Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") shall be payable in full by Buyer to Originator on the date hereof, and shall be paid to Originator in the following manner: (i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, and (ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d). (b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner: (i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand; (ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and (iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder. (c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise. (d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid in full by Buyer to Originator on the date such Receivable is purchased, a precise reconciliation of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation Period. Although such reconciliation shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections received.
Appears in 3 contracts
Samples: Receivables Sale Agreement (Pennsylvania Electric Co), Receivables Sale Agreement (Pennsylvania Power Co), Receivables Sale Agreement (Pennsylvania Electric Co)
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables which are in existence on the close of business on the Business Day immediately immediate preceding the date hereof (the "“Initial Cutoff Date"”) shall be payable in full by Buyer to Originator on the date hereof, and shall be paid to Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be due and owing in full by Buyer to Originator or its designee on the date each such Receivable came into existence and shall be paid to Originator in the manner provided in the following paragraph (c).
(c) Although the Purchase Price for each Receivable coming into existence after the date hereof shall be due and payable in full by Buyer to Originator on the date such Receivable is purchasedcame into existence, and although Buyer intends in the ordinary course to remit to Originator on a precise reconciliation daily basis amounts (to the extent available therefor under the Purchase Agreement) from collections on the Receivables for application to the Purchase Price obligation then outstanding, settlement of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on each Settlement Dates Date with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation Period. Although such reconciliation shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital as reported by Originator to Buyer, and Buyer made pursuant shall pay to Section 1.2(b) shall be deemed to have occurred and shall be effective as of Originator in immediately available funds the date that the aggregate Purchase Price is paid. On each owing with respect to such Receivables which remains outstanding on such Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections received.
Appears in 3 contracts
Samples: Receivables Sale Agreement, Receivables Sale Agreement (Johnsondiversey Holdings Inc), Receivables Sale Agreement (Johnsondiversey Inc)
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on as of the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date"Date (together with all Related Security and all Collections ) from an Originator (other than the Initial Contributed Receivables) shall be payable in full by Buyer to such Originator on the date hereofInitial Funding Date, and shall be paid to such Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer on or prior to the Initial Funding Date in connection with its subsequent sale of an interest in such Receivables any loan made to the Purchasers it under the Purchase Agreement after Credit Agreement; provided that a portion of such funds owed to Allied shall be offset by amounts owed by Allied to Buyer on account of the payment issuance of its operating costs and any amounts payable under equity having a total value of not less than the Purchase Agreement, andRequired Capital Amount,
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from each Originator to Buyer (a "Subordinated Loan"" evidenced by an interest-bearing Subordinated Note issued by Buyer to such Originator on the Initial Funding Date in the form attached hereto as Exhibit VI) in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan (aggregated with all Subordinated Loans then outstanding to Originator) that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) twenty percent (20%) of such Purchase Price. Each Originator is hereby authorized by Buyer to endorse on the maximum schedule attached to such Originator's Subordinated Loan Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that could the failure to make such notation shall not affect any obligation of Buyer thereunder, and
(iii) to the extent the sum of amounts in subsection (i) and (ii) above shall be borrowed without rendering the Net Value less than the aggregate outstanding principal balance Purchase Price for the Purchase on the Initial Funding Date, such difference shall be transferred to Buyer by Allied through Buyer's acceptance of the Subordinated Loans (including the Subordinated Loan proposed a contribution to be made on such date)its capital from Allied. Each The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to each Originator or its designee on the date each such Business Day Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by such Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchaseeach Settlement Date, Buyer shall pay the Purchase Price therefor (together with all Related Security and all Collections) in accordance with Section 1.3(d) and in the following manner:
(i) : first, by delivery of immediately available fundsfunds to the applicable Originator, to the extent of funds available to Buyer from its any subsequent sale of an interest in the Receivables loan made to the Agent for the benefit of the Purchasers it under the Purchase Agreement Credit Agreement, Collections or other cash on hand;
(ii) ; second, by delivery of the proceeds of a Subordinated LoanLoan to such Originator, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii1.3(a)(ii); and
(iii) and third, in the case of Allied only (at Allied's sole discretion), unless any Originator or Buyer has declared the Termination Date shall to have been declared occurred pursuant to Section 5.2this Agreement, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase PricePrice owing to Allied. Subject to the limitations set forth in Section 1.2(a)(ii1.3(a)(ii), each Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Credit Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or for the Purchasers. The Originator is hereby authorized by Buyer to endorse on benefit of the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunderSecured Parties.
(c) From and after the Termination Date, no Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) in the case of Allied, contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b1.3(b) unless Originator Allied reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in loans made to Buyer under the Receivables pursuant to the Purchase Credit Agreement, Collections, proceeds of Subordinated Loans Loans, other cash on hand or otherwise.
(d) Although (i) the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid due and payable in full by Buyer to each applicable Originator on the date such Receivable is purchasedcomes into existence, a precise reconciliation and (ii) subject to the provisions of the Credit Agreement, Collections are applied daily to pay the Purchase Price of Receivables, Related Security and Collections transferred hereunder on such day, final settlement of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold Receivables, Related Security and Collections coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Purchase Report delivered by Originator for the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation PeriodPeriod then most recently ended. Although such reconciliation final settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) 1.3 and any contribution of capital by Originator Allied to Buyer made pursuant to Section 1.2(b1.3(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedfinal settlement relates.
Appears in 2 contracts
Samples: Receivables Sale Agreement (Allied Waste Industries Inc), Receivables Sale Agreement (Allied Waste Industries Inc)
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on as of the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date"Date (other than the Initial Contributed Receivables) shall be payable was paid in full by Buyer to each Originator on the date hereofJune 27, 2005, and shall be was paid to each Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds on hand to Buyer or made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers Three Pillars Funding, LLC (“TPF”) under the Receivables Purchase Agreement dated as of June 27, 2005 (as amended, supplemented and modified through the date hereof among Buyer, Servicer, TPF and SunTrust Xxxxxxxx Xxxxxxxx, Inc. (formerly known as SunTrust Capital Markets), as administrator; provided that a portion of such funds was offset by amounts such Originator agreed to make as capital contributions such that after giving effect thereto, the payment of its operating costs and any amounts payable under Buyer’s Net Worth was not less than the Purchase AgreementRequired Capital Amount, and
(ii) second, the balance, by delivery of the proceeds of a the related subordinated revolving loan from such Originator to Buyer (each, a "“Subordinated Loan"” and collectively, the “Subordinated Loans”) in an amount not to exceed the least lesser of (A) the remaining unpaid portion of such Purchase Price, Price and (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's ’s Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date)Amount. Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the related Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder. The Purchase Price for each Receivable coming into existence and purchased by the Buyer after the Initial Cutoff Date shall be due and owing in full by Buyer to the related Originator or its designee on the date each such Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by such Originator to Buyer under the Existing Agreement and hereunder and which have become due but remain unpaid) and shall be paid to such Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables coming into existence after the Initial Cutoff Date, on each Settlement Date, Buyer shall pay, to the relevant Originator, the Purchase Price therefor in accordance with Section 1.3(d) and in the following manner: first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to Market Street under the Purchase Agreement or other cash on hand; second, if such Originator has requested a Letter of Credit pursuant to Section 1.8, by Buyer’s obtaining and delivering such Letter of Credit; and third, either (i) by delivery of the proceeds of the related Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.3(a)(ii) or (ii) unless such Originator or Buyer has declared the Termination Date to have occurred pursuant to this Agreement, by accepting a contribution to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.3(a)(ii), each Originator irrevocably agrees to advance each related Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the related Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, Market Street.
(c) From and after the Termination Date, no Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's ’s capital pursuant to clause third of Section 1.2(b1.3(b) unless unless, in either case, such Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans Loans, other cash on hand or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid due and payable in full by Buyer to the related Originator on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between Buyer and such Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Purchase Report delivered by such Originator for the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation PeriodPeriod then most recently ended. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the related Subordinated Note made pursuant to Section 1.2(b) 1.3 and any contribution of capital by an Originator to Buyer made pursuant to Section 1.2(b1.3(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 2 contracts
Samples: Receivables Sale Agreement (Arch Chemicals Inc), Receivables Sale Agreement (Arch Chemicals Inc)
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") shall be payable in full by Buyer to Originator on the date hereof, and shall be paid to Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement; provided that a portion of such funds shall be offset by amounts owed by Originator to Buyer on account of the issuance of equity in the manner contemplated in the Subscription Agreement after and having a total value of not less than the payment of its operating costs and any amounts payable under the Purchase AgreementRequired Capital Amount, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (Ai) the remaining unpaid portion of such Purchase Price, (Bii) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (Ciii) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder. The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator or its designee on the date each such Business Day Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchaseeach Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.2(d) and in the following manner:
(i) : first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) ; second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) and third, unless Originator has declared the Termination Date shall to have been declared occurred pursuant to Section 5.2, by accepting a contribution of Receivables to its capital pursuant to the Subscription Agreement in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans Loans, other cash on hand or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid due and payable in full by Buyer to Originator on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such the Calculation PeriodPeriod then most recently ended. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 2 contracts
Samples: Receivables Sale Agreement (Avnet Inc), Receivables Sale Agreement (Avnet Inc)
Payment for the Purchase. The Buyer may accept the offer of the Originator made in an Offer Notice delivered pursuant to Clause 2.1(a) by payment of the Purchase Price for the Receivables as follows:
(a) The the Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "“Initial Cutoff Date"”) shall be payable in full by the Buyer to the Originator on the Settlement Date immediately following the date hereofof this Deed, and shall be paid to the Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of the Sterling equivalent of funds made available to the Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, ; and
(ii) second, the balance, by delivery of the proceeds of a Sterling denominated subordinated revolving loan from the Originator to the Buyer (a "“Subordinated Loan"”) in an amount not to exceed exceeding the least lower of (A) the remaining unpaid portion of such Purchase Price, and (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum principal amount of a Subordinated Loan that could be borrowed without rendering the Buyer’s Net Value Worth less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the PurchasersMinimum Net Worth. The Originator is hereby authorized authorised by the Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of the Buyer thereunder.
(b) Subject to the Buyer wishing to accept the offer of the Originator and to Clauses 2.3(c) and 2.3(e), the Purchase Price for the Purchase of each Receivable coming into existence after the Initial Cutoff Date shall be due and owing in full by the Buyer to the Originator or its designee on the date each such Receivable came into existence (except that the Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by the Originator to the Buyer hereunder and which have become due but remain unpaid) and shall be paid to the Originator in the manner provided in paragraphs (c), (d) and (e) below.
(c) From and With respect to any Receivables coming into existence after the Termination Initial Cutoff Date, the Buyer shall pay the Purchase Price for the Purchase therefor on each Settlement Date in accordance with Clause 2.3(e) and in the following manner:
(i) first, by delivery of immediately available funds, to the extent of the Sterling equivalent of funds made available to the Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand; and
(ii) second, by delivery of the proceeds of a Subordinated Loan made in accordance with Clause 2.3(a)(ii). Subject to the limitations set out in Clause 2.3(a)(ii), the Originator irrevocably agrees to advance each Subordinated Loan requested by the Buyer on or prior to the Amortisation Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which the Buyer is not be obligated required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Purchasers.
(but d) As of the Amortisation Date, the Originator may, at its sole option): (i) , offer to sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) the Buyer unless the Originator reasonably determines that the Purchase Price therefor will not be satisfied with funds available to the Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans Loans, other cash on hand or otherwise.
(de) Although Notwithstanding that the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid due and payable in full by the Buyer to the Originator on the date such Receivable is purchasedcame into existence:
(i) and whereas the Buyer intends in the ordinary course to remit to the Originator on a daily basis amounts (to the extent available therefore under the Purchase Agreement) from Collections for application to the Purchase Price obligations, a precise reconciliation the outstanding settlement of the Purchase Price between the Buyer and the Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report reports delivered by the Servicer pursuant to Article VIII Clause 8.5 of the Purchase Agreement for such the Calculation Period. Although such reconciliation shall be effected on Settlement Dates, Period then most recently ended; and
(ii) increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(bClause 2.3(c) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 2 contracts
Samples: Receivables Offer Deed (Johnsondiversey Holdings Inc), Receivables Offer Deed (Johnsondiversey Inc)
Payment for the Purchase. (a) The Purchase Price for the each Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") from a Seller shall be payable in full by Buyer SunGard Financing to Originator such Seller or its designee on the date hereof, each Purchase Date and shall be paid to Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator Seller in the manner provided in this Article I; provided that for purposes of the following paragraphs initial Purchase Date, the Purchase Price for the Receivables existing on such date shall be based on the Receivables of each Seller existing as of the Cut-Off Date (bthe “Initial Effective Date Purchase Price”). On the first Settlement Date occurring after the Closing Date (the “Initial Settlement Date”), each Seller shall determine the Purchase Price for the Receivables existing on the Closing Date based on the Receivables actually existing on the Closing Date (c) and (dthe “Actual Effective Date Purchase Price”).
(b) With . If the Initial Effective Date Purchase Price paid by SunGard Financing on the Closing Date is greater than the Actual Effective Date Purchase Price with respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originatedSeller, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer Seller shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in SunGard Financing an amount equal to such excess on the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Initial Settlement Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with If the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Initial Effective Date Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized Price paid by Buyer to endorse SunGard Financing on the schedule attached to Closing Date is less than the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Actual Effective Date Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid in full by Buyer to Originator on the date such Receivable is purchased, a precise reconciliation of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold during the same Calculation Period most recently ended prior any Seller, SunGard Financing shall pay to such Seller an amount equal to such difference on the Initial Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation Period. Although such reconciliation shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in increasing the outstanding principal amount of the Subordinated First Step Intercompany Note occurring during for the immediately preceding Calculation Period account of such Seller in the amount of the difference.
(b) Upon the fulfillment of the conditions set forth in Article III, the Purchase Price for Receivables shall be paid by or provided for (without duplication) by SunGard Financing in the manner provided in Section 1.2(c) on the date of the initial Purchase from the applicable Seller and on each Purchase Date thereafter until the Amortization Date.
(c) The Purchase Price for Receivables shall account be paid by SunGard Financing on each Purchase Date (including the initial Purchase Date) as follows:
(i) by netting the amount of any Purchase Price Credits then due to SunGard Financing against such Purchase Price;
(ii) to the extent available for such net increase purpose (as determined by SunGard Financing), in cash;
(iii) by means of an addition to the principal amount of the First Step Intercompany Note in an aggregate amount up to the remaining portion of the Purchase Price (after subtraction of the amounts paid in accordance with clauses (i) and (ii) of this subsection (c). Any such addition to the principal amount of the First Step Intercompany Note shall be allocated among the Sellers (pro rata according to the aggregate purchase price for the Receivables sold by each Seller on such day) by the Seller Agent in accordance with the provisions of this Section 1.2(c)(iii) and Section 1.8. The Seller Agent may evidence such additional principal amounts by recording the date and amount thereof on the grid attached to the First Step Intercompany Note; provided, however, that the failure to make any such recordation or net reduction any error in such grid shall not adversely affect any Seller’s rights.
(d) The Seller Agent shall be responsible, in accordance with Section 1.2(a), for allocating among the Sellers the payment of the Purchase Price and any amounts netted therefrom pursuant to Section 1.2(c)(i) or credited to SunGard Financing pursuant to Section 1.2(c)(i) or paid in the form of cash to be paid pursuant to Sections 1.2(c)(ii) or in the form of an addition to the principal amount of the First Step Intercompany Note pursuant to Section 1.2(c)(iii). All amounts payable by SunGard Financing in respect of the Purchase Price shall be paid by SunGard Financing to an account of the Seller Agent for allocation by the Seller Agent to the respective Sellers (ratably in accordance with the portion of the Purchase Price owing to each). Each of the Sellers hereby appoints the Seller Agent as its books agent for purposes of receiving such payments, making such allocations and recordstaking any other actions hereunder on its behalf and hereby authorizes SunGard Financing to make all payments due to such Seller directly to, or as directed by, the Seller Agent. Originator The Seller Agent hereby accepts and agrees that within three (3) Business Days after Buyer to such appointment. Any such payment by SunGard Financing to or at the direction of the Seller Agent shall constitute a full and complete discharge of SunGard Financing’s liability for the amounts so requestspaid, Originator will provide Buyer with a current report whether or not the proceeds of daily sales giving rise such payment are properly distributed by the Seller Agent to Receivables purchased hereunder and a current daily report of Collections receivedthe applicable Seller for whose account such payment was made.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Sungard Data Systems Inc), Receivables Purchase Agreement (Sungard Data Systems Inc)
Payment for the Purchase. (a) The Purchase Price for the any Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") hereunder shall be payable in full by Buyer to the Originator on the date hereofof such Receivables in accordance with Section 1.2(b), and shall be paid to such Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, or other cash on hand; and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from such Originator to Buyer (a "“Subordinated Loan"”) in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's ’s Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the its Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder. Subject to the limitations set forth in Section 1.2(a)(ii), each Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Notes and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Purchasers.
(cb) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date purchased hereunder shall be paid due and payable in full by Buyer to the Originator of such Receivable on the date Purchase Date for such Receivable is purchasedReceivable, a precise reconciliation provided that settlement of the Purchase Price between Buyer and each Originator shall be effected on the next occurring Settlement Date (or, if the Purchase Date is a monthly basis Settlement Date, on Settlement Dates with respect to all Receivables sold during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation PeriodDate). Although such reconciliation shall be effected on Settlement DatesIn addition, increases or decreases in the amount owing under the Subordinated Note Notes made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b1.2(a) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each next Settlement Date, Originator shall determine the net Date to occur after such increase or the net reduction in the outstanding principal amount of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receiveddecrease.
Appears in 2 contracts
Samples: Receivables Sale Agreement, Receivables Sale Agreement (Patterson Companies, Inc.)
