Termination of Sellers. The Master Servicer shall promptly notify each Rating Agency, concurrently with its notification of the Trustee and the Enhancement Provider, of the termination of any Seller pursuant to Section 9.14 of the Receivables Sale Agreement.
Termination of Sellers. 35 EXHIBITS AND SCHEDULES SCHEDULE I Notice Addresses SCHEDULE II Litigation Disclosure SCHEDULE III Taxes EXHIBIT A Lock-Box Banks and Concentration Account Bank EXHIBIT B Form of Intercompany Note EXHIBIT C Trade Names and Former Names; Taxpayer Identification Number and Organizational Identification Number EXHIBIT D Additional Seller Supplement RECEIVABLES PURCHASE AGREEMENT Dated as of February 28, 2003 XXXXXXX-XXXXX COMPANY, a Delaware corporation, TRW AUTOMOTIVE U.S. LLC, a Delaware limited liability company, TRW VEHICLE SAFETY SYSTEMS INC., a Delaware corporation, and LAKE CENTER INDUSTRIES TRANSPORTATION, INC., a Minnesota corporation (each a "Seller" and, collectively, together with any Additional Seller added as a party hereto after the date hereof, the "Sellers"), TRW AUTOMOTIVE U.S. LLC, a Delaware corporation, as Seller Agent, and TRW AUTOMOTIVE RECEIVABLES LLC, a Delaware limited liability company (the "Buyer"), agree as follows:
Termination of Sellers. Each Seller may, on not less than 10 Business Days' notice to the Buyer and the Administrative Agent, irrevocably terminate its right to sell Receivables to the Buyer pursuant to this Agreement, in which case the Termination Date shall occur with respect to such Seller on the date specified in such notice; provided, however, that, for the avoidance of doubt, all rights and remedies of the Buyer with respect to any breach of any representation and warranty made by such Seller pursuant to Article IV and the provisions of Article VIII and Sections 9.04, 9.05 and 9.06 shall be continuing and shall survive any termination of such Seller's right to sell Receivables hereunder.
Termination of Sellers. (a) The parties hereto agree that each of the Exiting Sellers shall cease to be a Seller as of the Effective Date (as defined below), and each of the Exiting Sellers shall be released as parties to the Agreement. Subject to the terms and provisions of Section 8.03 of the Agreement and of the Receivable Transfer Agreement, on the Effective Date each Exiting Seller shall cease selling, and the Purchaser shall cease buying, Receivables and Related Security from such Exiting Seller and a Purchase Termination Date shall be deemed to have occurred, but only with respect to such Exiting Sellers and the Exiting Seller shall have no further obligation under any Transaction Document, other than pursuant to Sections 5.01(q), 6.01 and 6.02 of the Agreement, with respect to Receivables previously sold by it to the Purchaser.
(b) The parties hereto, hereby agree that (i) the Agreement shall remain in full force and effect in all respects except as described in clause (a) above and (ii) the release described in clause (a) above shall not release any Seller (other than the Exiting Sellers) from any of its obligations under the Agreement.
Termination of Sellers. (a) From and after the date that any Seller notifies the Company, the Company shall cease buying Receivables and other Transferred Assets from such Seller. Each such Seller shall be released as a Seller party hereto for all purposes and shall cease to be a party hereto on the date on which there are no amounts outstanding with respect to Receivables previously sold by such Seller to the Company, whether such amounts have been repurchased, collected or written off in accordance with the Credit and Collection Policies. The Rating Agencies and each Agent shall be notified of such termination. Prior to such date, such Seller shall be obligated to perform its servicing and other obligations hereunder and under the Transaction Documents to which it is a party with respect to Receivables previously sold by such Seller to the Company, including, without limitation, its obligation to deposit Collections into the appropriate Lock-box Accounts.
(b) A terminated Seller shall have no obligation to repurchase any Receivables other than Receivables sold by any Seller to the Company prior to such Seller's termination which are subject to a Repurchase Event.
(c) Upon termination of a Seller, the reserves related to losses and dilutions shall be recalculated to exclude the historical performance of the terminated Seller.
Termination of Sellers. (a) From and after the date that any Seller notifies SRC (with a copy of such notice to the Servicer and the Indenture Trustee), SRC shall cease buying SA Receivables and other SA Transferred Assets from such Seller. Each such Seller shall be released as a Seller party hereto for all purposes and shall cease to be a party hereto on the date on which there are no amounts outstanding with respect to SA Receivables previously sold by such Seller to SRC, whether such amounts have been repurchased, collected or written off in accordance with the Credit and Collection Policies. The Rating Agencies shall be notified by the Servicer of such termination. Prior to such date such Seller shall be obligated to perform its servicing and other obligations hereunder and under the Transaction Documents to which it is a party with respect to SA Receivables previously sold by such Seller to SRC, including, without limitation, its obligation to deposit Collections into the appropriate Lock-Box Accounts.
(b) A terminated Seller shall have no obligation to repurchase any SA Receivables other than SA Receivables sold by any Seller to SRC prior to such Seller’s termination which are subject to an SA Repurchase Event.
(c) Upon termination of a Seller, the reserves related to losses and dilutions shall be recalculated to exclude the historical performance of the terminated Seller.
Termination of Sellers. 22 SECTION 9.1 TERMINATION OF A SELLER...........................................22 ARTICLE X MISCELLANEOUS......................................................23
Termination of Sellers. (a) If C&A wishes to terminate the sales of Receivables hereunder by any Seller, then C&A shall submit a request (a "Seller Termination Request") to such effect in writing to the Purchaser, which request shall be accompanied by a certificate prepared by a Responsible Officer of the Collection Agent indicating the Purchased Receivables Percentage applicable to such Seller as of the date of submission of such request (the "Seller Termination Request Date"). Subject to the terms and provisions hereof and of the Receivables Transfer Agreement, the relevant Seller shall be terminated as a Seller hereunder immediately upon satisfaction of the conditions set forth in Section 10.14 of the Receivables Transfer Agreement. From and after the date any such Seller is terminated as a Seller pursuant to this subsection, the Seller shall cease selling, and the Purchaser shall cease buying, Receivables and Related Security from such Seller and a Purchase Termination Date shall be deemed to have occurred with respect to such Seller.
(b) A terminated Seller shall have no further obligation under any Transaction Document, other than pursuant to Sections 5.1(q), 6.1 and 6.2 of this Agreement, with respect to Receivables previously sold by it to the Purchaser.
Termination of Sellers. At any time when more than one (1) Person is a Seller, Victxx xxx terminate the obligation of a Seller (a "Terminating Seller") to sell its Receivables and Related Security to Victxx, xxd Victor's obligation to sell such items to TRI, if:
Termination of Sellers. If at any time prior to the Termination Date, Victxx xxxll terminate the obligations of a Seller pursuant to the procedures (and subject to the terms) set forth in Section 2.07 of the First Tier RPSA, such Terminating Seller shall cease to be a Seller for all purposes of this Agreement on the date such termination becomes effective.
