Common use of Sale of Receipts Clause in Contracts

Sale of Receipts. Merchant and FUNDER agree that the Purchase Price under this Agreement is in exchange for the Purchased Amount, and that such Purchase Price is not intended to be, nor shall it be construed as a loan from FUNDER to Merchant. Merchant agrees that the Purchase Price is in exchange for the Receipts pursuant to this Agreement, and that it equals the fair market value of such Receipts. FUNDER has purchased and shall own all the Receipts described in this Agreement up to the full Purchased Amount as the Receipts are created. Merchant acknowledges that FUNDER’s share of Receipts collected are being held by Merchant in trust and are the sole property of FUNDER until they are remitted to FUNDER. Payments made to FUNDER in respect to the full amount of the Receipts shall be conditioned upon Merchant’s sale of products and services, and the payment therefore by Merchant’s customers. By this Agreement, Merchant transfers to FUNDER full and complete ownership of the Purchased Amount and Merchant retains no legal or equitable interest therein. FUNDER hereby appoints Merchant, and Merchant accepts appointment, as servicer for and on behalf of FUNDER for the purpose of collecting and delivering Receipts to FUNDER as required by this Agreement until FUNDER has received the Receipts Purchased Amount, and Merchant agrees that all such Receipts shall be received and held in trust for the benefit of SPFL for purposes of carrying out the terms of this Agreement. Merchant agrees that it will treat the amounts received and the Purchased Receipts delivered to FUNDER under this Agreement in a manner consistent with a sale in its accounting records and tax returns. Merchant agrees that FUNDER is entitled to audit Merchant’s accounting records upon reasonable notice in order to verify compliance. Merchant waives any rights of privacy, confidentiality or taxpayer privilege in any such litigation or arbitration in which Merchant asserts that this transaction is anything other than a sale of future receipts. In no event shall the aggregate of all amounts or any portion thereof be deemed as interest hereunder, and in the event it is found to be interest despite the parties hereto specifically representing that it is NOT interest, it shall be found that no sum charged or collected hereunder shall exceed the highest rate permissible at law. In the event that a court nonetheless determines that FUNDER has charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable law and FUNDER shall promptly refund to Merchant any interest received by FUNDER in excess of the maximum lawful rate, it being intended that Merchant not pay or contract to pay, and that FUNDER not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Merchant under applicable law result, result thereof, Merchant knowingly and willingly waives the defense of Usury in any action or proceeding.

Sale of Receipts. Merchant and FUNDER agree that the Purchase Price under this Agreement is in exchange for the Purchased Amount, and that such Purchase Price is not intended to be, nor shall it be construed as a loan from FUNDER to Merchant. Merchant agrees that the Purchase Price is in exchange for the Receipts pursuant to this Agreement, and that it equals the fair market value of such Receipts. FUNDER has purchased and shall own all the Receipts described in this Agreement up to the full Purchased Amount as the Receipts are created. Merchant acknowledges that FUNDER’s share of Receipts collected are being held by Merchant in trust and are the sole property of FUNDER until they are remitted to FUNDER. Payments made to FUNDER in respect to the full amount of the Receipts shall be conditioned upon Merchant’s sale of products and services, and the payment therefore by Merchant’s customers. By this Agreement, Merchant transfers to FUNDER full and complete ownership of the Purchased Amount and Merchant retains no legal or equitable interest therein. FUNDER hereby appoints Merchant, and Merchant accepts appointment, as servicer for and on behalf of FUNDER for the purpose of collecting and delivering Receipts to FUNDER as required by this Agreement until FUNDER has received the Receipts Purchased Amount, and Merchant agrees that all such Receipts shall be received and held in trust for the benefit of SPFL for purposes of carrying out the terms of this Agreement. Merchant agrees that it will treat the amounts received and the Purchased Receipts delivered to FUNDER under this Agreement in a manner consistent with a sale in its accounting records and tax returns. Merchant