General Settlement Procedures. (a) Except as set forth in clauses (a) and (b) below or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Pool Receivable shall be applied to Pool Receivables then outstanding of such Obligor in the order of the age of such Pool Receivables, starting with the oldest such Pool Receivable, except if payment is designated by such Obligor for application to specific Pool Receivables. (b) If, on any day, the Outstanding Balance of a Pool Receivable is either (x) reduced as a result of any defective, rejected or returned goods or services, any discount, or any adjustment by the Seller or any Originator, or (y) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller or any Originator (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.1(i). (c) If on any day (x) any of the representations or warranties in Section 4.1(i) is no longer true with respect to any Pool Receivable or (y) it is discovered that any Receivable that was included in the Net Receivables Pool Balance as an Eligible Receivable was not an Eligible Receivable at the time of such inclusion, the Seller shall be deemed to have received on such day a Collection in full of such Pool Receivable and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.1(i).
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Lyondell Chemical Co), Receivables Purchase Agreement (Equistar Chemicals Lp)
General Settlement Procedures. (a) Except as set forth in clauses (a) and (b) below or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Pool Receivable shall be applied to Pool Receivables then outstanding of such Obligor in the order of the age of such Pool Receivables, starting with the oldest such Pool Receivable, except if payment is designated by such Obligor for application to specific Pool Receivables.
(b) If, If on any day, day the Outstanding Balance of a Pool Seller Receivable is either (xi) reduced as a result of any defective, rejected or returned goods or services, any discount, or any adjustment by the any Seller or any Originator, or (yii) reduced or cancelled canceled as a result of a setoff in respect of any claim by the Obligor thereof against the such Seller or any Originator (whether such claim arises out of the same or a related transaction or an unrelated transaction), the such Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation (in the case of any such Receivable that is a Canadian Dollar Receivable, in the amount of the Equivalent in US Dollars of such reduction or cancellation) and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.1(i4.01(i).
(c) . If on any day (x) any of the representations or warranties in Section 4.1(iSections 3.01(f) and (dd) is no longer true with respect to any Pool Receivable or (y) it is discovered that any Receivable that was included in the Net Receivables Pool Balance as an Eligible Receivable was not an Eligible Receivable at the time of such inclusionSeller Receivable, the Seller to which such Seller Receivable shall have been originally owed shall be deemed to have received on such day a Collection in full of such Pool Seller Receivable (in the case of any such Seller Receivable that is a Canadian Dollar Receivable, a Collection in full of the Equivalent in US Dollars of such Seller Receivable) and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.1(i4.01(i). In addition, Crown (Canada) shall be deemed to have received as a Collection on the day of conversion of any Collections denominated in Canadian Dollars into US Dollars an amount equal to the amount (if any) by which the Equivalent in US Dollars of such Collections exceeds the amount of US Dollars realized on such conversion and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 4.01(i. Except as stated in the preceding sentences of this Section 2.03 or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Receivable shall be applied to Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables.
(b) On or prior to the day the Servicer is required to make a deposit with respect to a Settlement Period pursuant to Section 2.05 or 2.06 of the Receivables Purchase Agreement, the Buyer’s Servicer shall advise the Buyer and the Agent of each Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period and the allocation of the amount of such deposit to each outstanding Receivable Interest.
(c) At least two Business Days before each Settlement Date, the Buyer’s Servicer shall prepare and forward to the Buyer and the Agent a Receivables Activity Report of the Buyer’s Servicer, as of the close of business of the Buyer’s Servicer on the last day of the immediately preceding Settlement Period, relating to the Receivable Assets during such Settlement Period and setting forth the calculation of the actual Purchase Price for each Receivable Asset sold, transferred and assigned during such Settlement Period, and the reconciliation of how the Purchase Price has been paid reflecting the cash advanced from the Buyer to each Seller during such Settlement Period, the adjustments to and current balance, if any, due from the Buyer to each Seller under its Subordinated Note, and the amount of additional cash, if any, to be paid by the Buyer to each Seller on such Settlement Date.
Appears in 1 contract
Samples: Receivables Contribution and Sale Agreement (Crown Holdings Inc)
General Settlement Procedures. (a) Except as set forth in clauses (a) and (b) below or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Pool Receivable shall be applied to Pool Receivables then outstanding of such Obligor in the order of the age of such Pool Receivables, starting with the oldest such Pool Receivable, except if payment is designated by such Obligor for application to specific Pool Receivables.