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately immediate preceding the date hereof (the "“Initial Cutoff Date"”) shall be payable in full by Buyer to Originator on the date hereof, and shall be paid to Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "“Subordinated Loan"”) in an amount not to exceed the least of (Ai) the remaining unpaid portion of such Purchase Price, and (Bii) the maximum Subordinated Loan that could be borrowed without rendering Buyer's ’s Net Worth less than the Required Capital Amount and (C) Minimum Net Worth. The Originator is hereby authorized by Buyer to endorse on the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of schedule attached to the Subordinated Loans (including Note an appropriate notation evidencing the Subordinated Loan proposed date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to be made on make such date)notation shall not affect any obligation of Buyer thereunder. Each The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator or its designee on the date each such Business Day Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Cutoff Datedate hereof, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchaseeach Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.2(d) and in the following manner:
(i) : first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) ; and second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) Buyer unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date date hereof shall be paid due and payable in full by Buyer to Originator on the date such Receivable is purchasedcame into existence, and although Buyer intends in the ordinary course to remit to Originator on a precise reconciliation daily basis amounts (to the extent available therefor under the Purchase Agreement) from collections on the Receivables for application to the Purchase Price obligation then outstanding, settlement of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Sub-Servicer pursuant to Article VIII of VII for the Purchase Agreement for such Calculation PeriodPeriod then most recently ended. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 2 contracts
Samples: Receivables Sale Agreement (Johnsondiversey Inc), Receivables Sale Agreement (Johnsondiversey Holdings Inc)
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on as of the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date"Date (other than the Initial Contributed Receivables) shall be payable in full by Buyer to Originator IPFS on the date hereof, and shall be paid to Originator IPFS in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with from its subsequent sale of an interest in such Receivables to the Purchasers borrowings under the Purchase Agreement after the payment of its operating costs Credit and any amounts payable under the Purchase Security Agreement, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator IPFS to Buyer (a "“Subordinated Loan"”) in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's ’s Net Worth less than the Required Capital Amount Amount, and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans fifteen percent (including the Subordinated Loan proposed to be made on such date). Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid15%) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator IPFS is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder. The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be due and owing in full by Buyer to IPFS or its designee on the date each such Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by IPFS to Buyer hereunder and which have become due but remain unpaid) and shall be paid to IPFS in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables coming into existence after the Initial Cutoff Date, on each Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.3(d) and in the following manner: first, by delivery of immediately available funds, to the extent of funds available to Buyer from its borrowing, and pledge, of an interest in the Receivables to, the Administrative Agent for the benefit of the Lenders under the Credit and Security Agreement or other cash on hand; second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.3(a)(ii); and third, unless IPFS or Buyer has declared the Termination Date to have occurred pursuant to this Agreement, by accepting a contribution to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.3(a)(ii), IPFS irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Credit and Security Agreement to set aside for the benefit of, or otherwise pay over to, the Lenders.
(c) From and after the Termination Date, Originator IPFS shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's ’s capital pursuant to clause third of Section 1.2(b1.3(b) unless Originator IPFS reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Credit and Security Agreement, Collections, proceeds of Subordinated Loans Loans, other cash on hand or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid due and payable in full by Buyer to Originator IPFS on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between Buyer and Originator IPFS shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Purchase Report delivered by IPFS for the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation PeriodPeriod then most recently ended. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) 1.3 and any contribution of capital by Originator IPFS to Buyer made pursuant to Section 1.2(b1.3(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 1 contract
Samples: Receivables Sale and Contribution Agreement (International Paper Co /New/)
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") shall be payable in full by Buyer Originator to Originator the Original Seller of such Receivables on the date hereof, and shall be paid to Originator in the following manner:
(i) first, such Original Seller by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the . The Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Price for each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer Originator to Originator the Original Seller of such Receivable or its designee on the date each such Business Day Receivable came into existence (except that Buyer Originator may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by the applicable Original Seller to Originator to Buyer hereunder and which that have become due but remain unpaid) and shall be paid to Originator such Original Seller in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Cutoff Date, on the first Business Day after such Receivable is originatedeach Settlement Date, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer Originator shall pay the Purchase Price therefor in the following manner:
(iaccordance with Section 1.2(d) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) From and after the Termination Date, Originator no Original Seller shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwiseOriginator.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid due and payable in full by Buyer Originator to Originator the Original Seller of such Receivable on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between Buyer Originator and Originator each Original Seller shall be effected on a monthly basis on each Settlement Dates Date with respect to all Receivables sold coming into existence (i) if settlement is effected on a monthly basis, during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for the Calculation Period most recently ended or (ii) if settlement is effected on a weekly basis, during the calendar week reported in the Weekly Report most recently delivered by the Servicer pursuant to Article VIII of the Purchase Agreement and based on the information contained in such Calculation PeriodWeekly Report. Although such reconciliation settlement shall be effected on Settlement Datesin the foregoing manner, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer Originator made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 1 contract
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately immediate preceding the date hereof (the "“Initial Cutoff Date"”) shall be payable in full by Buyer to Originator on the date hereof, and shall be paid to Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers JWPR Corporation under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Sale Agreement, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "“Subordinated Loan"”) in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) . The Originator is hereby authorized by Buyer to endorse on the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of schedule attached to the Subordinated Loans (including Note an appropriate notation evidencing the Subordinated Loan proposed date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to be made on make such date)notation shall not affect any obligation of Buyer thereunder. Each The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator or its designee on the date each such Business Day Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Cutoff Datedate hereof, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchaseeach Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.2(d) and in the following manner:
(i) : first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers JWPR Corporation under the Purchase Sale Agreement or other cash on hand;
(ii) ; and second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Amortization Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunderNote.
(c) From and after the Termination Amortization Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) Buyer unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Sale Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date date hereof shall be paid due and payable in full by Buyer to Originator on the date such Receivable is purchasedcame into existence, and although Buyer intends in the ordinary course to remit to Originator on a precise reconciliation daily basis amounts (to the extent available therefor under the Sale Agreement) from collections on the Receivables for application to the Purchase Price obligation then outstanding, settlement of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained provided in the Monthly Report delivered accordance with Section 7.5 by the Sub-Servicer pursuant to Article VIII of for the Purchase Agreement for such Calculation PeriodPeriod then most recently ended. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 1 contract
Samples: Receivables Sale Agreement (Johnsondiversey Holdings Inc)
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") shall be payable in full by Buyer to Originator on the date hereof, and shall be paid to Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable purchased hereunder shall be due and owing in full by Buyer to Originator or its designee on the Transfer Date therefor (but shall be reconciled on the Settlement Date immediately following such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaidTransfer Date as described below) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manneras follows:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Managing Agents and the Purchasers under the Purchase Agreement or other cash on hand;; and
(ii) second, either (1) by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a “Subordinated Loan, provided that ”) in an amount not to exceed the making lesser of any (x) the remaining unpaid portion of such Purchase Price and (y) the maximum Subordinated Loan shall that could be subject to borrowed without rendering Buyer’s Net Worth less than the provisions set forth Required Capital Amount; and/or (2) at Originator’s election as contemplated in Section 1.2(a)(ii1.2(c); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting such Receivables as a contribution of Receivables to its Buyer’s capital in an amount equal to the remaining unpaid balance of such Purchase Price. The Buyer may, with respect to any Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid. Subject to the limitations set forth in Section 1.2(a)(ii)clause (ii)(1) above, Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or Agent, the Managing Agents, the Purchasers, the Servicer or any other “Indemnified Party” referenced in the Purchase Agreement. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(db) Although the Purchase Price for each Receivable coming into existence purchased after the Initial Cutoff Date date hereof shall be paid in full due and payable by Buyer to Originator on the date such Receivable is purchasedTransfer Date therefor, a precise reconciliation of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such the Calculation Period. Although such reconciliation shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b1.2(a) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paiddue and payable. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount of the Subordinated Note and the amount of any capital contributions occurring during the immediately preceding Calculation Period and shall account for such net increase or net reduction in its books and records.
(c) Each contribution of a Receivable by Originator to Buyer shall be deemed to be a Purchase of such Receivable by Buyer for all purposes of this Agreement. Buyer hereby acknowledges that Originator hereby agrees that within three shall have no obligations to make further capital contributions to Buyer, in respect of Originator’s equity interest in Buyer or otherwise, in order to provide funds to pay the Purchase Price to Originator under this Agreement or for any other reason.
(3d) Business Days after If Buyer so requestsshall fail to make any payment of the applicable Purchase Price in respect of any Purchase on or before the Settlement Date immediately following the Transfer Date for such Purchase, then Originator shall not be obligated to sell the Receivables and the property related thereto subject to such Purchase to Buyer, and in such event, Originator will provide Buyer with shall give Buyer, Agent and each Managing Agent written notice that it is not selling such Receivables and related property as a current report result of daily sales giving rise Buyer’s failure to Receivables purchased hereunder and a current daily report of Collections receivedpay the applicable Purchase Price when due (an “Election Notice”).
Appears in 1 contract
Payment for the Purchase. (a) The Purchase Price for the any Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") hereunder shall be payable in full by Buyer to the Originator on the date hereofof such Receivables in accordance with Section 1.2(b), and shall be paid to such Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, or other cash on hand; and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from such Originator to Buyer (a "“Subordinated Loan"”) in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's ’s Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the its Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder. Subject to the limitations set forth in Section 1.2(a)(ii), each Originator irrevocably agrees to advance each Subordinated Loan requested by Xxxxx on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Notes and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Purchasers.
(cb) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date purchased hereunder shall be paid due and payable in full by Buyer to the Originator of such Receivable on the date Purchase Date for such Receivable is purchasedReceivable, a precise reconciliation provided that settlement of the Purchase Price between Buyer and each Originator shall be effected on the next occurring Settlement Date (or, if the Purchase Date is a monthly basis Settlement Date, on Settlement Dates with respect to all Receivables sold during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation PeriodDate). Although such reconciliation shall be effected on Settlement DatesIn addition, increases or decreases in the amount owing under the Subordinated Note Notes made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b1.2(a) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each next Settlement Date, Originator shall determine the net Date to occur after such increase or the net reduction in the outstanding principal amount of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receiveddecrease.
Appears in 1 contract
Samples: Receivables Sale Agreement (Patterson Companies, Inc.)
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") shall be payable in full by Buyer to Originator on the date hereof, and shall be paid to Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, and;
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (each a "Subordinated Loan") in an amount not to exceed the least lesser of (Ai) the remaining unpaid portion of such Purchase Price, Price and (Bii) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount Amount. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder; and
(Ciii) the maximum Subordinated Loan that could be borrowed without rendering balance, unless Originator has declared the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed Amortization Date to be made on such date)have occurred pursuant to Section 5.2, by accepting a contribution to its capital. Each The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator or its designee on the date each such Business Day Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Cutoff Datedate hereof, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchaseeach Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.2(d) and in the following manner:
(i) : first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) ; second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) and third, unless Originator has declared the Termination Amortization Date shall to have been declared occurred pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Amortization Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) From and after the Termination Amortization Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date date hereof shall be paid due and payable in full by Buyer to Originator on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Collection Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation Periodthe Collection Period then most recently ended. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Collection Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 1 contract
Payment for the Purchase. (a) The Purchase Price for the any Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") hereunder shall be payable in full by Buyer to the Originator on the date hereofof such Receivables in accordance with Section 1.2(b), and shall be paid to such Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, andor other cash on hand;
(ii) secondsolely in the case of PDSI, to the extent elected by PDSI in its sole discretion, by Buyer accepting a contribution of such Receivable to Buyer’s capital in an amount equal to such portion of such Purchase Price as elected by PDSI; and
(iii) the balance, by delivery of the proceeds of a subordinated revolving loan from such Originator to Buyer (a "“Subordinated Loan"”) in an amount not to exceed the least lesser of (A) the remaining unpaid portion of such Purchase Price, Price and (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's ’s Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase PriceAmount. Subject to the limitations set forth in Section 1.2(a)(ii1.2(a)(iii), each Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Purchase Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note Notes and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(cb) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date purchased hereunder shall be paid due and payable in full by Buyer to the Originator of such Receivable on the date such Receivable is purchased, a precise reconciliation of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation PeriodReceivable. Although such reconciliation shall be effected on Settlement DatesIn addition, increases or decreases in the amount owing under the Subordinated Note Notes made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b1.2(a) shall be deemed to have occurred and shall be effective as of the date that the related Purchase Price is paid. On each Settlement Date.
(c) In addition to contributions of Receivables by PDSI to Buyer hereunder, Originator shall determine the net PDSI may also, at its option in its sole discretion, contribute cash to Buyer in return for an increase or the net reduction in the outstanding principal amount value of the Subordinated Note occurring during equity interest in Buyer held by PDSI. PDSI shall evidence PDSI’s election to treat all or any portion of the immediately preceding Calculation Period and shall account for Receivables as a capital contribution by recording it as such net increase or net reduction in its on the books and recordsrecords of Buyer as maintained by PDSI, and no further notice or acceptance of any such contribution shall be necessary. Originator hereby agrees that within three (3) Business Days after PDSI and Buyer so requests, Originator will provide shall each record on its respective books and records any capital contribution made by PDSI to Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedpromptly following its occurrence.
Appears in 1 contract
Samples: Receivables Sale Agreement (Patterson Companies, Inc.)
Payment for the Purchase. (a) The Purchase Price for the Purchase from each Originator of its respective Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") ), if not satisfied in accordance with Section 1.1(b), shall be payable in full by Buyer to each Originator on the date hereof, and shall be paid to each Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, ; and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from such Originator to Buyer (each a "Subordinated Loan") in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Maximum Subordinated Loan Amount. Each Originator is hereby authorized by Buyer to endorse on the schedule attached to its Subordinated Note made payable to and delivered to such Originator an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance failure to make such notation shall not affect any obligation of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date)Buyer thereunder. Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to the applicable Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by such Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to such Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Datedate hereof, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer Buyer, and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) : first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) ; second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) and third, unless solely in the case of Receivables originated by Jabil, by accepting such Receivables as a contribution to Buyer's capital in accordance with Section 1.1(b); provided, that no such capital contribution shall be made from and after the date on which Jabil has declared the Termination Date shall to have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Priceoccurred. Subject to the limitations set forth in Section 1.2(a)(ii), each Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans made by each Originator shall be evidenced by, and shall be payable in accordance with the terms and provisions of the applicable Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) Subject to Section 8.9(b), this Agreement shall terminate on the Termination Date. From and after the occurrence of a Termination DateEvent, no Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b1.1(b) unless such Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid in full by Buyer to the applicable Originator on the date such Receivable is purchased, a precise reconciliation of the Purchase Price between Buyer and such Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation Period. Although such reconciliation shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator Jabil to Buyer made pursuant to Section 1.2(b1.1(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, each Originator shall determine the net increase or the net reduction in the outstanding principal amount of the its Subordinated Note occurring during the immediately preceding Calculation Period and shall account for such net increase or net reduction in its books and records. Each Originator hereby agrees that within three (3) Business Days after Buyer so requests, such Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections received.
Appears in 1 contract
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") Cut-Off Date shall be payable in full by Buyer to Originator on the date hereof, and shall be paid to Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale the initial Loan pursuant the LFA; provided that a portion of an interest such funds shall be offset by amounts owed by Originator to Buyer on account of the issuance of equity in such Receivables to the Purchasers under manner contemplated in the Purchase Subscription Agreement after and having a total value of not less than the payment of its operating costs and any amounts payable under the Purchase Agreement, Required Capital Amount; and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (Ai) the remaining unpaid portion of such Purchase Price, (Bii) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount Amount, and (Ciii) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder. The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator or its designee on the date each such Business Day Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchaseeach Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.2(d) and in the following manner:
(i) : first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers Lenders under the Purchase Loan Agreement or other cash on hand;
(ii) ; and second, either (i) by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
or (iiiii) third, unless Originator has declared the Termination Date shall to have been declared occurred pursuant to Section 5.2, by accepting a contribution of Receivables to its capital pursuant to the Subscription Agreement in an amount equal to the remaining unpaid balance of such Purchase Price; provided, however that unless a notation is made on the schedule to the Subordinated Note to reflect a Subordinated Loan, the Buyer will be deemed to have accepted a contribution to its capital. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement LFA to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunderLenders.
(c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third second of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in Loans made by the Receivables Lenders pursuant to the Purchase AgreementLFA, Collections, proceeds of Subordinated Loans Loans, other cash on hand or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid due and payable in full by Buyer to Originator on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Loan Agreement for such the Calculation PeriodPeriod then most recently ended. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 1 contract
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on as of the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") shall be payable in full by Buyer to Originator IPCO on the date hereof, and shall be paid to Originator IPCO in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with from its subsequent sale of an interest in such Receivables to the Purchasers borrowings under the Purchase Agreement after the payment of its operating costs Credit and any amounts payable under the Purchase Security Agreement, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator IPCO to Buyer (a "“Subordinated Loan"”) in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's ’s Net Worth less than the Required Capital Amount Amount, and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans fifteen percent (including the Subordinated Loan proposed to be made on such date). Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid15%) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator IPCO is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder. The Purchase Price for each Receivable coming into existence after the date hereof shall be due and owing in full by Buyer to IPCO or its designee on the date each such Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by IPCO to Buyer hereunder and which have become due but remain unpaid) and shall be paid to IPCO in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables coming into existence after the date hereof, on each Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.3(d) and in the following manner: first, by delivery of immediately available funds, to the extent of funds available to Buyer from its borrowing, and pledge, of an interest in the Receivables to, the Administrative Agent for the benefit of the Lenders under the Credit and Security Agreement or other cash on hand; second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.3(a)(ii); and third, unless IPCO or Buyer has declared the Termination Date to have occurred pursuant to this Agreement, by accepting a contribution to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.3(a)(ii), IPCO irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Credit and Security Agreement to set aside for the benefit of, or otherwise pay over to, the Lenders.
(c) From and after the Termination Date, Originator IPCO shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's ’s capital pursuant to clause third of Section 1.2(b1.3(b) unless Originator IPCO reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Credit and Security Agreement, Collections, proceeds of Subordinated Loans Loans, other cash on hand or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date date hereof shall be paid due and payable in full by Buyer to Originator IPCO on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between Buyer and Originator IPCO shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Purchase Report delivered by IPCO for the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation PeriodPeriod then most recently ended. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) 1.3 and any contribution of capital by Originator IPCO to Buyer made pursuant to Section 1.2(b1.3(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 1 contract
Samples: Receivables Sale and Contribution Agreement (International Paper Co /New/)
Payment for the Purchase. (a) The parties acknowledge that the Purchase Price for all Receivables, Related Security and Collections existing prior to the Purchase of Receivables in existence on Amendment Date and sold and purchased under the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") shall be payable Existing RSA has been paid in full by Buyer to Originator on the date hereof, and shall be paid to Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Originator. The Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Price for each Receivable coming into existence after the Initial Cutoff Amendment Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator or its designee on the date each such Business Day Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Cutoff Amendment Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchaseeach Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.2(d) and in the following manner:
(i) : first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) ; second, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a “Subordinated Loan”), provided that the making amount of any such Subordinated Loan shall not exceed the least of (i) the remaining unpaid portion of such Purchase Price, (ii) the maximum Subordinated Loan that could be subject to borrowed without rendering Buyer’s Net Worth less than the provisions set forth in Section 1.2(a)(ii); and
Required Capital Amount and (iii) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date); and third, unless Buyer has declared the Termination Date shall to have been declared occurred pursuant to Section 5.2, by accepting a contribution of Receivables to its capital pursuant to the Subscription Agreement in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii)clause second above, Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of of, the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's ’s capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans Loans, other cash on hand or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Amendment Date shall be paid due and payable in full by Buyer to Originator on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such the Calculation PeriodPeriod then most recently ended. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 1 contract
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") shall be payable in full by Buyer to the Originator on the date hereof, and shall be paid to Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment Agreement; provided that a portion of its operating costs and such funds shall be offset by any amounts payable under owed by Originator to Buyer on account of the Purchase Agreementissuance of equity by Buyer to Originator, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder. The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator or its designee on the date each such Business Day Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which that have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchaseeach Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.2(d) and in the following manner:
(i) : first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) ; second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) and third, unless Originator has declared the Termination Date shall to have been declared occurred pursuant to Section 5.2, by accepting a contribution of Receivables to its Buyer's capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which that Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid due and payable in full by Buyer to Originator on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on each Settlement Dates Date with respect to all Receivables sold coming into existence (i) if settlement is effected on a monthly basis, during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for the Calculation Period most recently ended or (ii) if settlement is effected on a weekly basis, during the calendar week reported in the Weekly Report most recently delivered by the Servicer pursuant to Article VIII of the Purchase Agreement and based on the information contained in such Calculation PeriodWeekly Report. Although such reconciliation settlement shall be effected on Settlement Datesin the foregoing manner, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 1 contract
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") shall be payable in full by Buyer to Originator on the date hereof, and shall be paid to Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable date hereof shall be due and owing in full by Buyer to Originator or its designee on the date each such Business Day Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c), (d) and (de).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Cutoff Datedate hereof, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchaseeach Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.2(d) and (e) and in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from (i) its subsequent sale of an interest in the Receivables to the each Managing Agent for the benefit of the Purchasers under the Purchase Agreement Agreement, (ii) Collections arising from any Receivables previously sold to Buyer in which Buyer has retained an interest, or (iii) other cash on hand;
(ii) second, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan"), provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii)below; and
(iii) third, unless the Termination Originator has declared the Amortization Date shall to have been declared occurred pursuant to Section 5.2, by accepting a contribution of Receivables to its capital pursuant to the Subscription Agreement in an amount equal to the remaining unpaid balance of such Purchase Price. Subject The Maximum amount of any Subordinated Loan that can be borrowed by Buyer pursuant to clause (ii) above is limited to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each maximum Subordinated Loan requested by Buyer on or prior to that could be borrowed without rendering Buyer's Net Worth less than the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the PurchasersRequired Capital Amount. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder. Subject to the limitations set forth in the second preceding sentence, Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Amortization Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Purchasers, the Agent, the Managing Agents or any other Person then entitled to any amounts as specified in the Purchase Agreement.
