Reinvestments of Certain Collections; Payment of Remaining Collections; Asset Interest. (a) On the close of business on each Business Day during the period from the Closing Date to the Final Payout Date, Master Servicer shall, on behalf of Administrative Agent (for the benefit of the Affected Parties), out of all Collections from Pool Receivables received since the end of the immediately preceding Business Day: (i) set aside and hold in trust for Administrative Agent on behalf of the Affected Parties, an amount (based on information provided by Administrative Agent pursuant to Article II) equal to the sum of: (a) the estimated amount of Yield accrued in respect of each Rate Tranche, (b) all other amounts due to Administrative Agent, Purchaser Agents, Purchasers or any other Affected Party hereunder (including Deemed Collections and costs and expenses described in Section 13.6) and (c) the Master Servicing Fee (in each case, accrued through such day and not so previously set aside or anticipated to accrue through the end of the then current Settlement Period, as determined by Master Servicer based upon, among other relevant information, the then outstanding Purchasers’ Total Investment and the Yield Rates then in effect); provided, that in the case of any Exiting Purchaser, the remainder of such Collections (equal to the excess, if any, of all such Collections, over the sum of the amounts described in clauses (a), (b) and (c) above on such day) shall not be reinvested (as described below) after the then-current Purchase Termination Date for such Exiting Purchaser and shall instead be held in trust for the benefit of such Exiting Purchaser (or, if there is more than one Exiting Purchaser on such day, pro rata for the benefit of each such Exiting Purchaser based on such Exiting Purchaser’s Investment) and applied in accordance with clause (ii) below; provided, further, that, so long as Master Servicer is able, on each Business Day and on an equitable and consistent basis, to identify which funds are Collections on Pool Receivables, Master Servicer shall not be required to hold Collections that have been so set aside in a separate deposit account containing only such Collections, and may commingle such Collections with its own funds and funds of it Subsidiaries; it being understood that Administrative Agent, on behalf of the Affected Parties, shall have a claim against Master Servicer to make payments pursuant to Sections 1.3(c), 3.1(b) or 3.1(c) (which claims shall be full recourse to Master Servicer) in an amount equal to the amount of such Collections that have not been set aside but that have been so commingled; provided further, that any commingled amounts, that are not Collections, held in the SPE Account shall be withdrawn from such account within one (1) Business Day following receipt thereof; provided further, that the Master Servicer shall hold Collections that have been so set aside in a separate deposit account containing only such Collections if the Administrative Agent or any Purchaser Agent has requested that the Master Servicer not commingle or transfer funds during the Liquidation Period, or after the occurrence of any Event of Termination that has not been waived in accordance with this Agreement or after the occurrence of an Unmatured Event of Termination; and (ii) subject to Sections 3.1(c)(iv) and 3.2(b), apply such Collections as are not required to be set aside and held in trust pursuant to clause (i) above (including any such Collections not set aside but commingled), to pay Seller for additional Pool Receivables and Related Assets with respect to such Pool Receivables (each such purchase being a “Reinvestment”); provided, that, (A) if (I) the sum of the Purchasers’ Total Investment and the Required Reserves would exceed the Net Portfolio Balance, (II) any Purchaser Group Investment would exceed the related Purchaser Group Commitment, (III) the Purchasers’ Total Investment would exceed the Purchasers’ Total Commitment or (IV) the aggregate Investment of any Exiting Purchaser is greater than zero (in each case, at such time and after giving effect to such Reinvestment), then Master Servicer (for the benefit of the Purchasers) shall only make Reinvestments after first setting aside and holding in trust for the benefit of Administrative Agent on behalf of the Affected Parties in accordance with Section 3.4, a portion of such Collections which, together with other Collections previously set aside for such purpose and then so held, shall equal the amount necessary to reduce (i) the Purchasers’ Total Investment to an amount equal to or less than the Purchasers’ Total Commitment, (ii) each Purchaser Group Investment to an amount equal to or less than the related Purchaser Group Commitment, (iii) the sum of the Purchasers’ Total Investment and the Required Reserves at such time to an amount equal to or less than the Net Portfolio Balance and (iv) the aggregate Investment of all Exiting Purchasers to zero, in each case, at such time (any remaining Collections after giving effect to this proviso shall then be applied as described above in this Section 1.3(a)(ii)); and (B) if the conditions precedent to Reinvestment in clause (a), (b) or (d) of Section 5.2 are not satisfied, then Master Servicer shall not apply any of such remaining Collections to a Reinvestment pursuant to this clause (ii).
