Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investors. On each such Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent shall deposit to the Administrative Agent’s account, for the benefit of the applicable Class Investors for such Class, any amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion of the Net Investment allocated to such Tranche Period and (iii) all other Aggregate Unpaids owing to such Class Investors. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.
Appears in 4 contracts
Samples: Transfer and Administration Agreement (Tech Data Corp), Transfer and Administration Agreement (Tech Data Corp), Transfer and Administration Agreement (Tech Data Corp)
Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investors. On each such Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent shall deposit to the Administrative Agent’s account, for the benefit of the applicable Class Investors for such Class, any amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such the Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such ClassDate, the Collection Agent Master Servicer shall deposit to the Administrative Agent’s 's account to the extent not already so deposited, for the benefit of the Class Investors for such Class, Company or the amounts so set aside for such Class Bank Investors, pursuant to as applicable, from amounts on deposit in the second preceding sentenceCollection Account, but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period Period, (ii) the portion of the Net Investment allocated to such Tranche Period Period, and (iii) all other Aggregate Unpaids owing to such Class InvestorsUnpaids. On such day, the Collection Agent Master Servicer shall deposit to its account, from amounts on deposit in the amounts set aside for such Class, pursuant to the preceding sentence Collection Account which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent Master Servicer to distribute funds in payment in full of the aforementioned amounts, the Collection Agent Master Servicer shall distribute funds first, in payment of the accrued Discount, second, if the Transferor, Tech Data Parent or any Affiliate of the Transferor or Tech Data Parent is not then the Collection AgentMaster Servicer, to the Collection Agent’s Master Servicer's account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class InvestorsMaster Servicer, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fourth, in payment of all fees payable by the Pledgors hereunder, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data Parent or any Affiliate of the Transferor or Tech Data Parent is the Collection AgentMaster Servicer, to its account as Collection AgentMaster Servicer, in payment of the Servicing Fee payable to such Person as Collection AgentMaster Servicer. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s 's account, shall distribute such amounts to the Class Investors, each as Company and/or the Bank Investors entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Company and the Bank Investors, shall be considered deemed to have reconveyed automatically re-assigned to the Transferor Pledgors all of the Class Investors’ Agent's right, title and interest in and to the Affected Assets (including the Transferred Pledged Interest), (iiiii) the Collection Agent Master Servicer shall pay to the Transferor Pledgors any remaining Collections set aside and held by amounts on deposit in the Collection Agent pursuant to the third sentence of this Section 2.6 Account and (iviii) the Administrative Agent, on behalf of the applicable Class Investor(s)Company and the Bank Investors, shall execute and deliver to the TransferorPledgors, at the Transferor’s Pledgors' expense, such documents or instruments as are necessary to terminate the Class Investors’ respective Agent's interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6Pledgors.
Appears in 2 contracts
Samples: Transfer and Administration Agreement (Unicapital Corp), Transfer and Administration Agreement (Unicapital Corp)
Liquidation Settlement Procedures. If at any time on or prior to On the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit Liquidation Day of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class a Receivable Interest and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, the Collection Agent Servicer shall set aside and hold in trust for the applicable Class Investors for holder of such Class (or deposit into Receivable Interest, the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for percentage evidenced by such Class Receivable Interest of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investorsday. On each Settlement Date after the occurrence of the Liquidation Day in respect of such Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occursReceivable Interest, the Collection Agent Servicer shall deposit remit to the Administrative Agent’s account's account the amounts set aside pursuant to the preceding sentence, for the benefit of the applicable Class Investors for such Class, together with any remaining amounts set aside pursuant to Section 2.5 above. With respect 1.8 prior to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentenceday, but not to exceed the sum of (i) the accrued Discount (whichor Funding Charges for, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” fundingand Servicing Fee allocable to, shall be determined for such purpose using the CP Rate most recently determined by the related Class AgentReceivable Interest, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion Capital of the Net Investment allocated to such Tranche Period Receivable Interest, and (iii) the aggregate of all other Aggregate Unpaids owing to such Class Investors. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant then owed hereunder by Seller to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche PeriodPurchasers. If there shall be insufficient funds on deposit for the Collection Agent Servicer to distribute funds in payment in full of the aforementioned amounts, the Collection Agent Servicer shall distribute funds firstFIRST, to reimbursement of the Agent's costs of collection and enforcement of this Agreement, SECOND, if the Transferor, Tech Data Servicer is not the Seller or any Affiliate of the Transferor or Tech Data is not then the Collection AgentSeller, to enable the Collection Agent’s accountapplicable Purchasers to pay their allocable portion of the accrued Servicing Fee, THIRD, in payment reduction of the Servicing Fee payable to Capital of the Collection AgentReceivable Interests, secondFOURTH, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Classand Funding Charges for the Receivable Interests, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifthFIFTH, in payment of all other Aggregate Unpaids owing amounts payable to the Class Investors, as applicablePurchasers, and sixthSIXTH, if the Transferor, Tech Data Seller or any Affiliate of the Transferor or Tech Data Seller is the Collection AgentServicer, to its account as Collection Agent, enable the applicable Purchasers to pay their allocable portion of the accrued Servicing Fee. Collections allocated to the Receivable Interests of the Investors shall be shared ratably by the Investors in accordance with their Pro Rata Shares. Collections applied to the payment of fees, expenses, Discount, Funding Charges and all other amounts payable by the Servicing Fee payable Seller to such Person as Collection Agent. The Administrative Agent, upon its receipt of the Agent and the Purchasers hereunder shall be allocated ratably among the Agent and the Purchasers in accordance with such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereofeach of them. Following the date after all Termination Dates on which the Aggregate Net Investment has been Unpaids are reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent Servicer shall pay to the Transferor Seller any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor Servicer pursuant to this Section 2.61.7.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Metals Usa Inc), Receivables Purchase Agreement (Metals Usa Inc)
Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment On each Liquidation Day during each Settlement Period for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such ClassEligible Asset, the Collection Agent shall set aside (and segregate if instructed by the Agent to do so under Section 6.02(a)) and hold in trust for the applicable Class Investors for Owner of such Class (or deposit into Eligible Asset the Collection Account if so required pursuant Collections of Pool Receivables attributable to Section 2.12 hereof) the Percentage Factor for such Class of all Collections Eligible Asset received on such day. On the second Business Day following the last day and of each Settlement Period for such Eligible Asset in the case of any Eligible Asset for which Yield shall set aside and hold in trust be determined for the Transferor such portion of Collections not allocated Settlement Period with reference to the Class Investors. On Investor Rate, and on the last day of each such Termination Date or the day on which a Termination Event or Potential Termination Event Settlement Period for such Class for which there is no grace period occurseach other Eligible Asset, the Collection Agent shall deposit to the Administrative Agent’s account, 's Account for the benefit account of the applicable Class Investors for Owner of such Class, any Eligible Asset the amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, sentence but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined Yield for such purpose using the CP Rate most recently determined by the related Class AgentEligible Asset, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion Capital of the Net Investment allocated to such Tranche Period and Eligible Asset, (iii) all other Aggregate Unpaids owing the accrued Collection Agent Fee payable with respect to such Class InvestorsEligible Asset and (iv) the aggregate amount of other amounts owed hereunder by the Seller to the Owner of such Eligible Asset. On such day, the Collection Agent shall deposit to its account, from the Any amounts set aside for such Class, pursuant to the first sentence of this Section 2.06 and not required to be deposited to the Agent's Account pursuant to the preceding sentence which remain after payment shall be paid to the Seller by the Collection Agent; provided, however, that, if amounts are set aside during such Settlement Period pursuant to the first sentence of this Section 2.06 on any Liquidation Day and thereafter during such Settlement Period the conditions set forth in full Section 3.02 are satisfied or are waived by the Agent, such previously set aside amounts shall, to the extent representing a return of Capital, be applied pursuant to clause (ii) of the aforementioned amountsfirst sentence of Section 2.05 on the day of such subsequent satisfaction or waiver of conditions. Upon receipt of funds deposited to the Agent's Account pursuant to the preceding sentence or Section 7.07 of the Credit Agreement, the Agent shall distribute them (i) to the Owner of such Eligible Asset (a) in payment of the accrued Servicing Fee Yield for such Tranche PeriodEligible Asset, (b) in reduction (to zero) of the Capital of such Eligible Asset and (c) in payment of any other amounts owed by the Seller hereunder to such Owner and (ii) to the Collection Agent in payment of the accrued Collection Agent Fee payable with respect to such Eligible Asset. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds funds, first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agentaccrued Yield for such Eligible Asset, second, in payment reduction of all fees payable by the Transferor to the Administrative Agent or any Capital of the Class Investorssuch Eligible Asset, third, in payment of the accrued Discount other amounts payable to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicableOwner, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agentfourth, in payment of the Servicing accrued Collection Agent Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6Eligible Asset.
