Common use of Purchase of Accounts Clause in Contracts

Purchase of Accounts. Upon the termination of this Agreement by either party, Spiegel Group or its designee shall purchase from Bank all unpaid and outstanding Accounts, excluding Accounts that are 181 or more days contractually past due (in the case of termination in a particular state, for the purposes of this Section 9.5, the term "Accounts" shall refer to Accounts belonging to Cardholders with billing addresses in such state) and the listing of names and addresses of such Cardholders at a purchase price to be determined by Bank which shall be equal to the book value of such Accounts and the receivables related thereto, including without limitation all accrued finance charges and fees, whether or not billed or posted to the Accounts. Provided, however, that (i) in the event of termination of the Agreement by Spiegel Group for a Spiegel Group Termination Event, or (ii) if at the time of termination Spiegel Group has not emerged from its pending bankruptcy proceeding; or (iii) if this Agreement is terminated pursuant to Section 10.11; or (iv) termination of the Plan in a particular state by Bank (in the case of termination in a particular state, for the purposes of this Section 9.5, the term "Accounts" shall refer to Accounts belonging to Cardholders with billing addresses in such state), Spiegel Group shall not be required, but may elect to do so with prior written notice to Bank, to purchase the Accounts as set forth above unless Spiegel Group shall establish (itself or through an Affiliate or third party) another private ANY TEXT REMOVED PURSUANT TO THE COMPANY'S CONFIDENTIAL TREATMENT REQUEST HAS BEEN SEPARATELY SUBMITTED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS MARKED [***] HEREIN. label or co-branded private label credit card program for its Businesses within 24 months after the termination date of this Agreement. Bank agrees that upon receipt of notice of termination from Spiegel Group, Bank will not from the date of receipt of such notice until the termination date, unless required by Applicable Law or safety and soundness considerations, make any material changes in Bank's collections or new Accounts underwriting procedures. In the case of either termination of the Agreement or termination of the Plan in a particular state and upon payment of the purchase price to Bank, Bank shall assign to Spiegel Group or its designee, without recourse, all of its right, title and interest in and to the Accounts and receivables related thereto being transferred and will deliver all related documentation.

Purchase of Accounts. Upon the termination of this Agreement by either party, Spiegel Group or its designee shall purchase from Bank all unpaid and outstanding Accounts, excluding Accounts that are 181 or more days contractually past due (in the case of termination in a particular state, for the purposes of this Section 9.5, the term "Accounts" shall refer to Accounts belonging to Cardholders with billing addresses in such state) and the listing of names and addresses of such Cardholders at a purchase price to be determined by Bank which shall be equal to the book value of such Accounts and the receivables related thereto, including without limitation all accrued finance charges and fees, whether or not billed or posted to the Accounts. Provided, however, that (i) in the event of termination of the Agreement by Spiegel Group for a Spiegel Group Termination Event, or (ii) if at the time of termination Spiegel Group has not emerged from its pending bankruptcy proceeding; or (iii) if this Agreement is terminated pursuant to Section 10.11; or (iv) termination of the Plan in a particular state by Bank (in the case of termination in a particular state, for the purposes of this Section 9.5, the term "Accounts" shall refer to Accounts belonging to Cardholders with ANY TEXT REMOVED PURSUANT TO THE COMPANY'S CONFIDENTIAL TREATMENT REQUEST HAS BEEN SEPARATELY SUBMITTED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS MARKED [***] HEREIN. billing addresses in such state), Spiegel Group shall not be required, but may elect to do so with prior written notice to Bank, to purchase the Accounts as set forth above unless Spiegel Group shall establish (itself or through an Affiliate or third party) another private ANY TEXT REMOVED PURSUANT TO THE COMPANY'S CONFIDENTIAL TREATMENT REQUEST HAS BEEN SEPARATELY SUBMITTED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS MARKED [***] HEREIN. label or co-branded private label credit card program for its Businesses within 24 months after the termination date of this Agreement. Bank agrees that upon receipt of notice of termination from Spiegel Group, Bank will not from the date of receipt of such notice until the termination date, unless required by Applicable Law or safety and soundness considerations, make any material changes in Bank's collections or new Accounts underwriting procedures. In the case of either termination of the Agreement or termination of the Plan in a particular state and upon payment of the purchase price to Bank, Bank shall assign to Spiegel Group or its designee, without recourse, all of its right, title and interest in and to the Accounts and receivables related thereto being transferred and will deliver all related documentation.

