Common use of Priorities with Respect to Receivables Assets Clause in Contracts

Priorities with Respect to Receivables Assets. Notwithstanding any provision of the UCC, any applicable law, equitable principle or decision or any of the Loan Documents or the Receivables Documents, each of the ABL Lenders Agent (for itself and on behalf of each ABL Lender) and the Term Lenders Agent (for itself and on behalf of each Term Lender) hereby agrees that, upon the sale or other transfer (including, without limitation, by way of capital contribution) or the purported sale or other purported transfer (including, without limitation, by means of capital contribution) of any Receivable (or interest therein) by WESCO or any other Originator to the Receivables Seller pursuant to the Receivables Purchase and Sale Agreement, any Lenders Interest of the Lenders or the Lenders Agents solely in such Receivables and all Receivables Assets with respect thereto shall automatically and without further action cease and be forever released and discharged and the Lenders Agents and the Lenders shall have no Lenders Interest therein; provided, however, that nothing in this Section 2.1 shall be deemed to constitute a release by the Lenders Agents or the Lenders of (i) any Lenders Interest in the proceeds received by WESCO or any other Originator from the Receivables Seller for the sale of Receivables pursuant to the Receivables Purchase and Sale Agreement (including, without limitation, cash payments made by the Receivables Seller); (ii) any Lenders Interest or right of Lenders Agents or Lenders in any interest which WESCO or any other Originator may have in Returned Goods; provided, further, however, that any Lenders Interest in such Returned Goods shall be junior and subject and subordinate to the Receivables Interest therein unless and until WESCO and the Receivables Seller shall have made all payments or adjustments required to be made under the Receivables Documents on account of the reduction of the outstanding balance of any Purchased Receivable related to such Returned Goods; and (iii) any Lenders Interest or right the Lenders or the Lenders Agents have in any Unsold Receivables and the proceeds thereof. If any goods or merchandise, the sale of which has given rise to a Purchased Receivable, are returned to or repossessed by WESCO or any other Originator, on behalf of the Receivables Seller, then, upon payment by WESCO or any other Originator and the Receivables Seller of all adjustments required on account thereof under the Receivables Purchase Agreement and the other Receivables Documents, the Receivables Interest in such Returned Goods shall automatically and without further action cease to exist and be released and extinguished and such Returned Goods shall thereafter not constitute Receivables Assets for purposes of this Agreement unless and until such Returned Goods have been resold so as to give rise to a Receivable and such Receivable has been sold or contributed to the Receivables Seller.

Priorities with Respect to Receivables Assets. Notwithstanding any provision of the UCC, any applicable law, equitable principle law or decision or any of the Loan Documents or the Receivables Documents, each of the ABL Lenders Lender Agent (for itself and on behalf of each ABL Lender) and the Term Lenders Agent (for itself and on behalf of each Term Lender) hereby agrees that, upon the sale or other transfer (including, without limitation, by way of capital contribution) or the purported sale or other purported transfer (including, without limitation, by means of capital contribution) of any Receivable (or interest therein) by WESCO or any other an Originator to the Receivables Seller Transferor pursuant to the Receivables Purchase and Sale Agreement, any Lenders Lender Interest of the Lenders or the Lenders Agents solely Lender Agent in such Receivables and all Receivables Assets with respect thereto shall automatically and without further action cease and be forever released and discharged and the Lenders Agents Lender Agent and the Lenders shall have no Lenders Lender Interest therein; provided, however, that nothing in this Section 2.1 shall be deemed to constitute a release by the Lenders Agents or Lender Agent and the Lenders of of: (i) any Lenders Lender Interest in the proceeds received by WESCO or any other Originator USS from the Receivables Seller Transferor for the sale of Receivables pursuant to the Receivables Purchase and Sale Agreement (including, without limitation, cash payments made by the Receivables SellerTransferor); (ii) any Lenders Lender Interest or right of the Lender Agent and the Lenders Agents or Lenders have in any interest interests which WESCO USS may