Common use of Purchase and Sale of Receivables Clause in Contracts

Purchase and Sale of Receivables. Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement, and the Trust Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to the obligations herein), all right, title and interest of Seller in and to the Conveyed Assets. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. It is the intention of the parties hereto that, other than for federal, State and local income, single business or franchise tax purposes, the transfer and assignment of the Conveyed Assets on the Closing Date constitutes an absolute sale (and not a pledge to secure debt or other obligations of the Seller) of the Conveyed Assets such that (i) the Conveyed Assets shall not be included in the bankruptcy estate of the Seller pursuant to 11 U.S.C. § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Seller any Conveyed Assets transferred by the Seller to Purchaser or disregard the separateness of Purchaser or the Issuer from the Seller, and (iii) the transfer of Conveyed Assets pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6. If, notwithstanding the intention of Seller and Purchaser, such conveyance is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale (a “Recharacterization”), Seller hereby grants, and the parties intend that Seller shall have granted to the Purchaser, a first priority perfected security interest in all of Seller’s right, title and interest in all of the Conveyed Assets and all proceeds of the foregoing, and that this Agreement shall constitute a security agreement under Applicable Law and the Purchaser shall have all of the rights and remedies of a secured party and creditor under the UCC as in force in the relevant jurisdictions. In the case of any Recharacterization, each of Seller and Purchaser represents and warrants as to itself that each remittance of collections by Seller to Purchaser hereunder will have been (i) in payment of a debt incurred by Seller in the ordinary course of business or financial affairs of Seller and Purchaser and (ii) made in the ordinary course of business or financial affairs of Seller and Purchaser Effective as of the Closing Date, the Seller shall retain possession of the Receivable Files in its capacity as Custodian.

Purchase and Sale of Receivables. Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement, and the Trust Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to the obligations herein), all right, title and interest of Seller in and to the Conveyed Assets. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. It is the intention of the parties hereto that, other than for federal, State and local income, single business or franchise tax purposes, the transfer and assignment of the Conveyed Assets on the Closing Date constitutes an absolute sale (and not a pledge to secure debt or other obligations of the Seller) of the Conveyed Assets such that (i) the Conveyed Assets shall not be included in the bankruptcy estate of the Seller pursuant to 11 U.S.C. § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Seller any Conveyed Assets transferred by the Seller to Purchaser or disregard the separateness of Purchaser or the Issuer from the Seller, and (iii) the transfer of Conveyed Assets pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6. If, notwithstanding the intention of Seller and Purchaser, such conveyance is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale (a “Recharacterization”), Seller hereby grants, and the parties intend that Seller shall have granted to the Purchaser, a first priority perfected security interest in all of Seller’s right, title and interest in all of the items of the Conveyed Assets and all proceeds of the foregoing, and that this Agreement shall constitute a security agreement under Applicable Law applicable law and the Purchaser shall have all of the rights and remedies of a secured party and creditor under the UCC as in force in the relevant jurisdictions. In the case of any Recharacterization, each of Seller and Purchaser represents and warrants as to itself that each remittance of collections by Seller to Purchaser hereunder will have been (i) in payment of a debt incurred by Seller in the ordinary course of business or financial affairs of Seller and Purchaser and (ii) made in the ordinary course of business or financial affairs of Seller and Purchaser Effective as of the Closing Date, the Seller shall retain possession of the Receivable Files in its capacity as Custodian.