(b) If, If on any day, day the Outstanding Balance of a Pool Seller Receivable is either (xi) reduced as a result of any defective, rejected or returned goods or services, any discount, or any adjustment by the any Seller or any Originator, or (yii) reduced or cancelled canceled as a result of a setoff in respect of any claim by the Obligor thereof against the such Seller or any Originator (whether such claim arises out of the same or a related transaction or an unrelated transaction), the such Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation (in the case of any such Receivable that is a Canadian Receivable, in the amount of the Equivalent in US Dollars of such reduction or cancellation) and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.1(i4.01(i).
(c) . If on any day (x) any of the representations or warranties in Section 4.1(i3.01(f) is no longer true with respect to any Pool Receivable or (y) it is discovered that any Receivable that was included in the Net Receivables Pool Balance as an Eligible Receivable was not an Eligible Receivable at the time of such inclusionSeller Receivable, the Seller to which such Seller Receivable shall have been originally owed shall be deemed to have received on such day a Collection in full of such Seller Receivable (in the case of any such Pool Receivable that is a Canadian Receivable, a Collection in full of the Equivalent in US Dollars of such Pool Receivable) and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.1(i4.01(i). In addition, Crown (Canada) shall be deemed to have received as a Collection on the day of conversion of any Collections denominated in Canadian Dollars into US Dollars an amount equal to the amount (if any) by which the Equivalent in US Dollars of such Collections exceeds the amount of US Dollars realized on such conversion and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 4.01(i). Except as stated in the preceding sentences of this Section 2.03 or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Receivable shall be applied to Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables.
(b) On or prior to the day the Servicer is required to make a deposit with respect to a Settlement Period pursuant to Section 2.05 or 2.06 of the Receivables Purchase Agreement, the Buyer's Servicer shall advise the Buyer and the Agent of each Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period and the allocation of the amount of such deposit to each outstanding Receivable Interest.
(c) At least two Business Days before each Settlement Date, the Buyer's Servicer shall prepare and forward to the Buyer and the Agent a Receivables Activity Report of the Buyer's Servicer, as of the close of business of the Buyer's Servicer on the last day of the immediately preceding Settlement Period, relating to the Receivable Assets during such Settlement Period and setting forth the calculation of the actual Purchase Price for each Receivable Asset sold, transferred and assigned during such Settlement Period, and the reconciliation of how the Purchase Price has been paid reflecting the cash advanced from the Buyer to each Seller during such Settlement Period, the adjustments to and current balance, if any, due from the Buyer to each Seller under its Subordinated Note, and the amount of additional cash, if any, to be paid by the Buyer to each Seller on such Settlement Date.
Appears in 1 contract
Samples: Receivables Contribution and Sale Agreement (Crown Cork & Seal Co Inc)
General Settlement Procedures. (a) Except as set forth in clauses (ab) and (bc) below or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Pool Receivable shall be applied to Pool Receivables then outstanding of such Obligor in the order of the age of such Pool Receivables, starting with the oldest such Pool Receivable, except if payment is designated by such Obligor for application to specific Pool Receivables.
(b) If, on any day, the Outstanding Balance of a Pool Receivable is either (x) reduced as a result of any defective, rejected or returned goods or services, any discount, or any adjustment by the Seller or any Originator, or (y) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller or any Originator (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.1(i).
(c) If on any day (x) any of the representations or warranties in Section 4.1(i) 4.1 is no longer true with respect to any Pool Receivable or (y) it is discovered that any Receivable that was included in the Net Receivables Pool Balance as an Eligible Receivable was not an Eligible Receivable at the time of such inclusion, the Seller shall be deemed to have received on such day a Collection in full of such Pool Receivable and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.1(i).
Appears in 1 contract
Samples: Receivables Purchase Agreement (Lyondell Chemical Co)
General Settlement Procedures. (a) Except as set forth in clauses (a) and (b) below or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Pool Receivable shall be applied to Pool Receivables then outstanding of such Obligor in the order of the age of such Pool Receivables, starting with the oldest such Pool Receivable, except if payment is designated by such Obligor for application to specific Pool Receivables.
