Common use of Receivables Purchase Facility Clause in Contracts

Receivables Purchase Facility. ING shall, subject to the terms and conditions hereinafter set forth, make purchases from Triple-A and the Seller of ING Receivables Interests from time to time on any ING Receivables Interest Purchase Date during the period from the date the conditions precedent in SECTION 3.01 are first satisfied to the ING Amortization Date. Under no circumstances shall ING make any ING Receivables Interest Purchase if, after giving effect to such ING Receivables Interest Purchase, (a) the aggregate outstanding ING Capital hereunder would exceed the least of (i) the ING Facility Limit or (ii) the ING Capital Limit, or (b) the aggregate outstanding Combined Capital would exceed the least of (i) the Combined Facility Limit or (ii) the Combined Capital Limit. The Capital Limit and Combined Capital Limit in effect on any date shall be determined by reference to the most recent Settlement Report delivered by the Seller to Triple-A and ING in accordance with SECTION 5.02(f) of the Triple-A Purchase Agreement (i) as adjusted (A) on the most recent Settlement Date to reflect additional Eligible Receivables sold on such Settlement Date since the delivery of such Settlement Report and (B) on the most recent ING Receivables Interest Purchase Date to reflect any additional ING Receivable Interest Purchase since the delivery of such Settlement Report, and (ii) as adjusted on any other date of determination to eliminate from the Discounted Eligible Receivables Balance any Receivables which were Eligible Receivables as of the dates reflected in the Settlement Report but which no longer satisfy the criteria for Eligible Receivables.

Receivables Purchase Facility. ING shall, Triple-A shall subject to the terms and conditions hereinafter set forth, make purchases from Triple-A and the Seller of ING Receivables Interests ("RECEIVABLES PURCHASES") from time to time on any ING Settlement Date (except that the initial Receivables Interest Purchase Date may be on a date other than a Settlement Date) during the period from the date the conditions precedent in SECTION 3.01 are first satisfied to the ING Amortization Termination Date. Notwithstanding the foregoing, if, at any time, two or more of the individuals who held the positions of Chief Executive Officer, Chief Financial Officer and President of the Servicer as of April 30, 1998 no longer remain actively involved in the day-to-day management of the Servicer, then Triple-A is no longer required to, but may, in its sole discretion, make Receivables Purchases. Each Receivables Purchase shall constitute an assignment and sale by the Seller, and a purchase and acquisition by Triple-A of Purchased Assets, including, without limitation, Designated Receivables identified as Eligible Receivables by the Seller, and Related Security and Collections with respect thereto. Under no circumstances shall ING Triple-A make any ING Receivables Interest Purchase if, after giving effect to such ING Receivables Interest Purchase, (a) the aggregate outstanding ING Capital hereunder would exceed the least of (i) the ING Facility Limit or Limit, (ii) the ING Capital Limit, or (iii) the sum, on such Receivables Purchase Date, of (a) the net proceeds from the sale of Commercial Paper PLUS (b) the aggregate outstanding Combined Capital would exceed the least proceeds of (i) the Combined Facility Limit or (ii) the Combined Capital LimitAdvances. The Capital Limit and Combined Capital Limit in effect on any date shall be determined by reference to the most recent Settlement Report delivered by the Seller to Triple-A and ING in accordance with SECTION 5.02(f) of the Triple-A Purchase Agreement hereof (i) as adjusted (A) on the most recent Settlement Date to reflect additional Eligible Receivables sold on such Settlement Date since the delivery of such Settlement Report and (B) on the most recent ING Receivables Interest Purchase Date to reflect any additional ING Receivable Interest Purchase since the delivery of such Settlement Report, and (ii) as adjusted on any other date of determination to eliminate from the Discounted Eligible Receivables Balance any Receivables which were Eligible Receivables as of the dates reflected in the Settlement Report but which no longer satisfy the criteria for Eligible Receivables. It is the intention of the parties hereto that each Receivables Purchase to be made hereunder shall constitute either (i) a "sale of accounts or chattel paper", as such term is used in Article 9 of the UCC, or (ii) a sale of "instruments", as such term is used in Article 9 of the UCC. If at any time a court characterizes the transactions hereunder as loans by Triple-A to the Seller, then the Seller hereby pledges, grants a security interest in and assigns to the Collateral Agent, for the benefit of Triple-A, all of the right and title to and interest in the Purchased Assets, including the Purchased Receivables and the Related Security, Collections and Equipment related thereto, as security for such loans and for the payment and performance of all obligations of the Seller hereunder.

