Common use of Termination and Cessation of Transfer of Receivables Clause in Contracts

Termination and Cessation of Transfer of Receivables. After the occurrence and during the continuance of a Controlling Lenders Event of Default resulting from the commencement of a bankruptcy, insolvency or similar proceeding relating to WESCO, any Originator or any other Loan Party or after any declaration by the Controlling Agent, in accordance with the terms of the applicable Credit Agreement, that the Loans and Obligations thereunder are due and payable in whole or in part and upon written notice thereof by the Controlling Agent to the Receivables Agent (a “Receivables Termination Notice”), (i) WESCO, the other Originators and the Receivables Seller shall terminate and cease all transfers of Receivables from WESCO and the other Originators to the Receivables Seller and (ii) the Receivables Seller and the Receivables Agent, Receivables Purchasers and Purchaser Agents shall terminate and cease, or shall cause the termination and cessation of, all transfers of Receivables from the Receivables Seller to the Receivables Purchasers or the Purchaser Agents (all such termination and cessation to be effective at the close of business on the date such notice is effective in accordance with Section 3.1; provided that in the case of a Controlling Lenders Event of Default resulting from the commencement of a bankruptcy, insolvency or similar proceeding relating to WESCO, any Originator or any other Loan Party, all transfers of Receivables by the Originators to the Receivables Seller immediately and automatically shall terminate and cease without notice of any kind; provided, further, that neither the Receivables Agent, the Receivables Purchasers nor the Purchaser Agents shall have any responsibility for ensuring compliance by WESCO, the other Originators or the Receivables Seller with the provisions of this Section 2.18). Nothing contained in this Section shall affect the rights of the Receivables Seller, Receivables Agent, Receivables Purchasers or Purchaser Agents with respect to Receivables transferred prior to delivery of such notice.

Termination and Cessation of Transfer of Receivables. After the occurrence and during the continuance of a Controlling Lenders Event of Default resulting from the commencement of a bankruptcy, insolvency or similar proceeding relating to WESCO, any Originator or any other Loan Party or after any declaration by the Controlling Lenders Agent, in accordance with the terms of the applicable Credit Agreement, that the Loans and Obligations thereunder are due and payable in whole or in part and upon written notice thereof by the Controlling Lenders Agent to the Receivables Agent (a “Receivables Termination Notice”), (i) WESCO, the other Originators and the Receivables Seller shall terminate and cease all transfers of Receivables from WESCO and the other Originators to the Receivables Seller and (ii) the Receivables Seller and the Receivables Agent, Receivables Purchasers and Purchaser Agents shall terminate and cease, or shall cause the termination and cessation of, all transfers of Receivables from the Receivables Seller to the Receivables Purchasers or the Purchaser Agents (all such termination and cessation to be effective at the close of business on the date such notice is effective in accordance with Section 3.1; provided that in the case of a Controlling Lenders Event of Default resulting from the commencement of a bankruptcy, insolvency or similar proceeding relating to WESCO, any Originator or any other Loan Party, all transfers of Receivables by the Originators to the Receivables Seller immediately and automatically shall terminate and cease without notice of any kind; provided, further, that neither the Receivables Agent, the Receivables Purchasers nor the Purchaser Agents shall have any responsibility for ensuring compliance by WESCO, the other Originators or the Receivables Seller with the provisions of this Section 2.18). Nothing contained in this Section shall affect the rights of the Receivables Seller, Receivables Agent, Receivables Purchasers or Purchaser Agents with respect to Receivables transferred prior to delivery of such notice.

Termination and Cessation of Transfer of Receivables. After the occurrence and during the continuance of a Controlling Lenders Lender Event of Default resulting from the commencement of a bankruptcy, insolvency or similar proceeding relating to WESCO, any Originator or any other Loan Party or after any declaration by the Controlling Agent, in accordance with the terms of the applicable Credit Agreement, that the Loans and Obligations thereunder are due and payable in whole or in part and upon written notice thereof by the Controlling Lender Agent or the Required Lenders to the Receivables Collateral Agent (a “Receivables Termination Notice”), the Funding Agents and USS, (i) WESCO, the other Originators and the Receivables Seller USS shall terminate and cease all transfers of Receivables from WESCO and the other Originators to the Receivables Seller Transferor and (ii) the Receivables Seller Transferor and the Receivables Collateral Agent, Receivables Purchasers and Purchaser Funding Agents shall terminate and cease, or shall cause the termination and cessation of, all transfers of Receivables from the Receivables Seller Transferor to the Receivables Purchasers or the Purchaser Funding Agents (all such termination and cessation under clauses (i) and (ii) to be effective at the close of business on the Business Day after such Receivables Termination Notice is effective in accordance with Section 3.1 unless on the date of such notice USS certifies in writing to the Lender Agent (which certification USS covenants and agrees to provide, if true) that the Purchased Interest (as defined in the Receivables Purchase Agreement) exceeds 100%, in which case all such termination and cessation shall be effective at the close of business two Business Days after the Receivables Termination Notice is effective in accordance with Section 3.1); provided that in the case of a Controlling Lenders Lender Event of Default resulting from the commencement of a bankruptcy, insolvency or similar proceeding relating to WESCO, any Originator or any other Loan PartyUSS, all transfers of Receivables by the Originators to the Receivables Seller immediately and automatically shall terminate and cease without notice of any kind; provided, further, that neither kind (except to the Receivables Agent, extent otherwise required pursuant to an order entered by the Receivables Purchasers nor the Purchaser Agents shall have any responsibility for ensuring compliance by WESCO, the other Originators or the Receivables Seller with the provisions of this Section 2.18bankruptcy court having jurisdiction over such proceeding). Nothing Except as set forth in the immediately preceding proviso, nothing contained in this Section shall affect the rights of the Receivables SellerTransferor, Receivables Collateral Agent, Receivables Purchasers or Purchaser Funding Agents with respect to Receivables transferred prior to the time when termination and cessation of such transfers is required to be effective pursuant to the foregoing provisions of this Section 2.19. The parties hereto acknowledge and agree that, notwithstanding anything to the contrary in the Receivables Purchase Agreement or the Purchase and Sale Agreement, delivery of a Receivables Termination Notice hereunder shall constitute a Termination Event under (and as defined in) the Receivables Purchase Agreement, and the Receivables Collateral Agent, the Transferor, the Receivables Purchasers and the Funding Agents shall be authorized to terminate and cease (or cause the termination and cessation of) transfers of Receivables as described in clause (ii) of the first sentence of this Section 2.19. Neither the Lender Agent nor the Required Lenders shall deliver a Receivables Termination Notice on any date during the continuance of any Event of Default if on such noticedate the Total Outstanding Amount under (and as defined in) the Credit Agreement is zero.