Appears in 3 contracts
Samples: Receivables Purchase Agreement (C. H. Robinson Worldwide, Inc.), Receivables Purchase Agreement (C H Robinson Worldwide Inc), Receivables Purchase Agreement (C H Robinson Worldwide Inc)
Reinvestments of Certain Collections; Payment of Remaining Collections; Asset Interest. (a) On the close of business on each Business Day during the period from the Closing Date to the Final Payout Date, Master Servicer shall, on behalf of Administrative Agent (for the benefit of the Affected Parties), out of all Collections from Pool Receivables received since the end of the immediately preceding Business Day:
(i) set aside and hold in trust for Administrative Agent on behalf of the Affected Parties, an amount (based on information provided by Administrative Agent pursuant to Article II) equal to the sum of: (a) the estimated amount of Yield accrued in respect of each Rate Tranche, (b) all other amounts due to Administrative Agent, Purchaser Agents, Purchasers or any other Affected Party hereunder (including Deemed Collections and costs and expenses described in Section 13.6) and (c) the Master Servicing Fee (in each case, accrued through such day and not so previously set aside or anticipated to accrue through the end of the then current Settlement Period, as determined by Master Servicer based upon, among other relevant information, the then outstanding Purchasers’ Total Investment and the Yield Rates then in effect); provided, that in the case of any Exiting Purchaser, the remainder of such Collections (equal to the excess, if any, of all such Collections, over the sum of the amounts described in clauses (a), (b) and (c) above on such day) shall not be reinvested (as described below) after the then-current Purchase Termination Date for such Exiting Purchaser and shall instead be held in trust for the benefit of such Exiting Purchaser (or, if there is more than one Exiting Purchaser on such day, pro rata for the benefit of each such Exiting Purchaser based on such Exiting Purchaser’s Investment) and applied in accordance with clause (ii) below; provided, further, that, so long as Master Servicer is able, on each Business Day and on an equitable and consistent basis, to identify which funds are Collections on Pool Receivables, Master Servicer shall not be required to hold Collections that have been so set aside in a separate deposit account containing only such Collections, and may commingle such Collections with its own funds and funds of it Subsidiaries; it being understood that Administrative Agent, on behalf of the Affected Parties, shall have a claim against Master Servicer to make payments pursuant to Sections 1.3(c), 3.1(b) or 3.1(c) (which claims shall be full recourse to Master Servicer) in an amount equal to the amount of such Collections that have not been set aside but that have been so commingled; provided further, that any commingled amounts, that are not Collections, held in the SPE Account shall be withdrawn from such account within one (1) Business Day following receipt thereof; provided further, that the Master Servicer shall hold Collections that have been so set aside in a separate deposit account containing only such Collections if the Administrative Agent or any Purchaser Agent has requested that the Master Servicer not commingle or transfer funds during the Liquidation Period, or after the occurrence of any Event of Termination that has not been waived in accordance with this Agreement or after the occurrence of an Unmatured Event of Termination; and
(ii) subject to Sections 3.1(c)(iv) and 3.2(b), apply such Collections as are not required to be set aside and held in trust pursuant to clause (i) above (including any such Collections not set aside but commingled), to pay Seller for additional Pool Receivables and Related Assets with respect to such Pool Receivables (each such purchase being a “Reinvestment”); provided, that, (A) if (I) the sum of the Purchasers’ Total Investment and the Required Reserves would exceed the Net Portfolio Balance, (II) any Purchaser Group Investment would exceed the related Purchaser Group Commitment, (III) the Purchasers’ Total Investment would exceed the Purchasers’ Total Commitment or (IV) the aggregate Investment of any Exiting Purchaser is greater than zero (in each case, at such time and after giving effect to such Reinvestment), then Master Servicer (for the benefit of the Purchasers) shall only make Reinvestments after first setting aside and holding in trust for the benefit of Administrative Agent on behalf of the Affected Parties in accordance with Section 3.4, a portion of such Collections which, together with other Collections previously set aside for such purpose and then so held, shall equal the amount necessary to reduce (i) the Purchasers’ Total Investment to an amount equal to or less than the Purchasers’ Total Commitment, (ii) each Purchaser Group Investment to an amount equal to or less than the related Purchaser Group Commitment, (iii) the sum of the Purchasers’ Total Investment and the Required Reserves at such time to an amount equal to or less than the Net Portfolio Balance and (iv) the aggregate Investment of all Exiting Purchasers to zero, in each case, at such time (any remaining Collections after giving effect to this proviso shall then be applied as described above in this Section 1.3(a)(ii)); and (B) if the conditions precedent to Reinvestment in clause (a), (b), (d) or (de) of Section 5.2 are not satisfied, then Master Servicer shall not apply any of such remaining Collections to a Reinvestment pursuant to this clause (ii).
Appears in 2 contracts
Samples: Receivables Purchase Agreement (C. H. Robinson Worldwide, Inc.), Receivables Purchase Agreement (C. H. Robinson Worldwide, Inc.)
Reinvestments of Certain Collections; Payment of Remaining Collections; Asset Interest. (a) On the close of business on each Business Day during the period from the Closing Effective Date to the Final Payout Date, Master Servicer shall, on behalf of Administrative Agent (for the benefit of the Affected Parties), out of all Collections from Pool Receivables Assets received since the end of the immediately preceding Business Day:
(i) set aside and hold in trust for Administrative Agent on behalf of the Affected Parties, an amount (based on information provided by Administrative Agent pursuant to Article II) equal to the sum of: of (a) the estimated amount of Yield accrued in respect of each Rate Tranche, (b) all other amounts due to Administrative Agent, Purchaser Agents, Purchasers or any other Affected Party hereunder (including Deemed Collections Collections, Repurchase Payments and costs and expenses described in Section 13.6) and ), (c) all Custodian fees and expenses due to the Master Custodian under the Custodian Agreement, (d) the Servicing Fee (in each case, accrued through such day and not so previously set aside or anticipated to accrue through the end of the then current Settlement Period, as determined by Master Servicer based upon, among other relevant information, the then outstanding Purchasers’ Total Investment and the Yield Rates then in effect); provided, that in the case of any Exiting Purchaser, the remainder of such Collections (equal to the excess, if any, of all such Collections, over the sum of the amounts described in clauses (a), (b) and (ce) above on any other obligations of Seller hereunder and under the other Transaction Documents accrued through such day) shall day and not be reinvested previously set aside, or then due and owing or otherwise outstanding (as described below) after the then-current Purchase Termination Date for such Exiting Purchaser and shall instead be held in trust for the benefit of such Exiting Purchaser (or, if there is more other than one Exiting Purchaser on such day, pro rata for the benefit of each such Exiting Purchaser based on such Exiting Purchaser’s Investment) and applied in accordance with clause (ii) below; provided, further, that, so long as Master Servicer is able, on each Business Day and on an equitable and consistent basis, to identify which funds are Collections on Pool Receivables, Master Servicer shall not be required to hold Collections that have been so set aside in a separate deposit account containing only such Collections, and may commingle such Collections with its own funds and funds of it Subsidiaries; it being understood that Administrative Agent, on behalf any portion of the Affected Parties, shall have a claim against Master Servicer to make payments pursuant to Sections 1.3(cTotal Investment that is not otherwise payable on the following Settlement Date), 3.1(b) or 3.1(c) (which claims shall be full recourse to Master Servicer) in an amount equal to the amount of such Collections that have not been set aside but that have been so commingled; provided further, that any commingled amounts, that are not Collections, held in the SPE Account shall be withdrawn from such account within one (1) Business Day following receipt thereof; provided further, that the Master Servicer shall hold Collections that have been so set aside in a separate deposit account containing only such Collections if the Administrative Agent or any Purchaser Agent has requested that the Master Servicer not commingle or transfer funds during the Liquidation Period, or after the occurrence of any Event of Termination that has not been waived in accordance with this Agreement or after the occurrence of an Unmatured Event of Termination; and
