Seller to Maintain Perfection and Priority. In order to evidence the interests of the Issuer under this Agreement, the Seller shall, from time to time take such action, or execute and deliver such instruments (other than filing financing statements) as may be necessary or advisable (including, without limitation, such actions as are requested by the Administrator on behalf of the Issuer) to maintain and perfect, as a first-priority interest, the Issuer’s security interest in the Pool Assets. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s authorization and approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Purchaser’s security interest in the Pool Assets as a first-priority interest. The Administrator’s approval of such filings shall authorize the Seller to file such financing statements under the UCC without the signature of the Seller, the Originator or the Issuer where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, neither the Seller, the Servicer, nor the Originator, shall have any authority to file a termination, partial termination, release, partial release or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Administrator, on behalf of the Issuer. Lock-Box Bank Seller Lock Box No. Account No. PNC Bank, National Association Energy Services Funding Corporation 827032 8606074246 Corporate Name Trade Names / Fictitious Names Energy Services Funding Corporation None 000 Xxxxx Xxxxx Xxxx Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000-0000 0 Xxxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxxxxxxx 0000 PNC Bank, National Association One PNC Plaza, 3rd Floor 000 Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Ladies and Gentlemen: Reference is hereby made to the Receivables Purchase Agreement, dated as of November 30, 2001 (as heretofore amended or supplemented, the “Receivables Purchase Agreement”), among Energy Services Funding Corporation (“Seller”), UGI Energy Services, Inc., as Servicer, Market Street Funding Corporation (“Issuer”) and PNC Bank National Association (the “Administrator”). Capitalized terms used in this Purchase Notice and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement. This letter constitutes a Purchase Notice pursuant to Section 1.2(a) of the Receivables Purchase Agreement. Seller desires to sell pursuant to the Receivables Purchase Agreement an undivided variable percentage interest in a pool of receivables on [___ ___, 200 ], for a Purchase Price of $_____. Subsequent to this purchase, the aggregate outstanding Capital will be $_____. The pro forma calculation of the Purchased Interest after giving effect to the increase in Capital is [_____]. Seller hereby represents and warrants as of the date hereof, and as of the date of purchase, as follows: (i) the representations and warranties contained in Exhibit III of the Receivables Purchase Agreement are correct in all respects on and as of such dates as though made on and as of such dates and shall be deemed to have been made (pursuant to paragraph 2(b) of Exhibit II of the Receivables Purchase Agreement) on such dates (except to the extent that such representations and warranties relate expressly to an earlier date, and in which case such representations and warranties shall be true and correct in all respects as of such earlier date); (ii) no Termination Event or Unmatured Termination Event has occurred and is continuing, or would result from such purchase; (iii) after giving effect to the purchase proposed hereby, the Purchased Interest will not exceed 100% and the Capital will not exceed the Purchase Limit; (iv) no Default Event shall have occurred and is continuing; and (v) the Facility Termination Date shall not have occurred.