Appears in 2 contracts
Samples: Trade Receivables Purchase and Sale Agreement (Polyone Corp), Trade Receivables Purchase and Sale Agreement (Geon Co)
Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment On each Liquidation Day during each Settlement Period for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such ClassEligible Asset, the Collection Agent shall set aside (and segregate if instructed by the Agent to do so under Section 6.02(a)) and hold in trust for the applicable Class Investors Owner of such Eligible Asset and, in the case of each Settlement Period that occurs during any Collateral Account Period, transfer to the Cash Collateral Account for the account of the Owner of such Class (or deposit into Eligible Asset, the Collection Account if so required pursuant Collections of Pool Receivables attributable to Section 2.12 hereof) the Percentage Factor for such Class of all Collections Eligible Asset received on such day. On the second Business Day following the last day and of each Settlement Period for such Eligible Asset in the case of any Eligible Asset for which Yield shall set aside and hold in trust be determined for the Transferor such portion of Collections not allocated Settlement Period with reference to the Class Investors. On Investor Rate, and on the last day of each such Termination Date or the day on which a Termination Event or Potential Termination Event Settlement Period for such Class for which there is no grace period occurseach other Eligible Asset (in each case other than any Settlement Period that occurs during any Collateral Account Period), the Collection Agent shall deposit to the Administrative Agent’s account's Account, for the benefit account of the applicable Class Investors for Owner of such Class, any Eligible Asset the amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, sentence but not to exceed the sum of (i) the accrued Discount Yield for such Eligible Asset, (whichii) the Capital of such Eligible Asset, (iii) the accrued Collection Agent Fee payable with respect to such Eligible Asset and (iv) the aggregate amount of other amounts owed under any Transaction Document by the Seller to the Owner of such Eligible Asset or such Owner's Managing Agent or other Affiliate. Any amounts set aside or transferred pursuant to the first sentence of this Section 2.06 and not required to be deposited to the Agent's Account or the Cash Collateral Account pursuant to the preceding two sentences shall be paid to the Seller by the Collection Agent or the Agent, as the case may be; PROVIDED, HOWEVER, that, if amounts are set aside or transferred during such Settlement Period pursuant to the first sentence of this Section 2.06 on any Liquidation Day and thereafter during such Settlement Period the conditions set forth in Section 3.02 are satisfied or are waived by the Agent (with the consent or at the request of the Managing Agents), such previously set aside or transferred amounts shall, to the extent representing a return of Capital, be applied pursuant to clause (ii) of the first sentence of Section 2.05 on the day of such subsequent satisfaction or waiver of conditions. Upon receipt of funds deposited to the Agent's Account pursuant to the preceding sentences of this Section 2.06 and, in the case of Discount computed by reference the funds transferred to the CP Rate Cash Collateral Account pursuant to the first sentence of this Section 2.06, from time to time as shall be determined by the Agent (with the consent or at the request of the Managing Agent of the Owner of such Eligible Asset), the Agent shall distribute such funds (i) to the Owner of such Eligible Asset (a) in payment of the accrued Yield for such Eligible Asset, (b) in reduction (to zero) of the Capital of such Eligible Asset and (c) in payment of any other amounts owed by the Seller hereunder to such Owner or such Owner's Managing Agent or other Affiliate and (ii) to the Collection Agent in payment of the accrued Collection Agent Fee payable with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion of the Net Investment allocated to such Tranche Period and (iii) all other Aggregate Unpaids owing to such Class Investors. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche PeriodEligible Asset. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds firstfunds, FIRST, if the Transferor, Tech Data a Person other than PolyOne or any Affiliate Originator or one of their respective Affiliates is then acting as the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing accrued Collection Agent Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above Eligible Asset, SECOND, in payment of the accrued Yield for which the Administrative Agent shall have insufficient funds to pay all such Eligible Asset, THIRD, in reduction of Capital of such Eligible Asset, FOURTH, in payment of other amounts owing on such date, ratably (based on the amounts in such categories owing payable to such Persons) among all Owner or such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zeroOwner's Managing Agent or other Affiliate, all accrued Discount and Servicing Fees have been paid in full and all FIFTH, if PolyOne, any other Aggregate Unpaids have been paid in full, (i) Originator or any one of their respective Affiliates is then acting as the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf in payment of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the accrued Collection Agent shall pay Fee payable with respect to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6Eligible Asset.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Polyone Corp), Trade Receivables Purchase and Sale Agreement (Polyone Corp)
Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class --------------------------------- Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors Company from previously received CollectionsCollections distributed to the Transferor, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate a Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts amount shall be applied pro rata by the Company to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such ClassCompany. With respect to each Class, on On the Termination Date for such Class and on each day thereafter, and on each day and after the date on which the Agent delivers to the Transferor notice that a Termination Event or Potential Termination Event has occurred and is continuing for such Classoccurred, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for such Class Company (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof2.12) the Percentage Factor for such Class of all Collections received by the Transferor on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investorsday. On each such the Termination Date or the day on which the Agent delivers to the Transferor notice that a Termination Event or Potential Termination Event for such Class for which there is no grace period occurshas occurred, the Collection Agent shall deposit to the Administrative Agent’s account, for the benefit of the applicable Class Investors for such Class, Company's account any remaining amounts set aside pursuant to Section 2.5 2.5(i) above. With respect to each Class, on On the last day of each Tranche Period to occur on or after such the Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such ClassEvent, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such ClassCompany's account, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, together with any remaining amounts set aside pursuant to Section 2.5(i) prior to the Termination Date or the day on which a Potential Termination Event occurs but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period Period, (ii) the portion of the Net Investment allocated to such Tranche Period Period, and (iii) the aggregate of all other Aggregate Unpaids owing then owed (whether due or accrued) hereunder by Transferor to such Class Investorsthe Company. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, in payment of the accrued ----- Discount, second, in payment of all fees and expenses payable to the Company ------ hereunder, third, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the ----- Collection Agent’s 's account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any such ------ Tranche Period ending on such datePeriod, fifth, in payment of all other Aggregate Unpaids owing amounts payable to the Class Investors, as applicable, Company ----- and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as ----- Collection Agent, in payment of the Servicing Fee payable to such Person the Transferor as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each ClassFactor, (ii) the Administrative Agent, on behalf of the Class Investors, Company shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and any interest in the Receivables and to the Affected Assets related property (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third second sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), Company shall execute and deliver to the Transferor, at the Transferor’s 's expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests Company's interest in the Affected AssetsReceivables and related property. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.
