Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c), any sale or contribution by any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Originator hereby grants to Buyer a security interest in all of such Originator’s right, title and interest, whether now owned or hereafter acquired, in, to and under all Receivables now existing and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 3 contracts
Sources: Receivables Sale Agreement (Arch Chemicals Inc), Receivables Sale Agreement (Arch Chemicals Inc), Receivables Sale Agreement (Arch Chemicals Inc)
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(b), any sale or contribution by any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceableunenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising, all Collections and Collections, Related Security and Records with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Receivables Account and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of such Originator hereunderforegoing, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of a Termination Event, Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. In the case of any Recharacterization, each of the Originator and the Buyer represents and warrants as to itself that each remittance of Collections by the Originator to the Buyer hereunder will have been (i) in payment of a debt incurred by the Originator in the ordinary course of business or financial affairs of the Originator and the Buyer and (ii) made in the ordinary course of business or financial affairs of the Originator and the Buyer.
Appears in 2 contracts
Sources: Receivables Sale Agreement (Johnsondiversey Inc), Receivables Sale Agreement (Johnsondiversey Holdings Inc)
Characterization. This agreement constitutes a “security agreement” as defined in the Uniform Commercial Code that the parties intend provides for the “security interest” of a buyer of accounts under the Uniform Commercial Code. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(b), any sale or contribution by any Originator Seller to Buyer SunGard Financing of Receivables hereunder shall be characterized as a secured loan by SunGard Financing to the Sellers and not a true sale or contribution of accounts or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement in respect of such loan under the UCC Uniform Commercial Code and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Originator Seller hereby grants to Buyer SunGard Financing a security interest in all of such OriginatorSeller’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising, all Collections and Collections, Seller Related Security and Records with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Receivables and all proceeds of the foregoing foregoing, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of such Originator hereunderloan, which security interest shall be prior to all other Adverse Claims theretoLiens. Buyer and its assigns After the occurrence of an Early Amortization Event, SunGard Financing shall have, in addition to the rights and remedies which they may have under specified in this Agreement, all other rights and remedies provided to a secured creditor party after default in a transaction which is a sale of accounts under the UCC Uniform Commercial Code and other applicable law, which rights and remedies shall be cumulative.
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Sungard Data Systems Inc), Receivables Purchase Agreement (Sungard Data Systems Inc)
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(b), any sale or contribution by any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the such Originator’s Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate Purchase Price of the Receivables together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 2 contracts
Sources: Receivables Sale Agreement (Patterson Companies, Inc.), Receivables Sale Agreement (Patterson Companies, Inc.)
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(cSECTION 1.1(c), any sale or contribution by any an Originator to Buyer of Receivables hereunder shall be characterized as a nonrecourse secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that the sale of Receivables by each Originator hereunder shall constitute a true sale thereof, each such Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s 's right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables of such Originator which are now existing and or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a nonrecourse loan deemed to have been made in an amount equal to the Purchase Price of the Receivables purchased from such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 2 contracts
Sources: Receivables Sale Agreement (Spherion Corp), Receivables Sale Agreement (Spherion Corp)
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(c), any sale or contribution by any an Originator to the Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables by each Originator hereunder shall constitute a true sale thereof, each such Originator hereby grants to the Buyer a duly perfected security interest in all of such Originator’s right, title and interest, whether now owned or hereafter acquired, in, interest in and to and under all Receivables now existing of such Originator which exist on the date hereof or arise thereafter through and hereafter arisingincluding the Termination Date, together with all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the such Receivables and all proceeds of the foregoing foregoing, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables purchased from such Originator together with any Purchase Interest applicable thereto and all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Upon the occurrence of a Termination Event, the Buyer and its assigns shall have, in addition to the rights and remedies which they it may have under this Agreement, all other rights and remedies provided to a secured creditor upon default under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 2 contracts
Sources: Receivables Purchase and Sale Agreement (Mohawk Industries Inc), Receivables Purchase and Sale Agreement (Mohawk Industries Inc)