(b) If, If on any day, day the Outstanding Balance of a Pool Seller Receivable is either (xi) reduced as a result of any defective, rejected or returned goods or services, any discount, or any adjustment by the any Seller or any Originator, or (yii) reduced or cancelled canceled as a result of a setoff in respect of any claim by the Obligor thereof against the such Seller or any Originator (whether such claim arises out of the same or a related transaction or an unrelated transaction), the such Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation (in the case of any such Receivable that is a Canadian Dollar Receivable, in the amount of the Equivalent in US Dollars of such reduction or cancellation) and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.1(i4.01(i).
(c) . If on any day (x) any of the representations or warranties in Section 4.1(iSections 3.01(f) and (cc) is no longer true with respect to any Pool Receivable or (y) it is discovered that any Receivable that was included in the Net Receivables Pool Balance as an Eligible Receivable was not an Eligible Receivable at the time of such inclusionSeller Receivable, the Seller to which such Seller Receivable shall have been originally owed shall be deemed to have received on such day a Collection in full of such Pool Seller Receivable (in the case of any such Seller Receivable that is a Canadian Dollar Receivable, a Collection in full of the Equivalent in US Dollars of such Seller Receivable) and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.1(i4.01(i). In addition, Crown (Canada) shall be deemed to have received as a Collection on the day of conversion of any Collections denominated in Canadian Dollars into US Dollars an amount equal to the amount (if any) by which the Equivalent in US Dollars of such Collections exceeds the amount of US Dollars realized on such conversion and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 4.01(i). Except as stated in the preceding sentences of this Section 2.03 or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Receivable shall be applied to Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables.
(b) On or prior to the day the Servicer is required to make a deposit with respect to a Settlement Period pursuant to Section 2.05 or 2.06 of the Receivables Purchase Agreement, the Buyer’s Servicer shall advise the Buyer and the Agent of each Liquidation Day and each Provisional Liquidation Day occurring during such Settlement Period and the allocation of the amount of such deposit to each outstanding Receivables Interest.
(c) On or before each Reporting Date, the Buyer’s Servicer shall prepare and forward to the Buyer and the Agent a Receivables Activity Report of the Buyer’s Servicer, as of the close of business of the Buyer’s Servicer on the last day of the immediately preceding Monthly Period, relating to the Receivable Assets during such Monthly Period and setting forth the calculation of the actual Purchase Price for each Receivable Asset sold, transferred and assigned during such Monthly Period, and the reconciliation of how the Purchase Price has been paid reflecting the cash advanced from the Buyer to each Seller during such Monthly Period, the adjustments to and current balance, if any, due from the Buyer to each Seller under its Subordinated Note, and the amount of additional cash, if any, to be paid by the Buyer to each Seller on the related Settlement Date.
Appears in 1 contract
General Settlement Procedures. (a) Except as set forth in clauses (a) and (b) below or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Pool Receivable shall be applied to Pool Receivables then outstanding of such Obligor in the order of the age of such Pool Receivables, starting with the oldest such Pool Receivable, except if payment is designated by such Obligor for application to specific Pool Receivables.
(b) If, If on any day, day the Outstanding Balance of a Pool Receivable is either (xi) reduced as a result of any defective, rejected or returned goods or services, any discount, or any adjustment by the Seller or any Originator, or (yii) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller or any Originator (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation (in the case of any such Receivable denominated in a Foreign Currency, in the amount of the Equivalent in US Dollars of such reduction or cancellation) and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.1(i5.01(g).
(c) . If on any day (x) any of the representations or warranties in Section 4.1(i4.01(g) or 4.01(x) is no longer true with respect to any Pool Receivable or (y) it is discovered that any Receivable that was included in the Net Receivables Pool Balance as an Eligible Receivable was not an Eligible Receivable at the time of such inclusionReceivable, the Seller shall be deemed to have received on such day a Collection in full of such Pool Receivable (in the case of any such Pool Receivable denominated in a Foreign Currency, a Collection in full of the Equivalent in US Dollars of such Pool Receivable) and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.1(i5.01(g). In addition, the Seller shall be deemed to have received as a Collection on the day of conversion of any Collections denominated in any Foreign Currency into US Dollars an amount equal to the amount (if any) by which the Equivalent in US Dollars of such Collections exceeds the amount of US Dollars realized on such conversion and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.01(g). Except as stated in the preceding sentences of this Section 2.07(a) or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Receivable shall be applied to Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables.