agrees that FUNDER is entitled to audit Merchant’s accounting records upon reasonable notice in order to verify compliance. Merchant waives any rights of privacy, confidentiality or taxpayer privilege in any such litigation or arbitration in which Merchant asserts that this transaction is anything other than a sale of future receipts. In no event shall the aggregate of all amounts or any portion thereof be deemed as interest hereunder, and in the event it is found to be interest despite the parties hereto specifically representing that it is NOT interest, it shall be found that no sum charged or collected hereunder shall exceed the highest rate permissible at law. In the event that a court nonetheless determines that FUNDER has charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable law and FUNDER shall promptly refund to Merchant any interest received by FUNDER in excess of the maximum lawful rate, it being intended that Merchant not pay or contract to pay, and that FUNDER not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Merchant under applicable law result, result thereof, Merchant knowingly and willingly waives the defense of Usury in any action or proceeding.. Initial: __________

Sale of Receipts. Merchant Merclunt and FUNDER agree that the Purchase Price under this Agreement is in exchange for the Purchased Amount, Amount and that such Purchase Price is not intended to be, nor shall it be construed court-Inn as a loan from Inn firm FUNDER to Merchant. Isletehant Merchant agrees that the Purchase Price is in exchange for far the sale of future Receipts pursuant to this Agreement, and that it Agreement equals the fair market value of such Receipts. FUNDER FONDER has purchased and shall own all the Receipts described in this hurl Agreement up tip to the full Purchased Amount as the Receipts are created. Merchant acknowledges that FUNDER’s share of Receipts collected are being held by Merchant in trust and are the sole property of FUNDER until they are remitted to FUNDER. cleat._ Payments made to FUNDER FENDER in respect to the full amount of the Receipts shall be conditioned upon upett Merchant’s 's sale of products and services, services and the payment therefore by Merchant’s customers. By this Agreement, Merchant transfers to FUNDER full and complete ownership of the Purchased Amount and Merchant retains no legal or equitable interest therein. FUNDER hereby appoints Merchant, and Merchant accepts appointment, as servicer for and on behalf of FUNDER for the purpose of collecting and delivering Receipts to FUNDER as required by this Agreement until FUNDER has received the Receipts Purchased Amount, and Merchant agrees that all such Receipts shall be received and held 's customers in trust for the benefit of SPFL for purposes of carrying out the terms of this Agreement. Merchant agrees that it will treat the amounts received and the Purchased Receipts delivered to FUNDER under this Agreement Ole manner provided in a manner consistent with a sale in its accounting records and tax returns. Merchant agrees that FUNDER is entitled to audit Merchant’s accounting records upon reasonable notice in order to verify compliance. Merchant waives any rights of privacy, confidentiality or taxpayer privilege in any such litigation or arbitration in which Merchant asserts that this transaction is anything other than a sale of future receiptsSection 1.1. In no event shall the aggregate of all amounts or any portion thereof be deemed as interest hereunder, hereunder and in the event it is found to be interest despite the parties hereto specifically representing that it is NOT interest, it shall be found that no sum charged or collected hereunder shall exceed the tire highest rate rote permissible at an law. In the event that Plc eVent Pig a court nonetheless determines that FUNDER has charged changed or received interest inierest hereunder in excess of the highest applicable 'applicably rate, the rate in effect hereunder shall automatically be reduced to the maximum rate rats permitted by applicable law and FUNDER ['UNDER shall promptly refund mfund to Merchant any interest received by FUNDER FONDER in excess of the maximum lawful rateram, it being intended that Merchant not pay par' or contract to paypav, and that FUNDER not nor receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may May be paid by Merchant under applicable law result, result thereof, qaplicable law_ 1.10 Power of Attorney Merchant knowingly inevocahly appoints FONDER as its agent and willingly waives the defense of Usury in atiornev-in-fact with full authority to take any action or