Appears in 1 contract
Seller to Maintain Perfection and Priority. In order to evidence the interests of the Issuer under this Agreement, the Seller shall, from time to time take such action, or execute and deliver such instruments (other than filing financing statements) as may be necessary or advisable (including, without limitation, such actions as are requested by the Administrator on behalf of the Issuer) to maintain and perfect, as a first-priority interest, the Issuer’s security interest in the Pool Assets. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s authorization and approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the PurchaserPurchaserIssuer’s security interest in the Pool Assets as a first-priority interest. The Administrator’s approval of such filings shall authorize the Seller to file such financing statements under the UCC without the signature of the Seller, the Originator or the Issuer where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, neither the Seller, the Servicer, nor the Originator, shall have any authority to file a termination, partial termination, release, partial release or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Administrator, on behalf of the Issuer. Lock-Box Bank Seller Lock Box No. Account No. PNC Bank, National Association Energy Services Funding Corporation 827032 8606074246 Corporate Name Trade Names / Fictitious Names Energy Services Funding Corporation None 000 Xxxxx Xxxxx Xxxx Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000-0000 0 Xxxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxxxxxxx 0000 00000 FORM OF PURCHASE NOTICE , [2001]20 ] PNC Bank, National Association One OneThree PNC Plaza, 3rd Floor 249 000 Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Ladies and Gentlemen: Reference is hereby made to the Receivables Purchase Agreement, dated as of November 30, 2001 (as heretofore amended or supplemented, the “Receivables Purchase Agreement”), among Energy Services Funding Corporation (“Seller”), UGI Energy Services, Inc.Xxx.XXX, as Servicer, Market Street Funding Corporation (“Issuer”) and PNC Bank Bank, National Association Association, as issuer (the “Issuer”) and as administrator (the “Administrator”). Capitalized terms used in this Purchase Notice and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement. This letter constitutes a Purchase Notice pursuant to Section 1.2(a) of the Receivables Purchase Agreement. Seller desires to sell pursuant to the Receivables Purchase Agreement an undivided variable percentage interest in a pool of receivables on [___ ___[ , 200 20 ], for a Purchase Price of $__________. Subsequent to this purchase, the aggregate outstanding Capital will be $__________. The pro forma calculation of the Purchased Interest after giving effect to the increase in Capital is [__________________]. Seller hereby represents and warrants as of the date hereof, and as of the date of purchase, as follows:
(i) the representations and warranties contained in Exhibit III of the Receivables Purchase Agreement are correct in all respects on and as of such dates as though made on and as of such dates and shall be deemed to have been made (pursuant to paragraph 2(b) of Exhibit II of the Receivables Purchase Agreement) on such dates (except to the extent that such representations and warranties relate expressly to an earlier date, and in which case such representations and warranties shall be true and correct in all respects as of such earlier date);
(ii) no Termination Event or Unmatured Termination Event has occurred and is continuing, or would result from such purchase;
(iii) after giving effect to the purchase proposed hereby, the Purchased Interest will not exceed 100% and the Capital will not exceed the Purchase Limit;
(iv) no Default Event shall have occurred and is continuing; and
(v) the Facility Termination Date shall not have occurred. FORM OF PAYDOWN NOTICE , PNC Bank, National Association 000000 Xxxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxx 00000-0000 Attention: Xxxx X. SmathersWilliam Falcon Ladies and Gentlemen: Reference is hereby made to the Receivables Purchase Agreement, dated as of November 30, 2001 (as amended, supplemented or otherwise modified, the “Receivables Purchase Agreement”), among Energy Services Funding Corporation, as Seller, UGI Energy Services, Xxx.XXX, as Servicer, Market Street Funding Corporation, as Issuer, and PNC Bank, National Association, as Issuer and as Administrator. Capitalized terms used in this paydown notice and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement. This letter constitutes a paydown notice pursuant to Section 1.4(f)(i) of the Receivables Purchase Agreement. The Seller desires to reduce the Capital on _______, ________1 by the application of $__________ in cash to pay Capital and Discount to accrue (until such cash can be used to pay commercial paper notes)through such date with respect to such Capital, together with all costs related to such reduction of Capital.
1 Notice must be given (i) at least one Business Day prior to the requested paydown date, in the case of reductions of greater than $1,000,000 and less than or equal to $3,000,000; (ii) at least two Business Days prior the requested paydown date, in the case of reductions of greater than $3,000,000 and less than or equal to $10,000,000; and (ii) at least five Business Days prior to the requested paydown date, in the case of reductions of greater than $10,000,000.