acquire from the Transferor and/or the Receivables Collateral Agent or any other Originator may have the Funding Agents in Returned Goods; provided, and (iii) any Lender Interest or right the Lenders or the Lender Agent have in any Unsold Receivables and the proceeds thereof; provided further, however, that any Lenders Lender Interest in such Returned Goods shall be junior and subject and subordinate to the Receivables Interest therein unless and until WESCO each of USS and the Receivables Seller Transferor shall have made all payments or adjustments required to be made by it under the Receivables Documents on account of the reduction of the outstanding balance of any Purchased Receivable related to such Returned Goods; and (iii) any Lenders Interest or right the Lenders or the Lenders Agents have in any Unsold Receivables and the proceeds thereof. If any goods or merchandise, the sale of which has given rise to a Purchased Receivable, are returned to or repossessed by WESCO or any other OriginatorUSS, on behalf of the Receivables SellerTransferor, then, upon payment by WESCO USS or any other Originator and the Receivables Seller Transferor of all adjustments required on account thereof under the Receivables Purchase Agreement and the other Receivables DocumentsAgreement, the Receivables Interest in such Returned Goods shall automatically and without further action cease to exist and be released and extinguished and such Returned Goods shall thereafter not constitute Receivables Assets for purposes of this Agreement unless and until such Returned Goods have been resold so as to give rise to a Receivable and such Receivable has been sold sold, contributed or contributed otherwise transferred to the Receivables SellerTransferor.

Priorities with Respect to Receivables Assets. Notwithstanding any provision of the UCC, any applicable law, equitable principle or decision or any of the Loan Documents or the Receivables Documents, each of the ABL Lenders Agent (for itself and on behalf of each ABL Lender) and the Term Lenders Agent (for itself and on behalf of each Term Lender) hereby agrees that, upon the sale or other transfer (including, without limitation, by way of capital contribution) or the purported sale or other purported transfer (including, without limitation, by means of capital contribution) of any Receivable (or interest therein) by WESCO or any other Originator to the Receivables Seller pursuant to the Receivables Purchase and Sale Agreement, any Lenders Interest of the Lenders or the Lenders Agents Agent solely in such Receivables and all Receivables Assets with respect thereto shall automatically and without further action cease and be forever released and discharged and the Lenders Agents Agent and the Lenders shall have no Lenders Interest therein; provided, however, that nothing in this Section 2.1 shall be deemed to constitute a release by the Lenders Agents or Agent and the Lenders of (i) any Lenders Interest in the proceeds received by WESCO or any other Originator from the Receivables Seller for the sale of Receivables pursuant to the Receivables Purchase and Sale Agreement (including, without limitation, cash payments made by the Receivables Seller); (ii) any Lenders Interest or right of Lenders Agents Agent or Lenders in any interest which WESCO or any other Originator may have in Returned Goods; provided, further, however, that any Lenders Interest in such Returned Goods shall be junior and subject and subordinate to the Receivables Interest therein unless and until WESCO and the Receivables Seller shall have made all payments or adjustments required to be made under the Receivables Documents on account of the reduction of the outstanding balance of any Purchased Receivable related to such Returned Goods; and (iii) any Lenders Interest or right the Lenders or the Lenders Agents Agent have in any Unsold Receivables and the proceeds thereof. If any goods or merchandise, the sale of which has given rise to a Purchased Receivable, are returned to or repossessed by WESCO or any other Originator, on behalf of the Receivables Seller, then, upon payment by WESCO or any other Originator and the Receivables Seller of all adjustments required on account thereof under the Receivables Purchase Agreement and the other Receivables Receivable Documents, the Receivables Interest in such Returned Goods shall automatically and without further action cease to exist and be released and extinguished and such Returned Goods shall thereafter not constitute Receivables Assets for purposes of this Agreement unless and until such Returned Goods have been resold so as to give rise to a Receivable and such Receivable has been sold or contributed to the Receivables Seller.