(b) On or prior to the eighth Business Day of each calendar month, the Servicer shall prepare and furnish to the Agent for each Owner of a Receivable Interest (i) a Seller Report (which shall include, without limitation, a Pool Receivable roll forward analysis and a rate for the exchange of each applicable Foreign Currency into US Dollars which shall be determined by the Seller in good faith having regard to the quoted spot rate at which the Agent’s principal office in New York City offers to exchange US Dollars for such Foreign Currency in New York City prior to 4:00 p.m. (New York City time) one Business Day before the date of such Seller Report), relating to each Receivable Interest, as of the close of business of the Servicer on the last day of the immediately preceding calendar month, (ii) a listing of the ten largest Obligors (as determined based on the aggregate Outstanding Balance of Receivables owed by such Obligor), (iii) a listing by Obligor of all Pool Receivables, together with an analysis as to the aging of such Receivables, as of such last day, (iv) a report relating to each Obligor which shall owe Pool Receivables of $15,000,000 (or the Equivalent thereof, if denominated in a Foreign Currency) or more in the aggregate within the immediately preceding 12-month period, setting forth (A) the name of such Obligor, (B) the balance of the Pool Receivables owing by such Obligor as of such date, (C) the ratings, if any, of such Obligor’s long-term public senior unsecured and unguaranteed debt securities by S&Pand Xxxxx’x and (D) a summary of credit terms applicable to such Pool Receivables under the applicable Contract, and (v) such other information as shall be reasonably requested from time to time by the Agent. On or prior to the day the Servicer is required to make a deposit with respect to a Settlement Period pursuant to Section 2.05 or 2.06, the Servicer will advise the Agent of each Liquidation Day, each Provisional Liquidation Day and each Daily Settlement Date occurring during such Settlement Period and of the allocation of the amount of such deposit to each outstanding Receivable Interest; provided, however, that, if Crown (USA) is not the Servicer, Crown (USA) shall advise the Servicer of the occurrence of each such Liquidation Day, each Provisional Liquidation Day and each Daily Settlement Date occurring during such Settlement Period on or prior to such day.
(c) On the second Business Day of each week, by no later than 12:00 noon (New York City time), the Servicer shall prepare and furnish to the Agent for the Owners a Weekly Report relating to the Receivable Interests as at the end of the last Business Day of the immediately preceding week.
(d) On each Business Day by no later than 11:00 a.m. (New York City time), the Servicer shall prepare and furnish to the Agent for the Owners a Daily Report, stating (i) the aggregate amount of the Net Receivables Pool Balance as of the end of the immediately preceding Business Day, in such detail as shall be satisfactory to the Agent, (ii) the aggregate amount of the Collections from the Pool Receivables received by or on behalf of the Servicer as of the end of the immediately preceding Business Day, in such detail as shall be satisfactory to the Agent, (iii) the aggregate of sales and xxxxxxxx of each Originator as of the end of the immediately preceding Business Day, (iv) the aggregate Outstanding Balance of all Pool Receivables and (v) such other information as shall be specified from time to time by the Agent; provided, however, that the Servicer shall not be required to furnish to the Agent a Daily Report under this Section 2.07(d) at any time during which the sum of the “Available Dollar Revolving Credit Commitment” and the “Available Euro Revolving Credit Commitment” (in each case as defined in the Existing Credit Facilities as in effect on the date hereof) exceeds $100,000,000.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Crown Holdings Inc)
General Settlement Procedures. (a) Except as set forth in clauses (ab) and (bc) below or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Pool Receivable shall be applied to Pool Receivables then outstanding of such Obligor in the order of the age of such Pool Receivables, starting with the oldest such Pool Receivable, except if payment is designated by such Obligor for application to specific Pool Receivables.
(b) If, If on any day, day the Outstanding Balance of a Pool Receivable is either (x) reduced as a result of any defective, rejected or returned goods or services, any discount, or any adjustment by the Seller or any Originator, or (y) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller or any Originator (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.1(i5.01(j).
(c) If on any day (x) any of the representations or warranties in Section 4.1(i4.01(h) is no longer true with respect to any Pool Receivable or (y) it is discovered that any Receivable that was included in the Net Receivables Pool Balance as an Eligible Receivable was not an Eligible Receivable at the time of such inclusionReceivable, the Seller shall be deemed to have received on such day a Collection in full of such Pool Receivable and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.1(i5.01(j).