Purchase and Sale of Receivables. Effective as Subject to the satisfaction of the Closing Date and immediately prior conditions specified in Article IV, NFC agrees to the transactions pursuant to the Indenture, the Sale and Servicing Agreement, and the Trust Agreement, Seller does hereby sell, transfer, assign, set over assign and otherwise convey to PurchaserNFRRC, without recourse (subject except as provided in Section 5.04), and NFRRC agrees to purchase on the obligations hereinClosing Date (the “Purchase Date”) pursuant to a written assignment substantially in the form of Exhibit A (the “PA Assignment”), all right, title and interest of Seller in NFC in, to and under the Retail Notes identified on the Schedule of Retail Notes to the Conveyed Assets. The sale, transfer, assignment, setting over PA Assignment delivered to NFRRC on the Purchase Date (the “Designated Receivables”) and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection Related Security associated with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related theretoDesignated Receivables. It is the intention of the parties hereto that, other than for federal, State NFC and local income, single business or franchise tax purposes, NFRRC that the transfer and assignment contemplated by this Section 2.01 shall constitute a sale of the Conveyed Assets on Designated Receivables and Related Security by NFC to NFRRC and the Closing Date constitutes an absolute sale (beneficial interest in and not a pledge title to secure debt or other obligations of the Seller) of the Conveyed Assets such that (i) the Conveyed Assets assets conveyed pursuant to this Section 2.01 shall not be included part of NFC’s estate in the bankruptcy estate event of the Seller pursuant filing of a bankruptcy petition by or against NFC under any bankruptcy law. NFC intends to 11 U.S.C. § 541treat such transfer and assignment as a sale for accounting and tax purposes. Notwithstanding the foregoing, in the event a court of competent jurisdiction determines that such transfer and assignment did not constitute such a sale or that such sale shall for any reasons be ineffective or unenforceable or that such beneficial interest is a part of NFC’s estate (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) any of the Federal Deposit Insurance Actforegoing, reclaim, recover or recharacterize as property of the Seller any Conveyed Assets transferred by the Seller to Purchaser or disregard the separateness of Purchaser or the Issuer from the Seller, and (iii) the transfer of Conveyed Assets pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6. If, notwithstanding the intention of Seller and Purchaser, such conveyance is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale (a “Recharacterization”), Seller hereby grants, and the parties intend that Seller then (i) NFC shall be deemed to have granted to the Purchaser, NFRRC a first priority perfected security interest in all of Seller’s right, NFCs right title and interest in in, to and under the assets conveyed pursuant to this Section 2.01, and NFC hereby grants such security interest and (ii) the assets conveyed pursuant to this Section 2.01 shall be deemed to include all rights, powers and options (but none of the Conveyed Assets obligations, if any) of NFC under any agreement or instrument included in the assets conveyed pursuant to this Section 2.01, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Designated Receivables included in the assets conveyed pursuant to this Section 2.01 and all proceeds other monies payable under the Designated Receivables conveyed pursuant to this Section 2.01, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights, powers and options, to bring Proceedings in the name of NFC or otherwise and generally to do and receive anything that NFC is or may be entitled to do or receive under or with respect to the foregoingassets conveyed pursuant to this Section 2.01. For purposes of such grant, and that this Agreement shall constitute a security agreement under Applicable Law and the Purchaser shall have all of the rights and remedies of a secured party and creditor under the UCC as in force in the relevant jurisdictionsUCC. In the case of any Recharacterization, each of Seller NFC and Purchaser NFRRC represents and warrants as to itself that each remittance of collections by Seller NFC to Purchaser NFRRC hereunder or in connection herewith will have been (i) in payment of a debt incurred by Seller NFC in the ordinary course of business or financial affairs of Seller NFC and Purchaser NFRRC and (ii) made in the ordinary course of business or financial affairs of Seller NFC and Purchaser Effective as of the Closing Date, the Seller shall retain possession of the Receivable Files in its capacity as CustodianNFRRC.

Purchase and Sale of Receivables. Effective as (a) At any time when outstanding Program Receivables exceed Two Hundred Thousand Dollars ($200,000), Bank shall thereafter sell to Marketer and Marketer shall thereafter purchase from Bank, on a daily basis, (i) 100% of the Closing Date Program Receivables in excess of Two Hundred Thousand Dollars ($200,000) and immediately prior all Non-Program Receivables related thereto, and (ii) all of Bank’s right, title and interest in and to all payments made by or on behalf of Cardholders attributable to the transactions pursuant purchased Program Receivables and the purchased Non-Program Receivables related thereto. For purposes hereof, the purchase price (“Purchase Price”) shall be equal to 100% of the Program Receivables in excess of Two Hundred Thousand Dollars ($200,000). With respect to Credit Card Receivables sold to Marketer under this Section 4.1 (a), Bank shall pay daily to Marketer all payments made by or on behalf of the Cardholders attributable to the Indenture, the Sale and Servicing Agreement, and the Trust Agreement, Seller purchased Credit Card Receivables. Bank does hereby sell, transfer, assign, set over and otherwise convey to PurchaserMarketer, without recourse except as provided herein, on a daily basis, 100% of the Program Receivables in excess of Two Hundred Thousand Dollars (subject to the obligations herein$200,000), all Non-Program Receivables related thereto, the Marketing Fee and all of Bank’s right, title and interest in and to all payments made by or on behalf of Seller Cardholders attributable to the purchased Credit Card Receivables. The parties hereto intend that the conveyance of Bank’s right, title and interest in and to the Conveyed Assets. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Program Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. It is the intention of the parties hereto that, other than for federal, State and local income, single business or franchise tax purposes, the transfer and assignment of the Conveyed Assets on the Closing Date constitutes an absolute Non-Program Receivables shall constitute a sale (and not a pledge to secure debt or other obligations secured borrowing, including for accounting purposes. If despite such intention, a court characterizes the sale of the Seller) of the Conveyed Assets such that (i) the Conveyed Assets shall not be included in the bankruptcy estate of the Seller pursuant to 11 U.S.C. § 541Program Receivables and Non-Program Receivables hereunder as a loan rather than an absolute transfer, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Seller any Conveyed Assets transferred by the Seller to Purchaser or disregard the separateness of Purchaser or the Issuer from the Seller, and (iii) the transfer of Conveyed Assets pursuant to then this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6. If, notwithstanding the intention of Seller and Purchaser, such conveyance is be deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale (a “Recharacterization”), Seller hereby grantsbe, and hereby is a security agreement, within the parties intend that Seller shall have granted meaning of the Uniform Commercial Code in effect in any relevant jurisdiction, and Bank hereby grants to the PurchaserMarketer, a first priority perfected security interest in in, to and under all of SellerBank’s right, title and interest in all of the Conveyed Assets interest, whether now existing or hereafter acquired or arising, in, to and all proceeds of the foregoing, under each and that every Program Receivable and Non-Program Receivable required to be transferred to Marketer pursuant to this Agreement shall constitute a security agreement under Applicable Law Section 4.1(a) and the Purchaser shall have all Marketing Fee, for the purpose of the securing Marketer’s rights and remedies of a secured party and creditor under the UCC as in force in the relevant jurisdictions. In the case of any Recharacterization, each of Seller and Purchaser represents and warrants as to itself that each remittance of collections by Seller to Purchaser hereunder will have been (i) in payment of a debt incurred by Seller in the ordinary course of business or financial affairs of Seller and Purchaser and (ii) made in the ordinary course of business or financial affairs of Seller and Purchaser Effective as of the Closing Date, the Seller shall retain possession of the Receivable Files in its capacity as Custodianthis Agreement.

