Common use of Reinvestments of Certain Collections; Payment of Remaining Collections; Asset Portfolios Clause in Contracts

Reinvestments of Certain Collections; Payment of Remaining Collections; Asset Portfolios. (a) On the close of business on each Business Day during the period from the Closing Date, with respect to the SCC Receivable Pool and the Restatement Effective Date, with respect to the ISC Receivable Pool, to the Final Payout Date, the Servicer shall in respect of each Receivable Pool out of all Collections from Pool Receivables relating to such Receivable Pool received (or deemed received) since the end of the immediately preceding Business Day: (i) set aside and hold in trust for the applicable Administrative Agent on behalf of each Purchaser Group, an amount (the “Pool Hold-Back Amount”) (based on information provided by such Administrative Agent pursuant to Article II) equal to the sum of: (a) the estimated amount of aggregate Yield accrued in respect of each Rate Tranche relating to such Receivable Pool, (b) all other Obligations payable to the Administrative Agents, the Collateral Agent, Purchaser Agents, Purchasers or any other Affected Party hereunder which have been allocated by the Servicer to such Receivable Pool pursuant to Section 8.2(a) and (c) the estimated amount of such Receivable Pool’s Pro Rata Share of 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 the Servicer based upon, among other relevant information, the then outstanding Purchasers’ Pool Investment and the Yield Rates then in effect in respect of such Receivable Pool), and (d) in respect of the ISC Receivable Pool, an amount equal to the then current Estimated ISC Cap Deficiency Amount, and prior to the time that an amount equal to the ISC Cap Reserve Amount has been remitted to the ISC Cap Reserve Account following the Cap Account Trigger Date pursuant to Section 8.9(b), an amount equal to the ISC Cap Reserve Amount; provided, that the Servicer shall not be required to hold Collections relating to any Receivable Pool that have been so set aside in a separate deposit account containing only such Collections, and may commingle such Collections with its own funds, so long as the Servicer is able, on each Business Day and on an equitable and consistent basis, to identify which funds are Collections relating to each such Receivable Pool; it being understood that the Collateral Agent and applicable Administrative Agent, on behalf of Purchasers, shall have a claim against the Servicer to make payments pursuant to Sections 1.3(c), 3.1(b) or 3.1(d) in respect of a Receivable Pool (which claims shall be full recourse to the Servicer) in an amount equal to the amount of such Collections relating to such Receivable Pool that have not been set aside but that have been so commingled; provided further, that the Servicer shall hold Collections that have been so set aside in a separate deposit account containing only such Collections if the Collateral Agent or any Administrative Agent has requested that the Servicer not commingle funds during the continuance of any Specified Unmatured Event, Event of Termination, Collection Control Event or Non-Reinvestment Event; and (ii) subject to Sections 3.1(b), 3.1(c)(iv), 3.1(d), 3.2(a) and 3.2(b), apply such Collections in excess of the Pool Hold-Back Amount relating to such Receivable Pool which 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 make Reinvestments in additional Pool Receivables and Related Assets relating to such Receivable Pool and, to the extent of any such amounts remaining after such Reinvestments, to be applied as RPA Deferred Purchase Price on existing Pool Receivables and Related Assets relating to such Receivable Pool; provided, that, (A) if (I) the sum of the Purchasers’ Pool Investment and the Required Reserves in respect of any Receivable Pool would exceed the Net Portfolio Balance for such Receivable Pool, (II) any Purchaser Group Investment in respect of such Receivable Pool would exceed the related Purchaser Group Commitment in respect of such Receivable Pool, (III) the Purchasers’ Pool Investment in respect of such Receivable Pool would exceed the Purchasers’ Pool Commitment in respect of such Receivable Pool 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 the Servicer shall only make Reinvestments or apply such remaining amounts as RPA Deferred Purchase Price, as applicable, after first setting aside and holding in trust for the benefit of the applicable Administrative Agent on behalf of each Purchaser Group, in addition to the Pool Hold-Back Amount, a portion of such available Collections relating to such Receivable Pool not previously set aside for such purpose and then so held in respect of such Receivable Pool equal to the sum of the following amounts (the “Pool Deficiency Amount”) (i) the amount, if any, which is necessary to reduce the sum of the Purchasers’ Pool Investment in such Receivable Pool and the Required Reserves in respect of such Receivable Pool at such time to an amount equal to the Net Portfolio Balance for such Receivable Pool at such time, plus (ii) the amount, if any, which is necessary to reduce the aggregate Investment in respect of such Receivable Pool of all Exiting Purchasers in such Receivable Pool to zero, plus (iii) the amount necessary to reduce the Purchasers’ Pool Investment in respect of such Receivable Pool to an amount equal to the Purchasers’ Pool Commitment in respect of such Receivable Pool, plus (iv) the amount, if any, necessary to reduce each Purchaser Group Investment in respect of such Receivable Pool to an amount equal to or less than the related Purchaser Group Commitment in respect of such Receivable Pool, plus (v) the amount, if any, equal to the difference between the Available Pool Deficiency Amount in respect of the other Receivable Pool which has been set aside for the purposes set forth in clauses (i) through (iv) in respect of such other Receivable Pool and the Pool Deficiency Amount for such other Receivable Pool, in each case, at such time (any remaining Collections relating to such Receivable Pool 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 clauses (a) or (b) of Section 5.2 are not satisfied or no Reinvestments are to be made in accordance with Section 3.2(d), then the Servicer shall not apply any of such remaining Collections to a Reinvestment or as RPA Deferred Purchase Price pursuant to this clause (ii) (it being understood and agreed that, in any event, no portion of the RPA Deferred Purchase Price in respect of any Receivable Pool may be paid to any Seller on any applicable date if, on or prior to such date, an Event of Termination, Collection Control Event or Non-Reinvestment Event has occurred and is continuing or the Liquidation Period has commenced, in each case, until Obligations have been indefeasibly paid in full in cash).