(ii) subject to Sections 3.1(c)(iv) and 3.2(b3.2(c), apply set aside such Collections as are not required to be set aside and held in trust pursuant to clause (i) above (including any such Collections not set aside but commingled), for Seller to pay Seller to the Originators for additional Pool Receivables Assets and Related Assets with respect to such Pool Receivables Assets (each such purchase being a “Reinvestment”); provided, that, (A) if (I) the Total Investment would exceed the sum of the Purchasers’ Total Receivables Investment Base and the Required Reserves would exceed the Net Portfolio BalanceLoan Investment Base, (II) any Purchaser Group’s Purchaser Group Investment would exceed the related Purchaser Group Commitment, Commitment or (III) the Purchasers’ Total Investment would exceed the Purchasers’ Total Commitment or (IV) the aggregate Investment of any Exiting Purchaser is greater than zero (in each case, at such time and after giving effect to such Reinvestment), then Master Servicer (for the benefit of the Purchasers) shall only make Reinvestments after first setting aside and holding in trust for the benefit of Administrative Agent on behalf of the Affected Parties in accordance with Section 3.4, a portion of such Collections which, together with other Collections previously set aside for such purpose and then so held, shall equal the amount necessary to reduce (i) the Purchasers’ Total Investment to an amount equal to or less than the Purchasers’ Total Commitment, (ii) each Purchaser Group’s Purchaser Group Investment to an amount equal to or less than the related Purchaser Group Commitment, Commitment and (iii) the sum of the Purchasers’ Total Investment and the Required Reserves at such time to an amount equal to or less than the Net Portfolio Balance sum of the Receivables Investment Base and (iv) the aggregate Loan Investment of all Exiting Purchasers to zeroBase, in each case, at such time (any remaining Collections after giving effect to this proviso shall then be applied as described above in this Section 1.3(a)(ii)); and (B) if the conditions precedent to Reinvestment in clause (a), (b) or (d) of Section 5.2 5.3 are not satisfiedsatisfied or no Reinvestments are to be made in accordance with Section 3.2(c), then Master Servicer shall not apply any of such remaining Collections to a Reinvestment pursuant to this clause (ii)Reinvestment.
Appears in 2 contracts
Samples: Omnibus Amendment (CHS Inc), Receivables Purchase Agreement (CHS Inc)
Reinvestments of Certain Collections; Payment of Remaining Collections; Asset Interest. (a) On the close of business on each Business Day during the period from the Closing Date to the Final Payout Date, Master Servicer shall, on behalf of Administrative Agent (for the benefit of the Affected Parties), out of all Collections from Pool Receivables Assets received since the end of the immediately preceding Business Day:
(i) set aside and hold in trust for Administrative Agent on behalf of the Affected Parties, an amount (based on information provided by Administrative Agent pursuant to Article II) equal to the sum of: of (a) the estimated amount of Yield accrued in respect of each Rate Tranche, (b) all other amounts due to Administrative Agent, Purchaser Agents, Purchasers or any other Affected Party hereunder (including Deemed Collections Collections, Repurchase Payments and costs and expenses described in Section 13.6) and ), (c) all Custodian fees and expenses due to the Master Custodian under the Custodian Agreement and (d) the Servicing Fee (in each case, accrued through such day and not so previously set aside or anticipated to accrue through the end of the then current Settlement Period, as determined by Master Servicer based upon, among other relevant information, the then outstanding Purchasers’ Total Investment and the Yield Rates then in effect); provided, that in the case of any Exiting Purchaser, the remainder of such Collections (equal to the excess, if any, of all such Collections, over the sum of the amounts described in clauses (a), (b) and (c) above on such day) shall not be reinvested (as described below) after the then-current Purchase Termination Date for such Exiting Purchaser and shall instead be held in trust for the benefit of such Exiting Purchaser (or, if there is more than one Exiting Purchaser on such day, pro rata for the benefit of each such Exiting Purchaser based on such Exiting Purchaser’s Investment) and applied in accordance with clause (ii) below; provided, further, that, so long as Master Servicer is able, on each Business Day and on an equitable and consistent basis, to identify which funds are Collections on Pool Receivables, Master Servicer shall not be required to hold Collections that have been so set aside in a separate deposit account containing only such Collections, and may commingle such Collections with its own funds and funds of it Subsidiaries; it being understood that Administrative Agent, on behalf of the Affected Parties, shall have a claim against Master Servicer to make payments pursuant to Sections 1.3(c), 3.1(b) or 3.1(c) (which claims shall be full recourse to Master Servicer) in an amount equal to the amount of such Collections that have not been set aside but that have been so commingled; provided further, that any commingled amounts, that are not Collections, held in the SPE Account shall be withdrawn from such account within one (1) Business Day following receipt thereof; provided further, that the Master Servicer shall hold Collections that have been so set aside in a separate deposit account containing only such Collections if the Administrative Agent or any Purchaser Agent has requested that the Master Servicer not commingle or transfer funds during the Liquidation Period, or after the occurrence of any Event of Termination that has not been waived in accordance with this Agreement or after the occurrence of an Unmatured Event of Termination; and
(ii) subject to Sections 3.1(c)(iv) and 3.2(b3.2(c), apply such Collections as are not required to be set aside and held in trust pursuant to clause (i) above (including any such Collections not set aside but commingled), to pay Seller for additional Pool Receivables Assets and Related Assets with respect to such Pool Receivables Assets (each such purchase being a “Reinvestment”); provided, that, (A) if (I) the Total Investment would exceed the sum of the Purchasers’ Total Receivables Investment Base and the Required Reserves would exceed the Net Portfolio BalanceLoan Investment Base, (II) any Purchaser Group’s Purchaser Group Investment would exceed the related Purchaser Group Commitment, Commitment or (III) the Purchasers’ Total Investment would exceed the Purchasers’ Total Commitment or (IV) the aggregate Investment of any Exiting Purchaser is greater than zero (in each case, at such time and after giving effect to such Reinvestment), then Master Servicer (for the benefit of the Purchasers) shall only make Reinvestments after first setting aside and holding in trust for the benefit of Administrative Agent on behalf of the Affected Parties in accordance with Section 3.4, a portion of such Collections which, together with other Collections previously set aside for such purpose and then so held, shall equal the amount necessary to reduce (i) the Purchasers’ Total Investment to an amount equal to or less than the Purchasers’ Total Commitment, (ii) each Purchaser Group’s Purchaser Group Investment to an amount equal to or less than the related Purchaser Group Commitment, Commitment and (iii) the sum of the Purchasers’ Total Investment and the Required Reserves at such time to an amount equal to or less than the Net Portfolio Balance sum of the Receivables Investment Base and (iv) the aggregate Loan Investment of all Exiting Purchasers to zeroBase, in each case, at such time (any remaining Collections after giving effect to this proviso shall then be applied as described above in this Section 1.3(a)(ii)); and (B) if the conditions precedent to Reinvestment in clause (a), (b) or (d) of Section 5.2 are not satisfiedsatisfied or no Reinvestments are to be made in accordance with Section 3.2(c), then Master Servicer shall not apply any of such remaining Collections to a Reinvestment pursuant to this clause (ii)Reinvestment.