Appears in 1 contract
General Settlement Procedures. (a) Except as set forth in clauses (a) and (b) below or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Pool Receivable shall be applied to Pool Receivables then outstanding of such Obligor in the order of the age of such Pool Receivables, starting with the oldest such Pool Receivable, except if payment is designated by such Obligor for application to specific Pool Receivables.
(b) If, on any day, the Outstanding Balance of a Pool Receivable is either (x) reduced as a result of any defective, rejected or returned goods or services, any discount, or any adjustment by the Seller or any Originator, or (y) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller or any Originator (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.1(i).
(c) If on any day (x) any of the representations or warranties in Section 4.1(i4.1(h) is no longer true with respect to any Pool Receivable or (y) it is discovered that any Receivable that was included in the Net Receivables Pool Balance as an Eligible Receivable was not an Eligible Receivable at the time of such inclusion, the Seller shall be deemed to have received on such day a Collection in full of such Pool Receivable and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.1(i).
Appears in 1 contract
Samples: Receivables Purchase Agreement (Lyondell Chemical Co)
General Settlement Procedures. (a) Except as set forth in clauses (a) and (b) below or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Pool Receivable shall be applied to Pool Receivables then outstanding of such Obligor in the order of the age of such Pool Receivables, starting with the oldest such Pool Receivable, except if payment is designated by such Obligor for application to specific Pool Receivables.
(b) If, If on any day, day the Outstanding Balance of a Pool Seller Receivable is either (xi) reduced as a result of any defective, rejected or returned goods or services, any discount, or any adjustment by the Seller or any Originator, or (yii) reduced or cancelled canceled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller or any Originator Affiliate thereof other than the Buyer (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.1(i4.01(i).
(c) . If on any day (x) any of the representations or warranties in Section 4.1(i3.01(f) is no longer true with respect to any Pool Receivable or (y) it is discovered that any Receivable that was included in the Net Receivables Pool Balance as an Eligible Receivable was not an Eligible Receivable at the time of such inclusionSeller Receivable, the Seller shall be deemed to have received on such day a Collection in full of such Pool Seller Receivable and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.1(i4.01(i). Except as stated in the preceding sentences of this Section 2.03 or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Receivable shall be applied to Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables.
Appears in 1 contract
General Settlement Procedures. (a) Except as set forth in clauses (ab) and (bc) below or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Pool Receivable shall be applied to Pool Receivables then outstanding of such Obligor in the order of the age of such Pool Receivables, starting with the oldest such Pool Receivable, except if payment is designated by such Obligor for application to specific Pool Receivables.
(b) If, on any day, the Outstanding Balance of a Pool Receivable is either (x) reduced as a result of any defective, rejected or returned goods or services, any discount, or any adjustment by the Seller or any Originator, or (y) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller or any Originator (whether such claim arises out of the same or a related transaction or an unrelated transaction), and if after giving effect to such reduction or cancellation a Shortfall Condition exists, the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.1(i).
(c) If on any day (x) any of the representations or warranties in Section 4.1(i4.1(h) is no longer true with respect to any Pool Receivable or (y) it is discovered that any Receivable that was included in the Net Receivables Pool Balance as an Eligible Receivable was not an Eligible Receivable at the time of such inclusion, and if after giving effect to such breach or discovery a Shortfall Condition exists, the Seller shall be deemed to have received on such day a Collection in full of such Pool Receivable and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.1(i).
Appears in 1 contract
Samples: Receivables Purchase Agreement (Fidelity National Information Services, Inc.)
General Settlement Procedures. (a) Except as set forth in clauses (a) and (b) below or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Pool Receivable shall be applied to Pool Receivables then outstanding of such Obligor in the order of the age of such Pool Receivables, starting with the oldest such Pool Receivable, except if payment is designated by such Obligor for application to specific Pool Receivables.
(b) If, If on any day, day the Outstanding Balance of a Pool Receivable is either (xi) reduced as a result of any defective, rejected or returned goods or services, any discount, or any adjustment by the Seller or any Originator, or (yii) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller or any Originator (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation (in the case of any such Receivable denominated in a Foreign Currency, in the amount of the Equivalent in US Dollars of such reduction or cancellation) and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.1(i5.01(g).