Appears in 2 contracts
Samples: Transfer and Administration Agreement (Safeguard Scientifics Inc Et Al), Transfer and Administration Agreement (Compucom Systems Inc)
Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for On each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class Liquidation Day and on each day thereafter, and on Provisional Liquidation Day during each day on which a Termination Event or Potential Termination Event has occurred and is continuing Settlement Period for such Classeach Eligible Asset, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for Owner of such Class (or deposit into Eligible Asset the Collection Account if so required pursuant Collections of Pool Receivables attributable to Section 2.12 hereof) the Percentage Factor for such Class of all Collections Eligible Asset received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class InvestorsDay. On the last day of each such Termination Date or the day on which a Termination Event or Potential Termination Event Settlement Period for such Class for which there is no grace period occurseach Eligible Asset, the Collection Agent shall deposit to the Administrative Agent’s account, 's Account for the benefit account of the applicable Class Investors for Owner of such Class, any Eligible Asset the amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, sentence but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined Yield for such purpose using the CP Rate most recently determined by the related Class AgentEligible Asset, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion Capital of the Net Investment allocated to such Tranche Period and Eligible Asset, (iii) all other Aggregate Unpaids owing the accrued Collection Agent Fee payable with respect to such Class InvestorsEligible Asset and (iv) the aggregate amount of other amounts owed hereunder by the Seller to the Owner of such Eligible Asset. On such day, the Collection Agent shall deposit to its account, from the Any amounts set aside for such Class, pursuant to the first sentence of this Section 2.06 and not required to be deposited to the Agent's Account pursuant to the preceding sentence shall be paid to the Seller by the Collection Agent; provided, however, that if amounts are set aside pursuant to the first sentence of this Section 2.06 on any Provisional Liquidation Day which remain after payment in full is subsequently determined not to be a Liquidation Day, such amounts shall be applied pursuant to clause (ii) of the aforementioned amountsfirst sentence of Section 2.05 on the day of such subsequent determination. Upon receipt of funds deposited to the Agent's Account pursuant to the preceding sentence, the Agent shall distribute them (i) to the Owner of such Eligible Asset (a) in payment of the accrued Servicing Fee Yield for such Tranche PeriodEligible Asset, (b) in reduction (to zero) of the Capital of such Eligible Asset and (c) in payment of any other amounts owed by the Seller hereunder to such Owner and (ii) to the Collection Agent in payment of the accrued Collection Agent Fee payable with respect to such Eligible Asset. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.the
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Detroit Edison Co), Purchase and Sale Agreement (Detroit Edison Securitization Funding LLC)
Liquidation Settlement Procedures. If at any time on or prior to On the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit Liquidation --------------------------------- Day of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class a Receivable Interest and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for holder of such Class (or deposit into Receivable Interest, the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for percentage evidenced by such Class Receivable Interest of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investorsday. On each such Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent shall deposit to the Administrative Agent’s account, for the benefit of the applicable Class Investors for such Class, any amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such ClassReceivable Interest after the occurrence of its Liquidation Day, the Collection Agent shall deposit remit to the Administrative Agent’s 's account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, together with any remaining amounts set aside pursuant to Section 1.8 prior to such day, but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class AgentReceivable Interest, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion Capital of the Net Investment allocated to such Tranche Period Receivable Interest, and (iii) the aggregate of all other Aggregate Unpaids owing to such Class Investors. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant then owed hereunder by Seller to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche PeriodPurchasers. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, if the Transferor, Tech Data or any Affiliate to reimbursement of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment 's costs of the Servicing Fee payable to the Collection Agentcollection and enforcement of this Agreement, second, in payment of all fees payable by the Transferor to the Administrative Agent or any reduction of the Class InvestorsCapital of the Receivable Interests, third, in payment of the all accrued Discount to each Class, for the Receivable Interests and fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids amounts payable to the Purchasers. Collections allocated to the Receivable Interests of the Investors shall be shared ratably by the Investors in accordance with their Pro Rata Shares. Collections applied to the payment of fees, expenses, Discount and all other amounts payable by the Seller to the Agent and the Purchasers hereunder shall be allocated ratably among the Agent and the Purchasers in accordance with such amounts owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate each of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereofthem. Following the date after all Termination Dates on which the Aggregate Net Investment has been Unpaids are reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor Seller any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.61.7.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Bon Ton Stores Inc), Receivables Purchase Agreement (Bon Ton Stores Inc)
Liquidation Settlement Procedures. If at any time on or prior to On the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, the Collection Agent Servicer shall set aside and hold in trust for each Owner of each Percentage Interest, the applicable Class Investors for Collections in respect of such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections Interest received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investorsday. On each such Settlement Date in respect of each Purchase Period for each Percentage Interest to occur on or after the Termination Date or (and, if both the day Termination Date and a Transition Event shall have occurred and the Agent shall so request, on which a Termination Event or Potential Termination Event for each other Business Day during such Class for which there is no grace period occursPurchase Period), the Collection Agent Servicer shall deposit to the Administrative Agent’s account's Account the amounts set aside pursuant to the preceding sentence with respect to such Percentage Interest, for the benefit of the applicable Class Investors for such Class, together with any remaining amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit 2.05 prior to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentenceTermination Date, but not to exceed the sum of (ia) the accrued Discount Yield for such Percentage Interest, (whichb) the Purchase Price of such Percentage Interest, in (c) the case aggregate of Discount computed all other amounts owed by reference the Seller to the CP Rate Owner of such Percentage Interest in connection with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion of the Net Investment allocated to such Tranche Period this Agreement and (iiid) all other Aggregate Unpaids owing to such Class Investors. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee payable with respect to such Percentage Interest. The Agent shall distribute the funds so received to the Owner of such Percentage Interest first, in full payment of the accrued Yield for such Tranche PeriodPercentage Interest (including, without limitation, the Breakage Fee, if any for such Percentage Interest then due and payable pursuant to the terms hereof), second, to the extent a Servicer other than WMECO or an Affiliate of WMECO has been designated by the Agent, in payment of the accrued Servicing Fee payable to such Servicer with respect to such Percentage Interest, third, in reduction (to zero) of the Purchase Price of such Percentage Interest, and fourth, in full payment of any other amounts owed by the Seller or the Servicer to such Owner in connection with this Agreement. The Agent shall distribute any remaining funds to the Servicer (if WMECO or an Affiliate of WMECO) in payment of the accrued Servicing Fee payable to such Person with respect to such Percentage Interest. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds funds, first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourthYield for such Percentage Interest (but, in reduction the case of the Net Investment allocated to any Tranche Period ending on Breakage Fee for such datePercentage Interest, fifth, in payment of all other Aggregate Unpaids owing only to the Class Investorsextent the Agent shall elect to pay such Breakage Fee from Collections attributable to such Percentage Interest under this Section 2.07 rather than from other funds pursuant to Section 2.11), as applicablesecond, and sixth, if to the Transferor, Tech Data extent a Servicer other than WMECO or any an Affiliate of WMECO has been designated by the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the accrued Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all Percentage Interest, third, in reduction of Purchase Price of such Percentage Interest, fourth, in payment of other amounts owing on such date, ratably (based on the amounts in such categories owing payable to such Persons) among all Owner, and fifth, to the Servicer (if WMECO or an Affiliate of WMECO), in payment of the accrued Servicing Fee payable to such Persons entitled Person with respect to payment thereofsuch Percentage Interest. Following the date after all Termination Dates on which Collection Date, the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent Servicer shall pay to the Transferor Seller any remaining Collections set aside and held by the Collection Agent Servicer pursuant to the third first sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.62.07.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Northeast Utilities System), Receivables Purchase Agreement (North Atlantic Energy Corp /Nh)
