Common use of Sale of Seller Receivables Clause in Contracts

Sale of Seller Receivables. (a) The Seller hereby Transfers, without recourse (except as expressly provided herein), to the Buyer, on the terms and subject to the conditions specifically set forth herein, on a servicing included basis (as provided in Section 5.01 hereof), all of the Seller’s right, title and interest in, to and under all Seller Receivables existing on the date hereof and hereafter created from time to time until the Termination Date, all Related Security and Collections with respect thereto and all proceeds of the foregoing, together with all of the Seller’s rights, remedies, powers and privileges with respect to the Seller Receivables (collectively, the “Receivable Assets”). (b) The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be created as, a purchase by the Buyer and a sale by the Seller of Receivable Assets and not as a lending transaction. The foregoing Transfers do not constitute and are not intended to result in a creation or assumption by the Buyer of any obligation or liability with respect to any Seller Receivable or Contract, nor shall the Buyer be obligated to perform or otherwise be responsible for any obligation of the Seller or any other Person in connection with any Receivable Assets or under any agreement or instrument relating thereto. (c) In connection with the foregoing Transfers, the Seller agrees to record and file, at its own expense, proper financing statements or other applicable filings (and proper continuation or comparable statements with respect to such financing statements or other filings when applicable) with respect to the Receivable Assets now and hereafter from time to time acquired by the Buyer under this Agreement, in such manner and in such jurisdictions as are necessary to perfect the Transfers of the Receivable Assets to the Buyer hereunder, and to deliver copies of such financing statements or other applicable filings to the Buyer and the Agent on or prior to the initial Purchase under the Canadian Receivables Purchase Agreement. Such financing statements or other applicable filings shall name the Seller as debtor/seller and the Buyer as secured party/buyer.

Sale of Seller Receivables. (a) The Each Seller hereby Transferssells, transfers and assigns to the Buyer, without recourse (except as expressly provided herein), subject to the Buyerterms and conditions specifically set forth herein, and the Buyer hereby purchases, on the terms and subject to the conditions specifically set forth herein, on a servicing included basis (as provided in Section 5.01 hereof), all of the such Seller’s 's right, title and interest in, to and under all Seller Receivables existing on the date hereof and hereafter created from time to time until the Termination Date, all Related Security and Collections with respect thereto and all proceeds of the foregoing, together with all of the such Seller’s rights, remedies, powers and privileges 's Rights with respect to the such Seller Receivables (collectively, the “Receivable Assets”"RECEIVABLE ASSETS"). (b) The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be created treated as, a purchase by the Buyer and a sale by the Seller each Seller, of Receivable Assets and not as a lending transaction. The foregoing Transfers sales, transfers, assignments and/or contributions do not constitute and are not intended to result in a creation or assumption by the Buyer of any obligation or liability with respect to any Seller Receivable or Contract, nor shall the Buyer be obligated to perform or otherwise be responsible for any obligation of the any Seller or any other Person in connection with any Receivable Assets or under any agreement or instrument relating thereto. (c) In connection with the foregoing Transferssales, transfers, assignments and/or contributions, each of the Seller Sellers agrees to record and file, at its own expense, proper financing statements or other applicable filings (and proper continuation or comparable statements with respect to such financing statements or other filings when applicable) with respect to the Receivable Assets now and hereafter from time to time acquired by the Buyer under this Agreement, in such manner and in such jurisdictions as are reasonably necessary to perfect the Transfers sales, transfers, assignments and/or contributions of the Receivable Assets to the Buyer hereunder, and to deliver executed copies of such financing statements or other applicable filings to the Buyer and the Administrative Agent on or prior to the initial Purchase under the Canadian Receivables either Purchase Agreement. Such financing statements or other applicable filings shall name each of the Seller Sellers as debtor/seller and seller, the Buyer as secured party/buyerbuyer and the Administrative Agent as assignee.