Priorities with Respect to Receivables Assets. Notwithstanding any provision of the UCC, any applicable law, equitable principle or decision or any of the Loan Documents or the Receivables Documents, each of the ABL Lenders Agent (for itself and on behalf of each ABL Lender) and the Term Lenders Agent (for itself and on behalf of each Term LenderLenders) hereby agrees that, upon the sale or other transfer (including, without limitation, by way of capital contribution) or the purported sale or other purported transfer (including, without limitation, by means of capital contribution) of any Receivable (or interest therein) by WESCO or any other Originator to the Receivables Seller pursuant to the Receivables Purchase and Sale Agreement, any Lenders Interest of the Lenders or the Lenders Agents Agent solely in such Receivables and all Receivables Assets with respect thereto shall automatically and without further action cease and be forever released and discharged and the Lenders Agents Agent and the Lenders shall have no Lenders Interest therein; providedPROVIDED, howeverHOWEVER, that nothing in this Section SECTION 2.1 shall be deemed to constitute a release by the Lenders Agents or Agent and the Lenders of of: (i) any Lenders Interest in the proceeds received by WESCO or any other Originator from the Receivables Seller for the sale of Receivables pursuant to the Receivables Purchase and Sale Agreement (including, without limitation, cash payments made by the Receivables Seller); (ii) any Lenders Interest or right of Lenders Agents Agent or Lenders in any interest which WESCO or any other Originator may have in Returned Goods; providedPROVIDED, furtherFURTHER, howeverHOWEVER, that any Lenders Interest in such Returned Goods shall be junior and subject and subordinate to the Receivables Interest therein unless and until WESCO and the Receivables Seller shall have made all payments or adjustments required to be made under the Receivables Documents on account of the reduction of the outstanding balance of any Purchased Receivable related to such Returned Goods; and (iii) any Lenders Interest or right the Lenders or the Lenders Agents Agent have in any Unsold Receivables and the proceeds thereof. If any goods or merchandise, the sale of which has given rise to a Purchased Receivable, are returned to or repossessed by WESCO or any other Originator, on behalf of the Receivables Seller, then, upon payment by WESCO or any other Originator and the Receivables Seller of all adjustments required on account thereof under the Receivables Purchase Agreement and the other Receivables Receivable Documents, the Receivables Interest in such Returned Goods shall automatically and without further action cease to exist and be released and extinguished and such Returned Goods shall thereafter not constitute Receivables Assets for purposes of this Agreement unless and until such Returned Goods have been resold so as to give rise to a Receivable and such Receivable has been sold or contributed to the Receivables Seller.

Priorities with Respect to Receivables Assets. Notwithstanding any provision of the UCC, any applicable law, equitable principle law or decision or any of the ABL Loan Documents or the Receivables Documents, each of the ABL Lenders Agent (for itself and on behalf of each ABL Lender) and the Term Lenders Agent (for itself and on behalf of each Term Lender) hereby agrees that, upon the sale or other transfer (including, without limitation, by way of capital contribution) or the purported sale or other purported transfer (including, without limitation, by means of capital contribution) of any Receivable (or interest therein) by WESCO or any other an Originator to the Receivables Seller Transferor pursuant to the Receivables Purchase and Sale Agreement, any Lenders ABL Lender Interest of the Lenders or the Lenders Agents solely in such Purchased Receivables and all other Receivables Assets with respect thereto shall automatically and without further action cease and be forever released and discharged and the Lenders Agents ABL Agent and the Lenders other ABL Secured Parties shall have no Lenders ABL Lender Interest therein; provided, however, that nothing in this Section 2.1 shall be deemed to constitute a release by the Lenders Agents or ABL Agent and the Lenders of other ABL Secured Parties of: (i) any Lenders ABL Lender Interest in the proceeds received by WESCO or any other Originator from the Receivables Seller Transferor for the sale of Receivables pursuant to the Receivables Purchase and Sale Agreement (including, without limitation, cash payments made by the Receivables SellerTransferor); (ii) any Lenders ABL Lender Interest or other right of Lenders Agents or Lenders the ABL Agent and the other ABL Secured Parties have in any interest interests which WESCO or any other Originator may have acquire from the Transferor and/or the Receivables Agent in Returned Goods; provided, (iii) any ABL Lender Interest or other right the ABL Agent and the other ABL Secured Parties have in any Unsold Receivables and the Proceeds thereof; and (iv) any ABL Lender Interest or other right the ABL Agent and the other ABL Secured Parties have in any rights of the Borrowers under or in respect of the Receivables Documents; provided