Receivables Purchase Facility. ING The Purchasers shall, subject to the terms and conditions hereinafter set forth, make purchases from Triple-A and the Seller of ING Receivables Interests (“Receivables Purchases”) from time to time on any ING Settlement Date (except that the initial Receivables Interest Purchase Date may be on a date other than a Settlement Date) during the period from the date the conditions precedent in SECTION Section 3.01 are first satisfied to the ING Amortization Termination Date. Notwithstanding the foregoing, if, at any time, two or more of the individuals who held the positions of Chief Executive Officer, Chief Financial Officer and President of the Servicer as of April 30, 1998 no longer remain actively involved in the day-to-day management of the Servicer, then the Purchasers are no longer required to, but each Purchaser may, in its sole discretion, make Receivables Purchases. Each Receivables Purchase shall constitute an assignment and sale by the Seller, and a purchase and acquisition by the Purchasers of Purchased Assets, including, without limitation, Designated Receivables identified as Eligible Receivables by the Seller, and Related Security and Collections with respect thereto. Under no circumstances shall ING any Purchaser make any ING Receivables Interest Purchase if, after giving effect to such ING Receivables Interest Purchase, (ax) the aggregate outstanding ING Capital hereunder would exceed the least lesser of (i) the ING Facility Limit or and (ii) the ING Capital Limit, Limit or (by) the aggregate outstanding Combined Capital funded by such Purchaser’s Purchaser Group would exceed its Purchaser Limit. Under no circumstances shall Triple-A make any Receivables Purchase, if after giving effect to such Receivables Purchase, the portion of the aggregate outstanding Capital allocable to Triple-A hereunder would exceed the least sum, on such Receivables Purchase Date, of (i) the Combined Facility Limit or net proceeds from the sale of Commercial Paper plus (ii) the Combined Capital Limitproceeds of Advances. The Capital Limit and Combined Capital Limit in effect on any date shall be determined by reference to the most recent Settlement Report delivered by the Seller to Triple-A and ING the Purchasers in accordance with SECTION Section 5.02(f) of the Triple-A Purchase Agreement hereof (i) as adjusted (A) on the most recent Settlement Date to reflect additional Eligible Receivables sold on such Settlement Date since the delivery of such Settlement Report and (B) on the most recent ING Receivables Interest Purchase Date to reflect any additional ING Receivable Interest Purchase since the delivery of such Settlement Report, and (ii) as adjusted on any other date of determination to eliminate from the Discounted Eligible Receivables Balance any Receivables which were Eligible Receivables as of the dates reflected in the Settlement Report but which no longer satisfy the criteria for Eligible Receivables. It is the intention of the parties hereto that each Receivables Purchase to be made hereunder shall constitute a sale of accounts, payment intangibles, promissory notes or chattel paper, as such terms are used in Article 9 of the UCC. If at any time a court characterizes the transactions hereunder as loans by the Purchasers (together with their respective assignees, participants and successors) to the Seller, then the Seller hereby pledges, grants a security interest in and assigns to the Collateral Agent, for the benefit of the Purchasers and ING (to the extent of ING’s rights set forth under the ING Purchase Agreement) and their respective successors and assignees, all of its right and title to and interest in the Purchased Assets, including the Purchased Receivables and the Related Security, Collections and Equipment related thereto, as security for such loans and for the payment and performance of all obligations of the Seller hereunder, and the Collateral Agent acknowledges that it is holding on behalf of, and for the benefit of, the Purchasers and their respective successors, participants and assignees (including ING), all of such right and title to and interest in the Purchased Assets, including the Purchased Receivables and the Related Security, Collections and Equipment related thereto. Notwithstanding any other provisions herein to the contrary, the Purchasers shall have no obligation to purchase any interest, right or title related to ING Receivables Interests if ING does not make the corresponding purchase under the ING Purchase Agreement and the Seller shall have no claim to any Purchaser for such Purchaser’s failure to purchase any ING Receivables Interest.

Receivables Purchase Facility. ING shallTriple-A may, in its sole discretion and otherwise subject to the terms and conditions hereinafter set forth, make purchases from Triple-A and the Seller of ING Receivables Interests ("RECEIVABLES PURCHASES") from time to time on any ING Settlement Date (except that the initial Receivables Interest Purchase Date may be on a date other than a Settlement Date) during the period from the date the conditions precedent in SECTION 3.01 are first satisfied to the ING Amortization Termination Date. Each Receivables Purchase shall constitute an assignment and sale by the Seller, and a purchase and acquisition by Triple-A of Purchased Assets, including, without limitation, designated Eligible Receivables, Related Security and Collections with respect thereto. Under no circumstances shall ING Triple-A make any ING Receivables Interest Purchase if, after giving effect to such ING Receivables Interest Purchase, (a) the aggregate outstanding ING Capital hereunder would exceed the least of (i) the ING Facility Limit or Limit, (ii) the ING Capital Limit, or (iii) the sum, on such Receivables Purchase Date, of (a) the net proceeds from the sale of Commercial Paper PLUS (b) the aggregate outstanding Combined Capital would exceed the least proceeds of (i) the Combined Facility Limit or (ii) the Combined Capital LimitAdvances. The Capital Limit and Combined Capital Limit in effect on any date shall be determined by reference to the most recent Settlement Report delivered by the Seller to Triple-A and ING in accordance with SECTION 5.02(f) of the Triple-A Purchase Agreement hereof (i) as adjusted (A) on the most recent Settlement Date to reflect additional Eligible Receivables sold on such Settlement Date since the delivery of such Settlement Report and (B) on the most recent ING Receivables Interest Purchase Date to reflect any additional ING Receivable Interest Purchase since the delivery of such Settlement Report, and (ii) as adjusted on any other date of determination to eliminate from the Discounted Eligible Receivables Balance any Receivables which were Eligible Receivables as of the dates reflected in the Settlement Report but which no longer satisfy the criteria for Eligible Receivables. Nothing in this Triple-A Purchase Agreement shall be deemed to be or construed as a commitment by Triple-A to make Receivables Purchases at any time. It is the intention of the parties hereto that each Receivables Purchase to be made hereunder shall constitute either (i) a "sale of accounts or chattel paper", as such term is used in Article 9 of the UCC, or (ii) a sale of "instruments", as such term is used in Article 9 of the UCC. If at any time a court characterizes the transactions hereunder as loans by Triple-A to the Seller, then the Seller hereby pledges, grants a security interest in and assigns to the Collateral Agent, for the benefit of Triple-A, all of the right and title to and interest in the Purchased Assets, including the Purchased Receivables and the Related Security, Collections and Equipment related thereto, as security for such loans and for the payment and performance of all obligations of the Seller hereunder.