Appears in 1 contract

Samples: Receivables Purchase Agreement (SPRINT Corp)

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Reinvestments of Certain Collections; Payment of Remaining Collections; Asset Portfolios. (a) On the close of business on each Business Day during the period from the Closing Date, with respect to the SCC Receivable Pool and Pool, the Restatement Effective Date, with respect to the ISC Receivable Pool and the Second Restatement Effective Date, with respect to the Lease Receivable Pool, to the Final Payout Date, the Servicer shall in respect of each Receivable Pool out of all Collections from Pool Receivables relating to such Receivable Pool received (or deemed received) since the end of the immediately preceding Business Day: (i) set aside and hold in trust for the applicable Administrative Agent on behalf of each Purchaser Group, an amount (the “Pool Hold-Back Amount”) (based on information provided by such Administrative Agent pursuant to Article II) equal to the sum of: (aA) the estimated amount of aggregate Yield accrued in respect of each Rate Tranche relating to such Receivable Pool, (bB) all other Obligations payable to the Administrative Agents, the Collateral Agent, Purchaser Agents, Purchasers or any other Affected Party hereunder which have been allocated by the Servicer to such Receivable Pool pursuant to Section 8.2(a) and ), (cC) the estimated amount of such Receivable Pool’s Pro Rata Share of 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 the Servicer based upon, among other relevant information, the then outstanding Purchasers’ Pool Investment and the Yield Rates then in effect in respect of such Receivable Pool), and (dD) in respect of the ISC Receivable Pool and Lease Receivable Pool, an amount equal to the then current Estimated ISC Cap Deficiency Amount, and prior to the time that an amount equal to the ISC Cap Reserve Amount has been remitted to the ISC Cap Reserve Account following the Cap Account Trigger Date pursuant to Section 8.9(b), an amount equal to the ISC Cap Reserve Amount; provided, that the Servicer shall not be required to hold Collections relating to any Receivable Pool that have been so set aside in a separate deposit account containing only such Collections, and may commingle such Collections with its own funds, so long as the Servicer is able, on each Business Day and on an equitable and consistent basis, to identify which funds are Collections relating to each such Receivable Pool; it being understood that the Collateral Agent and applicable Administrative Agent, on behalf of Purchasers, shall have a claim against the Servicer to make payments pursuant to Sections 1.3(c), 3.1(b) or 3.1(d) in respect of a Receivable Pool (which claims shall be full recourse to the Servicer) in an amount equal to the amount of such Collections relating to such Receivable Pool that have not been set aside but that have been so commingled; provided further, that the Servicer shall hold Collections that have been so set aside in a separate deposit account containing only such Collections if the Collateral Agent or any Administrative Agent has requested that the Servicer not commingle funds during the continuance of any Specified Unmatured Event, Event of Termination, Collection Control Event or Non-Reinvestment Event; and (ii) subject to Sections 3.1(b), 3.1(c)(iv), 3.1(d), 3.2(a) and 3.2(b), apply such Collections in excess of the Pool Hold-Back Amount relating to such Receivable Pool which 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 