further, however, that that, except as otherwise provided in Section 2.3(e), any Lenders ABL Lender Interest in such Returned Goods shall be junior and subject and subordinate to the Receivables Interest therein unless and until WESCO each of the applicable Originator and the Receivables Seller Transferor shall have made all payments or adjustments required to be made by it under the Receivables Documents on account of the reduction of the outstanding balance Outstanding Balance of any Purchased Receivable related to such Returned Goods; and (iii. Except as otherwise provided in Section 2.3(e) any Lenders Interest or right the Lenders or the Lenders Agents have in any Unsold Receivables and the proceeds thereof. If hereof, if any goods or merchandise, the sale of which has given rise to a Purchased Receivable, are returned to or repossessed by WESCO the Receivables Servicer or any other Originatorthe Receivables Agent, on behalf of the Receivables SellerTransferor, then, upon payment or other adjustment by WESCO or any other the applicable Originator and the Receivables Seller Transferor to the Outstanding Balance of all adjustments the relevant Purchased Receivable required on account thereof under the Receivables Purchase Agreement and the other Receivables DocumentsAgreement, the Receivables Interest in such Returned Goods shall automatically and without further action cease to exist and be released and extinguished and such Returned Goods shall thereafter not constitute Receivables Assets for purposes of this Agreement unless and until such Returned Goods have been resold so as to give rise to a Receivable and such Receivable has been sold or contributed to the Receivables SellerPurchased Receivable.

Priorities with Respect to Receivables Assets. Notwithstanding --------------------------------------------- any provision of the UCC, any applicable law, equitable principle law or decision or any of the Loan Documents or the Receivables Documents, each of the ABL Lenders Lender Agent (for itself and on behalf of each ABL Lender) and the Term Lenders Agent (for itself and on behalf of each Term Lender) hereby agrees that, upon the sale or other transfer (including, without limitation, by way of capital contribution) or the purported sale or other purported transfer (including, without limitation, by means of capital contribution) of any Receivable (or interest therein) by WESCO or any other an Originator to the Receivables Seller Transferor pursuant to the Receivables Purchase and Sale Agreement, any Lenders Lender Interest of the Lenders or the Lenders Agents solely Lender Agent in such Receivables and all Receivables Assets with respect thereto shall automatically and without further action cease and be forever released and discharged and the Lenders Agents Lender Agent and the Lenders shall have no Lenders Lender Interest therein; provided, however, that nothing in this Section 2.1 shall be deemed to -------- ------- ----------- constitute a release by the Lenders Agents or Lender Agent and the Lenders of of: (i) any Lenders Lender Interest in the proceeds received by WESCO or any other Originator USS from the Receivables Seller Transferor for the sale of Receivables pursuant to the Receivables Purchase and Sale Agreement (including, without limitation, cash payments made by the Receivables SellerTransferor); (ii) any Lenders Lender Interest or right of Lenders Agents or the Lender Agent and the Lenders in any interest interests which WESCO USS may acquire from the Transferor and/or the Receivables Collateral Agent or any other Originator may the Funding Agents have in Returned Goods; provided, and (iii) any Lender Interest or right the Lenders or the Lender Agent have in any Unsold Receivables and the proceeds thereof; provided further, however, that any Lenders Lender Interest in such Returned ---------------- ------- Goods shall be junior and subject and subordinate to the Receivables Interest therein unless and until WESCO each of USS and the Receivables Seller Transferor shall have made all payments or adjustments required to be made by it under the Receivables Documents on account of the reduction of the outstanding balance of any Purchased Receivable related to such Returned Goods; and (iii) any Lenders Interest or right the Lenders or the Lenders Agents have in any Unsold Receivables and the proceeds thereof. If any goods or merchandise, the sale of which has given rise to a Purchased Receivable, are returned to or repossessed by WESCO or any other OriginatorUSS, on behalf of the Receivables SellerTransferor, then, upon payment by WESCO USS or any other Originator and the Receivables Seller Transferor of all adjustments required on account thereof under the Receivables Purchase Agreement and the other Receivables DocumentsAgreement, the Receivables Interest in such Returned Goods shall automatically and without further action cease to exist and be released and extinguished and such Returned Goods shall thereafter not constitute Receivables Assets for purposes of this Agreement unless and until such Returned Goods have been resold so as to give rise to a Receivable and such Receivable has been sold sold, contributed or contributed otherwise transferred to the Receivables SellerTransferor.