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c), any sale by an Originator, or contribution by any Originator Allied, to Buyer of Receivables Receivables, Related Security and Collections hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that the sale or contribution of Receivables Receivables, Related Security and Collections hereunder shall constitute a true sale and/or absolute assignment thereof, each Originator Originator, as of the Initial Funding Date, hereby grants to Buyer a security interest in all of such Originator’s 's right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now as of the Initial Funding Date existing and hereafter thereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Receivables and all proceeds of the foregoing (collectively, the "Originator Collateral") to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables Receivables, Related Security and Collections, together with all other obligations of such Originator hereunder, which security interest shall be is, as of the Initial Funding Date, prior to all other Adverse Claims thereto. Buyer and its assigns shall shall, on and after the Initial Funding Date, have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 2 contracts
Sources: Receivables Sale Agreement (Allied Waste Industries Inc), Receivables Sale Agreement (Allied Waste Industries Inc)
Characterization. If, notwithstanding If the intention conveyance by the Seller to the Purchasers of the parties expressed interests in Section 1.2(c), any sale or contribution by any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contributionsale, as it is the case may be, shall for any reason be ineffective or unenforceable, then intention of the parties hereto that this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose , and without being in derogation that the Seller shall be deemed to have granted to the Agent for the ratable benefit of the parties’ intention that the sale of Receivables hereunder shall constitute Purchasers a true sale thereof, each Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s the Seller's right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arisingthe Receivables, all Collections and Related Security with respect theretothe Collections, each Lock-Box and Collection Account, all Related Security, all payments on or with respect to such Receivables, all other rights relating to and payments relating to made in respect of the Receivables Receivables, and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of such Originator hereunder, which security interest shall be any thereof prior to all other Adverse Claims theretoliens on and security interests therein to secure the payment of the Aggregate Unpaids, including the indemnity obligations of the Seller under ARTICLE VIII, the payment and reimbursement by the Seller to the Purchasers of all Capital hereunder, and the payment of all other obligations owed hereunder to the Agent and the Purchasers. Buyer After a Servicer Default, the Agent and its assigns the Purchasers shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Metals Usa Inc), Receivables Purchase Agreement (Metals Usa Inc)
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c), any sale or contribution by any an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that the sale of Receivables by each Originator hereunder shall constitute a true sale thereof, each such Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s 's right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables of such Originator which are now existing and or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables purchased from such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Fisher Scientific International Inc)
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(b), any sale or contribution by any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s 's right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box, P.O. Box and Collection Account, all other rights and payments relating to the such Originator's Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate Purchase Price of the Receivables together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(b), any sale or contribution by any an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution sale, or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that the each sale of Receivables hereunder shall constitute a true sale thereof, each Originator hereby grants to Buyer a valid and perfected security interest in all of such Originator’s 's right, title and interest, whether now owned or hereafter acquired, in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. Each Originator hereby authorizes Buyer (or any of its assigns), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.
Appears in 1 contract
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c), any sale or contribution by any an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables by each Originator hereunder shall constitute a true sale thereof, each such Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables of such Originator which are now existing and or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables purchased from such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Sources: Receivables Sale Agreement (Amerisourcebergen Corp)
Characterization. If, notwithstanding the intention of the the-parties expressed in Section 1.2(c1.1(c), any sale or contribution by any Originator an Seller to the Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables by the Seller hereunder shall constitute a true sale thereof, each Originator the Seller hereby grants to the Buyer a duly perfected security interest in all of such Originatorthe Seller’s right, title and interest, whether now owned or hereafter acquired, in, interest in and to and under all Receivables now existing and hereafter arisingof the Seller which exist as of the date hereof, together with all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the such Receivables and all proceeds of the foregoing foregoing, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables purchased from such Seller together with any Purchase Interest applicable thereto and all other obligations of such Originator the Seller hereunder, which security interest shall be prior to all other Adverse Claims thereto. Upon the occurrence of a Event of Default, the Buyer and its assigns shall have, in addition to the rights and remedies which they it may have under this Agreement, all other rights and remedies provided to a secured creditor upon default under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c)0, any sale or contribution by any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Receivables and all proceeds of the foregoing, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located, including, without limitation, any of the foregoing constituting accounts, deposit accounts, chattel paper, electronic chattel paper, instruments, general intangibles, payment intangibles, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of such each Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Sources: Receivables Sale Agreement (Louisiana Pacific Corp)