(c) . If on any day (x) any of the representations or warranties in Section 4.1(i4.01(g) or 4.01(x) is no longer true with respect to any Pool Receivable or (y) it is discovered that any Receivable that was included in the Net Receivables Pool Balance as an Eligible Receivable was not an Eligible Receivable at the time of such inclusionReceivable, the Seller shall be deemed to have received on such day a Collection in full of such Pool Receivable (in the case of any such Pool Receivable denominated in a Foreign Currency, a Collection in full of the Equivalent in US Dollars of such Pool Receivable) and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.1(i5.01(g). In addition, the Seller shall be deemed to have received as a Collection on the day of conversion of any Collections denominated in any Foreign Currency into US Dollars an amount equal to the amount (if any) by which the Equivalent in US Dollars of such Collections exceeds the amount of US Dollars realized on such conversion and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.01(g). Except as stated in the preceding sentences of this Section 2.07(a) or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Receivable shall be applied to Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables.
(b) On or prior to the eighth Business Day of each calendar month (a “Reporting Date”), the Servicer shall prepare and furnish to the Agent and each Facility Agent (i) a Seller Report (which shall include, without limitation, a Pool Receivable roll forward analysis and a rate for the exchange of each applicable Foreign Currency into US Dollars which shall be determined by the Seller in good faith having regard to the quoted spot rate at which the Agent’s principal office in New York City offers to exchange US Dollars for such Foreign Currency in New York City prior to 4:00 p.m. (New York City time) one Business Day before the date of such Seller Report), as of the close of business of the Servicer on the last day of the immediately preceding calendar month, (ii) a listing of the ten largest Obligors (as determined based on the aggregate Outstanding Balance of Receivables owed by such Obligor) , setting forth (A) the name of such Obligor, (B) the balance of the Pool Receivables owing by such Obligor as of such date, (C) the ratings, if any, of such Obligor’s long-term public senior unsecured and unguaranteed debt securities by S&P and Mxxxx’x and (D) the related Concentration Limit, (iii) a listing of all Pool Receivables, together with an analysis as to the aging of such Receivables, as of such last day, and (iv) such other information as shall be reasonably requested from time to time by the Agent. On or prior to the day the Servicer is required to make a deposit with respect to a Monthly Period pursuant to Section 2.05 or 2.06, the Servicer will advise the Agent of each Liquidation Day and each Daily Settlement Date occurring during such Monthly Period and of the allocation of the amount of such deposit; provided, however, that, if Crown (USA) is not the Servicer, Crown (USA) shall advise the Servicer of the occurrence of each such Liquidation Day and each Daily Settlement Date occurring during such Monthly Period on or prior to such day.
(c) If requested (in writing at least two Business Days in advance) by the Agent after the occurrence and during the continuance of an Event of Termination, on the second Business Day of each week, by no later than 12:00 noon (New York City time), the Servicer shall prepare and furnish to the Agent a Weekly Report as at the end of the last Business Day of the immediately preceding week.
(d) If requested (in writing at least two Business Days in advance) by the Agent after the occurrence and during the continuance of an Event of Termination, on each Business Day by no later than 11:00 a.m. (New York City time), the Servicer shall prepare and furnish to the Agent for the Owners a Daily Report, stating (i) the aggregate amount of the Net Receivables Pool Balance as of the end of the immediately preceding Business Day, in such detail as shall be satisfactory to the Agent, (ii) the aggregate amount of the Collections from the Pool Receivables received by or on behalf of the Servicer as of the end of the immediately preceding Business Day, in such detail as shall be satisfactory to the Agent, (iii) the aggregate of sales and bxxxxxxx of each Originator as of the end of the immediately preceding Business Day, (iv) the aggregate Outstanding Balance of all Pool Receivables and (v) such other information as shall be specified from time to time by the Agent.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Crown Holdings Inc)
General Settlement Procedures. (a) Except as set forth in clauses (a) and (b) below or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Pool Receivable shall be applied to Pool Receivables then outstanding of such Obligor in the order of the age of such Pool Receivables, starting with the oldest such Pool Receivable, except if payment is designated by such Obligor for application to specific Pool Receivables.
(b) If, If on any day, day the Outstanding Balance of a Pool Receivable is either (xi) reduced as a result of any defective, rejected or returned goods or services, any discount, or any adjustment by the Seller or any Originator, or (yii) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller or any Originator (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation (in the case of any such Receivable that is a Canadian Receivable, in the amount of the Equivalent in US Dollars of such reduction or cancellation) and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.1(i5.01(g).