(c) From and after the Termination Amortization Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) On each day prior to the Amortization Date (unless Buyer or the Agent shall otherwise direct), Buyer may permit Originator to retain all or a specified portion of the Collections received in respect of Receivables theretofore transferred by Originator to Buyer hereunder, it being understood that in the event Buyer shall have sold, assigned or otherwise transferred an interest in such Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement, such Collections in the possession of such Originator or Buyer are made available to Buyer at the discretion of the Agent and the Managing Agents. Any such Collections so retained by Originator ("Applied Collections") shall, on and as of the date of receipt thereof, be (i) deemed applied toward the Purchase Price of any Receivables of Originator arising on such date and then being transferred to Buyer pursuant to the terms hereof, to the extent of any such Purchase Price, (ii) then, in respect of any balance remaining, deemed applied toward the Purchase Price of any other Receivables of Originator arising during such Accrual Period and in respect of which the Purchase Price shall not theretofore have been paid, to the extent of any such Purchase Price, and (iii) in respect of any balance remaining, held in trust by Originator for the benefit of Buyer until the earlier to occur of (A) application toward the Purchase Price for any Purchase occurring on any later date and (B) the next following Settlement Date, in which case such amount shall be remitted to Buyer.
(e) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date date hereof shall be paid due and payable in full by Buyer to Originator on the date such Receivable is purchasedcame into existence, a precise reconciliation and payment of such Purchase Price shall be made from Applied Collections, to the extent available, as provided in Section 1.2(d), final settlement of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for the Calculation Period then most recently ended. On each Settlement Date, Buyer and Originator shall cause a reconciliation to made in respect of all Purchases that shall have been made during the Calculation Period then most recently ended. To the extent that the aggregate amount of Applied Collections retained by Originator during such Calculation Period shall have been less than the aggregate Purchase Price in respect of all Purchases made by Buyer from Originator during such month, Buyer shall pay the balance due in respect of such aggregate Purchase Price in the manner described in Section 1.2(a). To the extent that the aggregate amount of Applied Collections retained by Originator during such Calculation Period shall have been greater than the aggregate Purchase Price in respect of all Purchases made by Buyer from Originator during such Calculation Period, Originator shall turn over such excess to Buyer either by remitting such excess in immediately available funds to Buyer or by directing that a reduction in the outstanding balance of the Subordinated Loan occur in an amount equal to such excess, or a combination of both. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that last Business Day of the Calculation Period to which such settlement relates.
(f) At all times prior to the occurrence of the Amortization Date, notwithstanding any delay in the making of any payment of the Purchase Price is paidin respect of any Purchase, all right, title and interest of Originator in and to each Receivable shall be sold, assigned and otherwise transferred to Buyer effective immediately and automatically upon the creation of such Receivable, without any further action of any type or kind being required on the part of any Person. On each Settlement Date, Originator shall determine The monthly settlement and reconciliation contemplated in this Section 1.2 has been devised solely for the net increase or the net reduction in the outstanding principal amount administrative convenience of the Subordinated Note occurring during the immediately preceding Calculation Period parties hereto. Buyer and shall account for such net increase or net reduction in its books Originator may at any time, as may agreed between themselves, elect to effect settlement and records. Originator hereby agrees that within three reconciliation on a more (3but not less) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedfrequent basis.
Appears in 1 contract
Samples: Receivables Sale Agreement (Anixter International Inc)
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") shall be payable in full by Buyer to Originator on the date hereof, and shall be paid to Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each each Receivable coming into existence on or after the Initial Cutoff Restatement Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to the Originator of such Receivable or its designee on the date each such Business Day Receivable comes into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by such Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to such Originator in the manner provided in the following paragraphs (b), (c), (d) and (de).
(b) With respect to any Receivables sold coming into existence on or contributed hereunder after the Initial Cutoff Restatement Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;; and
(ii) second, the balance of such Purchase Price by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal not to exceed the least of (A) the remaining unpaid balance portion of such Purchase Price. Subject to Price and (B) the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each maximum Subordinated Loan requested by Buyer on or prior to that could be borrowed without rendering Buyer’s Net Worth less than the Termination DateRequired Capital Amount. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Each Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder. Subject to the limitations set forth in Section 1.2(b)(ii), each Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Amortization Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Purchasers.
(c) From and after the Termination Amortization Date, no Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) Buyer unless such Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) On each day prior to the Amortization Date (unless Buyer or the Agent shall otherwise direct), the Collections received in respect of Receivables theretofore transferred by the Originators to Buyer hereunder (“Applied Collections”), shall, on and as of the date of receipt thereof, be (i) deemed applied toward the Purchase Price of any Receivables of the Originators arising on such date and then being transferred to Buyer pursuant to the terms hereof, to the extent of any such Purchase Price, (ii) then, in respect of any balance remaining, deemed applied toward the Purchase Price of any other Receivables of any of the Originators arising during such Calculation Period and in respect of which the Purchase Price shall not theretofore have been paid, to the extent of any such Purchase Price, and (iii) in respect of any balance remaining, held by or for the benefit of Buyer until the earlier to occur of (A) application toward the Purchase Price for any Purchase occurring on any later date and (B) the next following Settlement Date, in which case such amount shall be remitted to Buyer.
(e) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date originated by an Originator shall be paid due and payable in full by Buyer to such Originator on the date hereof (in the case of each Receivable purchased on the date hereof) or on the date such Receivable is purchasedcame into existence (in the case of each subsequent purchase), a precise reconciliation and payment of such Purchase Price shall be made from Applied Collections, to the extent available, as provided in Section 1.2(d), final settlement of the Purchase Price between Buyer and such Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for the Calculation Period then most recently ended. On each Settlement Date, Buyer and each Originator shall cause a reconciliation to be made in respect of all Purchases that shall have been made during the Calculation Period then most recently ended. To the extent that the aggregate amount of Applied Collections during such Calculation Period shall have been less than the aggregate Purchase Price in respect of all Purchases made by Buyer from such Originator during such month, Buyer shall pay the balance due in respect of such aggregate Purchase Price in the manner described in Section 1.2(b). To the extent that the aggregate amount of Applied Collections with respect to such Originator during such Calculation Period shall have been greater than the aggregate Purchase Price in respect of all Purchases made by Buyer from such Originator during such Calculation Period, such excess shall be applied to a reduction in the outstanding balance of the Subordinated Loan owing by Buyer to such Originator in an amount equal to such excess, and any remaining portion of such excess shall be retained by or paid over to Buyer. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer Loans made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that last Business Day of the Calculation Period to which such settlement relates.
(f) At all times prior to the Amortization Date, notwithstanding any delay in the making of any payment of the Purchase Price is paidin respect of any Purchase, all right, title and interest of each Originator in and to each Receivable originated by it shall be sold, assigned and otherwise transferred to Buyer effective immediately and automatically upon the creation of such Receivable, without any further action of any type or kind being required on the part of any Person. On each Settlement Date, Originator shall determine The monthly settlement and reconciliation contemplated in this Section 1.2 has been devised solely for the net increase or the net reduction in the outstanding principal amount administrative convenience of the Subordinated Note occurring during the immediately preceding Calculation Period parties hereto. Buyer and shall account for such net increase or net reduction in its books each Originator may at any time, as may agreed between themselves, elect to effect settlement and records. Originator hereby agrees that within three reconciliation on a more (3but not less) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedfrequent basis.
Appears in 1 contract
Samples: Receivables Sale Agreement (Insight Enterprises Inc)
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") shall be payable in full by Buyer to Originator Morningstar on the date hereof, and shall be paid to Originator Morningstar in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT subsequent sale of an interest in such Receivables to the Purchasers Dairy Group L.P. under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Sale Agreement, ; and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator Morningstar to Buyer (a "Subordinated Transfer Loan") in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Transfer Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Transfer Loans (including the Subordinated Transfer Loan proposed to be made on such date). Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator Morningstar is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Transfer Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder. The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be due and owing in full by Buyer to Morningstar or its designee on the date each such Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Morningstar to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Morningstar in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables coming into existence after the Initial Cutoff Date, on each Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.2(d) and in the following manner: first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to Dairy Group L.P. under the Sale Agreement or other cash on hand; and second, by delivery of the proceeds of a Subordinated Transfer Loan, provided that the making of any such Subordinated Transfer Loan shall be subject to the provisions set forth in Section 1.2(a)(ii). Subject to the limitations set forth in Section 1.2(a)(ii), Morningstar irrevocably agrees to advance each Subordinated Transfer Loan requested by Buyer on or prior to the Termination Date. The Subordinated Transfer Loans shall be evidenced by, and shall be payable in AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT accordance with the terms and provisions of the Subordinated Transfer Note and shall be payable solely from funds which Buyer is not required under the Sale Agreement to set aside for the benefit of, or otherwise pay over to, Dairy Group L.P. (and its assigns).
(c) From and after the Termination Date, Originator Morningstar shall not be obligated to (but may, at its option): (i) ), sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid due and payable in full by Buyer to Originator Morningstar on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between Buyer and Originator Morningstar shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer Servicers pursuant to Article VIII of the Purchase Agreement for such the Calculation PeriodPeriod then most recently ended. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Transfer Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 1 contract
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables and in existence on as of the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") Date shall be payable in full by Buyer to Originator Seller on the date hereof, ; and shall be paid to Originator Seller in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Agent for the benefit of the Purchasers under the Receivables Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, or other cash on hand; and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator Seller to Buyer (a "“Subordinated Loan"Loan ”) in an amount not to exceed the least lesser of (A) the remaining unpaid portion of such Purchase Price, and (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's ’s Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date)Amount. Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator Seller is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(b) With respect to each Receivable arising on and after the Initial Cutoff Date, the Purchase Price for each such Receivable shall be due and owing in full by Buyer to Seller or its designee on the date such Receivable is acquired (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Seller to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Seller on the next occurring Weekly Settlement Date, in accordance with Section 1.3(e) and in the following manner: first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Receivables Purchase Agreement or other cash on hand; second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section l.3(a)(ii); and third, unless Buyer or Seller has declared the Purchase Termination Date to have occurred in accordance with this Agreement, by Buyer’s acceptance of a contribution to its capital in an amount equal to the remaining unpaid balance of such Purchase Price.
(c) Subject to the limitations set forth in Section 1 .3(a)(ii), Seller irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Purchase Termination Date. The Subordinated Loans owing to Seller shall be evidenced by, and shall be payable in accordance with the terms and provisions of its Subordinated Note and shall be payable solely from funds which Buyer is not required under the Receivables Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent for the benefit of the Purchasers.
(d) From and after the Purchase Termination Date, Originator (i) Seller shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or Buyer and (ii) Seller shall not be obligated to (but may, at its option) contribute Receivables to Buyer's ’s capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise1.3(b).
(de) Although the Purchase Price for each Receivable coming into existence Receivables arising on or after the Initial Cutoff Date shall be paid due and payable in full by Buyer to Originator Seller on the date such Receivable is purchasedarises, a precise reconciliation settlement of the Purchase Price between Buyer and Originator Seller shall be effected on a monthly weekly basis on Weekly Settlement Dates with respect to all Receivables sold acquired during the same Calculation Period most recently ended prior to such Settlement Date week and based on the information contained in the Monthly Weekly Report delivered by the Servicer pursuant to Article VIII of the Receivables Purchase Agreement for such Calculation Periodthe week then most recently ended. Although such reconciliation settlement shall be effected on Weekly Settlement Dates, increases or decreases in the amount owing to Seller under the Subordinated Note made pursuant to Section 1.2(b1.3(b) and any contribution of capital by Originator Seller to Buyer made pursuant to Section 1.2(b1.3(b) shall be deemed to have occurred and shall be effective as of the date that last Business Day of the Purchase Price is paid. On each week preceding such Weekly Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections received.
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Payment for the Purchase. (a) The Second Step Purchase Price for each Second Step Purchase from SunGard Financing shall be the Purchase Price (net of Receivables in existence Purchase Price Credits) payable for the related Purchase by SunGard Financing under the First Step Agreement, payable on the close dates the related Purchase Price is payable by SunGard Financing.
(b) Upon the fulfillment of business on the Business Day immediately preceding conditions set forth in Article III, the date hereof (the "Initial Cutoff Date") Second Step Purchase Price for Receivables shall be payable paid by SunGard Funding or provided for (without duplication) by SunGard Funding in full by Buyer to Originator the manner provided in Section 1.2(c) on the date hereof, of the initial Purchase from SunGard Financing and on each Purchase Date thereafter until the Amortization Date.
(c) The Second Step Purchase Price for Receivables shall be paid to Originator in by SunGard Funding on each Purchase Date (including the following mannerinitial Purchase Date) as follows:
(i) first, by delivery netting the amount of immediately available funds, any Purchase Price Credits then due to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in SunGard Financing against such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (A) the remaining unpaid portion of such Second Step Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth extent available for such purpose (as determined by SunGard Funding), in Section 1.2(a)(ii)cash; and
(iii) third, unless by means of an addition to the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution principal amount of Receivables to its capital the Second Step Intercompany Note in an aggregate amount equal up to the remaining unpaid balance portion of such the Second Step Purchase Price. Subject to Price (after subtraction of the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable amounts paid in accordance with the terms clauses (i), (ii) and provisions (iii) of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasersthis subsection (c)). The Originator is hereby authorized SunGard Financing may evidence such additional principal amounts by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing recording the date and amount of each advance thereunderthereof on the grid attached to the Second Step Intercompany Note; provided, as well as the date of each payment with respect theretohowever, provided that the failure to make any such notation recordation or any error in such grid shall not adversely affect any obligation of Buyer thereunder.
(c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwiseSunGard Financing’s rights.
(d) Although All amounts payable by SunGard Funding in respect of the Second Step Purchase Price for each Receivable coming into existence after the Initial Cutoff Date of Receivables shall be paid in by SunGard Funding to an account of SunGard Financing. Any such payment by SunGard Funding to or at the direction of SunGard Financing shall constitute a full by Buyer to Originator on and complete discharge of SunGard Funding’s liability for the date such Receivable is purchased, a precise reconciliation of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation Period. Although such reconciliation shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is amounts so paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections received.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Sungard Data Systems Inc)
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on as of the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date"Date (other than the Initial Contributed Receivables) shall be payable in full by Buyer to each Originator on the date hereof, and shall be paid to each Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement Agreement; provided that a portion of such funds shall be offset by amounts such Originator has agreed to make as capital contributions such that after giving effect thereto, the payment of its operating costs and any amounts payable under Buyer's Net Worth shall not be less than the Purchase AgreementRequired Capital Amount, and
(ii) second, the balance, by delivery of the proceeds of a the related subordinated revolving loan from such Originator to Buyer (each, a "Subordinated Loan" and collectively, the "Subordinated Loans") in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount Amount, and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance fifteen percent (15%) of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date)Purchase Price. Each Originator is hereby authorized by Buyer to endorse on the schedule attached to the related Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder. The Purchase Price for each Receivable coming into existence and purchased by the Buyer after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to the related Originator or its designee on the date each such Business Day Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by such Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to such Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchaseeach Settlement Date, Buyer shall pay pay, to the relevant Originator, the Purchase Price therefor in accordance with Section 1.3(d) and in the following manner:
(i) : first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) ; and second, either (i) by delivery of the proceeds of a the related Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
1.3(a)(ii) or (iiiii) third, unless such Originator or Buyer has declared the Termination Date shall to have been declared occurred pursuant to Section 5.2this Agreement, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii1.3(a)(ii), each Originator irrevocably agrees to advance each related Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the related Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) From and after the Termination Date, no Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b1.3(b) unless unless, in either case, such Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans Loans, other cash on hand or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid due and payable in full by Buyer to the related Originator on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between Buyer and such Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Purchase Report delivered by such Originator for the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation PeriodPeriod then most recently ended. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the related Subordinated Note made pursuant to Section 1.2(b) 1.3 and any contribution of capital by an Originator to Buyer made pursuant to Section 1.2(b1.3(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 1 contract
Payment for the Purchase. (a) The Purchase Price for the any Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") hereunder shall be payable in full by Buyer to the Originator on the date hereofof such Receivables in accordance with Section 1.2(b), and shall be paid to such Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, or other cash on hand; and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from such Originator to Buyer (a "“Subordinated Loan"”) in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's ’s Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the its Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(cb) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date purchased hereunder shall be paid due and payable in full by Buyer to the Originator of such Receivable on the date Purchase Date for such Receivable is purchasedReceivable, a precise reconciliation provided that settlement of the Purchase Price between Buyer and each Originator shall be effected on the next occurring Settlement Date (or, if the Purchase Date is a monthly basis Settlement Date, on Settlement Dates with respect to all Receivables sold during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation PeriodDate). Although such reconciliation shall be effected on Settlement DatesIn addition, increases or decreases in the amount owing under the Subordinated Note Notes made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b1.2(a) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each next Settlement Date, Originator shall determine the net Date to occur after such increase or the net reduction in the outstanding principal amount of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receiveddecrease.
Appears in 1 contract
Samples: Receivables Sale Agreement (Patterson Companies, Inc.)