Appears in 1 contract
Reinvestments of Certain Collections; Payment of Remaining Collections; Asset Interest. (a) On the close of business on each Business Day during the period from the Closing Date to the Final Payout Purchase Termination Date, Master Servicer shall, on behalf of Administrative Agent (for the benefit of the Affected Purchasers or other Secured Parties, as applicable), out of all Collections from Pool Receivables received since the end of the immediately preceding last Business DayDay and on such Business Day from Pool Receivables:
(i) determine the amount of all Collections;
(ii) out of such Collections, be deemed to have set aside and hold held in trust for Administrative Agent on behalf of Agent, Purchasers, the Affected PartiesLOC Issuer and any other Secured Party, as applicable, an amount (based on information provided by Administrative Agent or any Purchaser Agent pursuant to Article IISection 2.5) equal to the sum of: (a) the estimated amount of Yield accrued in respect of each Rate Tranche, (b) all other amounts due to Administrative Agent, Purchaser AgentsPurchasers, Purchasers LOC Issuer or any other Affected Secured Party hereunder (including Deemed Collections and costs and expenses amounts described in Section Sections 3.2(a) and 13.6) and (c) the Master Servicing Fee (in each case, accrued through such day and not so previously set aside or anticipated to accrue through the end of the then current Settlement Period, as determined by Master Servicer based upon, among other relevant information, the then outstanding Purchasers’ Total Investment and the Yield Rates then in effect); provided, that in the case of any Exiting Purchaser, the remainder of such Collections (equal to the excess, if any, of all Collections received on such Collectionsday from Pool Receivables, over the sum of the amounts described in clauses (a), (b) and (c) above on such day) shall not be reinvested (as described below) after the then-current Purchase Commitment Termination Date for such Exiting Purchaser and shall instead be held in trust for the benefit of such Exiting Purchaser (or, if there is more than one Exiting Purchaser on such day, pro rata for the benefit of each such Exiting Purchaser based on such Exiting Purchaser’s Investmentratable share) and applied in accordance with clause (iiiii) below; provided, further, that, unless Agent or any Purchaser Agent shall request it to do so in writing during the Liquidation Period or after the occurrence of any Event of Default that has not been waived in accordance with the terms of this Agreement, and so long as Master Servicer is able, on each Business Day and on an equitable and consistent basis, to identify which funds are Collections on Pool Receivables, Master Servicer shall not be required to hold Collections that have been so set aside in a separate deposit account containing only such Collections, and may commingle such Collections with its own funds and funds of it Subsidiariesfunds; it being understood that Administrative Agent, on behalf of the Affected PartiesPurchasers, or any Purchaser Agent, shall have a claim against Master Servicer to make payments pursuant to Sections 1.3(c), 3.1(b) or 3.1(c) (which claims shall be full recourse to Master Servicer) in an amount equal to the amount of such Collections that have not been set aside but and that have been so commingled; provided further, that any commingled amounts, that are not Collections, held in the SPE Account shall be withdrawn from such account within one (1) Business Day following receipt thereof; provided further, that the Master Servicer shall hold Collections that have been so set aside in a separate deposit account containing only such Collections if the Administrative Agent or any Purchaser Agent has requested that the Master Servicer not commingle or transfer funds during the Liquidation Period, or after the occurrence of any Event of Termination that has not been waived in accordance with this Agreement or after the occurrence of an Unmatured Event of Termination; and
(iiiii) subject to Sections Section 3.1(c)(iv) and 3.2(b), apply such Collections as are not required to be set aside and held in trust pursuant to clause (iii) above (including any such Collections not set aside but commingled)above, to pay Seller for additional Pool Receivables and Related Assets with respect to such Pool Receivables (each such purchase being a “Reinvestment”); provided, that, (A) if (I) the sum Asset Interest expressed as a percentage of the Purchasers’ Total Investment and the Required Reserves Net Pool Balance, would exceed 100% at such time, the Net Portfolio Balance, (II) aggregate Investment of any Purchaser Group Investment would exceed such Purchaser’s Commitment or the related Purchaser Group Commitment, (III) the then aggregate Purchasers’ Total Investment would exceed the Purchasers’ Total Commitment or (IV) the aggregate Investment of any Exiting Purchaser is greater than zero (in each case, at such time and after giving effect to such Reinvestment), then Master Servicer (for the benefit of the Purchasers) shall only make Reinvestments after not reinvest, but shall first setting set aside and holding hold in trust for the benefit of Administrative Agent on behalf of the Affected Parties Purchasers in accordance with Section 3.4, a portion of such Collections which, together with other Collections previously set aside for such purpose and then so held, shall equal the amount necessary to reduce reduce, as applicable, (i) the Purchasers’ Total Investment (ratably to the Purchasers based on each such Purchaser’s Investment) to an amount equal to or less than the Purchasers’ Total Commitment, Commitment and (ii) each Purchaser Group Investment to an amount equal to or less than the related Purchaser Group Commitment, (iii) the sum of the Purchasers’ Total Investment and the Required Reserves at such time to an amount equal to or less than the Net Portfolio Pool Balance and (iv) the aggregate Investment of all Exiting Purchasers to zero, in each case, at such time (any remaining Collections after giving effect to this proviso shall then be applied as described above in this Section 1.3(a)(ii1.3(a)(iii)); (B) in the case of any Exiting Purchaser, after its then-current Commitment Termination Date, the Servicer shall not reinvest, but shall set aside and hold in trust for the benefit of the applicable Purchaser Agents, Purchasers, LOC Issuer or any other Secured Party, as applicable in accordance with Section 3.4, a portion of such Collections which, together with other Collections previously set aside and then so held, shall equal the amount necessary to reduce such Exiting Purchaser’s Investment to zero (based on its ratable share of the Purchasers’ Total Investment (it being understood and agreed that notwithstanding anything to the contrary set forth herein, solely for the purpose of determining such Exiting Purchaser’s ratable share of such Collections, such Exiting Purchaser’s Investment shall be deemed to remain constant from such then current Commitment Termination Date for such Exiting Purchaser until the date such Exiting Purchaser’s Investment has been repaid in full)) and (BC) if the conditions precedent to Reinvestment in clause (a), (b) or (d) of Section 5.2 are not satisfiedsatisfied or no Reinvestments are to be made in accordance with Section 3.2(c), then Master Servicer shall not apply any of such remaining Collections to a Reinvestment pursuant to this clause (ii)Reinvestment.