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(b), any sale or contribution by any an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising, all Collections and Collections, Related Security and Records with respect thereto, all other rights and payments relating to the Receivables, each Lock-Box and Collection Account, all other rights and payments relating to the Receivables and all proceeds of the foregoing and all other assets in which the Buyer has acquired, may hereafter acquire and/or purports to have acquired an interest under this Agreement, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables generated by such Originator together with all of the other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence and during the continuance of an Amortization Event, Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Sources: Receivables Sale Agreement (Insight Enterprises Inc)
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(b), any sale or contribution by any Originator Original Seller to Buyer Interface of Receivables hereunder shall not be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to to, and hereby does, constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Originator Original Seller hereby grants to Buyer Interface a valid and enforceable security interest in all of such Originator’s Original Seller's right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box LockBox and Collection LockBox Account, all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate outstanding Purchase Price of the such Original Seller's Receivables together with all other obligations of such Originator Original Seller hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer Interface and its assigns shall have, in addition to the rights and remedies which that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c2.01(b), any sale or contribution by any Originator Sellers to Buyer of Receivables hereunder (or any sale of Original Receivables to BP Factoring under the Existing Purchase Agreement) shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of , and, after the parties’ intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Originator hereby grants to Buyer a security interest in all of such Originator’s right, title and interest, whether now owned or hereafter acquired, in, to and under all Receivables now existing and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment occurrence of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of such Originator hereunderTermination Event, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables hereunder and under the Existing Purchase Agreement shall constitute a true sale thereof, the Sellers hereby grant to Buyer a duly perfected security interest in all of the Sellers’ right, title and interest in, to and under all Receivables now existing and hereafter arising, all Collections, Related Security and Records with respect thereto, and all proceeds of the foregoing, which security interest shall be prior to all other Liens.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Reynolds Group Holdings LTD)
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(b), any the sale or contribution by any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s 's right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box, P.O. Box and Collection Account, all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Sources: Receivables Sale Agreement (Puget Sound Energy Inc)
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(b), any sale or contribution by any Originator Morningstar to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Originator Morningstar hereby grants to Buyer a duly perfected security interest in all of such Originator’s Morningstar's right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of such Originator Morningstar hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c), any sale or contribution by any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Originator hereby grants to Buyer a security interest in all of such Originator’s 's right, title and interest, whether now owned or hereafter acquired, in, to and under all Receivables now existing and hereafter arising, all Collections and Related Security (except for Restricted Contracts) with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.2(b), any sale or contribution by any Originator ASP to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Originator ASP hereby grants to Buyer a duly perfected security interest in all of such OriginatorASP’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of such Originator ASP hereunder, which security interest shall be prior to all other Adverse Claims thereto. During the existence of any Termination Event, Buyer and the Agent (as its assigns assignee) shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Sources: Receivables Sale and Contribution Agreement (Acuity Brands Inc)
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c), any sale or contribution by any Originator IPCO to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Originator IPCO hereby grants to Buyer a duly perfected security interest in all of such OriginatorIPCO’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Lock Box and Collection Account, all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of such Originator hereunderIPCO hereunder (collectively, the “IPCO Collateral”), which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Sources: Receivables Sale and Contribution Agreement (International Paper Co /New/)
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c), any sale or contribution by any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that the sale of Receivables hereunder shall constitute a true sale and absolute assignment thereof, each Originator hereby grants to Buyer a security interest in all of such Originator’s 's right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Receivables and all proceeds of the foregoing (collectively, the "Originator Collateral"), to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of such Originator hereunder, which . Originator shall take such action as may be necessary or appropriate to ensure that such security interest shall be is duly perfected and prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Sources: Receivables Sale Agreement (PPL Electric Utilities Corp)