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Seller to Maintain Perfection and Priority. In order to evidence the interests of the Issuer under this Agreement, the Seller shall, from time to time take such action, or execute and deliver such instruments (other than filing financing statements) as may be necessary or advisable (including, without limitation, such actions as are requested by the Administrator on behalf of the Issuer) to maintain and perfect, as a first-priority first‑priority interest, the Issuer’s security interest in the Pool Assets. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s authorization and approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the PurchaserIssuer’s security interest in the Pool Assets as a first-priority first‑priority interest. The Administrator’s approval of such filings shall authorize the Seller to file such financing statements under the UCC without the signature of the Seller, the Originator or the Issuer where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, neither the Seller, the Servicer, nor the Originator, shall have any authority to file a termination, partial termination, release, partial release or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Administrator, on behalf of the Issuer. Lock-Box Bank Seller Lock Box No. Account No. PNC Bank, National Association Energy Services Funding Corporation 827032 8606074246 XXXXXXXXX XXXXXXXXXX Corporate Name Energy Services Funding Corporation Trade Names / Fictitious Names Energy Services Funding Corporation None 000 Xxxxx Xxxxx Xxxx Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000-0000 0 Xxxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxxxxxxx 0000 00000 ________, [20__] PNC Bank, National Association One Three PNC Plaza, 3rd Floor Plaza 000 Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Ladies and Gentlemen: Reference is hereby made to the Receivables Purchase Agreement, dated as of November 30, 2001 (as heretofore amended or supplemented, the “Receivables Purchase Agreement”), among Energy Services Funding Corporation (“Seller”), UGI Energy Services, Inc.LLC, as ServicerServicer and PNC Bank, Market Street Funding Corporation National Association, as issuer (the “Issuer”) and PNC Bank National Association as administrator (the “Administrator”). Capitalized terms used in this Purchase Notice and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement. This letter constitutes a Purchase Notice pursuant to Section 1.2(a) of the Receivables Purchase Agreement. Seller desires to sell pursuant to the Receivables Purchase Agreement an undivided variable percentage interest in a pool of receivables on [[ , 20___ ___, 200 ], for a Purchase Price of $____________. Subsequent to this purchase, the aggregate outstanding Capital will be $___________. The pro forma calculation of the Purchased Interest after giving effect to the increase in Capital is [_______________]. Seller hereby represents and warrants as of the date hereof, and as of the date of purchase, as follows:
(i) the representations and warranties contained in Exhibit III of the Receivables Purchase Agreement are correct in all respects on and as of such dates as though made on and as of such dates and shall be deemed to have been made (pursuant to paragraph 2(b) of Exhibit II of the Receivables Purchase Agreement) on such dates (except to the extent that such representations and warranties relate expressly to an earlier date, and in which case such representations and warranties shall be true and correct in all respects as of such earlier date);
(ii) no Termination Event or Unmatured Termination Event has occurred and is continuing, or would result from such purchase;
(iii) after giving effect to the purchase proposed hereby, the Purchased Interest will not exceed 100% and the Capital will not exceed the Purchase Limit;
(iv) no Default Event shall have occurred and is continuing; and
(v) the Facility Termination Date shall not have occurred.
Appears in 1 contract