Appears in 1 contract
Reinvestments of Certain Collections; Payment of Remaining Collections; Asset Interest. (a) On the close of business on each Business Day during the period from the Closing Effective Date to the Final Payout Date, Master Servicer shall, on behalf of Administrative Agent (for the benefit of the Affected Parties), out of all Collections from Pool Receivables Assets received since the end of the immediately preceding Business Day:
(i) set aside and hold in trust for Administrative Agent on behalf of the Affected Parties, an amount (based on information provided by Administrative Agent pursuant to Article II) equal to the sum of: of (a) the estimated amount of Yield accrued in respect of each Rate Tranche, (b) all other amounts due to Administrative Agent, Purchaser Agents, Purchasers or any other Affected Party hereunder (including Deemed Collections Collections, Repurchase Payments and costs and expenses described in Section 13.6) and ), (c) all Custodian fees and expenses due to the Master Custodian under the Custodian Agreement, (d) the Servicing Fee (in each case, accrued through such day and not so previously set aside or anticipated to accrue through the end of the then current Settlement Period, as determined by Master Servicer based upon, among other relevant information, the then outstanding Purchasers’ Total Investment and the Yield Rates then in effect); provided, that in the case of any Exiting Purchaser, the remainder of such Collections (equal to the excess, if any, of all such Collections, over the sum of the amounts described in clauses (a), (b) and (ce) above on any other obligations of Seller hereunder and under the other Transaction Documents accrued through such day) shall day and not be reinvested previously set aside, or then due and owing or otherwise outstanding (as described below) after the then-current Purchase Termination Date for such Exiting Purchaser and shall instead be held in trust for the benefit of such Exiting Purchaser (or, if there is more other than one Exiting Purchaser on such day, pro rata for the benefit of each such Exiting Purchaser based on such Exiting Purchaser’s Investment) and applied in accordance with clause (ii) below; provided, further, that, so long as Master Servicer is able, on each Business Day and on an equitable and consistent basis, to identify which funds are Collections on Pool Receivables, Master Servicer shall not be required to hold Collections that have been so set aside in a separate deposit account containing only such Collections, and may commingle such Collections with its own funds and funds of it Subsidiaries; it being understood that Administrative Agent, on behalf any portion of the Affected Parties, shall have a claim against Master Servicer to make payments pursuant to Sections 1.3(cTotal Investment that is not otherwise payable on the following Settlement Date), 3.1(b) or 3.1(c) (which claims shall be full recourse to Master Servicer) in an amount equal to the amount of such Collections that have not been set aside but that have been so commingled; provided further, that any commingled amounts, that are not Collections, held in the SPE Account shall be withdrawn from such account within one (1) Business Day following receipt thereof; provided further, that the Master Servicer shall hold Collections that have been so set aside in a separate deposit account containing only such Collections if the Administrative Agent or any Purchaser Agent has requested that the Master Servicer not commingle or transfer funds during the Liquidation Period, or after the occurrence of any Event of Termination that has not been waived in accordance with this Agreement or after the occurrence of an Unmatured Event of Termination; and
(ii) subject to Sections 3.1(c)(iv) and 3.2(b3.2(c), apply set aside such Collections as are not required to be set aside and held in trust pursuant to clause (i) above (including any such Collections not set aside but commingled), for Seller to pay Seller to the Originators for additional Pool Receivables Assets and Related Assets with respect to such Pool Receivables Assets (each such purchase being a “Reinvestment”); provided, that, (A) if (I) the Total Investment would exceed the sum of the Purchasers’ Total Receivables Investment Base and the Required Reserves would exceed the Net Portfolio BalanceLoan Investment Base, (II) any Purchaser Group’s Purchaser Group Committed Investment would exceed the related such Purchaser Group’s Purchaser Group Commitment, (III) any Purchaser Group’s Purchaser Group Uncommitted Investment would exceed such Purchaser Group’s Uncommitted Amount, (IV) the Purchasers’ Total Committed Investment would exceed the Purchasers’ Total Commitment Commitment, or (IVV) the aggregate Total Uncommitted Investment of any Exiting Purchaser is greater than zero would exceed the Purchasers’ Total Uncommitted Amount (in each case, at such time and after giving effect to such Reinvestment), then Master Servicer (for the benefit of the Purchasers) shall only make Reinvestments after first setting aside and holding in trust for the benefit of Administrative Agent on behalf of the Affected Parties in accordance with Section 3.4, a portion of such Collections which, together with other Collections previously set aside for such purpose and then so held, shall equal the amount necessary to reduce (i) the Purchasers’ Total Committed Investment to an amount equal to or less than the Purchasers’ Total Commitment, (ii) each Purchaser Group the Total Uncommitted Investment to an amount equal to or less than the related Purchasers’ Total Uncommitted Amount, (iii) each Purchaser Group’s Purchaser Group Committed Investment to an amount equal to or less than such Purchaser Group’s Purchaser Group Commitment, (iiiiv) each Purchaser Group’s Purchaser Group Uncommitted Investment to an amount equal to or less than such Purchaser Group’s Uncommitted Amount and (v) the sum of the Purchasers’ Total Investment and the Required Reserves at such time to an amount equal to or less than the Net Portfolio Balance sum of the Receivables Investment Base and (iv) the aggregate Loan Investment of all Exiting Purchasers to zeroBase, in each case, at such time (any remaining Collections after giving effect to this proviso shall then be applied as described above in this Section 1.3(a)(ii)); and (B) 753697831 if the conditions precedent to Reinvestment in clause (a), (b) or (d) of Section 5.2 5.3 are not satisfiedsatisfied or no Reinvestments are to be made in accordance with Section 3.2(c), then Master Servicer shall not apply any of such remaining Collections to a Reinvestment pursuant to this clause (ii)Reinvestment.