Purchase of Accounts. Upon the termination submission of an Invoice certified by Borrower as being true and correct, Lender may, in its sole and absolute discretion, purchase the Eligible Account reflected on the Invoice by paying to Borrower or on Borrower's behalf an aggregate amount equal to one hundred percent (100%) of the Eligible Account reflected on the Invoice, less the deduction by Lender of such reserves and payment of such amounts pursuant to Section 2.2 as Lender deems proper and necessary. Notwithstanding anything in this Agreement by either party, Spiegel Group or its designee shall purchase from Bank all unpaid and outstanding Accounts, excluding Accounts that are 181 or more days contractually past due (in to the case of termination in a particular state, for the purposes of this Section 9.5contrary, the term "Accounts" Lender shall refer have no obligation to purchase an Eligible Account if the aggregate of the face amounts of all then outstanding Eligible Accounts belonging to Cardholders with billing addresses in such state) purchased by Lender is more than $7,000,000. Borrower agrees that any and the listing all purchases of names and addresses of such Cardholders at a purchase price to be determined by Bank which Accounts shall be made "WITH RECOURSE" to the Borrower. The Borrower represents and warrants to Lender that each of the Accounts so purchased are Accounts due and payable within sixty (60) days after the date the Customer receives the goods shipped by the Borrower with respect to such Account. If all or any part of any Account which has been purchased by Lender is not paid in full within the earlier of seventy-five (75) days after the date of purchase by Lender or fifteen (15) days following the invoice due date, then upon demand of Lender, the Borrower agrees to immediately repurchase the Account from Lender for an amount equal to the book value Invoice Amount of the account, plus any Service Charges that are due with respect to such Account, and less the amount that was credited to Borrower's Reserve Account with respect to such Account. Nothing contained in this Agreement shall, at any time, require Lender to make account purchases or other extensions of credit to Borrower and the making and amount of such Accounts account purchases or other extensions of credit to Borrower under this Agreement shall at all times be in Lender's sole and the receivables related theretoabsolute discretion. Lender may, including without limitation all accrued finance charges and fees, whether or not billed or posted to the Accounts. Provided, however, that (i) in the event exercise of termination of such discretion, at any time and from time to time, increase or decrease the Agreement by Spiegel Group for a Spiegel Group Termination Event, or (ii) if at the time of termination Spiegel Group has not emerged from its pending bankruptcy proceeding; or (iii) if this Agreement is terminated pursuant percentages to Section 10.11; or (iv) termination of the Plan in a particular state by Bank (in the case of termination in a particular state, for the purposes of this Section 9.5, the term "Accounts" shall refer to Accounts belonging to Cardholders with billing addresses in such state), Spiegel Group shall not be required, but may elect to do so with prior written notice to Bank, applied to purchase the Eligible Accounts as set forth above unless Spiegel Group shall establish (itself or through an Affiliate or third party) another private ANY TEXT REMOVED PURSUANT TO THE COMPANY'S CONFIDENTIAL TREATMENT REQUEST HAS BEEN SEPARATELY SUBMITTED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS MARKED [***] HEREIN. label or co-branded private label credit card program for its Businesses within 24 months after the termination date of which are contained in this Agreement. Bank agrees that upon receipt of notice of termination from Spiegel Group, Bank will not from the date of receipt of such notice until the termination date, unless required by Applicable Law or safety and soundness considerations, make any material changes in Bank's collections or new Accounts underwriting proceduresSection 2.1. In the case event such percentages are decreased, such decrease shall become effective immediately for the purpose of either termination of calculating the Agreement amount which Lender may be willing to advance, or termination of the Plan in a particular state and upon payment of the purchase price allow to Bankremain outstanding, Bank shall assign to Spiegel Group or its designee, without recourse, all of its right, title and interest in and to the Accounts and receivables related thereto being transferred and will deliver all related documentationagainst Eligible Accounts.

Purchase of Accounts. Upon the termination of this Agreement by either party, Spiegel Group or its designee shall purchase from Bank all unpaid and outstanding Accounts, excluding Accounts that are 181 or more days contractually past due (in the case of termination in a particular state, for the purposes of this Section 9.5, the term "Accounts" shall refer to Accounts belonging to Cardholders with billing addresses in such state) and the listing of names and addresses of such Cardholders at a purchase price to be determined by Bank which shall be equal to the book value of such Accounts and the receivables related thereto, including without limitation all accrued finance charges and fees, whether or not billed or posted to the Accounts. Provided, however, that (i) in the event of termination of the Agreement by Spiegel Group for a Spiegel Group Termination Event, or (ii) if at the time of termination Spiegel Group has not emerged from its pending bankruptcy proceeding; or (iii) if this Agreement is terminated pursuant to Section 10.11; or (iv) termination of the Plan in a particular state by Bank (in the case of termination in a particular state, for the purposes of this Section 9.5, the term "Accounts" shall refer to Accounts belonging to Cardholders with billing addresses in such state), Spiegel Group shall not be required, but may elect to do so with prior written notice to Bank, to purchase the Accounts as set forth above unless Spiegel Group shall establish (itself or through an Affiliate or third party) another private ANY TEXT REMOVED PURSUANT TO THE COMPANY'S CONFIDENTIAL TREATMENT REQUEST HAS BEEN SEPARATELY SUBMITTED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS MARKED [***] HEREIN. label or co-branded private label credit card program for its Businesses within 24 months after the termination date of this Agreement. Bank agrees that upon receipt of notice of termination from Spiegel Group, Bank will not from the date of receipt of such notice until the termination date, unless required by Applicable Law or safety and soundness considerations, make any material changes in Bank's collections or new Accounts underwriting procedures. In the case of either termination of the Agreement or termination of the Plan in a particular state and upon payment of the purchase price to Bank, Bank shall assign to Spiegel Group or its designee, without recourse, all of its right, title and interest in and to the Accounts and receivables related thereto being transferred and will deliver all related documentation.