Common use of Excluded Receivables Clause in Contracts

Excluded Receivables. (a) So long as each of the Included Conditions shall be satisfied, the Servicer may, from time to time and at its sole discretion, request that the Specified Obligor cease to be designated as an Excluded Obligor by delivering an Excluded Obligor Request to the Administrator and each Purchaser Agent, which Excluded Obligor Request shall (i) specify that the Specified Obligor shall no longer constitute an Excluded Obligor, (ii) be executed by the Seller, the Servicer and each Originator and (iii) specify the proposed Excluded Obligor Date with respect to the Specified Obligor (which date shall be no less than ten (10) Business Days following the date of such Excluded Obligor Request). For purposes of this Section 13.18, “Included Conditions” means, as of any date of determination, the satisfaction of all of the following conditions on such date: (i) no Amortization Event or Unmatured Amortization Event has occurred and is continuing, or would result from the proposed removal of the Specified Obligor as an Excluded Obligor, (ii) the Servicer has delivered to the Administrator a favorable UCC lien search with respect to each Originator in its respective jurisdiction of organization and such lien searches do not indicate any UCC financing statements that include as the collateral thereof, any Receivables, the Obligor of which is the Specified Obligor or any Affiliate thereof, (iii) the Servicer has delivered to the Administrator a pro forma Settlement Report, in form and substance satisfactory to the Administrator and each Purchaser Agent and prepared after giving effect to the proposed removal of the Specified Obligor as an Excluded Obligor, and (iv) the Servicer has prepared (or caused to be prepared) UCC financing statement amendments (in form and substance satisfactory to the Administrator) with respect to each of the UCC financing statements filed against the Originators in connection with the Transaction Documents, which UCC financing statement amendment cause references to any “Excluded Receivables” to be deleted from the related UCC financing statements (each such UCC financing statement amendment, a “Removing Excluded Receivable UCC Amendment”). (b) So long as (i) as of the Excluded Obligor Date and after giving effect to the removal of the Specified Obligor’s designation as an Excluded Obligor, each of the Included Conditions have been satisfied, (ii) each Removing Excluded Receivable UCC Amendment has been appropriately filed in the applicable jurisdiction and (iii) the Administrator has acknowledged in writing to the removal of the Specified Obligor’s designation as an Excluded Obligor, such acknowledgement to be granted or withheld in the Administrator’s sole discretion, then upon the countersignature by the Administrator of such Excluded Obligor Request, the Specified Obligor shall no longer constitute an Excluded Obligor as of the Excluded Obligor Date. (c) Each of the parties hereto hereby acknowledge and agree that on the Excluded Obligor Date, each Receivable, the Obligor of which is the Specified Obligor, and that was originated on or prior to the Excluded Obligor Date shall be transferred and assigned by the related Originator to the Seller in accordance with the terms and provisions of the Receivables Sale Agreement. <signature pages follow>

Excluded Receivables. (a) So long as each of the Included Conditions shall be satisfied, the Servicer may, from time to time and at its sole discretion, request that the Specified Obligor cease to be designated as an Excluded Obligor by delivering an Excluded Obligor Request Upon ten (10) days’ advance written notice to the Administrator Buyer and each Purchaser AgentAdministrative Agent (as Buyer’s assignee), which a Transferor may designate as Excluded Obligor Request shall Receivables all Originated Receivables (whether outstanding or arising on or after the effectiveness of such designation) relating to any designated Obligor; provided that immediately after giving effect to such designation (i) specify that the Specified Obligor Excluded Receivable Compliance Condition shall no longer constitute an Excluded Obligor, be satisfied and (ii) no Termination Event or Unmatured Termination Event shall exist; provided, further, that no such designation may be executed undertaken by a Transferor for reasons relating to the Sellercredit quality of the related Originated Receivables or in order to manipulate the pool characteristics of the Receivables; and provided, the Servicer and each Originator and (iii) specify the proposed Excluded Obligor Date further that, with respect to the Specified