Seller to Maintain Perfection and Priority. In order to evidence the interests of the Issuer under this Agreement, the Seller shall, from time to time take such action, or execute and deliver such instruments (other than filing financing statements) as may be necessary or advisable (including, without limitation, such actions as are requested by the Administrator on behalf of the Issuer) to maintain and perfect, as a first-priority interest, the Issuer’s 's security interest in the Pool Assets. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s 's authorization and approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Purchaser’s 's security interest in the Pool Assets as a first-priority interest. The Administrator’s 's approval of such filings shall authorize the Seller to file such financing statements under the UCC without the signature of the Seller, the Originator or the Issuer where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, neither the Seller, the Servicer, nor the Originator, shall have any authority to file a termination, partial termination, release, partial release or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Administrator, on behalf of the Issuer. SCHEDULE I CREDIT AND COLLECTION POLICY Schedule I-1 SCHEDULE II LOCK-BOX BANKS AND LOCK-BOX ACCOUNTS Lock-Box Bank Seller Lock Box No. Account No. ------------- ------ ------------ ----------- PNC Bank, National Association Energy Services Funding Corporation 827032 8606074246 Association Corporation Schedule II-1 SCHEDULE III TRADE NAMES Corporate Name Trade Names / Fictitious Names -------------- ------------------------------ Energy Services Funding Corporation None SCHEDULE IV LOCATION OF RECORDS OF SELLER 460 North Gulph Road King of Prussia, Pennsylvania 19406-2815 100 Xxxxxx Xxxxxxxxx Xxxxx 000 Xxxxx Xxxxx Xxxx Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 0000000000 0000 Bxxxxxxxx Xxxxxxxxx Xxxxx 305 Wyomissing, Pennsylvania 19610 XXXXX X-0 XX XXXXXXXXXXX XXXXXASE AGREEMENT FORM OF INFORMATION PACKAGE (SETTLEMENT DATE) Annex A-1 XXXXX X-0 XX XXXXXXXXXXX XXXXXASE AGREEMENT FORM OF INFORMATION PACKAGE (INTER-0000 0 Xxxxxxxx Xxxxxxxxx XxxxxxxSETTLEMENT DATE) Annex A-2 ANNEX B TO RECEIVABLES PURCHASE AGREEMENT FORM OF PURCHASE NOTICE Annex B-1 FORM OF PURCHASE NOTICE ________, Xxxxxxxxxxxx 0000 [2001] PNC Bank, National Association One PNC Plaza, 3rd Floor 000 Xxxxx Xxxxxx Xxxxxxxxxx249 Fifth Avenue Pittsburgh, XX 00000PA 15222-0000 2707 Ladies and Gentlemen: Reference is hereby made to the Receivables Xxxxxxxxx xx xxxxxx xxxx xx xxx Xxxxxvables Purchase Agreement, dated as of November 30, 2001 (as heretofore amended or supplemented, the “"Receivables Purchase Agreement”"), among Energy Services Funding Corporation (“"Seller”"), UGI Energy Services, Inc., as Servicer, Market Street Funding Corporation (“"Issuer”") and PNC Bank National Association (the “"Administrator”"). Capitalized terms used in this Purchase Notice and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement. This letter constitutes a Purchase Notice pursuant to Section 1.2(a) of the Receivables Purchase Agreement. Seller desires to sell pursuant to the Receivables Purchase Agreement an undivided variable percentage interest in a pool of receivables on [___ ___[ , 200 ], for a Purchase Price of $____________. Subsequent to this purchase, the aggregate outstanding Capital will be $___________. The pro forma calculation of the Purchased Interest after giving effect to the increase in Capital is [_______________]. Seller hereby represents and warrants as of the date hereof, and as of the date of purchase, as follows:
(i) the representations and warranties contained in Exhibit III of the Receivables Purchase Agreement are correct in all respects on and as of such dates as though made on and as of such dates and shall be deemed to have been made (pursuant to paragraph 2(b) of Exhibit II of the Receivables Purchase Agreement) on such dates (except to the extent that such representations and warranties relate expressly to an earlier date, and in which case such representations and warranties shall be true and correct in all respects as of such earlier date);
(ii) no Termination Event or Unmatured Termination Event has occurred and is continuing, or would result from such purchase;
(iii) after giving effect to the purchase proposed hereby, the Purchased Interest will not exceed 100% and the Capital will not exceed the Purchase Limit;
(iv) no Default Event shall have occurred and is continuing; and
(v) the Facility Termination Date shall not have occurred.