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(b), any sale or contribution by any Originator to Buyer of Receivables hereunder shall not be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to to, and hereby does, constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Originator hereby grants to Buyer a valid and enforceable security interest in all of such Originator’s 's right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, the Transfer Agreement, all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate outstanding Purchase Price of the Receivables together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Characterization. If, notwithstanding the ---------------- intention of the parties expressed in Section 1.2(c1.1(b), any sale or contribution by any Original Seller to Originator to Buyer of Receivables hereunder shall not be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to to, and hereby does, constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Originator Original Seller hereby grants to Buyer Originator a valid and enforceable security interest in all of such Originator’s Original Seller's right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate outstanding Purchase Price of the such Original Seller's Receivables together with all other obligations of such Originator Original Seller hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer Originator and its assigns shall have, in addition to the rights and remedies which that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(c), any sale or contribution transfer by any Originator to the Buyer of Receivables hereunder shall be characterized as in any manner other than a secured loan and not a true sale or true contribution or such sale or contribution, as the case may be, shall transfer for any reason shall be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the applicable UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables hereunder each transfer shall constitute a true sale or true contribution and absolute assignment thereof, each Originator of the Originators hereby grants to the Buyer a security interest in all of such Originator’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Receivables Assets and all proceeds thereof, whether existing as of the foregoing close of business on the Initial Cutoff Date or thereafter arising through and including the Termination Date (collectively, the “Originator Collateral”), to secure the prompt and complete payment of a loan deemed to have been made by the Buyer to each Originator in an amount equal to the aggregate Purchase Price for the Purchased Receivables originated by such Originator (and, in the case of KapStone Kraft, the Purchase Price that would have been payable for its Contributed Receivables had they not been contributed to the Buyer’s capital), together with all other obligations of such Originator hereunder, which security interest shall be interest, each of the Originators hereby represents and warrants, is valid, duly perfected and prior to all other Adverse Claims theretoClaims. The Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Sources: Receivables Sale Agreement (Kapstone Paper & Packaging Corp)
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c), any sale or contribution by any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables by each Originator hereunder shall constitute a true sale thereof, each Originator hereby grants to Buyer a security interest in all of such Originator’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under all of its Receivables which are now existing and or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables purchased from such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims theretoLiens thereon. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(b), any sale or contribution by any an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s 's right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising, all Collections and Collections, Related Security and Records with respect thereto, all other rights and payments relating to the Receivables, each Lock-Box and Collection Account, all other rights and payments relating to the Receivables and all proceeds of the foregoing and all other assets in which the Buyer has acquired, may hereafter acquire and/or purports to have acquired an interest under this Agreement, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables generated by such Originator together with all of the other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence and during the continuance of an Amortization Event, Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Sources: Receivables Sale Agreement (Insight Enterprises Inc)
Characterization. If, notwithstanding If the intention conveyance by the Seller to the Purchasers of the parties expressed interests in Section 1.2(c), any sale or contribution by any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contributionsale, as it is the case may be, shall for any reason be ineffective or unenforceable, then intention of the parties hereto that this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose , and without being in derogation that the Seller shall be deemed to have granted to the Agent for the ratable benefit of the parties’ intention that the sale of Receivables hereunder shall constitute Purchasers a true sale thereof, each Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s the Seller's right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arisingthe Receivables, all Collections and Related Security with respect theretothe -40- 42 Collections, each Lock-Box and Collection Account, all Related Security, all payments on or with respect to such Receivables, all other rights relating to and payments relating to made in respect of the Receivables Receivables, and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of such Originator hereunder, which security interest shall be any thereof prior to all other Adverse Claims theretoliens on and security interests therein to secure the payment of the Aggregate Unpaids, including the indemnity obligations of the Seller under Article VIII, the payment and reimbursement by the Seller to the Purchasers of all Capital hereunder, and the payment of all other obligations owed hereunder to the Agent and the Purchasers. Buyer After a Termination Event, the Agent and its assigns the Purchasers shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Bindley Western Industries Inc)