Liquidation Settlement Procedures. If at any time on or prior to On the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for Owner(s) of each Eligible Asset, the Collections of Pool Receivables allocable in respect of such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections Eligible Asset received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investorsday. On each such Payment Date for each Eligible Asset occurring on or after the Termination Date or Date, but without limitation to the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occursSeller's obligations under Section 2.10(a) of this Agreement, the Collection Agent shall deposit to the Administrative Agent’s 's account, for as described in Section 2.08 below, the benefit of amounts set aside pursuant to the applicable Class Investors for preceding sentence with respect to such ClassEligible Asset, together with any remaining amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit 2.05 prior to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentenceTermination Date, but not to exceed the sum of (ia) the accrued Discount Yield for such Eligible Asset, (whichb) the Capital of such Eligible Asset and (c) the aggregate amount of other amounts owed hereunder by the Seller to the Owner(s) of such Eligible Asset. Upon receipt of funds deposited to the Agent's account pursuant to the preceding sentences, the Agent shall distribute them to the Owner(s) of such Eligible Asset (x) ratably in accordance with their respective interests therein, (i) if the Ratings Requirement was not satisfied as of the Termination Date, in payment of the case of Discount computed by reference accrued Yield for such Eligible Asset, but only to the CP Rate extent that the Seller has not satisfied its obligations under Section 2.10(a) with respect to any Class Conduit that utilizes “pool” fundingsuch Payment Date, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion in reduction (to zero) of the Net Investment allocated to Capital of such Tranche Period Eligible Asset, and (iii) all other Aggregate Unpaids owing if the Ratings Requirement was satisfied as of the Termination Date, in payment of the accrued Yield for such Eligible Asset, but only to the extent that the Seller has not satisfied its obligations under Section 2.10(a) with respect to such Class Investors. On Payment Date, and (y) in payment of any other amounts owed by the Seller hereunder to such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche PeriodOwner. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds funds, first, if the Transferor, Tech Data or any Affiliate Ratings Requirement was not satisfied as of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, thirdTermination Date, in payment of the accrued Discount to each ClassYield for such Eligible Asset, fourthsecond, in reduction of the Net Investment allocated to any Tranche Period ending on Capital of such dateEligible Asset, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixththird, if the Transferor, Tech Data or any Affiliate Ratings Requirement was satisfied as of the Transferor or Tech Data is the Collection Agent, to its account as Collection AgentTermination Date, in payment of the Servicing Fee accrued Yield for such Eligible Asset, and fourth, in payment of other amounts payable to such Person as Collection Agent. The Administrative Agent, upon its receipt the Owner(s) of such amounts in Eligible Asset. On the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) first Business Day following the Collection Agent shall recompute the Percentage Factor for each ClassDate, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor Seller any remaining Collections set aside and held by the Collection Agent pursuant to the third first sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver 2.06. Notwithstanding anything to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests contrary in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Periodthis Section 2.06, the Collection Agent shall remit not be required to the Transferor such portion of segregate Collections set aside for the Transferor pursuant benefit of the Owners preceding remittance thereof to this the Agent unless the Agent shall have so requested as contemplated in Section 2.66.02(b).
Appears in 1 contract
Liquidation Settlement Procedures. If at any time on or prior to On the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, the Collection Agent Servicer shall set aside and hold in trust for each Owner of each Percentage Interest, the applicable Class Investors for Collections in respect of such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections Interest received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investorsday. On each such Settlement Date in respect of each Purchase Period for each Percentage Interest to occur on or after the Termination Date or (and, if both the day Termination Date and a Transition Event shall have occurred and the Agent shall so request, on which a Termination Event or Potential Termination Event for each other Business Day during such Class for which there is no grace period occursPurchase Period), the Collection Agent Servicer shall deposit to the Administrative Agent’s account's Account the amounts set aside pursuant to the preceding sentence with respect to such Percentage Interest, for the benefit of the applicable Class Investors for such Class, together with any remaining amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit 2.05 prior to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentenceTermination Date, but not to exceed the sum of (ia) the accrued Discount Yield for such Percentage Interest, (whichb) the Purchase Price of such Percentage Interest, in (c) the case aggregate of Discount computed all other amounts owed by reference the Seller to the CP Rate Owner of such Percentage Interest in connection with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion of the Net Investment allocated to such Tranche Period this Agreement and (iiid) all other Aggregate Unpaids owing to such Class Investors. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee payable with respect to such Percentage Interest. The Agent shall distribute the funds so received to the Owner of such Percentage Interest first, in full payment of the accrued Yield for such Tranche PeriodPercentage Interest (including, without limitation, the Breakage Fee, if any for such Percentage Interest then due and payable pursuant to the terms hereof), second, to the extent a Servicer other than the Seller or an Affiliate of the Seller has been designated by the Agent, in payment of the accrued Servicing Fee payable to such Servicer with respect to such Percentage Interest, third, in reduction (to zero) of the Purchase Price of such Percentage Interest, and fourth, in full payment of any other amounts owed by the Seller to such Owner in connection with this Agreement. The Agent shall distribute any remaining funds to the Servicer (if the Seller or an Affiliate of the Seller) in payment of the accrued Servicing Fee payable to such Person with respect to such Percentage Interest. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds funds, first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourthYield for such Percentage Interest (but, in reduction the case of the Net Investment allocated to any Tranche Period ending on Breakage Fee for such datePercentage Interest, fifth, in payment of all other Aggregate Unpaids owing only to the Class Investorsextent the Agent shall elect to pay such Breakage Fee from Collections attributable to such Percentage Interest under this Section 2.07 rather than from other funds pursuant to Section 2.11), as applicablesecond, and sixth, if to the Transferor, Tech Data extent a Servicer other than the Seller or any an Affiliate of the Transferor or Tech Data is Seller has been designated by the Collection Agent, to its account as Collection Agent, in payment of the accrued Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all Percentage Interest, third, in reduction of Purchase Price of such Percentage Interest, fourth, in payment of other amounts owing on such date, ratably (based on the amounts in such categories owing payable to such Persons) among all Owner, and fifth, to the Servicer (if the Seller or an Affiliate of the Seller), in payment of the accrued Servicing Fee payable to such Persons entitled Person with respect to payment thereofsuch Percentage Interest. Following the date after all Termination Dates on which Collection Date, the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent Servicer shall pay to the Transferor Seller any remaining Collections set aside and held by the Collection Agent Servicer pursuant to the third first sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.62.07.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (North Atlantic Energy Corp /Nh)
Liquidation Settlement Procedures. If at any time On the Expiration Date and on or prior to each day thereafter, the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor Servicer shall immediately pay to the Administrative Agent, hold in trust for the benefit of the Class Investors from previously received CollectionsOwners, an amount equal to the amount product of (i) the Buyer's Percentage Interest, expressed as a decimal and (ii) Collections, if any, received on such that, when applied in reduction day. If the Expiration Date occurred because of the Aggregate Net Investmentoccurrence of any Termination Event described in Section 7.01(l) hereof or for any reason set forth in clause (i), will result in an Aggregate Percentage Factor less than (ii), (iii) or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction (iv) of the Net Investment for each Class definition of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class"Expiration Date" herein, on the Termination Expiration Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, thereafter the Collection Agent Servicer shall set aside and hold in trust for the applicable Class Investors for such Class (or deposit into the Collection Account Seller's account the portion, if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class any, of all any Collections received on such day and shall set aside and hold that is not required to be held in trust for the Transferor such portion of Collections not allocated Owners pursuant to the Class Investorspreceding sentence. On the last day of the Tranche Period for each such Termination Date Tranche to occur on or after the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occursExpiration Date, the Collection Agent Servicer shall deposit to into the Administrative Agent’s account's account for distribution to the Owners in accordance with the provisions hereof or the Asset Purchase Agreement, for the benefit amounts held in trust pursuant to the first sentence of the applicable Class Investors for such Classthis Section 2.09, together with any remaining amounts set aside pursuant to Section 2.5 above2.08(a) hereof prior to the Expiration Date. With respect to each ClassIf the Expiration Date occurred because of a Termination Event described in any of Sections 7.01(a) through 7.01(k) hereof, on the last day of the Tranche Period for each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such ClassExpiration Date, the Collection Agent Servicer shall deposit into the Seller's account the portion, if any, of any Collections received during such Tranche Period that is not required to the Administrative Agent’s account to the extent not already so deposited, be held in trust for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, Owners pursuant to the second preceding sentence, but not to exceed the sum first sentence of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion of the Net Investment allocated to such Tranche Period and (iii) all other Aggregate Unpaids owing to such Class Investors. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Periodthis Section 2.09. If there shall be insufficient funds on deposit for the Collection Administrative Agent to distribute funds in payment in full of the aforementioned amountsamounts to an Owner, the Collection Administrative Agent shall distribute funds first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee all fees ----- and expenses payable to the Collection AgentBuyer, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class InvestorsDiscount due, ------ third, in payment reduction of the accrued Discount to each Class, fourth, in reduction such Owner's percentage of the Net Investment allocated ----- to any such Tranche Period ending on such datePeriod, fifthand fourth, in payment of all other Aggregate Unpaids owing to the Class Investors------ (whether due or accrued) and, as applicable, and sixthfifth, if the Transferor, Tech Data a Servicer Default has occurred if ----- Lexmark or any Affiliate of thereof is not the Transferor or Tech Data is the Collection Agent, to its account as Collection AgentServicer, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereofServicer's Compensation due. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, zero and all accrued Discount and Servicing Fees have been paid in full due and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent Deferred Purchase Price shall recompute the Percentage Factor for each Classbe deemed to have been paid in full, (ii) the Administrative Agent, on behalf of Servicer shall recompute the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Buyer's Percentage Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(sOwners, shall be deemed to have reconveyed to the Seller any interest they may have in the Receivables (including the Purchased Interest), together with the Related Security and Collections with respect thereto, (iv) the Servicer shall pay to the Seller any remaining Collections set aside and held by the Servicer pursuant to the first sentence of this Section 2.09, (v) the Administrative Agent shall pay to the Seller any remaining Collections held in the Administrative Agent's account and (vi) the Administrative Agent and the Owners shall execute and deliver to the TransferorSeller, at the Transferor’s Seller's expense, such documents or instruments as are reasonably necessary to terminate the Class Investors’ respective interests Owners' interest in the Affected Assets. Any such documents shall be prepared by or on behalf of Receivables, together with the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Related Security and Collections set aside for the Transferor pursuant to this Section 2.6with respect thereto.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Lexmark International Group Inc)
Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors Purchasers, from previously received Collections, an amount equal to the amount such that, when applied in reduction of to reduce the Aggregate Net Investment, will result in an Aggregate a Percentage Factor less than or equal to the Maximum Percentage FactorFac- tor. Such amounts amount shall be applied pro rata to the reduction of reduce the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such ClassAdministrative Agent. With respect to each Class, on On the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Classcontinuing, the Collection Agent Agent, at the direction of the Administrative Agent, shall set aside and hold in trust for the applicable Class Investors for such Class Purchasers (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) ), the Percentage Factor for such Class of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class InvestorsPurchasers. On each such the Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent shall deposit to the Administrative Agent’s accountCollection Account, for the benefit of the applicable Class Investors for such ClassPurchasers, any amounts set aside pursuant to Section 2.5 2.05 above. With respect to each Class, on On the last day of each Tranche Period to occur on or after such the Termination Date for such Class or during the continuance continuation of a Termination Event or Potential Termination Event for such ClassEvent, the Collection Agent Agent, at the direction of the Administrative Agent, shall deposit to the Administrative Agent’s account to the extent not already so depositedCollection Account, for the benefit of the Class Investors for such ClassPurchasers, the amounts so set aside for such Class Investors, the Purchasers pursuant to the second preceding sentence, but not to exceed be applied to the sum payment in full of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period Period, (ii) the portion of the Net Investment allocated to such Tranche Period Period, and (iii) all other Aggregate Unpaids owing to such Class Investorsnot covered in clauses (i) and (ii). On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, the Purchasers pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the following order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.priority:
Appears in 1 contract
Liquidation Settlement Procedures. If at any time on or prior to On the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit Liquidation Day of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class a Receivable Interest and on each day thereafter, and on each day on which during a Termination Event or Potential Termination Event has occurred and is continuing for such ClassCommitment Reduction Period, the Collection Agent Servicer shall set aside and hold in trust for the applicable Class Investors for holder of such Class (or deposit into Receivable Interest, the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for percentage evidenced by such Class Receivable Interest of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investorsday. On each Settlement Date after the occurrence of the Liquidation Day in respect of such Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occursReceivable Interest, the Collection Agent Servicer shall deposit remit to the Administrative Agent’s account's account the amounts set aside pursuant to the preceding sentence, for the benefit of the applicable Class Investors for such Class, together with any remaining amounts set aside pursuant to Section 2.5 above. With respect 1.8 prior to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentenceday, but not to exceed the sum of (i) the accrued Discount (whichor Funding Charges for, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” fundingand Servicing Fee allocable to, shall be determined for such purpose using the CP Rate most recently determined by the related Class AgentReceivable Interest, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion Capital of the Net Investment allocated to such Tranche Period Receivable Interest, and (iii) the aggregate of all other Aggregate Unpaids owing to such Class Investors. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant then owed hereunder by Seller to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche PeriodPurchasers. If there shall be insufficient funds on deposit for the Collection Agent Servicer to distribute funds in payment in full of the aforementioned amounts, the Collection Agent Servicer shall distribute funds first, if the Transferor, Tech Data or any Affiliate to reimbursement of the Transferor or Tech Data is not then the Collection Agent's costs of collection and enforcement of this Agreement, second, to enable the Collection Agent’s accountapplicable Purchasers to pay their allocable portion of the accrued Servicing Fee, third, in payment reduction of the Servicing Fee payable to Capital of the Collection AgentReceivable Interests, secondfourth, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of and Funding Charges for the Net Investment allocated to any Tranche Period ending on such date, Receivable Interests and fifth, in payment of all other Aggregate Unpaids amounts payable to the Purchasers. Subject to Section 1.12, collections allocated to the Receivable Interests of the Investors shall be shared ratably by the Investors in accordance with their Pro Rata Shares. Collections applied to the payment of fees, expenses, Discount, Funding Charges and all other amounts payable by the Seller to the Agent and the Purchasers hereunder shall be allocated ratably among the Agent and the Purchasers in accordance with such amounts owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate each of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereofthem. Following the date after all Termination Dates on which the Aggregate Net Investment has been Unpaids are reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent Servicer shall pay to the Transferor Seller any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor Servicer pursuant to this Section 2.61.7.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Bindley Western Industries Inc)
Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for On each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class Liquidation Day and on each day thereafterProvisional Liquidation Day during each Settlement Period for each Receivable Interest (including, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Classwithout limitation, the Collection Agent shall Special Receivable Interest), the Servicer shall, in the case of any such Collections denominated in a Foreign Currency, convert such Collections into US Dollars to the extent necessary to comply with this Section 2.06 and, in the case of all such Collections, set aside and hold in trust in US Dollars for the applicable Class Investors for Agent and the Owners of such Class (or deposit into Receivable Interest the Collection Account if so required pursuant Collections of Pool Receivables attributable to Section 2.12 hereof) the Percentage Factor for such Class of all Collections Receivable Interest received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investorsday. On the Settlement Date for each such Termination Date or the day on which a Termination Event or Potential Termination Event Settlement Period for such Class for which there is no grace period occursReceivable Interest, the Collection Agent Servicer shall deposit to the Administrative Agent’s account, Account for the benefit account of the applicable Class Investors for Owners of such Class, any Receivable Interest the amounts in US Dollars set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, sentence but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined Yield for such purpose using the CP Rate most recently determined by the related Class AgentReceivable Interest, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion Capital of the Net Investment allocated to such Tranche Period and Receivable Interest, (iii) all the accrued Servicer Fee payable with respect to such Receivable Interest, (iv) the aggregate amount of other Aggregate Unpaids amounts owed hereunder by the Seller to the Owners of such Receivable Interest and (v) the aggregate amount, if any, then due and owing to such Class Investorsthe Agent hereunder or any of the other Transaction Documents (other than Capital and Yield) but including amounts in respect of any Currency Agreement Obligations. On such day, the Collection Agent shall deposit to its account, from the Any amounts set aside for such Class, pursuant to the first sentence of this Section 2.06 and not required to be deposited to the Agent’s Account pursuant to the preceding sentence shall be paid to the Seller by the Servicer; provided, however, that if amounts are set aside pursuant to the first sentence of this Section 2.06 on any Provisional Liquidation Day which remain after is subsequently determined not to be a Liquidation Day, such amounts shall be applied pursuant to Section 2.05(a) on the day of such subsequent determination. Upon receipt of funds deposited to the Agent’s Account pursuant to the second sentence of this Section 2.06, the Agent shall distribute them (A) to the Owners of such Receivable Interest (x) in payment in full of the aforementioned amountsaccrued Yield for such Receivable Interest, (y) in reduction (to zero) of the Capital of such Receivable Interest and (z) in payment of any other amounts owed by the Seller hereunder to such Owners, (B) to the Servicer in payment of the accrued Servicing Servicer Fee for payable with respect to such Tranche PeriodReceivable Interest and (C) to the Agent in payment of any amounts then due and owing to the Agent hereunder or under any of the Transaction Documents (other than Capital and Yield but including amounts in respect of any Currency Agreement Obligations). If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds funds, first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable any portion of any Purchase made available to the Collection AgentSeller which the Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Purchaser other than the Purchaser then acting as the Agent for which the Agent has not then been reimbursed by such Purchaser or the Seller, second, in payment of all fees payable by the Transferor amounts in respect of expense reimbursements and indemnities then due and owing to the Administrative Agent hereunder or under any of the Class Investorsother Transaction Documents, third, in payment of the accrued Discount to each ClassYield for such Receivable Interest, fourth, in reduction of the Net Investment allocated Capital of such Receivable Interest in the amount referred to any Tranche Period ending on such datein clauses (i)(B and (ii)(B) of Section 2.05(a), fifth, in payment of all any other Aggregate Unpaids owing amounts owed by the Seller hereunder or under any of the Transaction Documents to such Owners or to the Class Investors, as applicableAgent (including amounts in respect of Currency Agreement Obligations), and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing accrued Servicer Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to such Receivable Interest; provided, however, that on and after the date on which the Agent shall designate as Servicer any such category above Person other than Crown (USA) or any of its Affiliates pursuant to Section 6.01, the Agent shall distribute funds, first, in payment of any portion of any Purchase made available to the Seller which the Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Purchaser other than the Purchaser then acting as the Agent for which the Administrative Agent shall have insufficient funds to pay all amounts owing on has not then been reimbursed by such datePurchaser or the Seller, ratably (based on the second, in payment of amounts in such categories respect of expense reimbursements and indemnities then due and owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf hereunder or under any of the Class Investorsother Transaction Documents, shall be considered third, in payment of the accrued Yield for such Receivable Interest, fourth, in payment of the accrued Servicer Fee payable with respect to have reconveyed such Receivable Interest, fifth, in reduction of the Capital of such Receivable Interest, and sixth, in payment of any other amounts owed by the Seller hereunder or under any of the Transaction Documents to such Owners or to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets Agent (including the Transferred Interestamounts in respect of Currency Agreement Obligations), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Crown Holdings Inc)
Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors Company or the Bank Investors, as applicable, from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate a Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts amount shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such ClassAgent. With respect to each Class, on On the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Classcontinuing, the Collection Agent shall set aside and hold in trust for the Agent, on behalf of the Company or the Bank Investors, as applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Agent, on behalf of the Company or the Bank Investors, as applicable. On each such the Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent shall deposit to the Administrative Agent’s 's account, for the benefit of the applicable Class Investors for such ClassCompany or the Bank Investors, as applicable, any amounts set aside pursuant to Section 2.5 above. With respect to each Class, on On the last day of each Tranche Period to occur on or after such the Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such ClassEvent, the Collection Agent shall deposit to the Administrative Agent’s 's account to the extent not already so deposited, for the benefit of the Class Investors for such ClassCompany or the Bank Investors, as applicable, the amounts so set aside for such Class the Agent, on behalf of the Company or the Bank Investors, pursuant to the second preceding sentence, but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period Period, (ii) the portion of the Net Investment allocated to such Tranche Period Period, and (iii) all other Aggregate Unpaids owing to such Class InvestorsUnpaids. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, the Company and the Bank Investors pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, in payment of the accrued Discount, second, if the Transferor, Tech Data the Seller or any Affiliate of the Transferor or Tech Data the Seller is not then the Collection Agent, to the Collection Agent’s 's account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fourth, in payment of all fees payable by the Transferor hereunder, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data the Seller or any Affiliate of the Transferor or Tech Data the Seller is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s 's account, shall distribute such amounts to the Class Investors, each as Company and/or the Bank Investors entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each ClassFactor, (ii) the Administrative Agent, on behalf of the Class Company and the Bank Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ Agent's right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s)Company and the Bank Investors, shall execute and deliver to the Transferor, at the Transferor’s 's expense, such documents or instruments as are necessary or reasonably requested by the Transferor to terminate the Class Investors’ respective Agent's interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Shaw Industries Inc)
Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for On each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class Liquidation Day and on each day thereafter, and on Provisional Liquidation Day during each day on which a Termination Event or Potential Termination Event has occurred and is continuing Settlement Period for such Classeach Eligible Asset, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for Owner of such Class (or deposit into Eligible Asset the Collection Account if so required pursuant Collections of Pool Receivables attributable to Section 2.12 hereof) the Percentage Factor for such Class of all Collections Eligible Asset received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class InvestorsDay. On the last day of each such Termination Date or the day on which a Termination Event or Potential Termination Event Settlement Period for such Class for which there is no grace period occurseach Eligible Asset, the Collection Agent shall deposit to the Administrative Agent’s account, 's Account for the benefit account of the applicable Class Investors for Owner of such Class, any Eligible Asset the amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, sentence but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined Yield for such purpose using the CP Rate most recently determined by the related Class AgentEligible Asset, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion Capital of the Net Investment allocated to such Tranche Period and Eligible Asset, (iii) all other Aggregate Unpaids owing the accrued Collection Agent Fee payable with respect to such Class InvestorsEligible Asset and (iv) the aggregate amount of other amounts owed hereunder by the Seller to the Owner of such Eligible Asset. On such day, the Collection Agent shall deposit to its account, from the Any amounts set aside for such Class, pursuant to the first sentence of this Section 2.06 and not required to be deposited to the Agent's Account pursuant to the preceding sentence shall be paid to the Seller by the Collection Agent; provided, however, that if amounts are set aside pursuant to the first sentence of this Section 2.06 on any Provisional Liquidation Day which remain after payment in full is subsequently determined not to be a Liquidation Day, such amounts shall be applied pursuant to clause (ii) of the aforementioned amountsfirst sentence of Section 2.05 on the day of such subsequent determination. Upon receipt of funds deposited to the Agent's Account pursuant to the preceding sentence, the Agent shall distribute them (i) to the Owner of such Eligible Asset (a) in payment of the accrued Servicing Fee Yield for such Tranche PeriodEligible Asset, (b) in reduction (to zero) of the Capital of such Eligible Asset and (c) in payment of any other amounts owed by the Seller hereunder to such Owner and (ii) to the Collection Agent in payment of the accrued Collection Agent Fee payable with respect to such Eligible Asset. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.,
