Common use of Excluded Receivables Clause in Contracts

Excluded Receivables. (a) Upon ten (10) days’ advance written notice to the Buyer and Administrative Agent (as Buyer’s assignee), a Transferor may designate as Excluded 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) the Excluded Receivable Compliance Condition shall be satisfied and (ii) no Termination Event or Unmatured Termination Event shall exist; provided, further, that no such designation may be undertaken by a Transferor for reasons relating to the credit quality of the related Originated Receivables or in order to manipulate the pool characteristics of the Receivables; and provided, further that, with respect to the Obligors designated in the Notice of Excluded Receivables, dated as of November 15, 2013, no additional notice shall be 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 outstanding 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 the avoidance of doubt, no Excluded Receivables that arise on or after the Cut-off Date prior to the date of such notice shall be deemed to have been sold to the Buyer under this Agreement.

Excluded Receivables. (a) Upon 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) days’ advance written notice 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 Buyer Administrator a favorable UCC lien search with respect to each Originator in its respective jurisdiction of organization and Administrative 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 (as Buyer’s assignee), a Transferor may designate as Excluded Receivables all Originated Receivables (whether outstanding or arising on or after the effectiveness of such designation) relating to any designated Obligor; provided that immediately and prepared after giving effect to such designation the proposed removal of the Specified Obligor as an Excluded Obligor, and (iiv) the Excluded Receivable Compliance Condition shall Servicer has prepared (or caused to be satisfied prepared) UCC financing statement amendments (in form and (ii) no Termination Event or Unmatured Termination Event shall exist; provided, further, that no such designation may be undertaken by a Transferor for reasons relating substance satisfactory to the credit quality of the related Originated Receivables or in order to manipulate the pool characteristics of the Receivables; and provided, further that, Administrator) with respect to each of the Obligors designated UCC financing statements filed against the Originators in connection with the Notice of Transaction Documents, which UCC financing statement amendment cause references to any “Excluded Receivables, dated as of November 15, 2013, no additional notice shall ” to be 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 outstanding 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 deleted from 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 UCC financing statements and amendments or terminations of existing (each such UCC financing statements as necessary to fully accomplish such release and disposition. For the avoidance of doubtstatement amendment, no a “Removing Excluded Receivables that arise on or after the Cut-off Date prior to the date of such notice shall be deemed to have been sold to the Buyer under this AgreementReceivable UCC Amendment”).

Excluded Receivables. Notwithstanding the fact that the Excluded Receivables are Excluded Assets, Company and Shareholders shall be prohibited from collecting, or attempting to collect, any Excluded Receivable without the prior written consent of Buyer; and the collection of such Excluded Receivables (atogether with the collection of all Unearned Xxxxxxxx) Upon ten (10) days’ advance written notice to the Buyer and Administrative Agent (as shall be handled exclusively by Buyer’s assignee), collection staff in connection with Buyer’s normal collection processes as in effect from time to time. Buyer agrees to use its good faith efforts for a Transferor may designate as Excluded Receivables all Originated Receivables period of ninety (whether outstanding or arising on or 90) days after the effectiveness of Closing Date to collect the Excluded Receivables. During such designationninety (90) relating to any designated Obligor; provided that immediately after giving effect to such designation day period, (i) Buyer shall not be obligated to use any extraordinary efforts to assist in the collection of the Excluded Receivable Compliance Condition Receivables but shall be satisfied handle the collection of such Excluded Receivables in a manner that is consistent with the way in which Buyer handles the collection of its own accounts receivable, and (ii) no Termination Event Buyer shall furnish or Unmatured Termination Event shall exist; providedcause to be furnished to Company, furtherShareholders and their respective legal counsel, that no such designation may be undertaken by a Transferor for reasons accountants and financial advisors reasonable access, during normal business hours, to Buyer’s books and records relating to the credit quality of the related Originated Receivables or in order to manipulate the pool characteristics of the Receivables; and provided, further that, with respect to the Obligors designated in the Notice of Excluded Receivables, dated as of November 15, 2013, no additional notice shall be 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 Buyer’s collection of the Excluded Receivables. On or before the second Wednesday immediately following the Closing Date and each Wednesday thereafter, Buyer shall remit, by automated clearing house (ACH) transaction to a bank account designated in writing by Company, the aggregate amount of any payments that Buyer receives on any Excluded Receivables for such newly designated Obligor outstanding as of during the consecutive seven (7) day period ending on the Friday 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 the avoidance of doubt, no Excluded Receivables that arise on or after the Cut-off Date prior to the date of such notice shall be deemed to have been sold to the Buyer under this AgreementWednesday.

Excluded Receivables. (a) Upon ten (10) days’ advance written notice to the Buyer and Administrative Agent (as Buyer’s assignee), a Transferor may designate as Excluded 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) the Excluded Receivable Compliance Condition shall be satisfied and (ii) no Termination Event or Unmatured Termination Event shall exist; provided, further, that no such designation may be undertaken by a Transferor for reasons relating to the credit quality of the related Originated Receivables or in order to manipulate the pool characteristics of the Receivables; and provided, further that, with respect to the Obligors designated in the Notice of Excluded Receivables, dated as of November 15, 2013, no additional notice shall be 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 outstanding 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 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 the avoidance of doubt, no Excluded Receivables that arise on or after the Cut-off Date prior to the date of such notice shall be deemed to have been sold to the Buyer under this Agreement.