Payment for the Purchase. (a) The On the Closing Date, immediately after the Buyer’s acceptance of the contribution of the Contributed Receivables Assets from CMC, the Purchase Price for the Purchase of all other Receivables Assets in existence on as of the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") Date shall be payable in full by the Buyer to the applicable Subsidiary Originator on the date hereof, and shall be paid to Originator in the following manner:
(i) first, by delivery of immediately available funds, a Subordinated Note by Buyer to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from applicable Subsidiary Originator to Buyer (a "Subordinated Loan") in an aggregate principal amount not to exceed the least lesser of (Ai) the remaining unpaid portion of such Purchase Price, Price therefor and (Bii) the maximum loan (each such loan, a “Subordinated Loan Loan”) that could be borrowed by the Buyer from the applicable Subsidiary Originator without rendering the Buyer's ’s Net Worth less than the Required Capital Amount Amount. Prior to August 15, 2014, all Receivables were paid for in accordance with the terms of this Agreement as in effect without giving effect to Omnibus Amendment No. 2.
(b) TheOn each Payment Date on and (C) after August 15, 2014, the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Purchase Price for each Purchased Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and become owing in full by the Buyer to the applicable Subsidiary Originator or its designee on the date each such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) Receivable comes into existence and shall be paid to the applicable Subsidiary Originator in on the manner provided next succeeding Monthly Settlement Date in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following mannermanneras follows:
(i) first, by delivery ofon the terms and subject to the conditions set forth in this Agreement and the Purchase Agreement, the Buyer shall pay to CMC, for the ratable account of the applicable Originators, in immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest Available Cash; and/or on such date, in the Receivables to following order: first, the Agent Purchase Price for the benefit of Receivables sold by each Originator hereunder on such Payment Date; and second, to reduce the Purchasers principal amount outstanding under the Purchase Agreement or other cash on handeach Originator’s Subordinated Note to zero;
(ii) second, by delivery an increase in theto the extent that any portion of the proceeds of a Purchase Price owing to an Originator remains unpaid, the principal amount then outstanding under the applicablesuch Originator’s Subordinated Loan, provided that the making of any such Subordinated Loan Note shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, automatically increased by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance portion of such Purchase Price. , but subject to the limitations set forth in Section 1.2(ac).; and
(iii) to the extent that the Buyer is entitled to any Purchase Price Credit pursuant to Section 1.3 in respect of Receivables sold by an Originator and the amount of such Purchase Price Credit exceeds the Purchase Price that would have been owed by such Buyer to such Originator under clause (i) above without taking such Purchase Price Credit into the calculation of such price, the principal amount outstanding under such Originator’s Subordinated Note shall be automatically decreased (to a balance not less than zero).
(c) Subject to the limitations set forth in Section 1.2(a)(ii1.2(a), each SubsidiaryTo the extent that the Buyer does not have sufficient Available Cash to pay in full the Purchase Price for all Receivables purchased on any Payment Date, each Originator agrees to advance a Subordinated Loan in an aggregate principal amount not to exceed the lesser of (A) the unpaid portion of the Purchase Price of all Purchased Receivables sold by such Originator remaining following the payments specified in clause (b) (i) above and (B) the maximum loan (each such loan, a “Subordinated Loan”) that could be borrowed by the Buyer from the applicable Originator without rendering the Buyer’s Net Worth less than the Required Capital Amount. Each Originator irrevocably agrees to advance each Subordinated Loan requested by the Buyer on or prior to the Termination Date. The Each Subordinated Loans Loan shall be evidenced by, and shall be payable in accordance with the terms and provisions of the a Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the PurchasersAvailable Cash. The Each Subsidiary Originator is hereby authorized by the Buyer to endorse on the schedule attached to the its Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of the Buyer thereunder.
(c. The Servicer shall make all appropriate record keeping entries with respect to each Subordinated Note to reflect the increases, payments and reductions made in respect of such Subordinated Note pursuant to Sections 1.2(b) From and 1.3, and the Servicer’s books and records shall constitute rebuttable presumptive evidence of the principal amount of, and accrued interest on, each Subordinated Note at any time. Each Originator hereby irrevocably authorizes the Servicer to xxxx its Subordinated Note “CANCELED” and to return such Subordinated Note to the Buyer upon the final payment thereof after the occurrence of the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid in full by Buyer to Originator on the date such Receivable is purchased, a precise reconciliation of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation Period. Although such reconciliation shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections received.
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Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") shall be payable in full by Buyer to Originator on the date hereof, and shall be paid to Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable purchased hereunder shall be due and owing in full by Buyer to Originator or its designee on the Transfer Date therefor (but shall be reconciled on the Settlement Date immediately following such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaidTransfer Date as described below) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manneras follows:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Managing Agents and the Purchasers under the Purchase Agreement or other cash on hand;; and
(ii) second, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a “Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii”) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal not to exceed the lesser of (x) the remaining unpaid balance portion of such Purchase Price and (y) the maximum Subordinated Loan that could be borrowed without rendering Buyer’s Net Worth less than the Required Capital Amount. The Buyer may, with respect to any Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid. Subject to the limitations set forth in Section 1.2(a)(ii)clause (ii) above, Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or Agent, the Managing Agents, the Purchasers, the Servicer or any other “Indemnified Party” referenced in the Purchase Agreement. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(db) Although the Purchase Price for each Receivable coming into existence purchased after the Initial Cutoff Date date hereof shall be paid in full due and payable by Buyer to Originator on the date such Receivable is purchasedTransfer Date therefor, a precise reconciliation of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such the Calculation Period. Although such reconciliation shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paiddue and payable. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount of the Subordinated Note and occurring during the immediately preceding Calculation Period and shall account for such net increase or net reduction in its books and records. .
(c) [Reserved].
(d) If Buyer shall fail to make any payment of the applicable Purchase Price in respect of any Purchase on or before the Settlement Date immediately following the Transfer Date for such Purchase, then Originator hereby agrees that within three (3) Business Days after Buyer so requestsshall not be obligated to sell the Receivables and the property related thereto subject to such Purchase to Buyer, and in such event, Originator will provide Buyer with shall give Buyer, Agent and each Managing Agent written notice that it is not selling such Receivables and related property as a current report result of daily sales giving rise Buyer’s failure to Receivables purchased hereunder and a current daily report of Collections receivedpay the applicable Purchase Price when due (an “Election Notice”).
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Payment for the Purchase. (a) The Purchase Price for the Purchase of an Originator’s Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "“Initial Cutoff Date"”) shall be payable in full by Buyer the applicable Transferee to such Originator on the date hereof, and shall be paid to such Originator in the following manner:
(i) first, by delivery of immediately available funds, provided that in the case of payments by the Buyer to the Parent, such delivery shall be only to the extent of funds made available to the Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers Loans requested by the Buyer from the Lenders under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Receivables Loan Agreement, and
(ii) second, solely in the balance, case of Purchase Price payments owing from the Buyer to the Parent by delivery of the proceeds of a subordinated revolving loan from Originator the Parent to the Buyer (a "Subordinated “Purchase Price Loan"”) in an amount not to exceed the least lesser of (A) the remaining unpaid portion of such Purchase Price, and (B) the maximum Subordinated Purchase Price Loan that could be borrowed without rendering Buyer's ’s Net Worth less than the Required Capital Amount Amount; and
(iii) solely in the case of Purchase Price payments owing from the Buyer to Parent and (C) to the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance extent of the Subordinated Loans (including remaining Purchase Price payments on or prior to the Subordinated Loan proposed Termination Date, by the Parent’s making a capital contribution to be made on such date)Buyer. Each The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer a Transferee to its related selling Originator or its designee on the date each such Business Day Receivable came into existence (except that the Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator the Parent to Buyer such Transferee hereunder and which have become due but remain unpaid) and shall be paid to Originator Parent in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Cutoff date hereof and prior to the Termination Date for an Originator, on each Monthly Settlement Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer a Transferee shall pay the applicable Originator the Purchase Price therefor in accordance with Section 1.02 and in the following manner:
(i) first, by delivery of immediately available funds, provided that in the case of payments by the Buyer to the Parent, such delivery shall be only to the extent of funds available to the Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Loan Agreement or other cash on hand;
(ii) secondsolely in the case of Purchase Price payments owing from the Buyer to the Parent, by delivery of the proceeds of a Subordinated Purchase Price Loan, provided that the making of any such Subordinated Purchase Price Loan shall be subject to the provisions limitations set forth in Section 1.2(a)(ii1.02(a)(ii); and
(iii) thirdsolely in the case of Purchase Price payments owing from the Buyer to Parent and to the extent of the remaining Purchase Price payments, unless by the Parent’s making a capital contribution to Buyer (it being understood that the Parent has the right to declare the Facility Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution clause (e) of Receivables to its capital in an amount equal to the remaining unpaid balance definition of such Purchase Priceterm if it decides in its sole discretion not to make further capital contributions hereunder). Subject to the limitations set forth in Section 1.2(a)(ii1.02(a), Originator the Parent irrevocably agrees to advance each Subordinated Purchase Price Loan requested by the Buyer on or prior to the Termination Date. The Subordinated Purchase Price Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Intercompany Note and shall be payable solely from funds which the Buyer is not required under the Purchase Receivables Loan Agreement to set aside for the benefit of, or otherwise pay over to, the Agent Lenders or the Purchasersother Secured Parties. The Originator Parent is hereby authorized by the Buyer to endorse on the schedule attached to the Subordinated Intercompany Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of the Buyer thereunder.
(c) From and after the its Termination Date, no Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwiseits related Transferee.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date date hereof shall be paid due and payable in full by Buyer each Transferee to the related Originator on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between Buyer and Originator Parent shall be effected on a monthly basis on each Monthly Settlement Dates Date with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII Clause 2.3(a) (Monthly Reports) of the Purchase Servicing Agreement for such the Calculation PeriodPeriod then most recently ended. Although such reconciliation settlement shall be effected on Monthly Settlement Dates, increases or decreases in the amount owing under the Subordinated Intercompany Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b1.02(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
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Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") each Receivable shall be payable become owing in full by Buyer TPNA to Originator SMMC on the date hereof, related Purchase Date and shall be paid to Originator on the next Monthly Payment Date in the following manner:
(i) firstcash, it being understood and agreed that any such transfer of cash may be made by delivery book entry rather than wire transfer of immediately available funds, to funds or automated clearing house (ACH) transfer.
(b) To the extent of funds made available that TPNA is entitled to Buyer in connection with its subsequent sale of an interest in such Receivables any Purchase Price Credit pursuant to Section 1.3 and the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (BPrice Credit exceeds the Purchase Price that would have been owed by TPNA to SMMC under Section 1.2(a) above on the maximum Subordinated Loan that could be borrowed immediately succeeding Purchase Date without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance taking such Purchase Price Credit into account for purposes of the Subordinated Loans (including calculation of such price, the Subordinated Loan proposed excess shall be payable by SMMC to TPNA in cash, it being understood and agreed that any such transfer of cash may be made by book entry rather than wire transfer of immediately available funds or automated clearing house (ACH) transfer.
(c) Notwithstanding the foregoing, on any Business Day prior to a Settlement Date, with the consent of the Lender (as the ultimate assignee of TPNA), which consent shall not be unreasonably withheld or delayed, TPNA may provide written notice to SMMC excluding any Receivable from the Receivables being sold on such date)Settlement Date. Each Receivable coming into existence after Upon delivery of such notice to SMMC and receipt of the Initial Cutoff Date Lender’s consent, TPNA shall be sold or contributed have no obligation to the Buyer on the Business Day immediately following the day such Receivable was originated and pay the Purchase Price for such Receivable shall be due Receivable, and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid in full by Buyer to Originator on the date such Receivable is purchased, a precise reconciliation of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation Period. Although such reconciliation shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall no longer be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedowing hereunder.
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Samples: Receivables Sale Agreement (Tempur Sealy International, Inc.)
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") shall be payable in full by Buyer to the Originator of such Receivables on the date hereof, and shall be paid to such Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, ; and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from such Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least lesser of (A) the remaining unpaid portion of such Purchase Price, Price of such Originator's Receivables and (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date)Amount. Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder. The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be due and owing in full by Buyer to the Originator of such Receivable or its designee on the date each such Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by such Originator to Buyer hereunder and that have become due but remain unpaid) and shall be paid to such Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables coming into existence after the Initial Cutoff Date, on each Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.2(d) and in the following manner: first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand; second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii). Subject to the limitations set forth in Section 1.2(a)(ii), each Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds that Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Purchasers.
(c) From and after the Termination Date, no Originator shall not be obligated to (but each may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) Buyer unless such Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans Loans, other cash on hand or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid due and payable in full by Buyer to the Originator of such Receivable on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between Buyer and such Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such the Calculation PeriodPeriod then most recently ended. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 1 contract
Payment for the Purchase. (a) The Purchase Price for each Receivable coming into existence after the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") Closing Date shall be payable due and owing in full by Buyer to each Originator or its designee on the date hereofeach such Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by such Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to each Originator in the manner provided in the following paragraphs (b), (c) and (d). -------------- --- ---
(b) With respect to any Receivables coming into existence after the date hereof, on each Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.2(d) and in the following manner:
(i) : -------------- first, by delivery of immediately available funds, to the extent of ----- funds made available to Buyer in connection with from its subsequent sale of an interest in such the Receivables to each Co-Agent for the benefit of the Purchasers under the Purchase Agreement after or other cash on hand, such funds to be allocated among the payment Originators as determined by Buyer in its sole discretion; and second, to the extent any portion of its operating costs and any amounts payable under the Purchase Agreement, and
(ii) second, the balancePrice remains ------ unpaid, by delivery of the proceeds of a subordinated revolving loan from such Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (Ai) the remaining unpaid portion of such Purchase Price, (Bii) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Tangible Net Worth less than the Required Capital Amount $10,000,000 and (Ciii) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full Originator is hereby authorized by Buyer to Originator endorse on such Business Day (except that Buyer maythe schedule attached to its Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loanthereto, provided that if the making failure to make such notation shall not affect any obligation of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase PriceBuyer thereunder. Subject to the limitations set forth in Section 1.2(a)(ii)above, each Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note Notes and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent Purchasers, the Collateral Agent, the Co-Agents or any other Person then entitled to any amounts as specified in the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunderPurchase Agreement.
(c) From and after the Termination Date, no Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) Buyer unless such Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date date hereof shall be paid due and payable in full by Buyer to each Originator on the date such Receivable is purchasedcomes into existence, a precise reconciliation settlement of the Purchase Price between Buyer and each Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Accrual Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Settlement Report delivered by the Servicer pursuant to Article VIII of the ------------ Purchase Agreement for such Calculation Periodthe Accrual Period then most recently ended. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer Notes made pursuant to Section 1.2(b) shall -------------- be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Accrual Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 1 contract
Payment for the Purchase. (a) The Purchase Price for the Purchase from each Originator of its respective Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") ), if not satisfied in accordance with Section 1.1(b), shall be payable in full by Buyer to each Originator on the date hereof, and shall be paid to each Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement; provided that a portion of such funds owed to Jabil shall be offset by amounts owed by Jabil to Buyer on account of the issuance of equity in the manner contemplated in the Subscription Agreement after and having, when combined with the payment value of its operating costs the cash and any amounts payable under Receivables then owned by the Purchase AgreementBuyer, a total value of not less than the Required Capital Amount, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from such Originator to Buyer (each a "Subordinated Loan") in an amount not to exceed the least of (Ai) the remaining unpaid portion of such Purchase Price, (Bii) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (Ciii) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan Loans proposed to be made on such date). Each Originator is hereby authorized by Buyer to endorse on the schedule attached to its Subordinated Note made payable to and delivered to such Originator an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder. The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to the applicable Originator or its designee on the date each such Business Day Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by such Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to such Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Cutoff Datedate hereof, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchaseeach Settlement Date, Buyer shall pay the Purchase Price therefor (if not satisfied in accordance with Section 1.1(b)) in accordance with Section 1.2(c) and in the following manner:
(i) : first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) ; and second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), each Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans made by each Originator shall be evidenced by, and shall be payable in accordance with the terms and provisions of the applicable Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date date hereof shall be paid due and payable in full by Buyer to the applicable Originator on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between Buyer and each Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such the Calculation PeriodPeriod then most recently ended. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the each Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator Jabil to Buyer made pursuant to Section 1.2(b1.1(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 1 contract
Samples: Annual Report
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on as of the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date"Date (other than the Initial Contributed Receivables) shall be payable in full by Buyer to Originator on the date hereof, and shall be paid to Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, ; and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan (aggregated with all Subordinated Loans then outstanding to Originator) that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount Amount, and (C) fifteen percent (15%) of such Purchase Price. Originator is hereby authorized by Buyer to endorse on the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of schedule attached to the Subordinated Loans (including Note an appropriate notation evidencing the Subordinated Loan proposed date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to be made on make such date)notation shall not affect any obligation of Buyer thereunder. Each The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator or its designee on the date each such Business Day Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchaseeach Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.3(d) and in the following manner:
(i) : first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) ; second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii1.3(a)(ii); and
(iii) and third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. From and after the Termination Date, Originator shall not: (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital. Subject to the limitations set forth in Section 1.2(a)(ii1.3(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or for the Purchasers. The Originator is hereby authorized by Buyer to endorse on benefit of the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunderSecured Parties.
(c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid due and payable in full by Buyer to Originator on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Purchase Report delivered by Originator for the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation PeriodPeriod then most recently ended. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) 1.3 and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b1.3(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
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Payment for the Purchase. (a) The Prior to August 15, 2014, all Receivables were paid for in accordance with the terms of this Agreement as in effect without giving effect to Omnibus Amendment No. 2.
(b) On each Payment Date on and after August 15, 2014, the Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") each Purchased Receivable shall be payable become owing in full by the Buyer to the applicable Originator or its designee on the date hereof, each such Receivable comes into existence and shall be paid to the applicable Originator in the following manneras follows:
(i) firston the terms and subject to the conditions set forth in this Agreement and the Purchase Agreement, by delivery the Buyer shall pay to CMC, for the ratable account of the applicable Originators, in immediately available funds, to the extent of funds made available to Buyer Available Cash on such date, in connection with its subsequent sale of an interest in such Receivables to the Purchasers under following order: first, the Purchase Agreement after Price for the payment of its operating costs Receivables sold by each Originator hereunder on such Payment Date; and any amounts payable second, to reduce the principal amount outstanding under the Purchase Agreement, andeach Originator’s Subordinated Note to zero;
(ii) secondto the extent that any portion of the Purchase Price owing to an Originator remains unpaid, the balance, principal amount outstanding under such Originator’s Subordinated Note shall be automatically increased by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not equal to exceed the least of (A) the remaining unpaid portion of such Purchase Price, but subject to the limitations set forth in Section 1.2(c); and
(iii) to the extent that the Buyer is entitled to any Purchase Price Credit pursuant to Section 1.3 in respect of Receivables sold by an Originator and the amount of such Purchase Price Credit exceeds the Purchase Price that would have been owed by such Buyer to such Originator under clause (i) above without taking such Purchase Price Credit into the calculation of such price, the principal amount outstanding under such Originator’s Subordinated Note shall be automatically decreased (to a balance not less than zero).