make Reinvestments in additional Pool Receivables and Related Assets relating to such Receivable Pool and, to the extent of any such amounts remaining after such Reinvestments, to be applied as RPA Deferred Purchase Price on existing Pool Receivables and Related Assets relating to such Receivable Pool; provided, that, (A) if (I) the sum of the Purchasers’ Pool Investment and the Required Reserves in respect of any Receivable Pool would exceed the Net Portfolio Balance for such Receivable Pool, (II) any Purchaser Group Investment in respect of such Receivable Pool would exceed the related Purchaser Group Commitment in respect of such Receivable Pool, (III) the Purchasers’ Pool Investment in respect of such Receivable Pool would exceed the Purchasers’ Pool Commitment in respect of such Receivable Pool 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 the Servicer shall only make Reinvestments or apply such remaining amounts as RPA Deferred Purchase Price, as applicable, after first setting aside and holding in trust for the benefit of the applicable Administrative Agent on behalf of each Purchaser Group, in addition to the Pool Hold-Back Amount, a portion of such available Collections relating to such Receivable Pool not previously set aside for such purpose and then so held in respect of such Receivable Pool equal to the sum of the following amounts (the “Pool Deficiency Amount”)Pool (i) the amount, if any, which is necessary to reduce the sum of the Purchasers’ Pool Investment in such Receivable Pool and the Required Reserves in respect of such Receivable Pool at such time to an amount equal to the Net Portfolio Balance for such Receivable Pool at such time, plus (ii) the amount, if any, which is necessary to reduce the aggregate Investment in respect of such Receivable Pool of all Exiting Purchasers in such Receivable Pool to zero, plus (iii) the amount necessary to reduce the Purchasers’ Pool Investment in respect of such Receivable Pool to an amount equal to the Purchasers’ Pool Commitment in respect of such Receivable Pool, plus (iv) the amount, if any, necessary to reduce each Purchaser Group Investment in respect of such Receivable Pool to an amount equal to or less than the related Purchaser Group Commitment in respect of such Receivable Pool, plus (v) the amount, if any, equal to the difference between the Available Pool Deficiency Amount in respect of the other Receivable Pool which has been set aside for the purposes set forth in clauses (i) through (iv) in respect of such other Receivable Pool and the Pool Deficiency Amount for such other Receivable Pool, in each case, at such time (any remaining Collections relating to such Receivable Pool 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 clauses (a) or (b) of Section 5.2 are not satisfied or no Reinvestments are to be made in accordance with Section 3.2(d3.2(e), then the Servicer shall not apply any of such remaining Collections to a Reinvestment or as RPA Deferred Purchase Price pursuant to this clause (ii) (it being understood and agreed that, in any event, no portion of the RPA Deferred Purchase Price in respect of any Receivable Pool may be paid to any Seller on any applicable date if, on or prior to such date, an Event of Termination, Collection Control Event or Non-Reinvestment Event has occurred and is continuing or the Liquidation Period has commenced, in each case, until Obligations have been indefeasibly paid in full in cash).

Appears in 1 contract

Samples: Receivables Purchase Agreement (SPRINT Corp)