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Reinvestments of Certain Collections; Payment of Remaining Collections; Asset Interest. (a) On the close of business on each Business Day during the period from the Closing Date to the Final Payout Purchase Termination Date, Master Servicer shall, on behalf of Administrative Agent (for the benefit of the Affected Purchasers or other Secured Parties, as applicable), out of all Collections from Pool Receivables received since the end of the immediately preceding last Business DayDay and on such Business Day from Pool Receivables:
(i) determine the amount of all Collections;
(ii) out of such Collections, be deemed to have set aside and hold held in trust for Administrative Agent on behalf of Agent, Purchasers, the Affected PartiesLOC Issuer and any other Secured Party, as 9 Mylan applicable, an amount (based on information provided by Administrative Agent or any Purchaser Agent pursuant to Article IISection 2.5) equal to the sum of: (a) the estimated amount of Yield accrued in respect of each Rate Tranche, (b) all other amounts due to Administrative Agent, Purchaser AgentsPurchasers, Purchasers LOC Issuer or any other Affected Secured Party hereunder (including Deemed Collections and costs and expenses amounts described in Section Sections 3.2(a) and 13.6) and (c) the Master Servicing Fee (in each case, accrued through such day and not so previously set aside or anticipated to accrue through the end of the then current Settlement Period, as determined by Master Servicer based upon, among other relevant information, the then outstanding Purchasers’ Total Investment and the Yield Rates then in effect); provided, that in the case of any Exiting Purchaser, the remainder of such Collections (equal to the excess, if any, of all Collections received on such Collectionsday from Pool Receivables, over the sum of the amounts described in clauses (a), (b) and (c) above on such day) shall not be reinvested (as described below) after the then-current Purchase Commitment Termination Date for such Exiting Purchaser and shall instead be held in trust for the benefit of such Exiting Purchaser (or, if there is more than one Exiting Purchaser on such day, pro rata for the benefit of each such Exiting Purchaser based on such Exiting Purchaser’s Investmentratable share) and applied in accordance with clause (iiiii) below; provided, further, that, unless Agent or any Purchaser Agent shall request it to do so in writing during the Liquidation Period or after the occurrence of any Event of Default that has not been waived in accordance with the terms of this Agreement, and so long as Master Servicer is able, on each Business Day and on an equitable and consistent basis, to identify which funds are Collections on Pool Receivables, Master Servicer shall not be required to hold Collections that have been so set aside in a separate deposit account containing only such Collections, and may commingle such Collections with its own funds and funds of it Subsidiariesfunds; it being understood that Administrative Agent, on behalf of the Affected PartiesPurchasers, or any Purchaser Agent, shall have a claim against Master Servicer to make payments pursuant to Sections 1.3(c), 3.1(b) or 3.1(c) (which claims shall be full recourse to Master Servicer) in an amount equal to the amount of such Collections that have not been set aside but and that have been so commingled; provided further, that any commingled amounts, that are not Collections, held in the SPE Account shall be withdrawn from such account within one (1) Business Day following receipt thereof; provided further, that the Master Servicer shall hold Collections that have been so set aside in a separate deposit account containing only such Collections if the Administrative Agent or any Purchaser Agent has requested that the Master Servicer not commingle or transfer funds during the Liquidation Period, or after the occurrence of any Event of Termination that has not been waived in accordance with this Agreement or after the occurrence of an Unmatured Event of Termination; and
(iiiii) subject to Sections Section 3.1(c)(iv) and 3.2(b), apply such Collections as are not required to be set aside and held in trust pursuant to clause (iii) above (including any such Collections not set aside but commingled)above, to pay Seller for additional Pool Receivables and Related Assets with respect to such Pool Receivables (each such purchase being a “Reinvestment”); provided, that, (A) if (I) the sum Asset Interest expressed as a percentage of the Purchasers’ Total Investment and the Required Reserves Net Pool Balance, would exceed 100% at such time, the Net Portfolio Balance, (II) aggregate Investment of any Purchaser Group Investment would exceed such Purchaser’s Commitment or the related Purchaser Group Commitment, (III) the then aggregate Purchasers’ Total Investment would exceed the Purchasers’ Total Commitment or (IV) the aggregate Investment of any Exiting Purchaser is greater than zero (in each case, at such time and after giving effect to such Reinvestment), then Master Servicer (for the benefit of the Purchasers) shall only make Reinvestments after not reinvest, but shall first setting set aside and holding hold in trust for the benefit of Administrative Agent on behalf of the Affected Parties Purchasers in accordance with Section 3.4, a portion of such Collections which, together with other Collections previously set aside for such purpose and then so held, shall equal the amount necessary to reduce reduce, as applicable, (i) the Purchasers’ Total Investment (ratably to the Purchasers based on each such Purchaser’s Investment) to an amount equal to or less than the Purchasers’ Total Commitment, Commitment and (ii) each Purchaser Group Investment to an amount equal to or less than the related Purchaser Group Commitment, (iii) the sum of the Purchasers’ Total Investment and the Required Reserves at such time to an amount equal to or less than the Net Portfolio Pool Balance and (iv) the aggregate Investment of all Exiting Purchasers to zero, in each case, at such time (any remaining Collections after giving effect to this proviso shall then be applied as described above in this Section 1.3(a)(ii1.3(a)(iii)); (B) in the case of any Exiting Purchaser, after its then-current Commitment Termination Date, the 10 Mylan Servicer shall not reinvest, but shall set aside and hold in trust for the benefit of the applicable Purchaser Agents, Purchasers, LOC Issuer or any other Secured Party, as applicable in accordance with Section 3.4, a portion of such Collections which, together with other Collections previously set aside and then so held, shall equal the amount necessary to reduce such Exiting Purchaser’s Investment to zero (based on its ratable share of the Purchasers’ Total Investment (it being understood and agreed that notwithstanding anything to the contrary set forth herein, solely for the purpose of determining such Exiting Purchaser’s ratable share of such Collections, such Exiting Purchaser’s Investment shall be deemed to remain constant from such then current Commitment Termination Date for such Exiting Purchaser until the date such Exiting Purchaser’s Investment has been repaid in full)) and (BC) if the conditions precedent to Reinvestment in clause (a), (b) or (d) of Section 5.2 are not satisfiedsatisfied or no Reinvestments are to be made in accordance with Section 3.2(c), then Master Servicer shall not apply any of such remaining Collections to a Reinvestment pursuant to this clause (ii)Reinvestment.