Appears in 1 contract
Samples: Purchase and Sale Agreement (Detroit Edison Securitization Funding LLC)
Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors Company or the Bank Investors, as applicable, from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate a Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts amount shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such ClassAgent. With respect to each Class, on On the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or a Potential Termination Event has occurred and is continuing for such Classcontinuing, the Collection Agent shall set aside and hold in trust for the Agent, on behalf of the Company or the Bank Investors, as applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Agent, on behalf of the Company or the Bank Investors, as applicable. On each such the Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there has occurred and is no grace period occurscontinuing, the Collection Agent shall deposit to the Administrative Agent’s 's account, for the benefit of the applicable Class Investors for such ClassCompany or the Bank Investors, as applicable, any amounts set aside pursuant to Section 2.5 above. With respect to each Class, on On the last day of each Tranche Period to occur on or after such the Termination Date for such Class or Date, during the continuance of a Termination Event or Potential Termination Event for such ClassEvent, the Collection Agent shall deposit to the Administrative Agent’s 's account to the extent not already so deposited, for the benefit of the Class Investors for such ClassCompany or the Bank Investors, as applicable, the amounts so set aside for such Class the Agent, on behalf of the Company or the Bank Investors, pursuant to the second preceding sentence, but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period Period, (ii) the portion of the Net Investment allocated to such Tranche Period Period, and (iii) all other Aggregate Unpaids owing to such Class InvestorsUnpaids. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, the Company and the Bank Investors pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds firstFIRST, in payment of the accrued Discount, SECOND, if the Transferor, Tech Data the Seller or any Affiliate of the Transferor or Tech Data the Seller is not then the Collection Agent, to the Collection Agent’s 's account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourthTHIRD, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifthFOURTH, in payment of all fees payable by the Transferor hereunder, FIFTH, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixthSIXTH, if the Transferor, Tech Data the Seller or any Affiliate of the Transferor or Tech Data the Seller is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s 's account, shall distribute such amounts to the Class Investors, each as Company and/or the Bank Investors entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the later to occur of the Termination Date and the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each ClassFactor, (ii) the Administrative Agent, on behalf of the Class Company and the Bank Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest)) without recourse, representation or warranty of any type or kind, (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s)Company and the Bank Investors, shall execute and deliver to the Transferor, at the Transferor’s 's expense, such documents or instruments as are necessary to terminate the Class Investors’ respective Agent's interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius National Medical Care Holdings Inc)
Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors CP Conduit Purchasers and/or the Committed Purchasers, as applicable, from previously received Collections, an amount equal to the amount such that, when applied in reduction of to reduce the Aggregate Net Investment, will result in an Aggregate a Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts amount shall be applied pro rata to the reduction of reduce the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such ClassFunding Agents. With respect to each Class, on On the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Classcontinuing, the Collection Agent Agent, at the direction of the Administrative Agent, shall set aside and hold in trust for the CP Conduit Purchasers and/or the Committed Purchasers, as applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) ), the Percentage Factor for such Class of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class InvestorsCP Conduit Purchasers and/or the Committed Purchasers, as applicable. On each such the Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent shall deposit to the Administrative Agent’s accountCollection Account, for the benefit of the applicable Class Investors for such ClassCP Conduit Purchasers or the Committed Purchasers, as applicable, any amounts set aside pursuant to Section 2.5 2.05 above. With respect to each Class, on On the last day of each Tranche Period to occur on or after such the Termination Date for such Class or during the continuance continuation of a Termination Event or Potential Termination Event for such ClassEvent, the Collection Agent Agent, at the direction of the Administrative Agent, shall deposit to the Administrative Agent’s account to the extent not already so depositedCollection Account, for the benefit of the Class Investors for such ClassCP Conduit Purchasers and the Committed Purchasers, as applicable, the amounts so set aside for such Class Investors, the CP Conduit Purchasers and the Committed Purchasers pursuant to the second preceding sentence, but not to exceed be applied to the sum payment in full of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period Period, (ii) the portion of the Net Investment allocated to such Tranche Period Period, and (iii) all other Aggregate Unpaids owing to such Class Investorsnot covered in clauses (i) and (ii). On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, the CP Conduit Purchasers and the Committed Purchasers pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the following order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.priority:
Appears in 1 contract
Liquidation Settlement Procedures. If at any time on --------------------------------- or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Funding Agent, for the benefit of PARCO and/or the Class Investors APA Banks, as applicable, from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate a Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts amount shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such ClassFunding Agent. With respect to each Class, on On the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Classcontinuing, the Collection Agent shall set aside and hold in trust for PARCO and/or the APA Banks, as applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) ), the Percentage Factor for such Class of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to PARCO and/or the Class InvestorsAPA Banks, as applicable. On each such the Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent shall deposit to the Administrative Agent’s accountFunding Account, for the benefit of PARCO or the applicable Class Investors for such ClassAPA Banks, as applicable, any amounts set aside pursuant to Section 2.5 above. With respect to each Class, on On the last day of each Tranche Period to occur on or after such the Termination Date for such Class or during the continuance continuation of a Termination Event or Potential Termination Event for such ClassEvent, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so depositedFunding Account, for the benefit of PARCO and the Class Investors for such ClassAPA Banks, as applicable, the amounts so set aside for such Class Investors, PARCO and the APA Banks pursuant to the second preceding sentence, but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period Period, (ii) the portion of the Net Investment allocated to such Tranche Period Period, and (iii) all other Aggregate Unpaids owing to such Class InvestorsUnpaids. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, PARCO and the APA Banks pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, in payment of the accrued ----- Discount, second, if the Transferor, Tech Data the Originator or any Affiliate of the ------ Transferor or Tech Data the Originator is not then the Collection Agent, to the Collection Agent’s 's account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ----- ending on such date, fourth, in payment of all fees payable by the Transferor ------ hereunder, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the ----- ----- Transferor, Tech Data the Originator or any Affiliate of the Transferor or Tech Data the Originator is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Funding Agent, upon its receipt of such amounts in the Administrative Funding Agent’s 's account, shall distribute such amounts to PARCO and/or the Class Investors, each as APA Banks entitled thereto as set forth above; provided that if the Administrative Funding Agent shall have insufficient funds to -------- pay all of the above amounts in full on any such date, the Administrative Funding Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Funding Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, zero and all accrued Discount and Discount, Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each ClassFactor, (ii) the Administrative Funding Agent, on behalf of PARCO and the Class InvestorsAPA Banks, shall be considered deemed to have reconveyed to the Transferor all of PARCO's and the Class Investors’ APA Banks' right, title and interest in in, to and to under the Affected Assets (including the Transferred Interest)Receivables and Related Security, Collections and Proceeds with respect thereto, (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Funding Agent, on behalf of PARCO and the applicable Class Investor(s)APA Banks, shall execute and deliver to the Transferor, at the Transferor’s 's expense, such documents or instruments as are necessary to terminate PARCO's and the Class Investors’ APA Banks' respective interests in the Affected AssetsReceivables and Related Security, Collections and Proceeds with respect thereto. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.