(c) To the extent that the Buyer does not have sufficient Available Cash to pay in full the Purchase Price for all Receivables purchased on any Payment Date, each Originator agrees to advance a Subordinated Loan in an aggregate principal amount not to exceed the lesser of (A) the unpaid portion of the Purchase Price of all Purchased Receivables sold by such Originator remaining following the payments specified in clause (b) (i) above and (B) the maximum loan (each such loan, a “Subordinated Loan Loan”) that could be borrowed by the Buyer from the applicable Originator without rendering the Buyer's ’s Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date)Amount. Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by the Buyer on or prior to the Termination Date. The Each Subordinated Loans Loan shall be evidenced by, by and shall be payable in accordance with the terms and provisions of the a Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the PurchasersAvailable Cash. The Each Originator is hereby authorized by the Buyer to endorse on the schedule attached to the its Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of the Buyer thereunder.
(c. The Servicer shall make all appropriate record keeping entries with respect to each Subordinated Note to reflect the increases, payments and reductions made in respect of such Subordinated Note pursuant to Sections 1.2(b) From and 1.3, and the Servicer’s books and records shall constitute rebuttable presumptive evidence of the principal amount of, and accrued interest on, each Subordinated Note at any time. Each Originator hereby irrevocably authorizes the Servicer to xxxx its Subordinated Note “CANCELED” and to return such Subordinated Note to the Buyer upon the final payment thereof after the occurrence of the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence purchased after the Initial Cutoff Date date hereof shall be paid in full due and payable by the Buyer to the applicable Originator on the date such Receivable is purchasedPayment Date therefor, a precise reconciliation of the Purchase Price Prices between Buyer and each Originator shall be effected on a monthly basis on Monthly Settlement Dates Date with respect to all Receivables sold or contributed during the same Calculation Period most recently ended prior to such Monthly Settlement Date and based on the information contained in the Monthly Purchase Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation PeriodSection 1.1(b) above. Although such reconciliation shall be effected on Monthly Settlement Dates, increases or decreases in the amount owing under the principal balance of each Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator CMC to the Buyer made pursuant to Section 1.2(b) this Agreement shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paiddue and payable; provided, that the interest due and owing on each Subordinated Note on any Monthly Settlement Date shall continue to be calculated based on the principal amount outstanding as of the prior Monthly Settlement Date. On each Monthly Settlement Date, each Originator shall determine the net increase or the net reduction in the outstanding principal amount of the its Subordinated Note and, in the case of CMC, the amount of any capital contributions occurring during the immediately preceding Calculation Period calendar month and shall account for such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections received.
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Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") shall be payable in full by Buyer to Originator on the date hereof, and shall be paid to Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, and,
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and Amount, (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date)) and (D) 15% of the Purchase Price. Each Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder, and
(iii) the balance, by accepting a contribution by the Originator to the Buyer's capital such that the Buyer's Net Worth is not less than the Required Capital Amount. The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator or its designee on the date each such Business Day Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchaseeach Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.2(d) and in the following manner:
(i) : first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) ; second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) and third, unless Originator has declared the Termination Date shall to have been declared occurred pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) Buyer unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans Loans, other cash on hand or otherwise, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b).
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid due and payable in full by Buyer to Originator on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Settlement Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such the Calculation PeriodPeriod then most recently ended. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 1 contract
Payment for the Purchase. (a) The Purchase Price for the Purchase of Qualified Receivables in existence on the close of business on the Business Day immediately immediate preceding the date hereof (the "Initial Cutoff Date") Funding Date shall be payable in full by Buyer to Originator on the date hereofInitial Funding Date, and shall be paid to Originator in the following manner:
(i) first, by delivery of immediately available funds, to in an amount confirmed by the extent parties hereto on the Initial Funding Date; provided, that a portion of such funds made available shall be offset by amounts owed by Originator to Buyer or Originator shall contribute Qualified Receivables on account of the issuance of equity in connection with its subsequent sale the manner contemplated in the operating agreement of an interest in such Receivables to the Purchasers under Buyer and having a total value of not less than the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase AgreementRequired Capital Amount, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "“Subordinated Loan"”) in an amount not to exceed the least of (Ai) the remaining unpaid portion of such Purchase Price, (Bii) the maximum Subordinated Loan that could be borrowed without rendering Buyer's ’s Net Worth less than the Required Capital Amount and (Ciii) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans Loan hereunder (including the Subordinated Loan proposed to be made on such date). Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder. Each Qualified Receivable coming into existence after the Initial Funding Date shall be sold to Buyer on the first Settlement Date following the date that such Qualified Receivable came into existence (or in the case of any Eligible Receivable that is not transferred on such Settlement Date because the Servicer has advised Originator on or before such Settlement Date that such Eligible Receivable does not constitute a Qualified Receivable on such Settlement Date because the transfer thereof will not cause the Net Receivables Balance to be increased on such Settlement Date, the first Settlement Date upon which the Servicer advises the Originator that the transfer of such Eligible Receivable would cause the Net Receivables Balance to be increased) and the Purchase Price for such Qualified Receivable shall be due and owing in full by Buyer to Originator or its designee on the Settlement Date that such Qualified Receivable is transferred to the Buyer (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b) and (c). The conveyance of such Qualified Receivables shall occur and take effect automatically upon the listing of each such item in the Schedule of Receivables, without further action by any Person.
(b) With respect to any Qualified Receivables coming into existence after the Initial Funding Date, of each Settlement Date, Buyer shall pay the Purchase Price in the following manner: first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of the Qualified Receivables to the GFII under the Purchase and Sale Agreement or other cash on hand; second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.02(a)(ii); and third, unless Originator has declared the Termination Date to have occurred pursuant to Section 5.02(b), at the election of the Originator (which may be a standing election), by accepting a contribution to its capital pursuant to its operating agreement in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.02(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note.
(c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): ) (i) sell Qualified Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) Buyer unless Originator reasonably determines that the Purchase Price therefor will not be satisfied with funds available to Buyer from sales of interests in the Qualified Receivables pursuant to the Purchase and Sale Agreement, Collections, proceeds of Subordinated Loans or otherwiseotherwise or (ii) contribute Receivables to Buyer’s capital.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid in full by Buyer to Originator on the date such Receivable is purchased, a precise reconciliation of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation Period. Although such reconciliation shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections received.
Appears in 1 contract
Samples: Receivables Sale Agreement (Gehl Co)
Payment for the Purchase. (a) The Purchase Price for the Purchase from each Originator of its respective Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") ), if not satisfied in accordance with Section 1.1(b), shall be payable in full by Buyer to each Originator on the date hereof, and shall be paid to each Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement; provided that a portion of such funds owed to Jabil shall be offset by amounts owed by Jabil to Buyer on account of the issuance of equity in the manner contemplated in the Subscription Agreement after and having, when combined with the payment value of its operating costs the cash and any amounts payable under Receivables then owned by the Purchase AgreementBuyer, a total value of not less than the Required Capital Amount, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from such Originator to Buyer (each a "Subordinated Loan") in an amount not to exceed the least of (Ai) the remaining unpaid portion of such Purchase Price, (Bii) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (Ciii) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan Loans proposed to be made on such date). Each Originator is hereby authorized by Buyer to endorse on the schedule attached to its Subordinated Note made payable to and delivered to such Originator an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder. The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to the applicable Originator or its designee on the date each such Business Day Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by such Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to such Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Cutoff Datedate hereof, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchaseeach Settlement Date, Buyer shall pay the Purchase Price therefor (if not satisfied in accordance with Section 1.1(b)) in accordance with Section 1.2(c) and in the following manner:
(i) : first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid in full by Buyer to Originator on the date such Receivable is purchased, a precise reconciliation of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation Period. Although such reconciliation shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections received.
Appears in 1 contract
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on as of the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date"Date (other than the Initial Contributed Receivables) shall be payable in full by Buyer to each Originator on the date hereof, and shall be paid to each Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds on hand to Buyer or made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable TPF under the Purchase Agreement; provided that a portion of such funds shall be offset by amounts such Originator has agreed to make as capital contributions such that after giving effect thereto, the Buyer’s Net Worth shall not be less than the Required Capital Amount, and
(ii) second, the balance, by delivery of the proceeds of a the related subordinated revolving loan from such Originator to Buyer (each, a "“Subordinated Loan"” and collectively, the “Subordinated Loans”) in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's ’s Net Worth less than the Required Capital Amount Amount, and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans fifteen percent (including the Subordinated Loan proposed to be made on such date). Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid15%) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Each Originator is hereby authorized by Buyer to endorse on the schedule attached to the related Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder. The Purchase Price for each Receivable coming into existence and purchased by the Buyer after the Initial Cutoff Date shall be due and owing in full by Buyer to the related Originator or its designee on the date each such Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by such Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to such Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables coming into existence after the Initial Cutoff Date, on each Settlement Date, Buyer shall pay, to the relevant Originator, the Purchase Price therefor in accordance with Section 1.3(d) and in the following manner: first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to TPF under the Purchase Agreement or other cash on hand; and second, either (i) by delivery of the proceeds of the related Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.3(a)(ii) or (ii) unless such Originator or Buyer has declared the Termination Date to have occurred pursuant to this Agreement, by accepting a contribution to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.3(a)(ii), each Originator irrevocably agrees to advance each related Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the related Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, TPF.
(c) From and after the Termination Date, no Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's ’s capital pursuant to clause third of Section 1.2(b1.3(b) unless unless, in either case, such Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans Loans, other cash on hand or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid due and payable in full by Buyer to the related Originator on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between Buyer and such Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Purchase Report delivered by such Originator for the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation PeriodPeriod then most recently ended. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the related Subordinated Note made pursuant to Section 1.2(b) 1.3 and any contribution of capital by an Originator to Buyer made pursuant to Section 1.2(b1.3(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 1 contract
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") shall be payable in full by Buyer to Originator on the date hereof, and shall be paid to Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable date hereof shall be due and owing in full by Buyer to Originator Seller or its designee on the date each such Business Day Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator Seller to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator Seller in the manner provided in the following paragraphs (b), (c), (d) and (de).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Cutoff Datedate hereof, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchaseeach Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.2(d) and (e) and in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from (i) its subsequent sale of an interest in the Receivables to the each Managing Agent for the benefit of the Purchasers under the Purchase Agreement Agreement, (ii) Collections arising from any Receivables previously sold to Buyer in which Buyer has retained an interest, or (iii) other cash on hand;
(ii) second, by delivery of the proceeds of a subordinated revolving loan from Seller to Buyer (a “ Subordinated Loan”), provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii)below; and
(iii) third, unless the Termination Seller has declared the Amortization Date shall to have been declared occurred pursuant to Section 5.2, by accepting a contribution of Receivables to its capital pursuant to the Subscription Agreement in an amount equal to the remaining unpaid balance of such Purchase Price. The maximum amount of any Subordinated Loan that can be borrowed by Buyer pursuant to clause (ii) above is limited to the maximum Subordinated Loan that could be borrowed without rendering Buyer’s Net Worth less than the Required Capital Amount. The Seller is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder. Subject to the limitations set forth in Section 1.2(a)(ii)the second preceding sentence, Originator Seller irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Amortization Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent Purchasers, the Agent, the Managing Agents or any other Person then entitled to any amounts as specified in the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunderPurchase Agreement.
(c) From and after the Termination Amortization Date, Originator Seller shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer.
(d) On each day prior to the Amortization Date (unless Buyer or the Agent shall otherwise direct), Buyer may permit any Originator to retain all or (ii) contribute a specified portion of the Collections received in respect of Receivables theretofore transferred by the Seller to Buyer hereunder, it being understood that in the event Buyer shall have sold, assigned or otherwise transferred an interest in such Receivables to Buyer's capital pursuant to clause third the Agent for the benefit of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to Purchasers under the Purchase Agreement, such Collections in the possession of such Originator or Buyer are made available to Buyer at the discretion of the Agent and the Managing Agents. Any such Collections so retained by any Originator (“ Applied Collections”) shall, proceeds on and as of Subordinated Loans or otherwisethe date of receipt thereof, be (i) deemed applied toward the Purchase Price of any Receivables of such Originator arising on such date and then being transferred to Buyer pursuant to the terms hereof, to the extent of any such Purchase Price, (ii) then, in respect of any balance remaining, deemed applied toward the Purchase Price of any other Receivables of such Originator arising during such Accrual Period and in respect of which the Purchase Price shall not theretofore have been paid, to the extent of any such Purchase Price, and (iii) in respect of any balance remaining, held in trust by such Originator for the benefit of Buyer until the earlier to occur of (A) application toward the Purchase Price for any Purchase occurring on any later date and (B) the next following Settlement Date, in which case such amount shall be remitted to Buyer.
(de) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date date hereof shall be paid due and payable in full by Buyer to Originator Seller on the date such Receivable is purchasedcame into existence, a precise reconciliation and payment of such Purchase Price shall be made from Applied Collections, to the extent available, as provided in Section 1.2(d), final settlement of the Purchase Price between Buyer and Originator Seller shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for the Calculation Period then most recently ended. On each Settlement Date, Buyer and Seller shall cause a reconciliation to be made in respect of all Purchases that shall have been made during the Calculation Period then most recently ended. To the extent that the aggregate amount of Applied Collections retained by Seller during such Calculation Period shall have been less than the aggregate Purchase Price in respect of all Purchases made by Buyer from Seller during such month, Buyer shall pay the balance due in respect of such aggregate Purchase Price in the manner described in Section 1.2(a). To the extent that the aggregate amount of Applied Collections retained by Seller during such Calculation Period shall have been greater than the aggregate Purchase Price in respect of all Purchases made by Buyer from Seller during such Calculation Period, Seller shall turn over such excess to Buyer either by remitting such excess in immediately available funds to Buyer or by directing that a reduction in the outstanding balance of the Subordinated Loan occur in an amount equal to such excess, or a combination of both. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator Seller to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that last Business Day of the Calculation Period to which such settlement relates.
(f) At all times prior to the occurrence of the Amortization Date, notwithstanding any delay in the making of any payment of the Purchase Price is paidin respect of any Purchase, all right, title and interest of Seller in and to each Receivable shall be sold, assigned and otherwise transferred to Buyer effective immediately and automatically upon the creation of such Receivable, without any further action of any type or kind being required on the part of any Person. On each Settlement Date, Originator shall determine The monthly settlement and reconciliation contemplated in this Section 1.2 has been devised solely for the net increase or the net reduction in the outstanding principal amount administrative convenience of the Subordinated Note occurring during the immediately preceding Calculation Period parties hereto. Buyer and shall account for such net increase or net reduction in its books Seller may at any time, as may agreed between themselves, elect to effect settlement and records. Originator hereby agrees that within three reconciliation on a more (3but not less) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedfrequent basis.
Appears in 1 contract
Samples: Receivables Sale Agreement (Anixter International Inc)
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff DateINITIAL CUTOFF DATE") shall be payable in full by Buyer SPV to Originator Interface on the date hereof, and shall be paid to Originator Interface in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers SPV under the Purchase Loan Agreement (after giving effect to the payment of its operating costs and any amounts payable under required to terminate the Original Receivables Purchase Agreement and the Original Receivables Sale Agreement, ); and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator Interface to Buyer SPV (a "Subordinated LoanSUBORDINATED LOAN") in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering BuyerSPV's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator Interface is hereby authorized by Buyer SPV to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer SPV thereunder. The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be due and owing in full by SPV to Interface or its designee on the date each such Receivable came into existence (except that SPV may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Interface to SPV hereunder and that have become due but remain unpaid) and shall be paid to Interface in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables coming into existence after the Initial Cutoff Date, on each Settlement Date, SPV shall pay the Purchase Price therefor in accordance with Section 1.2(d) and in the following manner: first, by delivery of immediately available funds, to the extent of funds available to SPV from its subsequent sale of an interest in the Receivables to the Administrator for the benefit of the Purchasers under the Loan Agreement or other cash on hand; second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and third, unless Interface has declared the Termination Date to have occurred pursuant to Section 5.2, by accepting a contribution to SPV's capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Interface irrevocably agrees to advance each Subordinated Loan requested by SPV on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds that SPV is not required under the Loan Agreement to set aside for the benefit of, or otherwise pay over to, the Purchasers.
(c) From and after the Termination Date, Originator Interface shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwiseSPV.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid due and payable in full by Buyer SPV to Originator Interface on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between Buyer SPV and Originator Interface shall be effected on a monthly basis on each Settlement Dates Date with respect to all Receivables sold coming into existence (i) if settlement is effected on a monthly basis, during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Loan Agreement for the Calculation Period most recently ended, or (ii) if settlement is effected on a weekly basis, during the calendar week reported in the Borrowing Base Certificate most recently delivered by the Servicer pursuant to the Loan Agreement and based on the information contained in such Calculation PeriodBorrowing Base Certificate. Although such reconciliation settlement shall be effected on Settlement Datesin the foregoing manner, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator Interface to Buyer SPV made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 1 contract
Payment for the Purchase. (a) The parties acknowledge that the Purchase Price for the Purchase sale and purchase of Receivables Receivables, Related Security and Collections in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") shall be payable Date was paid in full by Buyer to Originator on the date hereof, and shall be paid to Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement, subject to offset by amounts owed by Originator to Buyer on account of the issuance of equity in the manner contemplated in the Subscription Agreement after and having a total value of not less than the payment of its operating costs and any amounts payable under the Purchase AgreementRequired Capital Amount, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "“Subordinated Loan") in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date”). Each The parties acknowledge that the Purchase Price for all Receivables, Related Security and Collections existing prior to the Amendment Cutoff Date and sold and purchased under the Existing RSA has been paid in full by Buyer to Originator. The Purchase Price for each Receivable coming into existence after the Initial Amendment Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator or its designee on the date each such Business Day Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Amendment Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchaseeach Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.2(d) and in the following manner:
(i) : first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) ; second, by delivery of the proceeds of a Subordinated Loan, provided that the making amount of any such Subordinated Loan shall not exceed the least of (i) the remaining unpaid portion of such Purchase Price, (ii) the maximum Subordinated Loan that could be subject to borrowed without rendering Buyer’s Net Worth less than the provisions set forth in Section 1.2(a)(ii); and
Required Capital Amount and (iii) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date); and third, unless Originator has declared the Termination Date shall to have been declared occurred pursuant to Section 5.2, by accepting a contribution of Receivables to its capital pursuant to the Subscription Agreement in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii)clause second above, Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's ’s capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans Loans, other cash on hand or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Amendment Cutoff Date shall be paid due and payable in full by Buyer to Originator on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such the Calculation PeriodPeriod then most recently ended. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 1 contract
Payment for the Purchase. (a) The Purchase Price for the any Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") Contracts hereunder shall be payable in full by Buyer Purchaser to the Originator on the date hereofof such Contracts in accordance with Section 2.3(b), and shall be paid to such Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer Purchaser in connection with its subsequent sale of an interest in such Receivables Contract to the Purchasers Buyers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, or other cash on hand; and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan (the “Subordinated Loan”) from such Originator to Buyer (a "Subordinated Loan") Purchaser in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Purchaser’s Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer Purchaser to endorse on the schedule attached to the its Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer Purchaser thereunder. Subject to the limitations set forth in Section 2.3(a)(ii), each Originator irrevocably agrees to advance each Subordinated Loan requested by Purchaser on or prior to the Purchase Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Notes and shall be payable solely from funds which Purchaser is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Buyers.