Reinvestments of Certain Collections; Payment of Remaining Collections; Asset Portfolios. (a) On the close of business on each Business Day during the period from the Closing Date, with respect to the SCC Receivable Pool and Pool, the Restatement Effective Date, with respect to the ISC Receivable Pool and the Second Restatement Effective Date, with respect to the Lease Receivable Pool, to the Final Payout Date, the Servicer shall in respect of each Receivable Pool out of all Collections from Pool Receivables relating to such Receivable Pool received (or deemed received) since the end of the immediately preceding Business Day: (i) set aside and hold in trust for the applicable Administrative Agent on behalf of each Purchaser Group, an amount (the “Pool Hold-Back Amount”) (based on information provided by such Administrative Agent pursuant to Article II) equal to the sum of: (a) the estimated amount of aggregate Yield accrued in respect of each Rate Tranche relating to such Receivable Pool, (b) all other Obligations payable to the Administrative Agents, the Collateral Agent, Purchaser Agents, Purchasers or any other Affected Party hereunder which have been allocated by the Servicer to such Receivable Pool pursuant to Section 8.2(a) and (c) the estimated amount of such Receivable Pool’s Pro Rata Share of 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 the Servicer based upon, among other relevant information, the then outstanding Purchasers’ Pool Investment and the Yield Rates then in effect in respect of such Receivable Pool), and (d) in respect of the ISC Receivable Pool and Lease Receivable Pool, an amount equal to the then current Estimated ISC Cap Deficiency Amount, and prior to the time that an amount equal to the ISC Cap Reserve Amount has been remitted to the ISC Cap Reserve Account following the Cap Account Trigger Date pursuant to Section 8.9(b), an amount equal to the ISC Cap Reserve Amount; provided, that the Servicer shall not be required to hold Collections relating to any Receivable Pool that have been so set aside in a separate deposit account containing only such Collections, and may commingle such Collections with its own funds, so long as the Servicer is able, on each Business Day and on an equitable and consistent basis, to identify which funds are Collections relating to each such Receivable Pool; it being understood that the Collateral Agent and applicable Administrative Agent, on behalf of Purchasers, shall have a claim against the Servicer to make payments pursuant to Sections 1.3(c), 3.1(b) or 3.1(d) in respect of a Receivable Pool (which claims shall be full recourse to the Servicer) in an amount equal to the amount of such Collections relating to such Receivable Pool that have not been set aside but that have been so commingled; provided further, that the Servicer shall hold Collections that have been so set aside in a separate deposit account containing only such Collections if the Collateral Agent or any Administrative Agent has requested that the Servicer not commingle funds during the continuance of any Specified Unmatured Event, Event of Termination, Collection Control Event or Non-Reinvestment Event; and (ii) subject to Sections 3.1(b), 3.1(c)(iv), 3.1(d), 3.2(a) and 3.2(b), apply such Collections in excess of the Pool Hold-Back Amount relating to such Receivable Pool which 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 make Reinvestments in additional Pool Receivables and Related Assets relating to such Receivable Pool and, to the extent of any such amounts remaining after such Reinvestments, to be applied as RPA Deferred Purchase Price on existing Pool Receivables and Related Assets relating to such Receivable Pool; provided, that, (A) if (I) the sum of the Purchasers’ Pool Investment and the Required Reserves in respect of any Receivable Pool would exceed the Net Portfolio Balance for such Receivable Pool, (II) any Purchaser Group Investment in respect of such Receivable Pool would exceed the related Purchaser Group Commitment in respect of such Receivable Pool, (III) the Purchasers’ Pool Investment in respect of such Receivable Pool would exceed the Purchasers’ Pool Commitment in respect of such Receivable Pool 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 the Servicer shall only make Reinvestments or apply such remaining amounts as RPA Deferred Purchase Price, as applicable, after first setting aside and holding in trust for the benefit of the applicable Administrative Agent on behalf of each Purchaser Group, in addition to the Pool Hold-Back Amount, a portion of such available Collections relating to such Receivable Pool not previously set aside for such purpose and then so held in respect of such Receivable Pool equal to the sum of the following amounts (the “Pool Deficiency Amount”) (i) the amount, if any, which is necessary to reduce the sum of the Purchasers’ Pool Investment in such Receivable Pool and the Required Reserves in respect of such Receivable Pool at such time to an amount equal to the Net Portfolio Balance for such Receivable Pool at such time, plus (ii) the amount, if any, which is necessary to reduce the aggregate Investment in respect of such Receivable Pool of all Exiting Purchasers in such Receivable Pool to zero, plus (iii) the amount necessary to reduce the Purchasers’ Pool Investment in respect of such Receivable Pool to an amount equal to the Purchasers’ Pool Commitment in respect of such Receivable Pool, plus (iv) the amount, if any, necessary to reduce each Purchaser Group Investment in respect of such Receivable Pool to an amount equal to or less than the related Purchaser Group Commitment in respect of such Receivable Pool, plus (v) the amount, if any, equal to the difference between the Available Pool Deficiency Amount in respect of the other Receivable Pool which has been set aside for the purposes set forth in clauses (i) through (iv) in respect of such other Receivable Pool and the Pool Deficiency Amount for such other Receivable Pool, in each case, at such time (any remaining Collections relating to such Receivable Pool 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 clauses (a) or (b) of Section 5.2 are not satisfied or no Reinvestments are to be made in accordance with Section 3.2(d), then the Servicer shall not apply any of such remaining Collections to a Reinvestment or as RPA Deferred Purchase Price pursuant to this clause (ii) (it being understood and agreed that, in any event, no portion of the RPA Deferred Purchase Price in respect of any Receivable Pool may be paid to any Seller on any applicable date if, on or prior to such date, an Event of Termination, Collection Control Event or Non-Reinvestment Event has occurred and is continuing or the Liquidation Period has commenced, in each case, until Obligations have been indefeasibly paid in full in cash).the