(c) . If on any day (x) any of the representations or warranties in Section 4.1(i4.01(g) is no longer true with respect to any Pool Receivable or (y) it is discovered that any Receivable that was included in the Net Receivables Pool Balance as an Eligible Receivable was not an Eligible Receivable at the time of such inclusionReceivable, the Seller shall be deemed to have received on such day a Collection in full of such Pool Receivable (in the case of any such Pool Receivable that is a Canadian Receivable, a Collection in full of the Equivalent in US Dollars of such Pool Receivable) and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.1(i5.01(g). In addition, the Seller shall be deemed to have received as a Collection on the day of conversion of any Collections denominated in Canadian Dollars into US Dollars an amount equal to the amount (if any) by which the Equivalent in US Dollars of such Collections exceeds the amount of US Dollars realized on such conversion and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 5.01(g). Except as stated in the preceding sentences of this Section 2.07 or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Receivable shall be applied to Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, except if payment is designated by such Obligor for application to specific Receivables.
(b) On or prior to the eighth Business Day of each calendar month, the Servicer shall prepare and furnish to the Agent for each Owner of a Receivable Interest (i) a Seller Report (which will include, without limitation, a Pool Receivable roll forward analysis and a rate for the exchange of Canadian Dollars into US Dollars which shall be determined by the Seller in good faith having regard to the quoted spot rate at which the Agent's principal office in New York City offers to exchange US Dollars for Canadian Dollars in New York City prior to 4:00 p.m. (New York City time) one Business Day before the date of such Seller Report), relating to each Receivable Interest, as of the close of business of the Servicer on the last day of the immediately preceding calendar month, (ii) a listing of the ten Obligors owing greatest amount of Pool Receivables, (iii) a listing by Obligor of all Pool Receivables, together with an analysis as to the aging of such Receivables, as of such last day, (iv) a report, relating to each Obligor which shall owe Pool Receivables of $15,000,000 (or the Equivalent in Canadian Dollars) or more in the aggregate within the immediately preceding 12-month period, setting forth (A) the name of such Obligor, (B) the balance of the Pool Receivables owing by such Obligor as of such date, (C) the ratings, if any, of such Obligor's long-term public senior unsecured and unguaranteed debt securities by S&P and Moody's and (D) a summary xx xxxxit terms applicable to such Pool Receivables under the applicable Contract, and (v) such other information as shall be reasonably requested from time to time by the Agent. On or prior to the day the Servicer is required to make a deposit with respect to a Settlement Period pursuant to Section 2.05 or 2.06, the Servicer will advise the Agent of each Liquidation Day, each Provisional Liquidation Day and each Daily Settlement Date occurring during such Settlement Period and of the allocation of the amount of such deposit to each outstanding Receivable Interest; provided, however, that, if Crown (USA) is not the Servicer, Crown (USA) shall advise the Servicer of the occurrence of each such Liquidation Day, each Provisional Liquidation Day and each Daily Settlement Date occurring during such Settlement Period on or prior to such day.
(c) On the second Business Day of each week, by no later than 12:00 noon (New York City time), the Servicer shall prepare and furnish to the Agent for the Owners a Weekly Report relating to the Receivable Interests as at the end of the last Business Day of the immediately preceding week; provided, however, that the Servicer shall not be required to furnish to the Agent a Weekly Report under this Section 2.07(c) during those periods of time in which the Net Receivables Pool Balance shall exceed the Required Net Receivables Pool Balance by more than $40,000,000.
(d) On each Business Day by no later than 11:00 a.m. (New York City time), the Servicer shall prepare and furnish to the Agent for the Owners a Daily Report, stating (i) the aggregate amount of the Net Receivables Pool Balance as of the end of the immediately preceding Business Day, in such detail as shall be satisfactory to the Agent, (ii) the aggregate amount of the Collections from the Pool Receivables received by or on behalf of the Servicer as of the end of the immediately preceding Business Day, in such detail as shall be satisfactory to the Agent, (iii) the aggregate of sales and billings of each Originatxx xx xx the end of the immediately preceding Business Day, and (iv) such other information as shall be specified from time to time by the Agent.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Crown Cork & Seal Co Inc)