferor, the Company, the Agent and the Purchaser Bank Investors, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.with
(eb) The Collection Agent shall shall, as soon as practicable following receipt thereof, turn over to the Seller Transferor any cash collections or other cash proceeds received with respect to Receivables not constituting Transferred Receivables, less, in the event the Seller of any indebtedness of any Person which is not on account of a Receivable. If the Collection Agent is not an Affiliated Entity, then the Collection Agent, all by giving three Business Days' prior written notice to the Agent, may revise the percentage used to calculate the Servicing Fee so long as the revised percentage will not result in a Servicing Fee that exceeds 110% of the reasonable and appropriate out-of-pocket costs and expenses of such Collection Agent incurred in connection with the performance of its obligations hereunder as documented to the reasonable satisfaction of the Agent; provided, however, that at any time after the Coverage Percentage equals or exceeds 100%, any compensation to the Collection Agent in excess of servicingthe Servicing Fee initially provided for herein shall be an obligation of the Transferor and shall not be payable, collecting and administering the Receivables in whole or in part, from Collections allocated to the extent Company or the Bank Investors, as applicable. The Collection Agent, if other than an Affiliated Entity, shall as soon as practicable upon demand, deliver to the applicable Seller all Records in its possession which evidence or relate to indebtedness of an Obligor which is not covered by a Receivable.
(c) On or before 90 days after the end of each Fiscal Year, beginning with the fiscal year ending December 31, 1996, the Collection Agent Fee received shall cause Arthxx Xxxexxxx XXX or any other nationally recognized firm of independent public accountants selected by it.the Transferor and reasonably acceptable to the Agent, to furnish an "Agreed Upon Procedures Report" to the Agent, for the benefit of the Company and the Bank Investors, with such accountant's findings relating to the following procedures: (i) a test of the clerical accuracy of the each of the Investor Reports; (ii) an agreement of the information contained in the Investor Reports delivered during such fiscal year with the supporting detail records, Interim Reports and the related reconciliations; (iii) agree the Net Receivables Balances reported by the Transferor and the Collection Agent in each of the Investor Reports delivered during such fiscal year with the books and records of the Transferor and agree the balances of the applicable account receivables agings categories with the
(fd) The Collection Agent also shall perform Notwithstanding anything to the other obligations of contrary contained in this Article VI, the “Collection Agent” set forth , if other than an Affiliated Entity, shall have no obligation to collect, enforce or take any other action described in this Agreement Article VI with respect to any receivables or other indebtedness that are not Receivables other than to deliver to the Transferred ReceivablesTransferor the collections and documents with respect to any such receivables and other indebtedness as described in Section 6.2(b) hereof.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Lci International Inc /Va/)