Obligor (which date Obligors designated in the Notice of Excluded Receivables, dated as of November 15, 2013, no additional notice shall be no less than ten (10) Business Days following required to designate as Excluded Receivables all Originated Receivables in respect of such Obligors, including those arising prior to the Cut-off Date immediately preceding the date of such notice. The written notice contemplated by the preceding sentence shall be accompanied by an updated Monthly Report reflecting the exclusion of the Excluded Receivables for such newly designated Obligor Requestoutstanding as of the immediately preceding Cut-off Date. If such designation includes Originated Receivables outstanding prior to the immediately preceding Cut-off Date (and therefore owned by the Buyer), then the Buyer may dispose of any such outstanding Excluded Receivables by sale or dividend to the related Transferor; provided, that any such sale shall be made without representations, warranties, covenants or indemnity. Upon any such disposition, Buyer agrees to execute such instruments of release and authorize the execution of such financing statements and amendments or terminations of existing financing statements as necessary to fully accomplish such release and disposition. For purposes the avoidance of this Section 13.18doubt, “Included Conditions” means, as of any no Excluded Receivables that arise on or after the Cut-off Date prior to the date of determination, the satisfaction of all of the following conditions on such date: (i) no Amortization Event or Unmatured Amortization Event has occurred and is continuing, or would result from the proposed removal of the Specified Obligor as an Excluded Obligor, (ii) the Servicer has delivered notice shall be deemed to have been sold to the Administrator a favorable UCC lien search with respect to each Originator in its respective jurisdiction of organization and such lien searches do not indicate any UCC financing statements that include as the collateral thereof, any Receivables, the Obligor of which is the Specified Obligor or any Affiliate thereof, (iii) the Servicer has delivered to the Administrator a pro forma Settlement Report, in form and substance satisfactory to the Administrator and each Purchaser Agent and prepared after giving effect to the proposed removal of the Specified Obligor as an Excluded Obligor, and (iv) the Servicer has prepared (or caused to be prepared) UCC financing statement amendments (in form and substance satisfactory to the Administrator) with respect to each of the UCC financing statements filed against the Originators in connection with the Transaction Documents, which UCC financing statement amendment cause references to any “Excluded Receivables” to be deleted from the related UCC financing statements (each such UCC financing statement amendment, a “Removing Excluded Receivable UCC Amendment”)Buyer under this Agreement. (b) So long as Upon ten (i10) as of the Excluded Obligor Date and after giving effect days’ advance written notice to the removal Buyer and Administrative Agent (as Buyer’s assignee), a Transferor may reverse the designation of the Specified an Obligor’s designation as an Excluded Obligor, each of the Included Conditions have been satisfied, (ii) each Removing Excluded Receivable UCC Amendment has been appropriately filed in the applicable jurisdiction Receivables and (iii) the Administrator has acknowledged in writing to the removal of the Specified Obligor’s designation as an Excluded Obligor, such acknowledgement to be granted or withheld in the Administrator’s sole discretion, then upon the countersignature by the Administrator effective date of such Excluded Obligor Requestnotice, the Specified Originated Receivables relating to such Obligor shall no longer constitute an be Excluded Obligor as Receivables; provided, however, that, without the written consent of Required Committed Lenders, the outstanding balance of such Obligor’s Excluded Receivables may not exceed 2.5% of the Excluded Obligor Dateaggregate outstanding balance of all Eligible Receivables immediately prior to the effective date of such notice. (c) Each of the parties hereto hereby acknowledge and agree that on the Excluded Obligor Date, each Receivable, the Obligor of which is the Specified Obligor, and that was originated on or prior to the Excluded Obligor Date Schedule B shall be transferred and assigned by updated to reflect the related Originator current list of Obligors whose Originated Receivables are Excluded Receivables pursuant to the Seller in accordance with the terms and provisions of the Receivables Sale Agreement. <signature pages follow>this Section 1.8.