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(b), any sale or contribution transfer by any Originator to the Buyer of Receivables hereunder shall be characterized as in any manner other than a secured loan and not a true sale or true contribution or such sale or contribution, as the case may be, shall transfer for any reason shall be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the applicable UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables hereunder each transfer shall constitute a true sale or true contribution and absolute assignment thereof, each Originator of the Originators hereby grants to the Buyer a security interest in all of such Originator’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Receivables Assets and all proceeds thereof, whether existing as of the foregoing close of business on the Initial Cutoff Date or thereafter arising through and including the Termination Date (collectively, the “Originator Collateral”), to secure the prompt and complete payment of a loan deemed to have been made by the Buyer to each Originator in an amount equal to the aggregate Purchase Price for the Purchased Receivables originated by such Originator (and, in the case of Colors, the Purchase Price that would have been payable for its Contributed Receivables had they not been contributed to the Buyer’s capital), together with all other obligations of such Originator hereunder, which security interest shall be interest, each of the Originators hereby represents and warrants, is valid, duly perfected and prior to all other Adverse Claims theretoClaims. The Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Sources: Receivables Sale Agreement (Sensient Technologies Corp)
Characterization. This agreement constitutes a "security agreement" as defined in the UCC that the parties intend provides for the "security interest" of a buyer of accounts under the UCC. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(b), any sale or contribution by any Originator Seller to Buyer Finance Subsidiary of Receivables hereunder shall be characterized as a secured loan by the Sellers to Finance Subsidiary and not a true sale or contribution of accounts or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement in respect of such loan under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Originator Seller hereby grants to Buyer Finance Subsidiary a security interest in all of such Originator’s Seller's right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising, all Collections and Collections, Related Security and Records with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Receivables and all proceeds of the foregoing foregoing, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of such Originator hereunderloan, which security interest shall be prior to all other Adverse Claims thereto. Buyer After the occurrence of an Amortization Event, Finance Subsidiary and its assigns shall have, in addition to the rights and remedies which they may have under specified in this Agreement, all other rights and remedies provided to a secured creditor party after default in a transaction which is a sale of accounts under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Sources: Receivables Sale Agreement (Wix Filtration Media Specialists, Inc.)
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(b), any sale or contribution by any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceableunenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising, all Collections and Collections, Related Security and Records with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Receivables Account and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of such Originator hereunderforegoing, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of an Amortization Event, Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. In the case of any Recharacterization, each of the Originator and the Buyer represents and warrants as to itself that each remittance of Collections by the Originator to the Buyer hereunder will have been (i) in payment of a debt incurred by the Originator in the ordinary course of business or financial affairs of the Originator and the Buyer and (ii) made in the ordinary course of business or financial affairs of the Originator and the Buyer.”
Appears in 1 contract
Sources: Receivables Sale Agreement (Anixter International Inc)
Characterization. If, notwithstanding the intention of ---------------- the parties expressed in Section 1.2(c), any sale or contribution by any an -------------- Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that the sale of Receivables by each Originator hereunder shall constitute a true sale thereof, each such Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s 's right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables of such Originator which are now existing and or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables purchased from such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Characterization. If, notwithstanding the intention of the parties expressed in Section SECTION 1.2(c), any sale or contribution by any Originator Seller to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that the sale of Receivables by Seller hereunder shall constitute a true sale thereof, each Originator Seller hereby grants to Buyer a duly perfected security interest in all of such Originator’s Seller's right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables of Seller which are now existing and or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables purchased from Seller together with all other obligations of such Originator Seller hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c), any sale or contribution by any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not as a sale or contribution contribution, or such sale or contribution, as the case may be, contribution shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that the sale each transfer of Receivables by an Originator hereunder shall constitute a true sale or contribution thereof, each : Each Originator hereby grants to Buyer a valid and continuing security interest in all of such Originator’s 's right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables which are now existing or hereafter arising and hereafter arisingare intended to be sold or contributed by such Originator to Buyer in accordance with the terms of this Agreement, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables purchased from such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Sources: Receivables Sale Agreement (Us Xpress Enterprises Inc)