Sale of Seller Receivables. (ai) The Each Seller hereby Transfersratifies and confirms each sale, transfer and assignment of the right, title and interest in, to and under all such Seller’s Seller Receivables, all Related Security and Collections with respect thereto and all proceeds of the foregoing pursuant to the Existing Receivables Sale Agreement and (ii) each Seller hereby sells, transfers and assigns, without recourse (except as expressly provided herein), to the Buyer, on the terms and subject to the conditions specifically set forth herein, on a servicing included basis (as provided in Section 5.01 hereof), all of the such Seller’s right, title and interest in, to and under all Seller Receivables existing on the date hereof and hereafter created from time to time until the Termination DateDate or, in the case of a Seller that ceases to be an Originator, the date on which such Seller ceases to be an Originator, all Related Security and Collections with respect thereto and all proceeds of the foregoing, together with all of the such Seller’s rights, remedies, powers and privileges with respect to the such Seller Receivables (collectively, the “Receivable Assets”). (b) The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be created treated as, a purchase by the Buyer and a sale by the each Seller of Receivable Assets and not as a lending transaction. The foregoing Transfers sales, transfers and assignments do not constitute and are not intended to result in a creation or assumption by the Buyer of any obligation or liability with respect to any Seller Receivable or Contract, nor shall the Buyer be obligated to perform or otherwise be responsible for any obligation of the any Seller or any other Person in connection with any Receivable Assets or under any agreement or instrument relating thereto. (c) In connection with the foregoing Transferssales, the transfers and assignments, each Seller agrees to record and file, at its own expense, proper financing statements or other applicable filings (and proper continuation or comparable financing change statements with respect to such financing statements or other filings when applicable) and, if applicable, equivalent documentation in the Province of Quebec with respect to the Receivable Assets now and hereafter from time to time acquired by the Buyer under this Agreement, in such manner and in such jurisdictions as are necessary to perfect the Transfers sales, transfers and assignments of the Receivable Assets to the Buyer hereunder, and to deliver copies of such financing statements or and other applicable filings documentation to the Buyer and the Agent on or prior to the initial Purchase under the Canadian Receivables Purchase Agreement. Such financing statements or other applicable filings shall name the such Seller as debtor/seller and seller, the Buyer as secured party/buyerbuyer and the Agent as assignee or, if applicable, in the Province of Quebec, shall name such Seller as assignor and the Buyer as assignee. (d) The sale by Crown (Canada) is on a servicing included basis, and accordingly Crown (Canada) shall perform such servicing activities, as delegatee of the Buyer’s Servicer or the Servicer, as it may be requested to do so from time to time, for no additional consideration, but subject to and in compliance with the last paragraph of Section 5.01 hereof and Section 11.15 of the Receivables Purchase Agreement.

Sale of Seller Receivables. (a) The Seller hereby Transferssells, transfers and assigns, without recourse (except as expressly provided herein), to the Buyer, on the terms and subject to the conditions specifically set forth herein, on a servicing included basis (as provided in Section 5.01 hereof), all of the Seller’s right, title and interest in, to and under all Seller Receivables existing on the date hereof and hereafter created from time to time until the Termination Date, all Related Security and Collections with respect thereto and all proceeds of the foregoing, together with all of the Seller’s rights, remedies, powers and privileges with respect to the such Seller Receivables (collectively, the “Receivable Assets”). (b) The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be created as, a purchase by the Buyer and a sale by the Seller of Receivable Assets and not as a lending transaction. The foregoing Transfers sales, transfers and assignments do not constitute and are not intended to result in a creation or assumption by the Buyer of any obligation or liability with respect to any Seller Receivable or Contract, nor shall the Buyer be obligated to perform or otherwise be responsible for any obligation of the Seller or any other Person in connection with any Receivable Assets or under any agreement or instrument relating thereto. (c) In connection with the foregoing Transferssales, transfers and assignments, the Seller agrees to record and file, at its own expense, proper financing statements or other applicable filings (and proper continuation or comparable statements with respect to such financing statements or other filings when applicable) with respect to the Receivable Assets now and hereafter from time to time acquired by the Buyer under this Agreement, in such manner and in such jurisdictions as are necessary to perfect the Transfers sales, transfers and assignments of the Receivable Assets to the Buyer hereunder, and to deliver copies of such financing statements or other applicable filings to the Buyer and the Agent on or prior to the initial Purchase under the Canadian Second Amended and Restated Receivables Purchase Agreement. Such financing statements or other applicable filings shall name the Seller as debtor/seller and seller, the Buyer as secured party/buyerbuyer and the Agent as assignee.