proceedingcanine any instrument or document to nerds all obligations due to FONDER from Proccrsor/Bank. or in the case of a violation by Merchant of Section 1.12 or Ike oceamenec of an Event of Defauli under Section 4 hereof, front Merchant, under this Agreement. including without limitation (i) to obtain and adjust insurance lit) to xxxxxxx monies dm or to become do undo or in respect of any of tiro Collateral; (iii) to receive, endorse and collect any checks, notes, drafts, instnoctas, documents or Mattel paper in connection with clause (i) or clause (ii) above; (iv) in sign Merchant's name on my invoice, xxxx of Wing, or assignment directing custonlers or account dcblou to make paynicni directly to FM/DER; and (v) to file any claims or take any action or institute any proceeding which FINDER may deem in...sari: for the collection of any of the unpaid Purchased Amount from the Collateral, or otherwise to enforce its rights with respect to payment of the Putchased Amount. 1_11 Protections Against Default The following Protections i through 7 may be invoked by FONDER. immediately and without notice to Merchant in the event (a) Merchant clung. its arrangements with Processor/Bank in any way that is adverse to FONDER; (b) Merchant changes the deposit account through which the Receipts ore settled.. or permits any con] to occur that could cause diversion of any of Merchant's mansactions to anotho account; (e) Merchant interrupts the operation of this basiness (other than adverse weather, natural disasters or acts of God) transfers, moves, sells. disposes, Omsko or otherwise conveys its business or assets without (i) the express prior urine consent of FUNDER, mid (ii) the written agreement of any purchaser or transience to the aSSiltaption of all of Merchant's obligations under this Agreement pursuant to documentation satisfactory to KINDER; Or Id) Merchant lakes any action fails to take arry action, on offers any iticentive—economic or othermisc—the result of Which will be to induce any customer or customers to pay for Merchant's services with any means other than checks that are settled through Processor. These pp-Ocean/1s arc in addiiion to any other remedies available to FONDER an law, in equity or otherwise pursuant to this Agreement Protection I. The full unarmed Purchase Amount plus all fees due under this Agreement and the attacked Security Agreement become due and payable in fin immediately Protection 2. FONDER 'stay enforce the provisions of the Personal Guarantee of Perfoimance against the Guarantor. Prot.tion 3, Merchant shall, upon execution of this Agrernmni, deliver to FUNDER an executed confession of judgment in favor of FUNDER in die amount of the Purchase Amount stated in the Agreement. Upon breath of any provision in this panel-NM 1_11, FONDER inlay enter that confession of judgmtni as a M oon with the Clerk of the Ceud-andencone thereon. Pralashon 4. FONDER may enforce ILS Santa), interest 111 the Collateral identified in Article III hereof. Praleeiinit 5. The cerise Purchase .Amount snail become immediately refundable to FINDER from Merchant. Protection In. KINDER may unnamed to protect and enforce its rights and 02-02-15 remedies in lawsuit In any such lawsuit, in which FONDER shall recover judgment against Merchant. Merchant shall be liable for all of FUNDER 's costs of lawsuit, including but 1101 limited to all insoluble altOrneyS' fees and ctn.' cosls- Protection 7. Merchant shalt, upon execution of this Agreement, deliver to FUNDER an esseohed assignment of tease of Merchant's premises in favor of FUNDER. Upon breach of any provision in this purattinpli 1.12. FUNDER may exercise its rights under such assignment of lease. Protection IL FONDER may debit Merchant's depository accounts wherever situated by means of ACH debit or facsimile signature on a computer-generated check drawn on Mercnant's bank account or otherwise 1.12 Protection of !minim:Ilion. Menelort and each person signing this Agreement on behalf of Merchant and/or as Owner, in respect of himself on herself personally, authwines FONDER to disclose information con.sning Merchant's and each Owner's credit standing (including credit harem reports htat FONDER obtains) and business conduct only to axons, affiliates, subsidiaries, and credit reporting humans. Merchant and each Owncr hereby Faives to Me maximum extent permitted by Law any claim for damages againstONDER or any of its affiliates and the Noders relating to any (i) investigation undertaken by or on behalf of FUNDER as permitted by this Agreement or (ii) disclosure of information as peonated by this Agrmtnent. 1.13