(cb) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date Contract purchased hereunder shall be paid due and payable in full by Buyer Purchaser to the Originator of such Contract on the date such Receivable is purchased, a precise reconciliation of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation PeriodContract. Although such reconciliation shall be effected on Settlement DatesIn addition, increases or decreases in the amount owing under the Subordinated Note Notes made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b2.3(a)(ii) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each next Settlement Date, Originator shall determine the net Date to occur after such increase or the net reduction in the outstanding principal amount of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receiveddecrease.
Appears in 1 contract
Samples: Receivables Sale Agreement (Patterson Companies, Inc.)
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff DateINITIAL CUTOFF DATE") shall be payable in full by the Buyer to each Originator on the date hereof, and shall be paid to each Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to the Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, andsuch funds to be allocated among the Originators as determined by the Buyer in its sole discretion;
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from such Originator to the Buyer (a "Subordinated LoanSUBORDINATED LOAN") in an amount not to exceed the least of (Ai) the remaining unpaid portion of such Purchase Price, Price and (Bii) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date)Amount. Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by the Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of the Buyer thereunder; and
(iii) in respect of the Purchase Price allocable to the Parent, by accepting a contribution to the Buyer's capital in an amount equal to the remaining unpaid balance of such Purchase Price. The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be due and owing in full by the Buyer to each Originator or its designee on the date each such Receivable came into existence (except that the Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by such Originator to the Buyer hereunder and which have become due but remain unpaid) and shall be paid to each Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables coming into existence after the date hereof, on each Settlement Date, the Buyer shall pay the Purchase Price therefor in accordance with Section 1.2(d) and in the following manner: FIRST, by delivery of immediately available funds, to the extent of funds available to the Buyer from its subsequent sale of an interest in the Receivables to each Managing Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand, such funds to be allocated among the Originators as determined by the Buyer in its sole discretion; SECOND, by delivery of the proceeds of a Subordinated Loan, PROVIDED that the making of any such Subordinated Loan shall be subject to the provisions set forth in SECTION 1.2(a)(ii); and THIRD, unless the Amortization Date has been declared to have occurred pursuant to SECTION 5.2, by accepting a contribution to its capital in an amount equal to the remaining unpaid balance of such Purchase Price, such capital contribution to be allocated among the Originators as determined by the Buyer in its sole discretion. Subject to the limitations set forth in SECTION 1.2(a)(ii), each Originator irrevocably agrees to advance each Subordinated Loan requested by the Buyer on or prior to the Amortization Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Notes and shall be payable solely from funds which the Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Purchasers, the Collateral Agent, the Managing Agents or any other Person then entitled to any amounts as specified in the Purchase Agreement.
(c) From and after the Termination Amortization Date, no Originator shall not be obligated to (but may, at its option): (i) sell Receivables to the Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date date hereof shall be paid due and payable in full by the Buyer to each Originator on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between the Buyer and each Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same related Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article ARTICLE VIII of the Purchase Agreement for such the Calculation PeriodPeriod then most recently ended. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note Notes made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section SECTION 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 1 contract
Samples: Receivables Sale Agreement (Pioneer Standard Electronics Inc)
Payment for the Purchase. (a) The Purchase Price for the any Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") hereunder shall be payable in full by Buyer to the Originator on the date hereofof such Receivables in accordance with Section 1.2(b), and shall be paid to such Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, andor other cash on hand;
(ii) secondsolely in the case of PVSI, to the extent elected by PVSI in its sole discretion, by Buyer accepting a contribution of such Receivable to Buyer’s capital in an amount equal to such portion of such Purchase Price as elected by PVSI; and
(iii) the balance, by delivery of the proceeds of a subordinated revolving loan from such Originator to Buyer (a "“Subordinated Loan"”) in an amount not to exceed the least lesser of (A) the remaining unpaid portion of such Purchase Price, Price and (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's ’s Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase PriceAmount. Subject to the limitations set forth in Section 1.2(a)(ii1.2(a)(iii), each Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Purchase Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note Notes and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(cb) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date purchased hereunder shall be paid due and payable in full by Buyer to the Originator of such Receivable on the date such Receivable is purchased, a precise reconciliation of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation PeriodReceivable. Although such reconciliation shall be effected on Settlement DatesIn addition, increases or decreases in the amount owing under the Subordinated Note Notes made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b1.2(a) shall be deemed to have occurred and shall be effective as of the date that the related Purchase Price is paid. On each Settlement Date.
(c) In addition to contributions of Receivables by PVSI to Buyer hereunder, Originator shall determine the net PVSI may also, at its option in its sole discretion, contribute cash to Buyer in return for an increase or the net reduction in the outstanding principal amount value of the Subordinated Note occurring during equity interest in Buyer held by PVSI. PVSI shall evidence PVSI’s election to treat all or any portion of the immediately preceding Calculation Period and shall account for Receivables as a capital contribution by recording it as such net increase or net reduction in its on the books and recordsrecords of Buyer as maintained by PVSI, and no further notice or acceptance of any such contribution shall be necessary. Originator hereby agrees that within three (3) Business Days after PVSI and Buyer so requests, Originator will provide shall each record on its respective books and records any capital contribution made by PVSI to Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedpromptly following its occurrence.
Appears in 1 contract
Samples: Receivables Sale Agreement (Patterson Companies, Inc.)
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") each Purchased Receivable shall be payable become owing in full by the Buyer to the applicable Originator or its designee on the date hereof, each such Receivable comes into existence and shall be paid to Originator in not later than the following mannernext Payment Date as follows:
(i) firstOn the terms and subject to the conditions set forth in this Agreement and the Purchase Agreement, by delivery the Buyer shall pay to the Servicer, for the account of the applicable Originators, in immediately available funds, to the extent of funds made available to Buyer Available Cash on such Payment Date, in connection with its subsequent sale of an interest in such Receivables to the Purchasers under following order: first, the Purchase Agreement after Price for the payment of its operating costs Receivables sold by each Originator hereunder; and any amounts payable second, to reduce the principal amount outstanding under the Purchase Agreement, andeach Originator’s Subordinated Note to a balance not less than zero;
(ii) secondTo the extent that any portion of the Purchase Price owing to an Originator remains unpaid, the balance, principal amount outstanding under such Originator’s Subordinated Note shall be automatically increased by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not equal to exceed the least of (A) the remaining unpaid portion of such Purchase Price, but subject to the limitations set forth in Section 1.2(b); and
(iii) To the extent that the Buyer is entitled to any Purchase Price Credit pursuant to Section 1.3 in respect of Purchased Receivables and the amount of such Purchase Price Credit exceeds the Purchase Price that would have been owed by such Buyer to the applicable Originator under clause (i) above without taking such Purchase Price Credit into account for purposes of the calculation of such price, the principal amount outstanding under such Originator’s Subordinated Note shall be automatically decreased (to a balance not less than zero).
(b) To the extent that the Buyer does not have sufficient Available Cash to pay in full the Purchase Price for all Receivables purchased on any Payment Date in cash, each Originator agrees to advance a Subordinated Loan in an aggregate principal amount not to exceed the lesser of (A) the unpaid portion of the Purchase Price of all Purchased Receivables sold by such Originator remaining following the payments specified in clause (a)(i) above and (B) the maximum loan (each such loan, a “Subordinated Loan Loan”) that could be borrowed by the Buyer from the applicable Originator without rendering the Buyer's ’s Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date)Amount. Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by the Buyer on or prior to the Termination Date. The Each Subordinated Loans Loan shall be evidenced by, and shall be payable in accordance with the terms and provisions of the a Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the PurchasersAvailable Cash. The Each Originator is hereby authorized by the Buyer to endorse on the schedule attached to the its Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of the Buyer thereunder.
(c. The Servicer shall make all appropriate record keeping entries with respect to each Subordinated Note to reflect the increases, payments and reductions made in respect of such Subordinated Note pursuant to Sections 1.2(b) From and 1.3, and the Servicer’s books and records shall constitute rebuttable presumptive evidence of the principal amount of, and accrued interest on, each Subordinated Note at any time. Each Originator hereby irrevocably authorizes the Servicer to xxxx its Subordinated Note “CANCELED” and to return such Subordinated Note to the Buyer upon the final payment thereof after the occurrence of the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid in full by Buyer to Originator on the date such Receivable is purchased, a precise reconciliation of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation Period. Although such reconciliation shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections received.
Appears in 1 contract
Samples: Receivables Sale Agreement (Sensient Technologies Corp)
Payment for the Purchase. (a) The Second Step Purchase Price for each Second Step Purchase from SunGard Financing shall be the Purchase Price (net of Receivables in existence Purchase Price Credits) payable for the related Purchase by SunGard Financing under the First Step Agreement, payable on the close dates the related Purchase Price is payable by SunGard Financing. 1 Discuss adding Seller Agent as Party hereto with analogous addition on Wrapped side
(b) Upon the fulfillment of business on the Business Day immediately preceding conditions set forth in Article III, the date hereof (the "Initial Cutoff Date") Second Step Purchase Price for Receivables shall be payable paid by SunGard Funding II or provided for (without duplication) by SunGard Funding II in full by Buyer to Originator the manner provided in Section 1.2(c) on the date hereof, of the initial Purchase from SunGard Financing and on each Purchase Date thereafter until the Amortization Date.
(c) The Second Step Purchase Price for Receivables shall be paid to Originator in by SunGard Funding II on each Purchase Date (including the following mannerinitial Purchase Date) as follows:
(i) first, by delivery netting the amount of immediately available funds, any Purchase Price Credits then due to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in SunGard Financing against such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (A) the remaining unpaid portion of such Second Step Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth extent available for such purpose (as determined by SunGard Funding II), in Section 1.2(a)(ii)cash; and
(iii) third, unless by means of an addition to the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution principal amount of Receivables to its capital the Second Step Intercompany Note in an aggregate amount equal up to the remaining unpaid balance portion of such the Second Step Purchase Price. Subject to Price (after subtraction of the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable amounts paid in accordance with the terms clauses (i), (ii) and provisions (iii) of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasersthis subsection (c). The Originator is hereby authorized SunGard Financing may evidence such additional principal amounts by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing recording the date and amount of each advance thereunderthereof on the grid attached to the Second Step Intercompany Note; provided, as well as the date of each payment with respect theretohowever, provided that the failure to make any such notation recordation or any error in such grid shall not adversely affect any obligation of Buyer thereunder.
(c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwiseSunGard Financing’s rights.
(d) Although All amounts payable by SunGard Funding II in respect of the Second Step Purchase Price for each Receivable coming into existence after the Initial Cutoff Date of Receivables shall be paid in by SunGard Funding II to an account of SunGard Financing. Any such payment by SunGard Funding II to or at the direction of SunGard Financing shall constitute a full by Buyer to Originator on and complete discharge of SunGard Funding II’s liability for the date such Receivable is purchased, a precise reconciliation of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation Period. Although such reconciliation shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is amounts so paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections received.
Appears in 1 contract
Samples: Bridge Second Step Receivables Purchase Agreement (Sungard Data Systems Inc)
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables of each Originator that are in existence on the close of business on the Business Day immediately immediate preceding the date hereof (the "Initial Cutoff Date") shall be payable in full by Buyer to such Originator on the date hereof, and shall be paid to such Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, or other cash on hand; and
(ii) second, the balance, balance by delivery of the proceeds of a subordinated revolving loan from such Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, Price and (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) Amount. Each Originator is hereby authorized by Buyer to endorse on the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of schedule attached to the Subordinated Loans (including Note an appropriate notation evidencing the Subordinated Loan proposed date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to be made on make such date)notation shall not affect any obligation of Buyer thereunder. Each The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to the Originator of such Receivable or its designee on the date each such Business Day Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by such Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to such Originator in the manner provided in the following paragraphs (b), (c), (d) and (de).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;; and
(ii) second, the balance of such Purchase Price by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), each Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Amortization Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) From and after the Termination Amortization Date, no Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) Buyer unless such Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) On each day prior to the Amortization Date (unless Buyer or the Agent shall otherwise direct), the Collections received in respect of Receivables theretofore transferred by the Originators to Buyer hereunder ("Applied Collections"), shall, on and as of the date of receipt thereof, be (i) deemed applied toward the Purchase Price of any Receivables of the Originators arising on such date and then being transferred to Buyer pursuant to the terms hereof, to the extent of any such Purchase Price, (ii) then, in respect of any balance remaining, deemed applied toward the Purchase Price of any other Receivables of any of the Originators arising during such Calculation Period and in respect of which the Purchase Price shall not theretofore have been paid, to the extent of any such Purchase Price, and (iii) in respect of any balance remaining, held by or for the benefit of Buyer until the earlier to occur of (A) application toward the Purchase Price for any Purchase occurring on any later date and (B) the next following Settlement Date, in which case such amount shall be remitted to Buyer.
(e) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date originated by an Originator shall be paid due and payable in full by Buyer to such Originator on the date hereof (in the case of each Receivable purchased on the date hereof) or on the date such Receivable is purchasedcame into existence (in the case of each subsequent purchase), a precise reconciliation and payment of such Purchase Price shall be made from Applied Collections, to the extent available, as provided in Section 1.2(d), final settlement of the Purchase Price between Buyer and such Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for the Calculation Period then most recently ended. On each Settlement Date, Buyer and each Originator shall cause a reconciliation to be made in respect of all Purchases that shall have been made during the Calculation Period then most recently ended. To the extent that the aggregate amount of Applied Collections during such Calculation Period shall have been less than the aggregate Purchase Price in respect of all Purchases made by Buyer from such Originator during such month, Buyer shall pay the balance due in respect of such aggregate Purchase Price in the manner described in Section 1.2(a). To the extent that the aggregate amount of Applied Collections with respect to such Originator during such Calculation Period shall have been greater than the aggregate Purchase Price in respect of all Purchases made by Buyer from such Originator during such Calculation Period, such excess shall be applied to a reduction in the outstanding balance of the Subordinated Loan owing by Buyer to such Originator in an amount equal to such excess, and any remaining portion of such excess shall be retained by or paid over to Buyer. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer Loans made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that last Business Day of the Calculation Period to which such settlement relates.
(f) At all times prior to the Amortization Date, notwithstanding any delay in the making of any payment of the Purchase Price is paidin respect of any Purchase, all right, title and interest of each Originator in and to each Receivable originated by it shall be sold, assigned and otherwise transferred to Buyer effective immediately and automatically upon the creation of such Receivable, without any further action of any type or kind being required on the part of any Person. On each Settlement Date, Originator shall determine The monthly settlement and reconciliation contemplated in this Section 1.2 has been devised solely for the net increase or the net reduction in the outstanding principal amount administrative convenience of the Subordinated Note occurring during the immediately preceding Calculation Period parties hereto. Buyer and shall account for such net increase or net reduction in its books each Originator may at any time, as may agreed between themselves, elect to effect settlement and records. Originator hereby agrees that within three reconciliation on a more (3but not less) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedfrequent basis.
Appears in 1 contract
Samples: Receivables Sale Agreement (Insight Enterprises Inc)
Payment for the Purchase. (a) The Purchase Price for the Purchase of Transferred Receivables in existence on the close of business on the Business Day immediately immediate preceding the date hereof (the "Initial Cutoff Date") Funding Date shall be payable in full by Buyer to Originator Transferor on the date hereofInitial Funding Date, and shall be paid to Originator Transferor in the following manner:
(i) first, by delivery of immediately available funds, to in an amount confirmed by the extent parties hereto on the Initial Funding Date; provided, that a portion of such funds made available shall be offset by amounts owed by Transferor to Buyer or Transferor shall contribute Transferred Receivables on account of the issuance of equity in connection with its subsequent sale the manner contemplated in the operating agreement of an interest in such Receivables to the Purchasers under Buyer and having a total value of not less than the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, andRequired Capital Amount,
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator Transferor to Buyer (a "“Subordinated Loan"”) in an amount not to exceed the least of (Ai) the remaining unpaid portion of such Purchase Price, (Bii) the maximum Subordinated Loan that could be borrowed without rendering Buyer's ’s Net Worth less than the Required Capital Amount and (Ciii) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans Loan hereunder (including the Subordinated Loan proposed to be made on such date). Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator Transferor is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder. Each Transferred Receivable coming into existence after the Initial Funding Date shall be sold to Buyer on the first Settlement Date following the date that such Transferred Receivable came into existence and the Purchase Price for such Transferred Receivable shall be due and owing in full by Buyer to Transferor or its designee on the Settlement Date that such Transferred Receivable is transferred to the Buyer (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Transferor to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Transferor in the manner provided in the following paragraphs (b) and (c). The conveyance of such Transferred Receivables shall occur and take effect automatically upon the listing of each such item in the Schedule of Receivables, without further action by any Person.
(b) With respect to any Transferred Receivables coming into existence after the Initial Funding Date, of each Settlement Date, Buyer shall pay the Purchase Price therefor in the following manner: first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of interests in the Transferred Receivables under the Purchase Agreement or other cash on hand; second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.02(a)(ii); and third, unless Transferor has declared the Termination Date to have occurred pursuant to Section 5.02(b), at the election of the Transferor (which may be a standing election), by accepting a contribution to its capital pursuant to its operating agreement in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.02(a)(ii), Transferor irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note.
(c) From and after the Termination Date, Originator Transferor shall not be obligated to (but may, at its option): ) (i) sell Transferred Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) Buyer unless Originator Transferor reasonably determines that the Purchase Price therefor will not be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwiseotherwise or (ii) contribute Transferred Receivables to Buyer’s capital.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid in full by Buyer to Originator on the date such Receivable is purchased, a precise reconciliation of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation Period. Although such reconciliation shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections received.