Priorities with Respect to Receivables Assets. (a) Notwithstanding any provision of the UCC, any applicable law, equitable principle law or decision or any of the Loan Documents or the Receivables Documents, each of the ABL Lenders Lender Agent (for itself and on behalf of each ABL Lender) and the Term Lenders Agent (for itself and on behalf of each Term Lender) hereby agrees that, at all times prior to the Sale Termination Date, upon the sale or other transfer or any purported sale or transfer (including, without limitation, by way of capital contribution) or (to the purported sale or other purported transfer (including, without limitation, by means of capital contributionextent recharacterized as a financing) of any Receivable (or interest therein) by WESCO or any other the Originator to the Receivables Seller Transferor pursuant to the Receivables Purchase and Sale Agreement, any Lenders Lender Interest of the Lenders or the Lenders Agents solely Lender Agent in such Receivables and all Receivables Assets with respect thereto shall automatically and without further action cease and be forever released and discharged and the Lenders Agents Lender Agent and the Lenders shall have no Lenders Interest right, title or interest therein; provided, however, that nothing in this Section 2.1 2.01 or in the definition of “Receivables Assets” shall be deemed to constitute a release or subordination by the Lenders Agents Lender Agent or any of the Lenders of of: (i) any Lenders Lender Interest in the proceeds received by WESCO or any other Originator Cxxxxx Tire from the Receivables Seller Transferor for the sale of Receivables pursuant to the Receivables Purchase and Sale Agreement (including, without limitation, cash payments made by the Receivables SellerTransferor under the Subordinated Note (as the outstanding principal balance under the Subordinated Note may increase or decrease from time to time)); (ii) any Lenders Lender Interest or right of Lenders Agents the Lender Agent or any of the Lenders in any interest which WESCO interests that Cxxxxx Tire may acquire from the Transferor or any other Originator may have the Administrator in Returned Goods or that Cxxxxx Tire has in Returned Goods; providedor (iii) any Lender Interest or right that any of the Lenders or the Lender Agent has in any Unsold Receivables and the proceeds thereof, or (iv) any Lender Interest or right that the Lender Agent or any of the Lenders has in any deposit or other bank account subject to any Lender Deposit Account Control Agreement; provided further, however, that any Lenders Lender Interest in such Returned Goods shall be junior and subject and subordinate to the Receivables Interest therein unless and until WESCO each of Cxxxxx Tire and the Receivables Seller Transferor shall have made all payments or adjustments required to be made by it under the Receivables Documents on account of the reduction of the outstanding balance Outstanding Balance of any Purchased Receivable related to such Returned Goods; and (iii) any Lenders Interest or right the Lenders or the Lenders Agents have in any Unsold Receivables and the proceeds thereof. If any goods or merchandise, the sale of which has given rise to a Purchased Receivable, are returned to or repossessed by WESCO or any other OriginatorCxxxxx Tire, on behalf of the Receivables SellerTransferor, then, upon payment by WESCO Cxxxxx Tire or any other Originator and the Receivables Seller Transferor of all adjustments required on account thereof under the Receivables Purchase Agreement and the other Receivables DocumentsAgreement, the Receivables Interest in such Returned Goods shall automatically and without further action cease to exist and be released and extinguished and such Returned Goods shall thereafter not constitute Receivables Assets for purposes of this Agreement unless and until such Returned Goods have been resold so as to give rise to a Receivable and such Receivable has been sold sold, contributed, or contributed otherwise transferred to the Receivables SellerTransferor.