Sale of Seller Receivables. (ai) The Each Seller hereby Transfersratifies and confirms each sale, transfer and assignment of the right, title and interest in, to and under all such Seller’s Seller Receivables, all Releated Security and Collections with respect thereto and all proceeds of the foregoing pursuant to the Existing Receivables Contribution and Sale Agreement and (ii) each Seller (other than the Former Canadian Seller) sells, transfers and assigns, without recourse (except as expressly provided herein), to the Buyer, on the terms and subject to the conditions specifically set forth herein, on a servicing included basis (as provided in Section 5.01 hereof), all of the such Seller’s right, title and interest in, to and under all Seller Receivables existing on the date hereof and hereafter created from time to time until the Termination DateDate or, in the case of a Seller that ceases to be an Originator, the date on which such Seller ceases to be an Originator, all Related Security and Collections with respect thereto and all proceeds of the foregoing, together with all of the such Seller’s rights, remedies, powers and privileges with respect to the such Seller Receivables (collectively, the “Receivable Assets”). (b) The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be created treated as, a purchase by the Buyer and a sale by the each Seller of Receivable Assets and not as a lending transaction. The foregoing Transfers sales, transfers and assignments do not constitute and are not intended to result in a creation or assumption by the Buyer of any obligation or liability with respect to any Seller Receivable or Contract, nor shall the Buyer be obligated to perform or otherwise be responsible for any obligation of the any Seller or any other Person in connection with any Receivable Assets or under any agreement or instrument relating thereto. (c) In connection with the foregoing Transferssales, the transfers and assignments, each Seller agrees to record and file, at its own expense, proper financing statements or other applicable filings (and proper continuation or comparable financing change statements with respect to such financing statements or other filings when applicable) and, if applicable, equivalent documentation in Quebec with respect to the Receivable Assets now and hereafter from time to time acquired by the Buyer under this Agreement, in such manner and in such jurisdictions as are necessary to perfect the Transfers sales, transfers and assignments of the Receivable Assets to the Buyer hereunder, and to deliver copies of such financing statements or and other applicable filings documentation to the Buyer and the Agent on or prior to the initial Purchase under the Canadian Receivables Purchase Agreement. Such financing statements or other applicable filings shall name the such Seller as debtor/seller and seller, the Buyer as secured party/buyerbuyer and the Agent as assignee or, if applicable, in Quebec, shall name such Seller as assignor and the Buyer as assignee. (d) The sale by Crown (Canada) is on a servicing included basis, and accordingly Crown (Canada) shall perform such servicing activities, as delegatee of the Buyer’s Servicer or the Servicer, as it may be requested to do so from time to time, for no additional consideration, but subject to and in compliance with the last paragraph of Section 5.01 hereof and Section 11.16 of the Receivables Purchase Agreement.

Sale of Seller Receivables. (a) The Each Seller hereby Transferssells, transfers and assigns, without recourse (except as expressly provided herein), to the Buyer, on the terms and subject to the conditions specifically set forth herein, on a servicing included basis (as provided in Section 5.01 hereof), all of the such Seller’s 's right, title and interest in, to and under all Seller Receivables existing on the date of the Existing Receivables Contribution and Sale Agreement (in the case of each Seller other than Crown (Canada)) and on the date hereof (in the case of Crown (Canada)) and hereafter created from time to time until the Termination Date, all Related Security and Collections with respect thereto and all proceeds of the foregoing, together with all of the such Seller’s 's rights, remedies, powers and privileges with respect to the such Seller Receivables (collectively, the “"Receivable Assets”"). (b) The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be created as, a purchase by the Buyer and a sale by the each Seller of Receivable Assets and not as a lending transaction. The foregoing Transfers sales, transfers and assignments do not constitute and are not intended to result in a creation or assumption by the Buyer of any obligation or liability with respect to any Seller Receivable or Contract, nor shall the Buyer be obligated to perform or otherwise be responsible for any obligation of the any Seller or any other Person in connection with any Receivable Assets or under any agreement or instrument relating thereto. (c) In connection with the foregoing Transferssales, the transfers and assignments, each Seller agrees to record and file, at its own expense, proper financing statements or other applicable filings (and proper continuation or comparable financing charge statements with respect to such financing statements or other filings when applicable) with respect to the Receivable Assets now and hereafter from time to time acquired by the Buyer under this Agreement, in such manner and in such jurisdictions as are necessary to perfect the Transfers sales, transfers and assignments of the Receivable Assets to the Buyer hereunder, and to deliver copies of such financing statements or other applicable filings to the Buyer and the Agent on or prior to the initial Purchase under the Canadian Receivables Receivable Purchase Agreement. Such financing statements or other applicable filings shall name the such Seller as debtor/seller and seller, the Buyer as secured party/buyerbuyer and the Agent as assignee.