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(b), any sale or contribution by any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s 's right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, the Transfer Agreement, all other rights and payments relating to the such Originator's Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Characterization. IfThe parties hereto hereby agree that ---------------- they intend the transactions contemplated by this Agreement to be a sale of Receivables Interests. Nonetheless, notwithstanding if the intention conveyance by the Seller to the Purchasers of the parties expressed interests in Section 1.2(c), any sale or contribution by any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contributionsale, as it is the case may be, shall for any reason be ineffective or unenforceable, then intention of the parties hereto that this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose , and without being in derogation that the Seller shall be deemed to have granted to the Agent, for the ratable benefit of the parties’ intention that the sale of Receivables hereunder shall constitute Purchasers, a true sale thereof, each Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s the Seller's right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arisingthe Receivables, all Collections and Related Security with respect theretothe Collections, each Lock-Box and Collection Account, all Related Security, all payments on or with respect to the Receivables, all other rights relating to and payments relating to made in respect of the Receivables Receivables, and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of such Originator hereunder, which security interest shall be any thereof prior to all other Adverse Claims theretoliens on and security interests therein, in each case to secure the payment of the Aggregate Unpaids and any and all other payment obligations of the Seller (including, --------- without limitation, the indemnity obligations of the Seller under Article VIII ------- ----------- hereof) owed under any Transaction Document. Buyer After an Event of Default, the Agent and its assigns the Purchasers shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative.. * * * * *
Appears in 1 contract
Sources: Receivables Purchase Agreement (Hampshire Funding Inc)
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(d), any sale or contribution by any Originator of the Original Sellers to CMI, by CMI to Assignor, or by Assignor to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or capital contribution or such sale or contribution, as the case may be, capital contribution shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale and contribution of Receivables hereunder shall constitute or otherwise have the effect of a true sale thereof, each Originator of the Original Sellers, CMI, and Assignor hereby grants grant to Buyer CMI, Table of Contents Assignor and Buyer, respectively a duly perfected security interest in all of such OriginatorOriginal Sellers’, CMI’s and Assignor’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arisingdescribed to be transferred pursuant to this Agreement, all Collections and Collections, Related Security and Records with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of such Originator hereunderforegoing, which security interest shall be prior to all other Adverse Claims thereto. CMI, Assignor, Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Sources: Receivables Sale and Contribution Agreement (Johnson Polymer Inc)
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(b), any sale or contribution by any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution sale, or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the each sale of Receivables hereunder shall constitute a true sale thereof, each Originator hereby grants to Buyer on and after the Initial Purchase Date a duly perfected security interest in all of such Originator’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto, each Lock-Box and Collection Lock-Box Account, all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(b), any sale or contribution by any Originator Transferor to Buyer Transferee of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the each sale of Receivables hereunder shall constitute a true sale thereof, each Originator Transferor hereby grants to Buyer Transferee a duly perfected security interest in all of such OriginatorTransferor’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection AccountCollections, all other rights and payments relating to the Receivables and all proceeds of the foregoing (other than the Purchase Price) to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate Purchase Price of the all outstanding Receivables together with all other obligations of such Originator Transferor hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer Transferee and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Sources: Receivables Sale Agreement (Navistar Financial Corp)
Characterization. If, notwithstanding (a) It is the intention of the parties expressed in Section 1.2(c), any sale or contribution by any Originator to Buyer of Receivables hereto that each Purchase hereunder shall be characterized as constitute a secured loan with limited recourse, for federal income tax purposes and otherwise. Except as specifically provided in this Agreement, each transfer of a Receivable Interest hereunder is made without recourse to the Seller; provided, however, that (i) the Seller shall be liable to the Purchaser, the Agent and the Surety Provider for all representations, warranties and covenants made by the Seller pursuant to the terms of this Agreement, and (ii) such transfer does not a sale constitute and is not intended to result in an assumption by the Purchaser, the Agent or contribution the Surety Provider of any obligation of the Seller, WFLLC or such sale either of the Originators or contributionany other person arising in connection with the Pledged Property, as or any other obligations of the case may beSeller, shall for any reason be ineffective WFLLC or unenforceable, then either of the Originators.