Appears in 1 contract

Samples: Receivables Purchase Agreement (SPRINT Corp)

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Reinvestments of Certain Collections; Payment of Remaining Collections; Asset Portfolios. (a) On the close of business on each Business Day during the period from the Closing Date, with respect to the SCC Receivable Pool and Pool, the Restatement Effective Date, with respect to the ISC Receivable Pool, the Second Restatement Effective Date, with respect to the Lease Receivable Pool, and the Third Restatement Effective Date, with respect to the MTM Lease Receivable Pool, to the Final Payout Date, the Servicer shall in respect of each Receivable Pool out of all Collections from Pool Receivables relating to such Receivable Pool received (or deemed received) since the end of the immediately preceding Business Day: (i) set aside and hold in trust for the applicable Administrative Collateral Agent on behalf of each Purchaser Group, an amount (the “Pool Hold-Back Amount”) (based on information provided by such the Administrative Agent pursuant to Article II) equal to the sum of: (aA) the estimated amount of aggregate Yield accrued in respect of each Rate Tranche relating to such Receivable Pool, (bB) all other Obligations payable to the Administrative AgentsAgent, the Collateral Agent, Purchaser Agents, Purchasers Purchasers, or any other Affected Party hereunder which have been allocated by the Servicer to such Receivable Pool pursuant to Section 8.2(a) and ), (cC) the estimated amount of such Receivable Pool’s Pro Rata Share of 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 the Servicer based upon, among other relevant information, the then outstanding Purchasers’ Pool Investment and the Yield Rates then in effect in respect of such Receivable Pool), and (dD) in respect of the ISC Receivable Pool and Lease Receivable Pool, an amount equal to the then current Estimated ISC Cap Deficiency Amount, and prior to the time that an amount equal to the ISC Cap Reserve Amount has been remitted to the ISC Cap Reserve Account following the Cap Account Trigger Date pursuant to Section 8.9(b), an amount equal to the ISC Cap Reserve Amount; provided, that the Servicer shall not be required to hold Collections relating to any Receivable Pool that have been so set aside in a separate deposit account containing only such Collections, and may commingle such Collections with its own funds, so long as the Servicer is able, on each Business Day and on an equitable and consistent basis, to identify which funds are Collections relating to each such Receivable Pool; it being understood that the Collateral Agent and applicable the Administrative Agent, on behalf of Purchasers, shall have a claim against the Servicer to make payments pursuant to Sections 1.3(c), 3.1(b) ), or 3.1(d) in respect of a Receivable Pool (which claims shall be full recourse to the Servicer) in an amount equal to the amount of such Collections relating to such Receivable Pool that have not been set aside but that have been so commingled; provided further, that the Servicer shall hold Collections that have been so set aside in a separate deposit account containing only such Collections if the Collateral Agent or any the Administrative Agent has requested that the Servicer not commingle funds during the continuance of any Specified Unmatured Event, Event of Termination, Collection Control Event Event, or Non-Reinvestment Event; and (ii) subject to Sections 3.1(b), 3.1(c)(iv), 3.1(d), 3.2(a) ), and 3.2(b), apply such Collections in excess of the Pool Hold-Back Amount relating to such Receivable Pool which 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 make Reinvestments in additional Pool Receivables and Related Assets relating to such Receivable Pool and, to the extent of any such amounts remaining after such Reinvestments, to be applied as RPA Deferred Purchase Price on existing Pool Receivables and Related Assets relating to such Receivable Pool; provided, that, (A) if (I) the sum of the Purchasers’ Pool Investment and the Required Reserves in respect of any Receivable Pool would exceed the Net Portfolio Balance for such Receivable Pool, (II) (x) any Purchaser Group Investment in respect of such the SCC Receivable Pool Pool, would exceed the related Purchaser Group Commitment in respect of such the SCC Receivable Pool, or (y) the aggregate Purchaser Group Investment in respect of all of the Receivable Pools which comprise the Combined Receivable Pools would exceed the related Purchaser