Appears in 1 contract
Seller to Maintain Perfection and Priority. In order to evidence the interests of the Issuer under this Agreement, the Seller shall, from time to time take such action, or execute and deliver such instruments (other than filing financing statements) as may be necessary or advisable (including, without limitation, such actions as are requested by the Administrator on behalf of the Issuer) to maintain and perfect, as a first-priority interest, the Issuer’s security interest in the Pool Assets. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s authorization and approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Purchaser’s security interest in the Pool Assets as a first-priority interest. The Administrator’s approval of such filings shall authorize the Seller to file such financing statements under the UCC without the signature of the Seller, the Originator or the Issuer where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, neither the Seller, the Servicer, nor the Originator, shall have any authority to file a termination, partial termination, release, partial release or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Administrator, on behalf of the Issuer. Lock-Box Bank Seller Lock Box No. Account No. PNC Bank, National Association Energy Services Funding Corporation 827032 8606074246 Corporate Name Trade Names / Fictitious Names Energy Services Funding Corporation None 000 Xxxxx Xxxxx Xxxx Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000-0000 0 Xxxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxxxxxxx 0000 PNC Bank, National Association One PNC Plaza, 3rd Floor 000 Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Ladies and Gentlemen: Reference is hereby made to the Receivables Purchase Agreement, dated as of November 30, 2001 (as heretofore amended or supplemented, the “Receivables Purchase Agreement”), among Energy Services Funding Corporation (“Seller”), UGI Energy Services, Inc., as Servicer, Market Street Funding Corporation (“Issuer”) and PNC Bank National Association (the “Administrator”). Capitalized terms used in this Purchase Notice and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement. This letter constitutes a Purchase Notice pursuant to Section 1.2(a) of the Receivables Purchase Agreement. Seller desires to sell pursuant to the Receivables Purchase Agreement an undivided variable percentage interest in a pool of receivables on [___ ___, 200 200__], for a Purchase Price of $_____. Subsequent to this purchase, the aggregate outstanding Capital will be $_____. The pro forma calculation of the Purchased Interest after giving effect to the increase in Capital is [_____]. Seller hereby represents and warrants as of the date hereof, and as of the date of purchase, as follows:
(i) the representations and warranties contained in Exhibit III of the Receivables Purchase Agreement are correct in all respects on and as of such dates as though made on and as of such dates and shall be deemed to have been made (pursuant to paragraph 2(b) of Exhibit II of the Receivables Purchase Agreement) on such dates (except to the extent that such representations and warranties relate expressly to an earlier date, and in which case such representations and warranties shall be true and correct in all respects as of such earlier date);
(ii) no Termination Event or Unmatured Termination Event has occurred and is continuing, or would result from such purchase;
(iii) after giving effect to the purchase proposed hereby, the Purchased Interest will not exceed 100% and the Capital will not exceed the Purchase Limit;
(iv) no Default Event shall have occurred and is continuing; and
(v) the Facility Termination Date shall not have occurred.
Appears in 1 contract
Seller to Maintain Perfection and Priority. In order to evidence the interests of the Issuer under this Agreement, the Seller shall, from time to time take such action, or execute and deliver such instruments (other than filing financing statements) as may be necessary or advisable (including, without limitation, such actions as are requested by the Administrator on behalf of the Issuer) to maintain and perfect, as a first-priority interest, the Issuer’s 's security interest in the Pool AssetsReceivables. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s 's authorization and approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Purchaser’s Issuer's security interest in the Pool Assets Receivables as a first-priority interest. The Administrator’s 's approval of such filings shall authorize the Seller to file such financing statements under the UCC without the signature of the Seller, the Originator or the Issuer where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, neither the Seller, the Servicer, nor the Originator, shall have any authority to file a termination, partial termination, release, partial release or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Administrator, on behalf of the Issuer. LockSCHEDULE I CREDIT AND COLLECTION POLICY SCHED.I-1 SCHEDULE II LOCK-Box Bank Seller Lock Box No. Account No. BOX BANKS AND LOCK-BOX ACCOUNTS LOCK-BOX BANK ACCOUNT NAME ACCOUNT NUMBER ------------- ------------ -------------- PNC Bank, National Association Energy Services Funding Corporation 827032 8606074246 Corporate Name Trade Names / Fictitious Names Energy Services Funding Corporation None 000 Xxxxx Xxxxx Xxxx Xxxx xx XxxxxxxRoyal Appliance Receivables, Xxxxxxxxxxxx 00000Inc. 642996 P.O. Box 642996 Pittsburgh, PA 15200-0000 0 Xxxxxxxx Xxxxxxxxx XxxxxxxXxxxx. XX-0 SCHEDULE III TRADE NAMES CORPORATE NAME TRADE NAMES/FICTITIOUS NAMES -------------------------------- ---------------------------- Royal Appliance Receivables, Xxxxxxxxxxxx 0000 PNC BankInc. None. Sched. III-1 SCHEDULE 2(F) ACTIONS OR PROCEEDINGS
1. Service Merchandise Company Inc. et al., National Association One PNC PlazaPlaintiffs vs. Royal Appliance Mfg. Co., 3rd Floor 000 Xxxxx Xxxxxx XxxxxxxxxxDefendant, XX 00000in the United States Bankruptcy Court, Middle District of Tennessee, Nashville Division, Case No. 399-0000 02649, filed March 12, 2001.