(b) It is the intention of the parties hereto that this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose , and without being in derogation of the parties’ intention that the sale Seller shall be deemed to have granted to the Agent for the benefit of Receivables hereunder shall constitute Purchaser a true sale thereof, each Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s the Seller's right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of such Originator hereunder, which security interest shall be Pledged Property prior to all other Adverse Claims theretoliens on and security interests therein. Buyer After a Servicer Default, the Agent and its assigns the Purchaser shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Sources: Receivables Sale Agreement (Wabash National Corp /De)
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(cSECTION 1.1(c), any sale or contribution by any Originator the Parent to Buyer the SPV of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or absolute assignment or such sale or contribution, as the case may be, contribution shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that the sale contribution and absolute assignment of Receivables by the Parent hereunder shall constitute a true sale contribution and absolute assignment thereof, each Originator the Parent hereby grants to Buyer the SPV a duly perfected security interest in all of such Originator’s the Parent's right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables of the Parent which are now existing and or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price Outstanding Balance of the Receivables contributed and absolutely assigned by the Parent together with all other obligations of such Originator the Parent hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer The SPV and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Sources: Receivables Contribution Agreement (Thomas & Betts Corp)
Characterization. If, notwithstanding the intention of the parties expressed in Section SECTION 1.2(c), any sale or contribution by any an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that the sale of Receivables by each Originator hereunder shall constitute a true sale thereof, each such Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s 's right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables of such Originator which are now existing and or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables purchased from such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(b), any sale or contribution by any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s 's right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection AccountBox, all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c2.02(c), any sale or contribution by any Originator to Buyer Transferee of Receivables Transferred Receivables, Related Security or Collections hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, contribution shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and any other applicable lawRequirement of Law. For this purpose and without being in derogation of the parties’ intention that the sale or contribution of Receivables Transferred Receivables, Related Security and Collections hereunder shall constitute a true sale or true contribution thereof, each Originator hereby grants to Buyer Transferee a security interest in all of such Originator’s right, title and interest, whether now owned or hereafter acquired, in, to and under all Transferred Receivables originated by such Originator and all Related Security relating thereto and all Collections thereof now existing and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box Lockbox and Collection Account, all other rights and payments relating to the such Transferred Receivables and all proceeds of the foregoing foregoing, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price Transfer Consideration of the such Transferred Receivables together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims theretoLiens thereon. Buyer Transferee and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Sources: Receivables Transfer Agreement (Basic Energy Services Inc)
Characterization. This agreement constitutes a “security agreement” as defined in the Uniform Commercial Code that the parties intend provides for the “security interest” of a buyer of accounts under the Uniform Commercial Code. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(b), any sale or contribution by any Originator SunGard Financing to Buyer SunGard Funding II of Receivables hereunder shall be characterized as a secured loan by SunGard Financing to SunGard Funding II and not a true sale or contribution of accounts or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement in respect of such loan under the UCC Uniform Commercial Code and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Originator SunGard Financing hereby grants to Buyer SunGard Funding II a security interest in all of such OriginatorSunGard Financing’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now Assets existing and hereafter arising, arising and all Collections and Related Security Records with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Receivables and all proceeds of the foregoing foregoing, and the SunGard Financing Related Security to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of such Originator hereunderloan, which security interest shall be prior to all other Adverse Claims theretoLiens. Buyer After the occurrence of an Early Amortization Event, SunGard Funding II and its assigns shall have, in addition to the rights and remedies which they may have under specified in this Agreement, all other rights and remedies provided to a secured creditor party after default in a transaction which is a sale of accounts under the UCC Uniform Commercial Code and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Sources: Bridge Second Step Receivables Purchase Agreement (Sungard Data Systems Inc)
Characterization. If, notwithstanding the intention of the ---------------- parties expressed in Section 1.2(c1.1(c), any sale or contribution by any an Originator to the Buyer of -------------- Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that the sale of Receivables by each Originator hereunder shall constitute a true sale thereof, each such Originator hereby grants to the Buyer a duly perfected security interest in all of such Originator’s 's right, title and interest, whether now owned or hereafter acquired, in, interest in and to and under all Receivables now existing of such Originator which exist on the Initial Cutoff Date or arise thereafter through and hereafter arisingincluding the Termination Date, together with all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the such Receivables and all proceeds of the foregoing foregoing, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables purchased from such Originator together with any Purchase Interest applicable thereto and all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Upon the occurrence of a Termination Event, the Buyer and its assigns shall have, in addition to the rights and remedies which they it may have under this Agreement, all other rights and remedies provided to a secured creditor upon default under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Sources: Receivables Purchase and Sale Agreement (Mohawk Industries Inc)