Purchase and Sale of Receivables. Effective as (a) Bank shall sell to Marketer and Marketer shall thereafter purchase from Bank, on a daily basis, (i) 100% of the Closing Date Program Receivables and immediately prior all Non-Program Receivables related thereto, and (ii) all of Bank’s right, title and interest in and to all payments made by on or behalf of Cardholders attributable to the transactions pursuant purchased Program Receivables and the purchased Non-Program Receivables related thereto. For purposes hereof, the purchase price (“Purchase Price”) shall be equal to 100% of the Program Receivables. With respect to Credit Card Receivables sold to Marketer under this Section 4.1(a), Bank shall pay daily to Marketer all payments made by or on behalf of the Cardholders attributable to the Indenturepurchased Credit Card Receivables. To the extent not otherwise conveyed hereunder, the Sale and Servicing Agreement, and the Trust Agreement, Seller Bank does hereby sell, transfer, assign, set over and otherwise convey to PurchaserMarketer, without recourse (subject to except as provided herein, on a daily basis, 100% of the obligations herein), all right, title and interest of Seller in and to the Conveyed Assets. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Program Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument all Non-Program Receivables related thereto. It is the intention of the The parties hereto that, other than for federal, State and local income, single business or franchise tax purposes, the transfer and assignment of the Conveyed Assets on the Closing Date constitutes an absolute sale (and not a pledge to secure debt or other obligations of the Seller) of the Conveyed Assets such that (i) the Conveyed Assets shall not be included in the bankruptcy estate of the Seller pursuant to 11 U.S.C. § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Seller any Conveyed Assets transferred by the Seller to Purchaser or disregard the separateness of Purchaser or the Issuer from the Seller, and (iii) the transfer of Conveyed Assets pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6. If, notwithstanding the intention of Seller and Purchaser, such conveyance is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale (a “Recharacterization”), Seller hereby grants, and the parties intend that Seller shall have granted to the Purchaser, a first priority perfected security interest in all conveyance of SellerBank’s right, title and interest in all and to the Program Receivables and the Non-Program Receivables shall constitute a sale and not a secured borrowing, including for accounting purposes. If despite such intention, a court characterizes the sale of the Conveyed Assets such Program Receivables and all proceeds of the foregoingNon-Program Receivables hereunder as a loan rather than an absolute transfer, and that then this Agreement shall constitute be deemed to be, and hereby is a security agreement agreement, within the meaning of the Uniform Commercial Code in effect in any relevant jurisdiction, and Bank hereby grants to Marketer a first priority perfected security interest in, to and under Applicable Law and the Purchaser shall have all of Bank’s right, title and interest whether now owned or hereafter acquired, in, to and under each and every Program Receivable and Non-Program Receivables transferred to Marketer pursuant to this Section 4.1(a) for the rights and remedies purpose of a secured party and creditor securing Bank’s obligations under the UCC as in force in the relevant jurisdictions. In the case of any Recharacterization, each of Seller and Purchaser represents and warrants as to itself that each remittance of collections by Seller to Purchaser hereunder will have been (i) in payment of a debt incurred by Seller in the ordinary course of business or financial affairs of Seller and Purchaser and (ii) made in the ordinary course of business or financial affairs of Seller and Purchaser Effective as of the Closing Date, the Seller shall retain possession of the Receivable Files in its capacity as Custodianthis Agreement.