2. Royal Appliance Mfg. Co., Plaintiff vs. Bissell Homecare, Inc. et al., Defendants, in the United States District Court, Northern District of Ohio, Eastern Division, Case No. 1:02CV0338, filed February 22, 2002.
3. Royal Appliance Mfg. Co., Plaintiff vs. White Consolidated, Ltd., Defendant, in the United States District Court, Northern District of Ohio, Eastern Division, Case No. 1:02CV01127, filed June 14, 2002.
4. Bissell Homecare, Inc., Plaintiff vs. Royal Appliance Manufacturing, Co., Defendant, in the United States District Court, Northern District of Ohio, Eastern Division, Case No. 1:02CV1358, filed July 15, 2002.
5. Royal Appliance Mfg. Co., Plaintiff vs. Euro-Pro Corporation et al., Defendants, in the United States District Court, Northern District of Ohio, Eastern Division, Case No. 1:02CV02249, filed November 15, 2002.
6. Phone Zap, LLC, Plaintiff vs. Royal Appliance Manufacturing Co. and Privacy Technologies, Inc., Defendants, in the United States District Court, District of Columbia, Case No. 1:03cv00013, filed January 6, 2003. Sched. 2(f)-1 ANNEX A to Amended and Restated Receivables Purchase Agreement FORM OF INFORMATION PACKAGE Annex A-1 ANNEX B to Amended and Restated Receivables Purchase Agreement FORM OF PURCHASE NOTICE Annex B-1 FORM OF PURCHASE NOTICE ________, [200_] Fifth Third Bank 38 Fountain Square Plaza Cincinnati, OH 45263 Ladies and Gentlemen: Reference is hereby made to the Xxxxxxxxx xx xxxxxx xxxx xx xxx Xxxxxxx and Restated Receivables Purchase Agreement, dated as of November 30January 16, 2001 2003 (as heretofore amended amended, restated or supplemented, the “Receivables Purchase Agreement”"RECEIVABLES PURCHASE AGREEMENT"), among Energy Services Funding Corporation Royal Appliance Receivables, Inc. (“Seller”"SELLER"), UGI Energy Services, Inc.Royal Appliance Mfg. Co., as Servicer, Market Street Funding Corporation and Fifth Third Bank, as Issuer (“in such capacity, the "Issuer”") and PNC Bank National Association as Administrator (in such capacity, the “Administrator”"ADMINISTRATOR"). Capitalized terms used in this Purchase Notice and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement. This letter constitutes a Purchase Notice pursuant to Section 1.2(aSECTION 1.2(A) of the Receivables Purchase Agreement. Seller desires to sell pursuant to the Receivables Purchase Agreement an undivided percentage variable percentage interest in a pool of receivables on [___ _________, 200 ]20__, for a Purchase Price purchase price of $____________. Subsequent to this purchasePurchase, the aggregate outstanding Capital will be $_____. The pro forma calculation of the Purchased Interest after giving effect to the increase in Capital is [_____]_. Seller hereby represents and warrants as of the date hereof, and as of the date of purchasePurchase, as follows:
(i) the representations and warranties contained in Exhibit EXHIBIT III of the Receivables Purchase Agreement are correct in all respects on and as of such dates as though made on and as of such dates and shall be deemed to have been made (pursuant to paragraph 2(b) of Exhibit II of the Receivables Purchase Agreement) on such dates (except to the extent that such representations and warranties relate expressly to an earlier date, and in which case such representations and warranties shall be true and correct in all respects as of such earlier date)dates;
(ii) no Termination Event or Unmatured Termination Event has occurred and is continuing, or would result from such purchasePurchase;
(iii) after giving effect to the purchase Purchase proposed hereby, the aggregate outstanding Capital of the Purchased Interest will not exceed 100% and the Capital will not exceed the Purchase Limit;
(iv) no Default Event shall have occurred and is continuing; and
(viv) the Facility Termination Date shall not have occurred.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Royal Appliance Manufacturing Co)