Appears in 1 contract
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on as of the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date"Date (other than the Initial Contributed Receivables) shall be payable in full by Buyer to Originator Agent, for the benefit of Originator, on the date hereofInitial Sale Date, and shall be paid to Originator Agent in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after Agreement; provided that a portion of such funds shall be offset by amounts owed by Originator to Buyer on account of the payment issuance of its operating costs and any amounts payable under equity having a total value of not less than the Purchase AgreementRequired Capital Amount, and
(ii) second, the balance, by delivery of the proceeds of a Subordinated Note evidencing a subordinated revolving loan from Originator Agent, on behalf of Originator, to Buyer (each, a "Subordinated Loan"" ) in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount Amount, and (C) fifteen percent (15%) of such Purchase Price. Originator Agent is hereby authorized by Buyer to endorse on the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of schedule attached to the Subordinated Loans (including Note an appropriate notation evidencing the Subordinated Loan proposed date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to be made on make such date)notation shall not affect any obligation of Buyer thereunder. Each The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator Agent, for the benefit of Originator on the date each such Business Day Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by or on behalf of Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator Agent, for the benefit of Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchaseeach Settlement Date, Buyer shall pay the Purchase Price therefor to Originator Agent, for the benefit of Originator, in accordance with Section 1.3(d) and in the following manner:
(i) first: first , by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) ; second, by delivery of the proceeds from the repayment of Demand Advances by Originator Agent to Buyer pursuant to the Receivables Purchase Agreement; third , by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii)1.3(a)(ii) ; and
(iii) thirdand fourth , unless Originator or Buyer has declared the Termination Date shall to have been declared occurred pursuant to Section 5.2this Agreement, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii)1.3(a)(ii) , Originator Agent, on behalf of Originator, irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third fourth of Section 1.2(b1.3(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans Loans, other cash on hand or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid due and payable in full by Buyer to Originator Agent, for the benefit of Originator on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between Buyer and Originator Agent, for the benefit of Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Purchase Report delivered by Originator for the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation PeriodPeriod then most recently ended. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) 1.3 and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b1.3(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 1 contract
Samples: Receivables Sale Agreement (Adc Telecommunications Inc)
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") shall be payable in full by Buyer to ------------------- Originator on the date hereof, and shall be paid to Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement; provided that a portion of such funds shall be -------- offset by amounts owed by Originator to Buyer on account of the issuance of equity in the manner contemplated in the Subscription Agreement after and having a total value of not less than the payment of its operating costs and any amounts payable under the Purchase AgreementRequired Capital Amount, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated ------------ Loan") in an amount not to exceed the least of (A) the remaining ---- unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder. The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator or its designee on the date each such Business Day Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchaseeach Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.2(d) and in the following manner:
(i) : first, by delivery of immediately available funds, to the extent ----- of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) ; second, by delivery of the proceeds of a Subordinated Loan, ------ provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) and ------------------ third, unless Originator has declared the Termination Date shall to have been declared ----- occurred pursuant to Section 5.2, by accepting a contribution of Receivables to its ----------- capital pursuant to the Subscription Agreement in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator ------------------ irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase -------------- Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans Loans, other cash on hand or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid due and payable in full by Buyer to Originator on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such the Calculation Period------------ Period then most recently ended. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of -------------- capital by Originator to Buyer made pursuant to Section 1.2(b) shall be -------------- deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 1 contract
Samples: Receivables Sale Agreement (Graybar Electric Co Inc)
Payment for the Purchase. (a) a. The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") each Receivable shall be payable become owing in full by Buyer TPNA to Originator SMMC on the date hereof, related Purchase Date and shall be paid to Originator on the next Monthly Payment Date in the following manner:
(i) firstcash, it being understood and agreed that any such transfer of cash may be made by delivery book entry rather than wire transfer of immediately available funds, to funds or automated clearing house (ACH) transfer.
b. To the extent of funds made available that TPNA is entitled to Buyer in connection with its subsequent sale of an interest in such Receivables any Purchase Price Credit pursuant to Section 1.3 and the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (BPrice Credit exceeds the Purchase Price that would have been owed by TPNA to SMMC under Section 1.2(a) above on the maximum Subordinated Loan that could be borrowed immediately succeeding Purchase Date without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance taking such Purchase Price Credit into account for purposes of the Subordinated Loans (including calculation of such price, the Subordinated Loan proposed excess shall be payable by SMMC to TPNA in cash, it being understood and agreed that any such transfer of cash may be made by book entry rather than wire transfer of immediately available funds or automated clearing house (ACH) transfer.
c. Notwithstanding the foregoing, on any Business Day prior to a Settlement Date, with the consent of the Administrative Agent (as the ultimate assignee of TPNA), which consent shall not be unreasonably withheld or delayed, TPNA may provide written notice to SMMC excluding any Receivable from the Receivables being sold on such date)Settlement Date. Each Receivable coming into existence after Upon delivery of such notice to SMMC and receipt of the Initial Cutoff Date Administrative Agent’s consent, TPNA shall be sold or contributed have no obligation to the Buyer on the Business Day immediately following the day such Receivable was originated and pay the Purchase Price for such Receivable shall be due Receivable, and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid in full by Buyer to Originator on the date such Receivable is purchased, a precise reconciliation of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation Period. Although such reconciliation shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall no longer be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedowing hereunder.
Appears in 1 contract
Samples: Receivables Sale Agreement (Tempur Sealy International, Inc.)
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on as of the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date"Date (other than the Initial Contributed Receivables) shall be payable in full by Buyer to Originator Agent, for the benefit of Originator, on the date hereofInitial Sale Date, and shall be paid to Originator Agent in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after Agreement; provided that a portion of such funds shall be offset by amounts owed by Originator to Buyer on account of the payment issuance of its operating costs and any amounts payable under equity having a total value of not less than the Purchase AgreementRequired Capital Amount, and
(ii) second, the balance, by delivery of the proceeds of a Subordinated Note evidencing a subordinated revolving loan from Originator Agent, on behalf of Originator, to Buyer (each, a "Subordinated Loan"" ) in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount Amount, and (C) fifteen percent (15%) of such Purchase Price. Originator Agent is hereby authorized by Buyer to endorse on the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of schedule attached to the Subordinated Loans (including Note an appropriate notation evidencing the Subordinated Loan proposed date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to be made on make such date)notation shall not affect any obligation of Buyer thereunder. Each The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator Agent, for the benefit of Originator on the date each such Business Day Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by or on behalf of Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator Agent, for the benefit of Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchaseeach Settlement Date, Buyer shall pay the Purchase Price therefor to Originator Agent, for the benefit of Originator, in accordance with Section 1.3(d) and in the following manner:
(i) first: first , by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) ; second, by delivery of the proceeds from the repayment of Demand Advances by Originator Agent to Buyer pursuant to the Receivables Purchase Agreement; and third , by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii1.3(a)(ii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii)1.3(a)(ii) , Originator Agent, on behalf of Originator, irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid due and payable in full by Buyer to Originator Agent, for the benefit of Originator on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between Buyer and Originator Agent, for the benefit of Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Purchase Report delivered by Originator for the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation PeriodPeriod then most recently ended. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) 1.3 shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 1 contract
Samples: Receivables Sale Agreement (Adc Telecommunications Inc)
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") each Purchased Receivable shall be payable become owing in full by the Buyer to the applicable Originator or its designee on the date hereof, each such Receivable comes into existence and shall be paid to Originator in not later than the following mannernext Payment Date as follows:
(i) firston the terms and subject to the conditions set forth in this Agreement and the Purchase Agreement, by delivery the Buyer shall pay to the Servicer, for the account of the applicable Originators, in immediately available funds, to the extent of funds made available to Buyer Available Cash on such Payment Date, in connection with its subsequent sale of an interest in such Receivables to the Purchasers under following order: first, the Purchase Agreement after Price for the payment of its operating costs Receivables sold by each Originator hereunder; and any amounts payable second, to reduce the principal amount outstanding under the Purchase Agreement, andeach Originator’s Subordinated Note to a balance not less than zero;
(ii) secondto the extent that any portion of the Purchase Price owing to an Originator remains unpaid, the balance, principal amount outstanding under such Originator’s Subordinated Note shall be automatically increased by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not equal to exceed the least of (A) the remaining unpaid portion of such Purchase Price, but subject to the limitations set forth in Section 1.2(b); and
(iii) to the extent that the Buyer is entitled to any Purchase Price Credit pursuant to Section 1.3 in respect of Receivables sold by an Originator and the amount of such Purchase Price Credit exceeds the Purchase Price that would have been owed by such Buyer to such Originator under clause (i) above without taking such Purchase Price Credit into account for purposes of the calculation of such price, the principal amount outstanding under such Originator’s Subordinated Note shall be automatically decreased (to a balance not less than zero).
(b) To the extent that the Buyer does not have sufficient Available Cash to pay in full the Purchase Price for all Receivables purchased on any Payment Date in cash, each Originator agrees to advance a Subordinated Loan in an aggregate principal amount not to exceed the lesser of (A) the unpaid portion of the Purchase Price of all Purchased Receivables sold by such Originator remaining following the payments specified in clause (a)(i) above and (B) the maximum loan (each such loan, a “Subordinated Loan Loan”) that could be borrowed by the Buyer from the applicable Originator without rendering the Buyer's ’s Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date)Amount. Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by the Buyer on or prior to the Termination Date. The Each Subordinated Loans Loan shall be evidenced by, and shall be payable in accordance with the terms and provisions of the a Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the PurchasersAvailable Cash. The Each Originator is hereby authorized by the Buyer to endorse on the schedule attached to the its Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of the Buyer thereunder. The Servicer shall make all appropriate record keeping entries with respect to each Subordinated Note to reflect the increases, payments and reductions made in respect of such Subordinated Note pursuant to Sections 1.2(b) and 1.3, and the Servicer’s books and records shall constitute rebuttable presumptive evidence of the principal amount of, and accrued interest on, each Subordinated Note at any time. Each Originator hereby irrevocably authorizes the Servicer to xxxx its Subordinated Note “CANCELED” and to return such Subordinated Note to the Buyer upon the final payment thereof after the occurrence of the Termination Date.
(c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence purchased after the Initial Cutoff Date date hereof shall be paid in full due and payable by the Buyer to the applicable Originator on the date such Receivable is purchasedPayment Date therefor, a precise reconciliation of the Purchase Price Prices between Buyer and each Originator shall be effected on a monthly basis on Monthly Settlement Dates Date with respect to all Receivables sold or contributed during the same Calculation Period most recently ended prior to such Monthly Settlement Date and based on the information contained in the Monthly Purchase Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation PeriodSection 1.1(b) above. Although such reconciliation shall be effected on Monthly Settlement Dates, increases or decreases in the amount owing under the principal balance of each Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator KapStone Kraft to the Buyer made pursuant to Section 1.2(b) this Agreement shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paiddue and payable; provided that the interest due and owing on each Subordinated Note on any Monthly Settlement Date shall continue to be calculated based on the principal amount outstanding as of the prior Monthly Settlement Date. On each Monthly Settlement Date, each Originator shall determine the net increase or the net reduction in the outstanding principal amount of the its Subordinated Note and, in the case of KapStone Kraft, the amount of any capital contributions occurring during the immediately preceding Calculation Period calendar month and shall account for such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections received.
Appears in 1 contract
Samples: Receivables Sale Agreement (Kapstone Paper & Packaging Corp)
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") shall be payable in full by Buyer to the Originator of such Receivables on the date hereof, and shall be paid to such Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent subse quent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, ; and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from such Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Originator is hereby authorized by Buyer to endorse on the schedule attached to its Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder. The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to the Originator of such Receivable or its designee on the date each such Business Day Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by such Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to such Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchaseeach Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.2(d) and in the following manner:
(i) : first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
hand (ii) including, without limitation, as a result of the contribution of Receivables to the capital of Buyer by either of Buyer's partners); and second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), each Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note Notes and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) From and after the Termination Date, no Originator shall not be obligated to (but each may, at its option): (i) ), sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.. AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid due and payable in full by Buyer to the Originator of such Receivable on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between Buyer and each Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer Servicers pursuant to Article VIII of the Purchase Agreement for such the Calculation PeriodPeriod then most recently ended. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer Notes made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 1 contract
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") shall be payable in full by Buyer to Originator on the date hereofOriginator, and shall be paid to Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, ; and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least lesser of (A) the remaining unpaid portion of such Purchase Price, Price of the Receivables and (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) Amount. Originator is hereby authorized by Buyer to endorse on the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of schedule attached to the Subordinated Loans (including Note an appropriate notation evidencing the Subordinated Loan proposed date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to be made on make such date)notation shall not affect any obligation of Buyer thereunder. Each -4- 8 The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to the Originator or its designee on the date each such Business Day Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which that have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchaseeach Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.2(d) and in the following manner:
(i) : first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) ; second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which that Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) From and after the Termination Date, Originator shall not be obligated to (but each may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) Buyer unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans Loans, other cash on hand or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid due and payable in full by Buyer to the Originator of such Receivable on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to -5- 9 Article VIII of the Purchase Agreement for such the Calculation PeriodPeriod then most recently ended. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 1 contract
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") shall be payable in full by Buyer to each ------------------- Originator on the date hereof, and shall be paid to each Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, such funds to be allocated among the Originators as determined by Buyer in its sole discretion; and
(ii) secondin the case of O&M Medical, to the extent any portion of the Purchase Price payable to O&M Medical remains unpaid, by the reduction in the principal amount outstanding under the Originator Note of O&M Medical in an amount equal to such remaining Purchase Price, until such outstanding principal amount is reduced to zero; and
(iii) the balance, by delivery of the proceeds of a subordinated revolving loan from such Originator to Buyer (a "Subordinated Loan") ----------------- in an amount not to exceed the least of (Ai) the remaining unpaid portion of such Purchase Price, (Bii) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Tangible Net Worth less than the Required Capital Amount $10,000,000 and (Ciii) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the its Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder. The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be due and owing in full by Buyer to each Originator or its designee on the date each such Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by such Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to each Originator in the manner provided in the following paragraphs (b), (c) and (d). -------------- --- ---
(b) With respect to any Receivables coming into existence after the date hereof, on each Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.2(d) and in the following manner: -------------- first, by delivery of immediately available funds, to the extent ----- of funds available to Buyer from its subsequent sale of an interest in the Receivables to each Managing Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand, such funds to be allocated among the Originators as determined by Buyer in its sole discretion; and second, in the case of O&M Medical, to the extent any portion of ------ the Purchase Price payable to O&M Medical remains unpaid, by the reduction in the principal amount outstanding under the Originator Note of O&M Medical in an amount equal to such remaining Purchase Price, until such outstanding principal amount is reduced to zero; and third, to the extent any portion of the Purchase Price remains ----- unpaid, by delivery of the proceeds of a Subordinated Loan, provided that -------- the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(iii). ------------------- Subject to the limitations set forth in Section 1.2(a)(iii), each Originator ------------------- irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Amortization Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Notes and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Purchasers, the Collateral Agent, the Managing Agents or any other Person then entitled to any amounts as specified in the Purchase Agreement.
(c) On the terms and subject to the conditions set forth in this Agreement, Buyer agrees to make demand loans ("Originator Loans") to O&M Medical ---------------- prior to the Amortization Date in such amounts as O&M Medical may request from time to time; provided, however, that (i) each such Originator Loan may be made -------- ------- solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Purchasers, the Collateral Agent, the Managing Agents or any other Person then entitled to any amounts as specified in the Purchase Agreement, (ii) no Originator Loan shall be made to the extent that any amounts are outstanding under any Subordinated Note, (iii) no Originator Loan shall be made if, at such time and or after giving effect thereto, an Amortization Event or a Potential Amortization Event is outstanding, and (iv) no Originator Loan shall be made if, after giving effect thereto, the aggregate principal amount of all Originator Loans would exceed the amount of the Tangible Net Worth of Buyer. The Originator Loans made to O&M Medical shall be evidenced by a demand promissory note in the form of Exhibit VII to this Agreement. Originator Loans may be repaid by O&M ----------- Medical, in whole or in part, at any time. Any amount so repaid may, subject to the terms and conditions hereof, be reborrowed hereunder. If, at any time that Originator Loans are outstanding, Buyer has insufficient funds to satisfy its obligations under the Purchase Agreement, Buyer shall be deemed to have made demand upon O&M Medical for the amount of such shortfall, up to the aggregate principal amount of all Originator Loans then outstanding.
(d) From and after the Termination Amortization Date, no Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) Buyer unless such Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(de) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date date hereof shall be paid due and payable in full by Buyer to each Originator on the date such Receivable is purchasedcomes into existence, a precise reconciliation settlement of the Purchase Price between Buyer and each Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Accrual Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the ------------ Purchase Agreement for such Calculation Periodthe Accrual Period then most recently ended. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Originator Note and the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer Notes made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of -------------- the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Accrual Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 1 contract
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") shall be payable in full by Buyer to Originator on the date hereof, and shall be paid to Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after Agreement; provided that a portion of such funds Receivables to the payment shall be offset by amounts owed by Originator to Buyer on account of its operating costs the initial issuance of equity by Buyer to Originator and any amounts payable under having a total value of not less than the Purchase AgreementRequired Capital Amount, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (Ai) the remaining unpaid portion of such Purchase Price, (Bii) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (Ciii) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder. The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator or its designee on the date each such Business Day Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchaseeach Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.2(d) and in the following manner:
(i) : first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) ; second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) and third, unless Originator has declared the Termination Date shall to have been declared occurred pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans Loans, other cash on hand or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid due and payable in full by Buyer to Originator on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such the Calculation PeriodPeriod then most recently ended. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 1 contract
Samples: Receivables Sale Agreement (Puget Sound Energy Inc)
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff DateINITIAL CUTOFF DATE") shall be payable in full by Buyer Interface to Originator the Original Seller of such Receivables on the date hereof, and shall be paid to Originator in the following manner:
(i) first, such Original Seller by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the . The Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Price for each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer Interface to Originator the Original Seller of such Receivable or its designee on the date each such Business Day Receivable came into existence (except that Buyer Interface may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator the applicable Original Seller to Buyer Interface hereunder and which that have become due but remain unpaid) and shall be paid to Originator such Original Seller in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Cutoff Date, on the first Business Day after such Receivable is originatedeach Settlement Date, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer Interface shall pay the Purchase Price therefor in the following manner:
(iaccordance with Section 1.2(d) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) From and after the Termination Date, Originator no Original Seller shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwiseInterface.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid due and payable in full by Buyer Interface to Originator the Original Seller of such Receivable on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between Buyer Interface and Originator each Original Seller shall be effected on a monthly basis on each Settlement Dates Date with respect to all Receivables sold coming into existence (i) if settlement is effected on a monthly basis, during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Loan Agreement for the Calculation Period most recently ended, or (ii) if settlement is effected on a weekly basis, during the calendar week reported in the Borrowing Base Certificate most recently delivered by the Servicer pursuant to the Loan Agreement and based on the information contained in such Calculation PeriodBorrowing Base Certificate. Although such reconciliation settlement shall be effected on Settlement Datesin the foregoing manner, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) of the Receivables Sale Agreement and any contribution of capital by Originator Interface to Buyer SPV made pursuant to Section 1.2(b) the Receivables Sale Agreement shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 1 contract
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on as of the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date"Date (other than the Initial Contributed Receivables) shall be payable in full by Buyer to Originator on the date hereof, and shall be paid to Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale proceeds of an interest in such Receivables to Loans received by the Purchasers Buyer under the Purchase Agreement after Credit Agreement; provided that a portion of such funds shall be offset by amounts owed by Originator to Buyer on account of the payment issuance of its operating costs and any amounts payable under equity having a total value of not less than the Purchase AgreementRequired Capital Amount, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan (aggregated with all Subordinated Loans then outstanding to Originator) that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount Amount, and ten percent (C10%) of such Purchase Price. Originator is hereby authorized by Buyer to endorse on the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of schedule attached to the Subordinated Loans (including Note an appropriate notation evidencing the Subordinated Loan proposed date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to be made on make such date)notation shall not affect any obligation of Buyer thereunder. Each The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator or its designee on the date each such Business Day Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchaseeach Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.3(d) and in the following manner:
(i) : first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale proceeds of an interest in the Receivables to the Agent for the benefit of the Purchasers Loans received by Buyer under the Purchase Credit Agreement or other cash on hand;
(ii) ; second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii1.3(a)(ii); and
(iii) and third, unless Originator or Buyer has declared the Termination Date shall to have been declared occurred pursuant to Section 5.2this Agreement, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii1.3(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Credit Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or for the Purchasers. The Originator is hereby authorized by Buyer to endorse on benefit of the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunderSecured Parties.