Termination and Cessation of Transfer of Receivables. After the occurrence and during the continuance of a Controlling Lenders Lender Event of Default resulting from the commencement of a bankruptcy, insolvency or similar proceeding relating to WESCO, any Originator or any other Loan Party or after any declaration by the Controlling Agent, in accordance with the terms of the applicable Credit Agreement, that the Loans and Obligations thereunder are due and payable in whole or in part and upon written notice thereof by the Controlling ABL Agent or the Required Lenders to the Receivables Agent (a “Receivables Termination Notice”), the Transferor and each Originator, (i) WESCO, the other Originators and the Receivables Seller shall terminate and cease all transfers of Receivables from WESCO and the other Originators to the Receivables Seller Transferor shall terminate and cease and (ii) the Receivables Seller Transferor and the Receivables Agent, Agent and the Receivables Purchasers and Purchaser Agents shall terminate and cease, or shall cause the termination and cessation of, all transfers of Receivables (or interests therein) from the Receivables Seller Transferor to the Receivables Purchasers or the Purchaser Agents (all such termination and cessation under clauses (i) and (ii) to be effective at the close of business on the date second Business Day after such notice Receivables Termination Notice is effective in accordance with Section 3.15.1; provided that in the case of a Controlling Lenders Lender Event of Default resulting from the commencement of a bankruptcy, insolvency or similar proceeding relating to WESCO, any Originator or any other Loan PartyLyondell, all transfers of Receivables by the Originators to the Receivables Seller immediately and automatically shall terminate and cease without notice of any kind; provided, further, that neither kind (except to the Receivables Agent, extent otherwise required pursuant to an order entered by the Receivables Purchasers nor the Purchaser Agents shall have any responsibility for ensuring compliance by WESCO, the other Originators or the Receivables Seller with the provisions of this Section 2.18bankruptcy court having jurisdiction over such proceeding). Nothing Except as set forth in the immediately preceding proviso, nothing contained in this Section shall affect the rights of the Transferor, the Receivables Seller, Receivables Agent, Agent or the Receivables Purchasers or Purchaser Agents with respect to Receivables transferred prior to the time when termination and cessation of such transfers is required to be effective pursuant to the foregoing provisions of this Section 2.10. The parties hereto acknowledge and agree that, notwithstanding anything to the contrary in the Receivables Purchase Agreement or the Receivables Sale Agreement, delivery of a Receivables Termination Notice hereunder shall constitute an Event of Termination, and the Receivables Agent, the Transferor and the Receivables Purchasers shall be authorized to terminate and cease (or cause the termination and cessation of) transfers of Receivables as described in clause (ii) of the first sentence of this Section 2.10. Neither the ABL Agent nor the Required Lenders shall deliver a Receivables Termination Notice on any date during the continuance of any Event of Default if on such noticedate the Total Outstandings under (and as defined in) the ABL Credit Agreement are zero.

Termination and Cessation of Transfer of Receivables. After the occurrence and during the continuance of a Controlling Lenders Event of Default resulting from the commencement of a bankruptcy, insolvency or similar proceeding relating to WESCO, any Originator or any other Loan Party or after any declaration by the Controlling Agent, in accordance with the terms of the applicable Credit Agreement, that the Loans and Obligations thereunder are due and payable in whole or in part and upon written notice thereof by the Controlling Lenders Agent to the Receivables Agent (a “"Receivables Termination Notice”"), (i) WESCO, the other Originators and the Receivables Seller shall terminate and cease all transfers of Receivables from WESCO and the other Originators to the Receivables Seller and (ii) the Receivables Seller and the Receivables Agent, Receivables Purchasers and Purchaser Agents shall terminate and cease, or shall cause the termination and cessation of, all transfers of Receivables from the Receivables Seller to the Receivables Purchasers or the Purchaser Agents (all such termination and cessation to be effective at the close of business on the date such notice is effective in accordance with Section SECTION 3.1; provided that in the case of a Controlling Lenders Event of Default resulting from the commencement of a bankruptcyBankruptcy, insolvency or similar proceeding relating to WESCO, any Originator or any other Loan Credit Party, all transfers of Receivables by the Originators to the Receivables Seller immediately and automatically shall terminate and cease without notice of any kind; providedPROVIDED, furtherFURTHER, that neither the Receivables Agent, the Receivables Purchasers nor the Purchaser Agents shall have any responsibility for ensuring compliance by WESCO, the other Originators or the Receivables Seller with the provisions of this Section SECTION 2.18.). Nothing contained in this Section shall affect the rights of the Receivables Seller, Receivables Agent, Receivables Purchasers or Purchaser Agents with respect to Receivables transferred prior to delivery of such notice.