Group Commitment in respect of the Combined Receivable Pools, (III) (x) the Purchasers’ Pool Investment in respect of such the SCC Receivable Pool would exceed the Purchasers’ Pool Commitment in respect of such the SCC Receivable Pool Pool, or (IVy) the aggregate Purchasers’ Pool Investment of any Exiting Purchaser is greater than zero (in each case, at such time and after giving effect to such Reinvestment), then the Servicer shall only make Reinvestments or apply such remaining amounts as RPA Deferred Purchase Price, as applicable, after first setting aside and holding in trust for the benefit of the applicable Administrative Agent on behalf of each Purchaser Group, in addition to the Pool Hold-Back Amount, a portion of such available Collections relating to such Receivable Pool not previously set aside for such purpose and then so held in respect of such Receivable Pool equal to the sum all of the following amounts (the “Pool Deficiency Amount”)Receivable (i) the amount, if any, which is necessary to reduce the sum of the Purchasers’ Pool Investment in such Receivable Pool and the Required Reserves in respect of such Receivable Pool at such time to an amount equal to the Net Portfolio Balance for such Receivable Pool at such time, plus (ii) the amount, if any, which is necessary to reduce the aggregate Investment in respect of such Receivable Pool of all Exiting Purchasers in such Receivable Pool to zero, plus (iii) (x) in respect of the SCC Receivable Pool, the amount necessary to reduce the Purchasers’ Pool Investment in respect of such the SCC Receivable Pool to an amount equal to the Purchasers’ Pool Commitment in respect of such the SCC Receivable Pool, and (y) in respect of each of the Receivable Pools which comprise the Combined Receivable Pools, the amount necessary to reduce the aggregate Purchasers’ Pool Investment in respect of all of the Receivable Pools that comprise the Combined Receivable Pools to an amount equal to the Purchasers’ Pool Commitment in respect of the Combined Receivable Pools, plus (iv) (x) in respect of the SCC Receivable Pool, the amount, if any, necessary to reduce each Purchaser Group Investment in respect of such the SCC Receivable Pool to an amount equal to or less than the related Purchaser Group Commitment in respect of such Receivable Pool, and (y) in respect of each of the Receivable Pools which comprise the Combined Receivable Pools, the amount, if any, necessary to reduce the aggregate Purchaser Group Investment in respect of all of the Receivable Pools that comprise the Combined Receivable Pools to an amount equal to or less than the Purchaser Group Commitment in respect of the Combined Receivable Pools, plus (v) the amount, if any, equal to the difference between the Available Pool Deficiency Amount in respect of the other Receivable Pool which has been set aside for the purposes set forth in clauses (i) through (iv) in respect of such other Receivable Pool and the Pool Deficiency Amount for such other Receivable Pool, in each case, at such time (any remaining Collections relating to such Receivable Pool 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 clauses (a) or (b) of Section 5.2 are not satisfied or no Reinvestments are to be made in accordance with Section 3.2(d3.2(e), then the Servicer shall not apply any of such remaining Collections to a Reinvestment or as RPA Deferred Purchase Price pursuant to this clause (ii) (it being understood and agreed that, in any event, no portion of the RPA Deferred Purchase Price in respect of any Receivable Pool may be paid to any Seller on any applicable date if, on or prior to such date, an Event of Termination, Collection Control Event Event, or Non-Reinvestment Event has occurred and is continuing or the Liquidation Period has commenced, in each case, until Obligations have been indefeasibly paid in full in cash). Notwithstanding anything to the contrary set forth in this Section 1.3, for purposes of determining the Pool Deficiency Amount under clause (ii)(A)(II) and clause (ii)(A)(III) of this Section 1.3(a), in respect of each of the Receivable Pools which comprises a portion of the Combined Receivable Pools, the maximum amount to be set aside as the Pool Deficiency Amount in respect of such Receivable Pool in respect of each such clause shall not exceed such Receivable Pool’s Pro Rata Share of the deficiency amount determined under such clause.

Appears in 1 contract

Samples: Receivables Purchase Agreement (SPRINT Corp)

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