Purchase and Sale of Receivables. Effective as The parties to ------------------------------------ this Agreement intend that the transactions contemplated by Sections 2.1 and 2.2 hereof shall be, and shall be treated as, a purchase by the Purchaser and a sale by the Seller of the Closing Date Purchased Receivables and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement, and the Trust Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to the obligations herein), all right, title and interest of Seller in and to the Conveyed Assetsnot a lending transaction. The Seller's sale, transfer, assignment, setting over transfer and conveyance made hereunder shall of Purchased Receivables to the Purchaser pursuant to this Agreement does not constitute and is not intended to result in an a creation or assumption by Purchaser of any obligation of the Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document agreement or instrument related relating thereto, including any obligation to an Obligor. It is the intention of the parties hereto thatIf this Agreement does not constitute a valid sale, other than for federalassignment, State and local income, single business or franchise tax purposes, the transfer and assignment conveyance of the Conveyed Assets on the Closing Date constitutes an absolute sale (and not a pledge to secure debt or other obligations of the Seller) of the Conveyed Assets such that (i) the Conveyed Assets shall not be included in the bankruptcy estate of the Seller pursuant to 11 U.S.C. § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Seller any Conveyed Assets transferred by the Seller to Purchaser or disregard the separateness of Purchaser or the Issuer from the Seller, and (iii) the transfer of Conveyed Assets pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6. If, notwithstanding the intention of Seller and Purchaser, such conveyance is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale (a “Recharacterization”), Seller hereby grants, and the parties intend that Seller shall have granted to the Purchaser, a first priority perfected security interest in all of Seller’s right, title and interest in all of the Conveyed Assets Seller in, to and all proceeds under the Purchased Receivables despite the intent of the foregoingparties hereto, the Seller hereby grants a "security interest" (as defined in the UCC as in effect in the State of Connecticut or other Relevant UCC State or other applicable jurisdiction) in the Purchased Receivables, the Residual Ownership Certificate, the Seller's Residual Receivable Interest, the Seller's other unsold Receivables and the other Collateral (as defined in Section 4.3 hereof) to the Purchaser and the parties agree that this Agreement shall constitute a security agreement under Applicable Law and the Purchaser shall have all of the rights and remedies of a secured party and creditor under the UCC as in force effect in the relevant jurisdictions. In the case State of any Recharacterization, each of Seller and Purchaser represents and warrants as to itself that each remittance of collections by Seller to Purchaser hereunder will have been (i) in payment of a debt incurred by Seller in the ordinary course of business Connecticut or financial affairs of Seller and Purchaser and (ii) made in the ordinary course of business other Relevant UCC State or financial affairs of Seller and Purchaser Effective as of the Closing Date, the Seller shall retain possession of the Receivable Files in its capacity as Custodianother applicable jurisdiction.

Purchase and Sale of Receivables. Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement, and the Trust Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to the obligations herein), all right, title and interest of Seller in and to the Conveyed Assets. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. It is the intention of the parties hereto that, other than for federal, State and local income, single business or franchise tax purposes, the transfer and assignment of the Conveyed Assets on the Closing Date constitutes an absolute sale (and not a pledge to secure debt or other obligations of the Seller) of the Conveyed Assets such that (i) the Conveyed Assets shall not be included in the bankruptcy estate of the Seller pursuant to 11 U.S.C. § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Seller any Conveyed Assets transferred by the Seller to Purchaser or disregard the separateness of Purchaser or the Issuer from the Seller, and (iii) the transfer of Conveyed Assets pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6. If, notwithstanding the intention of Seller and Purchaser, such conveyance is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale (a “Recharacterization”), Seller hereby grants, and the parties intend that Seller shall have granted to the Purchaser, a first priority perfected security interest in all of Seller’s right, title and interest in all of the Conveyed Assets and all proceeds of the foregoing, and that this Agreement shall constitute a security agreement under Applicable Law and the Purchaser shall have all of the rights and remedies of a secured party and creditor under the UCC as in force in the relevant jurisdictions. In the case of any Recharacterization, each of Seller and Purchaser represents and warrants as to itself that each remittance of collections by Seller to Purchaser hereunder will have been (i) in payment of a debt incurred by Seller in the ordinary course of business or financial affairs of Seller and Purchaser and (ii) made in the ordinary course of business or financial affairs of Seller and Purchaser Purchaser. Effective as of the Closing Date, the Seller shall retain possession of the Receivable Files in its capacity as Custodian.