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Reinvestments of Certain Collections; Payment of Remaining Collections; Asset Interest. (a) On the close of business on each Business Day during the period from the Closing Effective Date to the Final Payout Date, Master Servicer shall, on behalf of Administrative Agent (for the benefit of the Affected Parties), out of all Collections from Pool Receivables Assets received since the end of the immediately preceding Business Day:
(i) set aside and hold in trust for Administrative Agent on behalf of the Affected Parties, an amount (based on information provided by Administrative Agent pursuant to Article II) equal to the sum of: of (a) the estimated amount of Yield accrued in respect of each Rate Tranche, (b) all other amounts due to Administrative Agent, Purchaser Agents, Purchasers or any other Affected Party hereunder (including Deemed Collections Collections, Repurchase Payments and costs and expenses described in Section 13.6) and ), (c) all Custodian fees and expenses due to the Master Custodian under the Custodian Agreement, (d) the Servicing Fee (in each case, accrued through such day and not so previously set aside or anticipated to accrue through the end of the then current Settlement Period, as determined by Master Servicer based upon, among other relevant information, the then outstanding Purchasers’ Total Investment and the Yield Rates then in effect); provided, that in the case of any Exiting Purchaser, the remainder of such Collections (equal to the excess, if any, of all such Collections, over the sum of the amounts described in clauses (a), (b) and (ce) above on any other obligations of Seller hereunder and under the other Transaction Documents accrued through such day) shall day and not be reinvested previously set aside, or then due and owing or otherwise outstanding (as described below) after the then-current Purchase Termination Date for such Exiting Purchaser and shall instead be held in trust for the benefit of such Exiting Purchaser (or, if there is more other than one Exiting Purchaser on such day, pro rata for the benefit of each such Exiting Purchaser based on such Exiting Purchaser’s Investment) and applied in accordance with clause (ii) below; provided, further, that, so long as Master Servicer is able, on each Business Day and on an equitable and consistent basis, to identify which funds are Collections on Pool Receivables, Master Servicer shall not be required to hold Collections that have been so set aside in a separate deposit account containing only such Collections, and may commingle such Collections with its own funds and funds of it Subsidiaries; it being understood that Administrative Agent, on behalf any portion of the Affected Parties, shall have a claim against Master Servicer to make payments pursuant to Sections 1.3(cTotal Investment that is not otherwise payable on the following Settlement Date), 3.1(b) or 3.1(c) (which claims shall be full recourse to Master Servicer) in an amount equal to the amount of such Collections that have not been set aside but that have been so commingled; provided further, that any commingled amounts, that are not Collections, held in the SPE Account shall be withdrawn from such account within one (1) Business Day following receipt thereof; provided further, that the Master Servicer shall hold Collections that have been so set aside in a separate deposit account containing only such Collections if the Administrative Agent or any Purchaser Agent has requested that the Master Servicer not commingle or transfer funds during the Liquidation Period, or after the occurrence of any Event of Termination that has not been waived in accordance with this Agreement or after the occurrence of an Unmatured Event of Termination; and
(ii) subject to Sections 3.1(c)(iv) and 3.2(b3.2(c), apply set aside such Collections as are not required to be set aside and held in trust pursuant to clause (i) above (including any such Collections not set aside but commingled), for Seller to pay Seller to the Originators for additional Pool Receivables Assets and Related Assets with respect to such Pool Receivables Assets (each such purchase being a “Reinvestment”); provided, that, (A) if (I) the Total Investment would exceed the sum of the Purchasers’ Total Receivables Investment Base and the Required Reserves would exceed the Net Portfolio BalanceLoan Investment Base, (II) any Purchaser Group’s Purchaser Group Committed Investment would exceed the related such Purchaser Group’s Purchaser Group Commitment, (III) any Purchaser Group’s Purchaser Group Uncommitted Investment would exceed such Purchaser Group’s Uncommitted Amount, (IV) the Purchasers’ Total Committed Investment would exceed the Purchasers’ Total Commitment Commitment, or (IVV) the aggregate Total Uncommitted Investment of any Exiting Purchaser is greater than zero would exceed the Purchasers’ Total Uncommitted Amount (in each case, at such time and after giving effect to such Reinvestment), then Master Servicer (for the benefit of the Purchasers) shall only make Reinvestments after first setting aside and holding in trust for the benefit of Administrative Agent on behalf of the Affected Parties in accordance with Section 3.4, a portion of such Collections which, together with other Collections previously set aside for such purpose and then so held, shall equal the amount necessary to reduce (i) the Purchasers’ Total Committed Investment to an amount equal to or less than the Purchasers’ Total Commitment, (ii) each Purchaser Group the Total Uncommitted Investment to an amount equal to or less than the related Purchasers’ Total Uncommitted Amount, (iii) each Purchaser Group’s Purchaser Group Committed Investment to an amount equal to or less than such Purchaser Group’s Purchaser Group Commitment, (iiiiv) each Purchaser Group’s Purchaser Group Uncommitted Investment to an amount equal to or less than such Purchaser Group’s Uncommitted Amount and (v) the sum of the Purchasers’ Total Investment and the Required Reserves at such time to an amount equal to or less than the Net Portfolio Balance sum of the Receivables Investment Base and (iv) the aggregate Loan Investment of all Exiting Purchasers to zeroBase, in each case, at such time (any remaining Collections after giving effect to this proviso shall then be applied as described above in this Section 1.3(a)(ii)); and (B) 749037980 if the conditions precedent to Reinvestment in clause (a), (b) or (d) of Section 5.2 5.3 are not satisfiedsatisfied or no Reinvestments are to be made in accordance with Section 3.2(c), then Master Servicer shall not apply any of such remaining Collections to a Reinvestment pursuant to this clause (ii)Reinvestment.