Excluded Receivables. (a) So long as each of the Included Conditions shall be satisfied, the Servicer may, from time to time and at its sole discretion, request that the Specified Obligor cease to be designated as an Excluded Obligor by delivering an Excluded Obligor Request Upon ten (10) days’ advance written notice to the Administrator Buyer and each Purchaser AgentAdministrative Agent (as Buyer’s assignee), which a Transferor may designate as Excluded Obligor Request shall Receivables all Originated Receivables (whether outstanding or arising on or after the effectiveness of such designation) relating to any designated Obligor; provided that immediately after giving effect to such designation (i) specify that the Specified Obligor Excluded Receivable Compliance Condition shall no longer constitute an Excluded Obligor, be satisfied and (ii) no Termination Event or Unmatured Termination Event shall exist; provided, further, that no such designation may be executed undertaken by a Transferor for reasons relating to the Sellercredit quality of the related Originated Receivables or in order to manipulate the pool characteristics of the Receivables; and provided, the Servicer and each Originator and (iii) specify the proposed Excluded Obligor Date further that, with respect to the Specified Obligor (which date Obligors designated in the Notice of Excluded Receivables, dated as of November 15, 2013, no additional notice shall be no less than ten (10) Business Days following required to designate as Excluded Receivables all Originated Receivables in respect of such Obligors, including those arising prior to the Cut-off Date immediately preceding the date of such notice. The written notice contemplated by the preceding sentence shall be accompanied by an updated Monthly Report reflecting the exclusion of the Excluded Receivables for such newly designated Obligor Requestoutstanding as of the immediately preceding Cut-off Date. If such designation includes Originated Receivables outstanding prior to the immediately preceding Cut-off Date (and therefore owned by the Buyer), then the Buyer may dispose of any such outstanding Excluded Receivables by sale or dividend to the related Transferor; provided, that any such sale shall be made without representations, warranties, covenants or indemnity. Upon any such disposition, Xxxxx agrees to execute such instruments of release and authorize the execution of such financing statements and amendments or terminations of existing financing statements as necessary to fully accomplish such release and disposition. For purposes the avoidance of this Section 13.18doubt, “Included Conditions” means, as of any no Excluded Receivables that arise on or after the Cut-off Date prior to the date of determination, the satisfaction of all of the following conditions on such date: (i) no Amortization Event or Unmatured Amortization Event has occurred and is continuing, or would result from the proposed removal of the Specified Obligor as an Excluded Obligor, (ii) the Servicer has delivered notice shall be deemed to have been sold to the Administrator a favorable UCC lien search with respect to each Originator in its respective jurisdiction of organization and such lien searches do not indicate any UCC financing statements that include as the collateral thereof, any Receivables, the Obligor of which is the Specified Obligor or any Affiliate thereof, (iii) the Servicer has delivered to the Administrator a pro forma Settlement Report, in form and substance satisfactory to the Administrator and each Purchaser Agent and prepared after giving effect to the proposed removal of the Specified Obligor as an Excluded Obligor, and (iv) the Servicer has prepared (or caused to be prepared) UCC financing statement amendments (in form and substance satisfactory to the Administrator) with respect to each of the UCC financing statements filed against the Originators in connection with the Transaction Documents, which UCC financing statement amendment cause references to any “Excluded Receivables” to be deleted from the related UCC financing statements (each such UCC financing statement amendment, a “Removing Excluded Receivable UCC Amendment”)Buyer under this Agreement. (b) So long as Upon ten (i10) as of the Excluded Obligor Date and after giving effect days’ advance written notice to the removal Buyer and Administrative Agent (as Buyer’s assignee), a Transferor may reverse the designation of the Specified an Obligor’s designation as an Excluded Obligor, each of the Included Conditions have been satisfied, (ii) each Removing Excluded Receivable