Receivables Purchase Facility. ING Triple-A shall, subject to the terms and conditions hereinafter set forth, make purchases from Triple-A and the Seller of ING Receivables Interests ("RECEIVABLES PURCHASES") from time to time on any ING Settlement Date (except that the initial Receivables Interest Purchase Date may be on a date other than a Settlement Date) during the period from the date the conditions precedent in SECTION 3.01 are first satisfied to the ING Amortization Termination Date. Notwithstanding the foregoing, if, at any time, two or more of the individuals who held the positions of Chief Executive Officer, Chief Financial Officer and President of the Servicer as of April 30, 1998 no longer remain actively involved in the day-to-day management of the Servicer, then Triple-A is no longer required to, but may, in its sole discretion, make Receivables Purchases. Each Receivables Purchase shall constitute an assignment and sale by the Seller, and a purchase and acquisition by Triple-A of Purchased Assets, including, without limitation, Designated Receivables identified as Eligible Receivables by the Seller, and Related Security and Collections with respect thereto. Under no circumstances shall ING Triple-A make any ING Receivables Interest Purchase if, after giving effect to such ING Receivables Interest Purchase, (a) the aggregate outstanding ING Capital hereunder would exceed the least of (i) the ING Facility Limit or Limit, (ii) the ING Capital Limit, or (biii) the aggregate outstanding Combined Capital would exceed the least sum, on such Receivables Purchase Date, of (iA) the Combined Facility Limit or net proceeds from the sale of Commercial Paper PLUS (iiB) the Combined Capital Limitproceeds of Advances. The Capital Limit and Combined Capital Limit in effect on any date shall be determined by reference to the most recent Settlement Report delivered by the Seller to Triple-A and ING in accordance with SECTION 5.02(f) of the Triple-A Purchase Agreement hereof (i) as adjusted (A) on the most recent Settlement Date to reflect additional Eligible Receivables sold on such Settlement Date since the delivery of such Settlement Report and (B) on the most recent ING Receivables Interest Purchase Date to reflect any additional ING Receivable Interest Purchase since the delivery of such Settlement Report, and (ii) as adjusted on any other date of determination to eliminate from the Discounted Eligible Receivables Balance any Receivables which were Eligible Receivables as of the dates reflected in the Settlement Report but which no longer satisfy the criteria for Eligible Receivables. It is the intention of the parties hereto that each Receivables Purchase to be made hereunder shall constitute a sale of accounts, payment intangibles, promissory notes or chattel paper, as such terms are used in Article 9 of the UCC. If at any time a court characterizes the transactions hereunder as loans by Triple-A (together with its assignees, participants and successors) to the Seller, then the Seller hereby pledges, grants a security interest in and assigns to the Collateral Agent, for the benefit of Triple-A and ING (to the extent of ING's rights set forth under the ING Purchase Agreement) and their respective successors and assignees, all of the right and title to and interest in the Purchased Assets, including the Purchased Receivables and the Related Security, Collections and Equipment related thereto, as security for such loans and for the payment and performance of all obligations of the Seller hereunder, and the Collateral Agent acknowledges that it is holding on behalf of, and for the benefit of, Triple-A and its successors, participants and assignees (including ING), all of such right and title to and interest in the Purchased Assets, including the Purchased Receivables and the Related Security, Collections and Equipment related thereto. Notwithstanding any other provisions herein to the contrary, Triple-A shall have no obligation to purchase any interest, right or title related to ING Receivables Interests if ING does not make the corresponding purchase under the ING Purchase Agreement and the Seller shall have no claim to Triple-A for Triple-A's failure to purchase any ING Receivables Interest.