(c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b1.3(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Credit Agreement, Collections, proceeds of Subordinated Loans Loans, other cash on hand or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid due and payable in full by Buyer to Originator on the date such Receivable is purchasedcame into existence, a precise reconciliation settlement of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on the respective Settlement Dates Date with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Purchase Report delivered by Originator for the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation PeriodPeriod then most recently ended. Although such reconciliation settlement shall be effected on each Settlement DatesDate, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) 1.3 and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b1.3(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
Appears in 1 contract
Samples: Receivables Sale Agreement (PPL Electric Utilities Corp)
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately immediate preceding the date hereof (the "Initial Cutoff Date") shall be payable in full by Buyer to Originator on the date hereof, and shall be paid to Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement; provided that a portion of such funds shall be offset by amounts owed by Originator to Buyer on account of the issuance of equity in the manner contemplated in the Subscription Agreement after and having a total value of not less than the payment of its operating costs and any amounts payable under Required Capital Amount on the Purchase Agreementdate hereof, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of of: (A) the remaining unpaid portion of such Purchase Price, Price and (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the PurchasersAmount. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder. The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be due and owing in full by Buyer to Originator or its designee on the date each such Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c), (d) and (e).
(b) With respect to any Receivables coming into existence after the date hereof, on each Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.2(d) and (e) and in the following manner: first, by delivery of immediately available funds, to the extent of funds available to Buyer from (i) its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement, (ii) Collections arising from any Receivables previously sold to Buyer in which Buyer has retained an interest, or (iii) other cash on hand; second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and third, unless the Originator has declared the Amortization Date to have occurred pursuant to Section 5.2, by accepting a contribution to its capital pursuant to the Subscription Agreement in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Amortization Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Purchasers.
(c) From and after the Termination Amortization Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) On each day prior to the Amortization Date (unless Buyer or the Agent shall otherwise direct), Buyer may permit Originator to retain all or a specified portion of the Collections received in respect of Receivables theretofore transferred by Originator to Buyer hereunder, it being understood that in the event Buyer shall have sold, assigned or otherwise transferred an interest in such Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement, such Collections in the possession of such Originator or Buyer are made available to Buyer at the discretion of the Agent. Any such Collections so retained by Originator ("Applied Collections") shall, on and as of the date of receipt thereof, be (i) deemed applied toward the Purchase Price of any Receivables of Originator arising on such date and then being transferred to Buyer pursuant to the terms hereof, to the extent of any such Purchase Price, (ii) then, in respect of any balance remaining, deemed applied toward the Purchase Price of any other Receivables of Originator arising during such Accrual Period and in respect of which the Purchase Price shall not theretofore have been paid, to the extent of any such Purchase Price, and (iii) in respect of any balance remaining, held in trust by Originator for the benefit of Buyer until the earlier to occur of (A) application toward the Purchase Price for any Purchase occurring on any later date and (B) the next following Settlement Date, in which case such amount shall be remitted to Buyer.
(e) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date date hereof shall be paid due and payable in full by Buyer to Originator on the date such Receivable is purchasedcame into existence, a precise reconciliation and payment of such Purchase Price shall be made from Applied Collections, to the extent available, as provided in Section 1.2(d), final settlement of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for the Calculation Period then most recently ended. On each Settlement Date, Buyer and Originator shall cause a reconciliation to made in respect of all Purchases that shall have been made during the Calculation Period then most recently ended. To the extent that the aggregate amount of Applied Collections retained by Originator during such Accrual Period shall have been less than the aggregate Purchase Price in respect of all Purchases made by Buyer from Originator during such month, Buyer shall pay the balance due in respect of such aggregate Purchase Price in the manner described in Section 1.2(a). To the extent that the aggregate amount of Applied Collections retained by Originator during such Calculation Period shall have been greater than the aggregate Purchase Price in respect of all Purchases made by Buyer from Originator during such Calculation Period, Originator shall turn over such excess to Buyer either by remitting such excess in immediately available funds to Buyer or by directing that a reduction in the outstanding balance of the Subordinated Loan occur in an amount equal to such excess, or a combination of both. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that last Business Day of the Calculation Period to which such settlement relates.
(f) At all times prior to the occurrence of the Amortization Date, notwithstanding any delay in the making of any payment of the Purchase Price is paidin respect of any Purchase, all right, title and interest of Originator in and to each Receivable shall be sold, assigned and otherwise transferred to Buyer effective immediately and automatically upon the creation of such Receivable, without any further action of any type or kind being required on the part of any Person. On each Settlement Date, Originator shall determine The monthly settlement and reconciliation contemplated in this Section 1.2 has been devised solely for the net increase or the net reduction in the outstanding principal amount administrative convenience of the Subordinated Note occurring during the immediately preceding Calculation Period parties hereto. Buyer and shall account for such net increase or net reduction in its books Originator may at any time, as may agreed between themselves, elect to effect settlement and records. Originator hereby agrees that within three reconciliation on a more (3but not less) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedfrequent basis.
Appears in 1 contract
Samples: Receivables Sale Agreement (Anixter International Inc)
Payment for the Purchase. (a) The Purchase Price for the each Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") hereunder shall be payable in full by Buyer to Originator on the date hereofof such Purchase, and shall be paid to Originator in the following manner:
(i) : first, by delivery of immediately available funds, to the extent of (x) funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and (y) any amounts payable under the Collections on Receivables or other funds available to Buyer on such Purchase Agreement, and
(ii) Date; second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless Originator has declared the Termination Date shall to have been declared occurred pursuant to Section 5.2, by accepting a contribution of Receivables to its capital pursuant to the Subscription Agreement in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(cb) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans Loans, other cash on hand or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid in full by Buyer to Originator on the date such Receivable is purchased, a precise reconciliation of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation Period. Although such reconciliation shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections received.
Appears in 1 contract
Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediately immediate preceding the date hereof (the "Initial Cutoff Date") shall be payable in full by Buyer to Originator on the date hereof, and shall be paid to Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after Agreement. To the payment of its operating costs and any amounts payable under extent that the Purchase AgreementPrice of such Receivables (x) exceeds the amount of immediately available funds then available to the Buyer, and
(iiy) secondis not otherwise paid through the issuance of a Letter of Credit and a related L/C Note and (z) is not elected by the Originator to be a contribution to Buyer's capital, the balance, balance shall be paid by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least lesser of (Ai) the remaining unpaid portion of such Purchase Price, Price and (Bii) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount Amount. Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(Cb) If the Originator so requests, Buyer shall pay all or part of the Purchase Price of Receivables to be paid by causing the Agent to arrange for (i) the maximum issuance by the L/C Issuer of a Letter of Credit in favor of one or more beneficiaries selected by the Originator or (ii) the Modification of any previously issued Letter of Credit to increase the face amount thereof. In the event that the Originator requests that all or any portion of the Purchase Price of Receivables be paid for by the issuance or Modification of a Letter of Credit, the Originator shall on a timely basis provide Buyer with such information as is necessary for Buyer to obtain or Modify such Letter of Credit pursuant to the terms of the Purchase Agreement. The Originator shall reimburse Buyer for its expenses incurred in connection with obtaining or Modifying such Letter of Credit and shall reimburse the Buyer for any Fronting Fees (as defined in the Fee Letter referenced in the Purchase Agreement) incurred by the Buyer in connection with procuring or Modifying such Letter of Credit, in each case, at the time the of issuance or Modification of such Letter of Credit; provided that such amounts may be offset against the outstanding principal amount of the Subordinated Loan that could Loans payable to the Originator. The Originator shall not have any reimbursement obligations in respect of any Letter of Credit. On the date of issuance or Modification, the face amount (or in the case of any Modification, the increase in the face amount) of each Letter of Credit shall be borrowed without rendering deemed to constitute payment of the Net Value less than Purchase Price for Receivables being transferred on such date and shall be applied (x) as a deduction from the applicable Purchase Price otherwise payable by Buyer, (y) to the extent such face amount exceeds such Purchase Price, as a reduction in the aggregate outstanding principal balance amount of the Subordinated Loans of the Originator and (including z) to the extent the aggregate outstanding principal amount of the Subordinated Loan proposed Loans has been reduced to zero, as payment of and a credit against the Purchase Price payable for future purchases of Receivables; provided, however, that such credit shall at no time exceed the aggregate amount of capital contributions theretofore made by the Originator to the Buyer. The obligation of Buyer to pay the Originator the aggregate deductions, reductions and credits described in clauses (x), (y) and (z) of the preceding sentence shall be made evidenced by a note in the form of Exhibit VIII hereto (the "L/C Note"), and shall be payable in accordance with the terms and provisions of the L/C Note and this Agreement. The principal amount of the L/C Note shall be reduced by the amount of any draws on the related Letter of Credit. In the event that a Letter of Credit (as the same may be extended, replaced or renewed and after giving effect to any partial draws) expires undrawn or is surrendered to the L/C Issuer or Buyer, an amount equal to the undrawn face amount of such date)Letter of Credit shall be payable within 10 Business Days thereafter and, upon giving effect to such payment, the principal amount of the L/C Note shall be reduced by such payment. Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated date it comes into existence and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such the Business Day occurring immediately following such date (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(bc) With respect to any Receivables sold or contributed hereunder Receivable coming into existence after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in accordance with Section 1.2(d) and in the following manner:
: first, by (i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers and the L/C Issuer under the Purchase Agreement or other cash on hand;
hand or (ii) causing the issuance or Modification of one or more Letters of Credit by the L/C Issuer in accordance with the Purchase Agreement; provided that the issuance or Modification of such Letter of Credit and the related increase in the outstanding principal balance of the L/C Note shall not cause the Buyer's Net Worth to be less than the Required Capital Amount; and/or second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii1.2(a)(i); and
(iii) and/or third, unless the Termination Date shall have been declared pursuant to at Originator's election as contemplated in Section 5.21.2(e), by accepting such Receivables as a contribution of Receivables to its Buyer's capital pursuant to the Subscription Agreement in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii1.2(a), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent Agent, the L/C Issuer or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(cd) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute but may at is option, based on such considerations it determines to be appropriate at the time, including, without limitation, the creditworthiness of Buyer at such time, elect to continue selling Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(de) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid in full due and payable by Buyer to Originator on promptly following the date such Receivable is purchasedcomes into existence, a precise reconciliation of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such the Calculation Period. Although such reconciliation shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note and the L/C Notes made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paiddue and payable. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount of the Subordinated Note and the L/C Notes occurring during the immediately preceding Calculation Period and shall account for such net increase or net reduction in its books and records.
(f) Each contribution of a Receivable by Originator to Buyer shall be deemed to be a Purchase of such Receivable by Buyer for all purposes of this Agreement. Buyer hereby acknowledges that Originator hereby agrees that within three (3) Business Days after shall have no obligations to make further capital contributions to Buyer, in respect of Originator's equity interest in Buyer so requestsor otherwise, in order to provide funds to pay the Purchase Price to Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedunder this Agreement or for any other reason.
Appears in 1 contract
Payment for the Purchase. (a) The On the Closing Date, immediately after the Buyer’s acceptance of the contribution of the Contributed Receivables Assets from CMC, the Purchase Price for the Purchase of all other Receivables Assets in existence on as of the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") Date shall be payable in full by the Buyer to the applicable Subsidiary Originator by delivery of a Subordinated Note by Buyer to the applicable Subsidiary Originator in an aggregate principal amount not to exceed the lesser of (i) the Purchase Price therefor and (ii) the maximum loan (each such loan, a “Subordinated Loan”) that could be borrowed by the Buyer from the applicable Subsidiary Originator without rendering the Buyer’s Net Worth less than the Required Capital Amount.
(b) The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall become owing in full by the Buyer to the applicable Subsidiary Originator or its designee on the date hereof, each such Receivable comes into existence and shall be paid to the applicable Subsidiary Originator on the next succeeding Monthly Settlement Date in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, andAvailable Cash; and/or
(ii) secondby an increase in the amount then outstanding under the applicable Subordinated Note, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed but subject to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing limitations set forth in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (dSection 1.2(a).
(bc) With respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii1.2(a), each Subsidiary Originator irrevocably agrees to advance each Subordinated Loan requested by the Buyer on or prior to the Termination Date. The Each Subordinated Loans Loan shall be evidenced by, and shall be payable in accordance with the terms and provisions of the a Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the PurchasersAvailable Cash. The Each Subsidiary Originator is hereby authorized by the Buyer to endorse on the schedule attached to the its Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of the Buyer thereunder.
(c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid in full by Buyer to Originator on the date such Receivable is purchased, a precise reconciliation of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation Period. Although such reconciliation shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections received.
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Payment for the Purchase. (a) The Purchase Price for the Purchase of Receivables Receivables, if any, not otherwise conveyed under the Transfer Agreement which are in existence on the close of business on the Business Day immediately immediate preceding the date hereof (the "“Initial Cutoff Date"”) shall be payable in full by Buyer to Originator on the date hereof, and shall be paid to Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "“Subordinated Loan"”) in an amount not to exceed the least of (Ai) the remaining unpaid portion of such Purchase Price, and (Bii) the maximum Subordinated Loan that could be borrowed without rendering Buyer's ’s Net Worth less than the Required Capital Amount and (C) Minimum Net Worth. The Originator is hereby authorized by Buyer to endorse on the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of schedule attached to the Subordinated Loans (including Note an appropriate notation evidencing the Subordinated Loan proposed date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to be made on make such date)notation shall not affect any obligation of Buyer thereunder. Each The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator or its designee on the date each such Business Day Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).
(b) With respect to any Receivables sold or contributed hereunder coming into existence after the Initial Cutoff Datedate hereof, on the first Business Day after such Receivable is originated, such Receivable shall be transferred to Buyer and on such date of Purchaseeach Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.2(d) and in the following manner:
(i) : first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) ; and second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Amortization Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) From and after the Termination Amortization Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) Buyer unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date date hereof shall be paid due and payable in full by Buyer to Originator on the date such Receivable is purchasedcame into existence, and although Buyer intends in the ordinary course to remit to Originator on a precise reconciliation daily basis amounts (to the extent available therefor under the Purchase Agreement) from collections on the Receivables for application to the Purchase Price obligation then outstanding, settlement of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold coming into existence during the same Calculation Period most recently ended prior to such Settlement Date and based on the information contained in the Monthly Report delivered by the Sub-Servicer pursuant to Article VIII of VII for the Purchase Agreement for such Calculation PeriodPeriod then most recently ended. Although such reconciliation settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in the outstanding principal amount last Business Day of the Subordinated Note occurring during the immediately preceding Calculation Period and shall account for to which such net increase or net reduction in its books and records. Originator hereby agrees that within three (3) Business Days after Buyer so requests, Originator will provide Buyer with a current report of daily sales giving rise to Receivables purchased hereunder and a current daily report of Collections receivedsettlement relates.
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Payment for the Purchase. (a) The Purchase Price for the each Purchase of Receivables in existence on the close of business on the Business Day immediately preceding the date hereof (the "Initial Cutoff Date") from a Seller shall be payable in full by Buyer Finance Subsidiary to Originator such Seller or its designee on the date hereof, each Purchase Date and shall be paid to Originator in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement after the payment of its operating costs and any amounts payable under the Purchase Agreement, and
(ii) second, the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount and (C) the maximum Subordinated Loan that could be borrowed without rendering the Net Value less than the aggregate outstanding principal balance of the Subordinated Loans (including the Subordinated Loan proposed to be made on such date). Each Receivable coming into existence after the Initial Cutoff Date shall be sold or contributed to the Buyer on the Business Day immediately following the day such Receivable was originated and the Purchase Price for such Receivable shall be due and owing in full by Buyer to Originator on such Business Day (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator Seller in the manner provided in this Article I; provided that for purposes of the following paragraphs initial Purchase Date, the Purchase Price for the Receivables existing on such date shall be based on the Receivables of each Seller existing as of the Cut-Off Date (bthe "Initial Effective Date Purchase Price"). On the first Settlement Date occurring after the Closing Date (the "Initial Settlement Date"), each Seller shall determine the Purchase Price for the Receivables existing on the Closing Date based on the Receivables existing on the Closing Date (c) and (dthe "Actual Effective Date Purchase Price").
(b) With . If the Initial Effective Date Purchase Price paid by Finance Subsidiary on the Closing Date is greater than the Actual Effective Date Purchase Price with respect to any Receivables sold or contributed hereunder after the Initial Cutoff Date, on the first Business Day after such Receivable is originatedSeller, such Receivable shall be transferred to Buyer and on such date of Purchase, Buyer Seller shall pay the Purchase Price therefor in the following manner:
(i) first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand;
(ii) second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
(iii) third, unless the Termination Date shall have been declared pursuant to Section 5.2, by accepting a contribution of Receivables to its capital in Finance Subsidiary an amount equal to such excess on the remaining unpaid balance of such Purchase Price. Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Termination Initial Settlement Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with If the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Initial Effective Date Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent or the Purchasers. The Originator is hereby authorized Price paid by Buyer to endorse Finance Subsidiary on the schedule attached to Closing Date is less than the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
(c) From and after the Termination Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Actual Effective Date Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be paid in full by Buyer to Originator on the date such Receivable is purchased, a precise reconciliation of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold during the same Calculation Period most recently ended prior any Seller, Finance Subsidiary shall pay to such Seller an amount equal to such difference on the Initial Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for such Calculation Period. Although such reconciliation shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, Originator shall determine the net increase or the net reduction in increasing the outstanding principal amount of the Subordinated Intercompany Note occurring during for the immediately preceding Calculation Period account of such Seller in the amount of the difference.
(b) Upon the fulfillment of the conditions set forth in Article III, the Purchase Price for Receivables shall be paid or provided for (without duplication) by Finance Subsidiary in the manner provided in Section 1.2(c) on the date of the initial Purchase from the applicable Seller and on each Purchase Date thereafter until the Amortization Date.
(c) The Purchase Price for Receivables shall account be paid by Finance Subsidiary on each Purchase Date (including the initial Purchase Date) as follows:
(i) by netting the amount of any Purchase Price Credits then due to Finance Subsidiary against such Purchase Price;
(ii) to the extent available for such net increase or net reduction purpose (as determined by Finance Subsidiary), in its books cash;
(iii) on the initial Purchase Price only, by transferring to the relevant Seller a Capital Note (such Capital Note to be valued at par) indorsed in favor of such Seller; and
(iv) by means of an addition to the principal amount of the Intercompany Note in an aggregate amount up to the remaining portion of the Purchase Price (after subtraction of the amounts paid in accordance with clauses (i), (ii) and records(iii) of this subsection (c). Originator hereby agrees that within three Any such addition to the principal amount of the Intercompany Note shall be allocated among the Sellers (3pro rata according to the aggregate purchase price for the Receivables sold by each Seller on such day) Business Days after Buyer so requests, Originator will provide Buyer by the Seller Agent in accordance with a current report the provisions of daily sales giving rise to Receivables purchased hereunder this Section 1.2(c)(iii) and a current daily report of Collections received.Section
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Samples: Receivables Sale Agreement (Wix Filtration Media Specialists, Inc.)