UCC Amendment has been appropriately filed in the applicable jurisdiction Receivables and (iii) the Administrator has acknowledged in writing to the removal of the Specified Obligor’s designation as an Excluded Obligor, such acknowledgement to be granted or withheld in the Administrator’s sole discretion, then upon the countersignature by the Administrator effective date of such Excluded Obligor Requestnotice, the Specified Originated Receivables relating to such Obligor shall no longer constitute an be Excluded Obligor as Receivables; provided, however, that, without the written consent of Required Committed Lenders, the outstanding balance of such Obligor’s Excluded Receivables may not exceed 2.5% of the Excluded Obligor Dateaggregate outstanding balance of all Eligible Receivables immediately prior to the effective date of such notice. (c) Each of the parties hereto hereby acknowledge and agree that on the Excluded Obligor Date, each Receivable, the Obligor of which is the Specified Obligor, and that was originated on or prior to the Excluded Obligor Date Schedule B shall be transferred and assigned by updated to reflect the related Originator current list of Obligors whose Originated Receivables are Excluded Receivables pursuant to the Seller in accordance with the terms and provisions of the Receivables Sale Agreement. <signature pages follow>this Section 1.8.

Excluded Receivables. Schedule 1.1(f) is hereby amended to include certain accounts receivable due to the Seller from shipments to Walmart prior to the Closing Date in the amount of $1,140,869.95 as set forth in Schedule 1.1(f) which is attached hereto (the "Excluded Receivables"), for which no invoices have been generated. The Buyer agrees to immediately purchase the Excluded Receivables for the face amount of such receivables if the Seller is able to support such receivables with a list or summary of invoices from Sureway Logistics, a subsidiary of CDL, Inc., in reasonable detail, followed by copies of all invoices and details of any electronically transmitted invoices on or before May 1, 1998 (the "Closing Adjustment Date"). The Cash Purchase Price paid at Closing has not been adjusted to reflect any Book Deficiency associated with the Excluded Receivables because the parties expect that the invoice support will be available by the Closing Adjustment Date. If the Seller is not able to support the Excluded Receivables by the Closing Adjustment Date, the parties agree that the Cash Purchase Price shall be reduced by $1.5625 of Cash Purchase Price for each $1.00 of Book Deficiency based on the Closing Date Balance Sheet without inclusion of any Excluded Receivables in the Accounts Receivable shown therein, which are not so supported. Notwithstanding the foregoing, in the event the above described process is completed prior to April 20, 1998, the Closing Adjustment Date shall be April 20, 1998. (a) So long Except as each of the Included Conditions shall be satisfiedamended hereby, the Servicer may, from time to time Purchase Agreement remains in full force and at effect in accordance with its sole discretion, request that the Specified Obligor cease to be designated as an Excluded Obligor by delivering an Excluded Obligor Request to the Administrator terms and each Purchaser Agent, which Excluded Obligor Request shall (i) specify that the Specified Obligor shall no longer constitute an Excluded Obligor, (ii) be executed by the Seller, the Servicer and each Originator and (iii) specify the proposed Excluded Obligor Date with respect to the Specified Obligor (which date shall be no less than ten (10) Business Days following the date of such Excluded Obligor Request). For purposes of this Section 13.18, “Included Conditions” means, as of any date of determination, the satisfaction of all of the following conditions on such date: (i) no Amortization Event or Unmatured Amortization Event has occurred and is continuing, or would result from the proposed removal of the Specified Obligor as an Excluded Obligor, (ii) the Servicer has delivered to the Administrator a favorable UCC lien search with respect to each Originator in its respective jurisdiction of organization and such lien searches do not indicate any UCC financing statements that include as the collateral thereof, any Receivables, the Obligor of which is the Specified Obligor or any Affiliate thereof, (iii) the Servicer has delivered to the Administrator a pro forma Settlement Report, in form and substance satisfactory to the Administrator and each Purchaser Agent and prepared after giving effect to the proposed removal of the