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c), any sale or contribution by any Originator IPFS to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Originator IPFS hereby grants to Buyer a duly perfected security interest in all of such OriginatorIPFS’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Lock Box and Collection Account, the First-Step Sale Agreement, all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of such Originator IPFS hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Sources: Receivables Sale and Contribution Agreement (International Paper Co /New/)
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(c), any sale or contribution by any an Originator to the Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that the sale of Receivables by each Originator hereunder shall constitute a true sale thereof, each such Originator hereby grants to the Buyer a duly perfected security interest in all of such Originator’s 's right, title and interest, whether now owned or hereafter acquired, in, interest in and to and under all Receivables now existing of such Originator which exist on the date hereof or arise thereafter through and hereafter arisingincluding the Termination Date, together with all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the such Receivables and all proceeds of the foregoing foregoing, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables purchased from such Originator together with any Purchase Interest applicable thereto and all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Upon the occurrence of a Termination Event, the Buyer and its assigns shall have, in addition to the rights and remedies which they it may have under this Agreement, all other rights and remedies provided to a secured creditor upon default under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Sources: Receivables Purchase and Sale Agreement (Mohawk Industries Inc)
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c2.1(b), any sale or contribution by any Originator to Buyer Purchaser of Receivables Contracts identified in a Purchase Request hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables Contracts identified in a Purchase Request hereunder shall constitute a true sale thereof, each Originator hereby grants to Buyer Purchaser a duly perfected security interest in all of such Originator’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables Contracts identified in a Purchase Request now existing and hereafter arising, all Collections Collections, Related Security and Related Security Documents with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Receivables such Originator’s Contracts and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate Purchase Price of the Receivables Contracts together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims theretoLiens therein. Buyer Purchaser and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Sources: Receivables Sale Agreement (Patterson Companies, Inc.)
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(b), any sale or contribution by any Originator Interface to Buyer SPV of Receivables hereunder shall not be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to to, and hereby does, constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Originator Interface hereby grants to Buyer SPV a valid and enforceable security interest in all of such Originator’s Interface's right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box LockBox and Collection LockBox Account, the Transfer Agreement, all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate outstanding Purchase Price of the Receivables together with all other obligations of such Originator Interface hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer SPV and its assigns shall have, in addition to the rights and remedies which that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(b), any sale or capital contribution by any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or capital contribution or such sale or contribution, as the case may be, capital contribution shall for any reason be ineffective or unenforceableunenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the each sale or capital contribution of Receivables hereunder shall constitute a true sale or capital contribution thereof, each as applicable, Originator hereby grants to Buyer a valid security interest in all of such Originator’s right, title and interest, whether now owned or hereafter acquired, in, to and under all Receivables now existing and hereafter arisingarising (including, without limitation, all Collections and Receivables sold hereunder after the Termination Date), all Collections, all Related Security with respect thereto, each Lock-Box and Collection Account, Account and all other rights and payments relating to the such Receivables and all proceeds of the foregoing foregoing, and all other assets in which Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions of this Agreement to have acquired an interest under this Agreement to secure all payment and performance obligations of Originator hereunder (including (a) the prompt obligation to remit all Collections with respect to such Receivables to Buyer and complete payment of (b) the obligation to transfer such Receivables to Buyer with a loan deemed to have been made in an amount value at least equal to the Purchase Price of the Receivables together with all other obligations of such Originator hereunder, thereof) which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.Claims
Appears in 1 contract
Sources: Receivables Sale Agreement (Marathon Petroleum Corp)
Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(b), any sale or contribution by any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box, P.O. Box and Collection Account, all other rights and payments relating to the such Originator’s Receivables and all proceeds of the foregoing to :secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate Purchase Price of the Receivables together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
Appears in 1 contract
Sources: Receivables Sale Agreement (Patterson Companies, Inc.)