Appears in 1 contract
Reinvestments of Certain Collections; Payment of Remaining Collections; Asset Interest. (a) On the close of business on each Business Day during the period from the Closing Effective Date to the Final Payout Date, Master Servicer shall, on behalf of Administrative Agent (for the benefit of the Affected Parties), out of all Collections from Pool Receivables Assets received since the end of the immediately preceding Business Day:
(i) set aside and hold in trust for Administrative Agent on behalf of the Affected Parties, an amount (based on information provided by Administrative Agent pursuant to Article II) equal to the sum of: of (a) the estimated amount of Yield accrued in respect of each Rate Tranche, (b) all other amounts due to Administrative Agent, Purchaser Agents, Purchasers or any other Affected Party hereunder (including Deemed Collections Collections, Repurchase Payments and costs and expenses described in Section 13.6) and ), (c) all Custodian fees and expenses due to the Master Custodian under the Custodian Agreement, (d) the Servicing Fee (in each case, accrued through such day and not so previously set aside or anticipated to accrue through the end of the then current Settlement Period, as determined by Master Servicer based upon, among other relevant information, the then outstanding Purchasers’ Total Investment and the Yield Rates then in effect); provided, that in the case of any Exiting Purchaser, the remainder of such Collections (equal to the excess, if any, of all such Collections, over the sum of the amounts described in clauses (a), (b) and (ce) above on any other obligations of Seller hereunder and under the other Transaction Documents accrued through such day) shall day and not be reinvested previously set aside, or then due and owing or otherwise outstanding (as described below) after the then-current Purchase Termination Date for such Exiting Purchaser and shall instead be held in trust for the benefit of such Exiting Purchaser (or, if there is more other than one Exiting Purchaser on such day, pro rata for the benefit of each such Exiting Purchaser based on such Exiting Purchaser’s Investment) and applied in accordance with clause (ii) below; provided, further, that, so long as Master Servicer is able, on each Business Day and on an equitable and consistent basis, to identify which funds are Collections on Pool Receivables, Master Servicer shall not be required to hold Collections that have been so set aside in a separate deposit account containing only such Collections, and may commingle such Collections with its own funds and funds of it Subsidiaries; it being understood that Administrative Agent, on behalf any portion of the Affected Parties, shall have a claim against Master Servicer to make payments pursuant to Sections 1.3(cTotal Investment that is not otherwise payable on the following Settlement Date), 3.1(b) or 3.1(c) (which claims shall be full recourse to Master Servicer) in an amount equal to the amount of such Collections that have not been set aside but that have been so commingled; provided further, that any commingled amounts, that are not Collections, held in the SPE Account shall be withdrawn from such account within one (1) Business Day following receipt thereof; provided further, that the Master Servicer shall hold Collections that have been so set aside in a separate deposit account containing only such Collections if the Administrative Agent or any Purchaser Agent has requested that the Master Servicer not commingle or transfer funds during the Liquidation Period, or after the occurrence of any Event of Termination that has not been waived in accordance with this Agreement or after the occurrence of an Unmatured Event of Termination; and
(ii) subject to Sections 3.1(c)(iv) and 3.2(b3.2(c), apply set aside such Collections as are not required to be set aside and held in trust pursuant to clause (i) above (including any such Collections not set aside but commingled), for Seller to pay Seller to the Originators for additional Pool Receivables Assets and Related Assets with respect to such Pool Receivables Assets (each such purchase being a “Reinvestment”); provided, that, (A) if (I) the Total Investment would exceed the sum of the Purchasers’ Total Receivables Investment Base and the Required Reserves would exceed the Net Portfolio BalanceLoan Investment Base, (II) any Purchaser Group’s Purchaser Group Committed Investment would exceed the related such Purchaser Group’s Purchaser Group Commitment, (III) any Purchaser Group’s Purchaser Group Uncommitted Investment would exceed such Purchaser Group’s Uncommitted Amount, (IV) the Purchasers’ Total Committed Investment would exceed the Purchasers’ Total Commitment Commitment, or (IVV) the aggregate Total Uncommitted Investment of any Exiting Purchaser is greater than zero would exceed the Purchasers’ Total Uncommitted Amount (in each case, at such time and after giving effect to such Reinvestment), then Master Servicer (for the benefit of the Purchasers) shall only make Reinvestments after first setting aside and holding in trust for the benefit of Administrative Agent on behalf of the Affected Parties in accordance with Section 3.4, a portion of such Collections which, together with other Collections previously set aside for such purpose and then so held, shall equal the amount necessary to reduce (i) the Purchasers’ Total Committed Investment to an amount equal to or less than the Purchasers’ Total Commitment, (ii) each Purchaser Group the Total Uncommitted 755931971 16509877 Investment to an amount equal to or less than the related Purchasers’ Total Uncommitted Amount, (iii) each Purchaser Group’s Purchaser Group Committed Investment to an amount equal to or less than such Purchaser Group’s Purchaser Group Commitment, (iiiiv) each Purchaser Group’s Purchaser Group Uncommitted Investment to an amount equal to or less than such Purchaser Group’s Uncommitted Amount and (v) the sum of the Purchasers’ Total Investment and the Required Reserves at such time to an amount equal to or less than the Net Portfolio Balance sum of the Receivables Investment Base and (iv) the aggregate Loan Investment of all Exiting Purchasers to zeroBase, in each case, at such time (any remaining Collections after giving effect to this proviso shall then be applied as described above in this Section 1.3(a)(ii)); and (B) if the conditions precedent to Reinvestment in clause (a), (b), (d), (e) or (df) of Section 5.2 5.3 are not satisfiedsatisfied or no Reinvestments are to be made in accordance with Section 3.2(c), then Master Servicer shall not apply any of such remaining Collections to a Reinvestment pursuant to this clause (ii)Reinvestment.
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