Specified Obligor as an Excluded Obligor, and (iv) the Servicer has prepared (or caused to be prepared) UCC financing statement amendments (in form and substance satisfactory to the Administrator) with respect to each of the UCC financing statements filed against the Originators in connection with the Transaction Documents, which UCC financing statement amendment cause references to any “Excluded Receivables” to be deleted from the related UCC financing statements (each such UCC financing statement amendment, a “Removing Excluded Receivable UCC Amendment”)reaffirmed for all purposes. (b) So long as (i) as This Amendment may be executed in any number of the Excluded Obligor Date and after giving effect to the removal of the Specified Obligor’s designation as an Excluded Obligorcounterparts, each of the Included Conditions have been satisfied, (ii) each Removing Excluded Receivable UCC Amendment has been appropriately filed in the applicable jurisdiction which shall be deemed an original. Delivery of executed signature pages hereof by facsimile transmission shall constitute effective and (iii) the Administrator has acknowledged in writing to the removal of the Specified Obligor’s designation as an Excluded Obligor, such acknowledgement to be granted or withheld in the Administrator’s sole discretion, then upon the countersignature by the Administrator of such Excluded Obligor Request, the Specified Obligor shall no longer constitute an Excluded Obligor as of the Excluded Obligor Datebinding execution and delivery hereof. (c) Each of the parties hereto hereby acknowledge and agree that on the Excluded Obligor Date, each Receivable, the Obligor of which is the Specified Obligor, and that was originated on or prior to the Excluded Obligor Date This Amendment shall be transferred shall be governed by and assigned by the related Originator to the Seller construed in accordance with the terms and provisions laws of the Receivables Sale Agreement. <signature pages follow>State of Florida applicable to contracts made and to be performed in Florida, without regard to conflicts of law principles thereunder. (d) This Amendment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, assigns, heirs, beneficiaries, estates, executors and personal representatives.

Excluded Receivables. (a) So long as each of Notwithstanding anything to the Included Conditions contrary herein, no Receivable that constitutes an Excluded Receivable is being, or shall be, sold, contributed or otherwise transferred by any Originator to the Company hereunder until such time (if any) when such Receivable ceases to constitute an Excluded Receivable. Immediately upon any such Receivable ceasing to constitute an Excluded Receivable (including in connection with any amendment to Schedule V hereto pursuant to clause (c) below), the applicable Originator shall be satisfieddeemed to have sold or contributed, as applicable, to the Company, all of such Originator’s right, title and interest in and to such Receivable and all Related Rights with respect thereto as set forth in Section 1.1. (b) From time to time, subject to the last sentence of this Section 1.6(b), any Originator (or the Servicer mayon its behalf) may deliver (which delivery shall be in writing or in the form of an electronic spreadsheet or similar file acceptable to the Company and the Administrator, from time to time and at each in its sole discretion, request that the Specified Obligor cease to be designated as an Excluded Obligor by delivering an Excluded Obligor Request ) to the Administrator and each Purchaser AgentCompany, which Excluded Obligor Request shall (i) specify that the Specified Obligor shall no longer constitute an Excluded Obligor, (ii) be executed by the Seller, the Servicer and each Originator and (iii) specify the proposed Excluded Obligor Date with respect to the Specified Obligor (which date shall be no less than ten (10) Business Days following the date of such Excluded Obligor Request). For purposes of this Section 13.18, “Included Conditions” means, as of any date of determination, the satisfaction of all of the following conditions on such date: (i) no Amortization Event or Unmatured Amortization Event has occurred and is continuing, or would result from the proposed removal of the Specified Obligor as an Excluded Obligor, (ii) the Servicer has delivered to the Administrator a favorable UCC lien search with respect to each Originator in its respective jurisdiction of organization and such lien searches do not indicate any UCC financing statements that include as the collateral thereof, any Receivables, the Obligor of which is the Specified Obligor or any Affiliate thereof, (iii) the Servicer has delivered to the Administrator a pro forma Settlement Report, in form and substance satisfactory to the Administrator and each Purchaser Agent and prepared after giving effect to a replacement for Schedule V hereto (which shall be substantially in the proposed removal form of the Specified Obligor as prior Schedule V hereto) that adds one or more Receivables to Schedule V. Effective on the date on which all of the consents required by the immediately succeeding sentence are granted, such replacement Schedule V shall constitute Schedule V hereto for all purposes, and any Receivable so added to Schedule V hereto shall immediately constitute an Excluded ObligorReceivable. Notwithstanding the foregoing, and (iv) no Receivable may be added to Schedule V hereto without the Servicer has prepared (or caused to be prepared) UCC financing statement amendments (in form and substance satisfactory to the Administrator) with respect to each prior written consent of the UCC financing statements filed against the Originators in connection with the Transaction DocumentsCompany, which UCC financing statement amendment cause references to any “Excluded Receivables” to be deleted from the related UCC financing statements (each such UCC financing statement amendment, a “Removing Excluded Receivable UCC Amendment”). (b) So long as (i) as of the Excluded Obligor Date and after giving effect to the removal of the Specified Obligor’s designation as an Excluded Obligor, each of the Included Conditions have been satisfied, (ii) each Removing Excluded Receivable UCC Amendment has been appropriately filed in the applicable jurisdiction and (iii) the Administrator has acknowledged in writing to the removal of the Specified Obligor’s designation as an Excluded Obligor, such acknowledgement to and each Purchaser Agent (which consents may be granted or withheld in the Administrator’s their sole discretion, then upon the countersignature by the Administrator of such Excluded Obligor Request, the Specified Obligor shall no longer constitute an Excluded Obligor as of the Excluded Obligor Date). (c) Each From time to time, subject to the last sentence of this Section 1.6(c), any Originator (or the Servicer on its behalf) may deliver (which delivery shall be in writing or in the form of an electronic spreadsheet or similar file acceptable to the Company and the Administrator, each in its sole discretion) to the Company, the Administrator and each Purchaser Agent a replacement for Schedule V hereto (which shall be substantially in the form of the parties prior Schedule V hereto) that removes from Schedule V one or more Receivables previously identified thereon. Subject to the last sentence of this Section 1.6(c), such replacement Schedule V shall constitute Schedule V hereto hereby acknowledge for all purposes, and agree that on any Receivable so removed from Schedule V hereto shall immediately constitute a Sold Receivable. Notwithstanding the foregoing, no Receivables may be removed from Schedule V hereto without the prior written consent of the Company, the Administrator and each Purchaser Agent (which consents may be granted or withheld in their sole discretion) if, immediately after giving effect to any such removal, and the associated deemed sale or contribution of Receivables to the Company, (i) the Outstanding Balance of the Sold Receivables would be more than 10% higher than immediately before giving effect to such deemed sale or contribution or (ii) the aggregate Outstanding Balance of all Receivables so removed from Schedule V (determined, with respect to each Receivable so removed, at the time of removal) exceeds $40,000,000 during any period of 12 consecutive months. (d) The Originators shall (or shall cause the Servicer to) at all times to maintain a schedule of all Excluded Receivables (the “Schedule of Excluded Receivables”) in sufficient detail to identify the Excluded Obligor Date, each ReceivableReceivables and shall in its books segregate the Excluded Receivables from the Sold Receivables and shall deliver (or cause the Servicer to deliver) the Schedule of Excluded Receivables to the Company, the Obligor of which is the Specified ObligorAdministrator, and that was originated on any Purchaser or prior to the Excluded Obligor Date shall be transferred and assigned by the related Originator to the Seller in accordance with the terms and provisions of the Receivables Sale Agreement. <signature pages follow>any Purchaser Agent promptly following such Person’s request therefor.