Appears in 1 contract
Samples: Medpartners Inc
Liquidation Settlement Procedures. If at any time on or prior to On the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit Liquidation Day of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class a Receivable --------------------------------- Interest and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, thereafter (a) the Collection Agent Servicer shall set aside and hold in trust for the applicable Class Investors for holder(s) of such Class (or deposit into Receivable Interest, the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for percentage evidenced by such Class Receivable Interest of all Collections received on such day, including, but not limited to, Collections deemed to have been received on or prior to such day pursuant to Section 1.8 which have not otherwise been paid by the Seller and (b) ----------- the Servicer shall set aside and hold in trust for the Transferor Seller and the holder(s) of such Receivable Interest, as their interests may appear, the remaining portion of the Collections not allocated received on such day (the "Remaining Collections"). On and after the Liquidation Day, the Servicer shall, at any time upon the request by (or pursuant to standing instructions from) the Agent (i) remit to the Class Investors. On each such Termination Date or Agent's account the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent shall deposit to the Administrative Agent’s account, for the benefit of the applicable Class Investors for such Class, any amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period and (ii) apply such amounts to reduce the portion of the Net Investment allocated to Capital associated with each such Tranche Period Purchaser Interest and (iii) all any other Aggregate Unpaids owing to such Class Investors. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche PeriodUnpaids. If there shall be insufficient funds on deposit for the Collection Agent Servicer to distribute funds in payment in full of the aforementioned amounts, the Collection Agent Servicer shall distribute funds funds: first, if the Transferor, Tech Data or any Affiliate to reimbursement of the Transferor or Tech Data is not then the Collection Agent's costs of collection and ----- enforcement of this Agreement, second, to the Collection Agent’s account, in payment of Servicer (if the Servicing Fee payable to Servicer is not the Collection Agent, second, Seller or an ------ Affiliate thereof) in payment of all fees payable by the Transferor to the Administrative Agent or any accrued Servicer Fee in respect of the Class Investorssuch Receivable Interest, third, in payment of the all accrued Discount to each Classand unpaid CP Costs or Discount, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on as ----- applicable for such dateReceivable Interest that are then due and owing, fifth, in payment of all other Aggregate Unpaids amounts (including, without limitation, ----- Deemed Collections, Early Collection Fees and Default Fees, if any), that are then due and owing to the Class InvestorsPurchasers. Collections allocated to the Receivable Interests of the Investors shall be shared ratably by the Investors in accordance with their Pro Rata Shares. Collections applied to the payment of fees, as applicableexpenses, CP Costs, Discount and sixthall other amounts payable or reimbursable by the Seller to the Agent and/or the Purchasers hereunder or under any of the other Transaction Documents shall be allocated ratably among the Agent and the Purchasers in accordance with such amounts owing to each of them. To the extent Collections are available for such purpose in accordance with the foregoing, if the Transferoraccrued Servicer Fee in respect of each Receivable Interest shall be remitted to the Servicer. Remaining Collections shall be held in trust by the Servicer and invested in Permitted Investments selected from time to time by the Seller, Tech Data with all income and losses from such Permitted Investments and transaction fees arising in connection with the making or liquidation of such Permitted Investments being for the account of the Seller. If any amount payable by the Seller to the Agent or the Purchasers under this Agreement or any Affiliate of the Transferor or Tech Data other Transaction Documents is not paid within one (1) Business Day after the Collection Agentdate when due (such unpaid amount, together with any Default Fee due in respect thereof, being hereinafter referred to its account as Collection Agenta "Deficiency"), in payment the Servicer shall promptly liquidate a portion of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt Permitted Investments in the amount of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent Deficiency and shall pay such amounts in amount to the order Agent for the account of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on relevant Purchaser(s). From and after the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates Business Day on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent Servicer shall pay to the Transferor any Seller all remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6Collections.
Appears in 1 contract
Liquidation Settlement Procedures. If at any time on or prior to On the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit Liquidation Day of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class a Receivable Interest and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, the Collection Agent Servicer shall set aside and hold in trust for the applicable Class Investors for holder of such Class (or deposit into Receivable Interest, the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for percentage evidenced by such Class Receivable Interest, of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investorsday. On each such Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent shall deposit to the Administrative Agent’s account, for the benefit of the applicable Class Investors for such Class, any amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such ClassReceivable Interest after the occurrence of its Liquidation Day, the Collection Agent Servicer shall deposit remit to the Administrative Agent’s 's account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, together with any remaining amounts set aside pursuant to SECTION 1.8 prior to such day, but not to exceed the sum of of: (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class AgentReceivable Interest, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion Capital of the Net Investment allocated to such Tranche Period and Receivable Interest, (iii) the aggregate of all other Aggregate Unpaids owing to such Class Investors. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant then owed hereunder by Seller to the preceding sentence which remain after payment in full of the aforementioned amountsPurchasers, and (iv) the accrued Servicing Servicer Fee for such Tranche PeriodReceivable Interest. If there shall be insufficient funds on deposit for the Collection Agent Servicer to distribute funds in payment in full of the aforementioned amounts, the Collection Agent Servicer shall distribute funds funds: first, if the Transferor, Tech Data or any Affiliate to reimbursement of the Transferor or Tech Data is not then the Collection Agent's costs of collection and enforcement of this Agreement, second, to the Collection Agent’s accountServicer (if the Servicer is not the Seller, in payment of the Servicing Fee payable to the Collection Agent, second, Originator or an Affiliate thereof) in payment of all fees payable by the Transferor to the Administrative Agent or any accrued Servicer Fee in respect of the Class Investorssuch Receivable Interest, third, in payment of the all accrued and unpaid Discount to each Classand Non-Use Fees for such Receivable Interest that are then due and owing, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on Capital of such dateReceivable Interest, fifth, in payment of all other Aggregate Unpaids amounts (including, without limitation, Deemed Collections, Early Collection Fees and Default Fees, if any), that are then due and owing to the Class Investors, as applicablePurchasers, and sixth, to the Servicer (if the TransferorSeller, Tech Data the Originator or any an Affiliate of the Transferor or Tech Data thereof is the Collection Agent, to its account as Collection Agent, Servicer) in payment of the Servicing all accrued Servicer Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt in respect of such Receivable Interest. Collections allocated to the Receivable Interests of the Investors shall be shared ratably by the Investors in accordance with their Pro Rata Shares. Collections applied to the payment of fees, expenses, Discount and all other amounts payable by the Seller to the Agent and the Purchasers hereunder shall be allocated ratably among the Agent and the Purchasers in the Administrative Agent’s account, shall distribute accordance with such amounts owing to each of them. To the extent Collections are available for such purpose in accordance with the foregoing, the accrued Servicer Fee in respect of each Receivable Interest shall be remitted to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereofServicer. Following the date after all Termination Dates on which the Aggregate Net Investment has been Unpaids are reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent Servicer shall pay to the Transferor Seller any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor Servicer pursuant to this Section 2.6SECTION 1.7.
Appears in 1 contract
Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investors. On each such Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent shall deposit to the Administrative Agent’s account, for the benefit of the applicable Class Investors for such Class, any amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such the Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such ClassDate, the Collection Agent Master Servicer shall deposit to the Administrative Agent’s 's account to the extent not already so deposited, for the benefit of the Class Investors for such Class, Company or the amounts so set aside for such Class Bank Investors, pursuant to as applicable, from amounts on deposit in the second preceding sentenceCollection Account, but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period Period, (ii) the portion of the Net Investment allocated to such Tranche Period Period, and (iii) all other Aggregate Unpaids. To the extent funds on deposit in the Collection Account are insufficient to pay amounts due pursuant to the preceding sentence, the Borrower shall pay such deficiency on such date and any remaining unpaid amounts shall constitute Aggregate Unpaids owing to such Class Investorshereunder. On such day, the Collection Agent Master Servicer shall deposit to its account, from amounts on deposit in the amounts set aside for such Class, pursuant to the preceding sentence Collection Account which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent Master Servicer to distribute funds in payment in full of the aforementioned amounts, the Collection Agent Master Servicer shall distribute funds first, in payment of the accrued Discount, second, if the Transferor, Tech Data Parent or any Affiliate of the Transferor or Tech Data Parent is not then the Collection AgentMaster Servicer, to the Collection Agent’s Master Servicer's account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class InvestorsMaster Servicer, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fourth, in payment of all fees payable by the Borrower hereunder, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data Parent or any Affiliate of the Transferor or Tech Data Parent is the Collection AgentMaster Servicer, to its account as Collection AgentMaster Servicer, in payment of the Servicing Fee payable to such Person as Collection AgentMaster Servicer. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s 's account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if Company and/or the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.Bank
Appears in 1 contract
Liquidation Settlement Procedures. If at On each Liquidation Day during each Monthly Period, the Servicer shall, in the case of any time on or prior such Collections denominated in a Foreign Currency, convert such Collections into US Dollars to the Termination Date for extent necessary to comply with this Section 2.06 and, in the case of all such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, the Collection Agent shall set aside and hold in trust in US Dollars for the applicable Class Investors for such Class (or deposit into Agent and the Collection Account if so required pursuant to Section 2.12 hereof) Owners the Percentage Factor for such Class Collections of all Collections Pool Receivables received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investorsday. On the Settlement Date for each such Termination Date or Monthly Period the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, Servicer shall distribute the Collection Agent shall deposit to the Administrative Agent’s account, for the benefit of the applicable Class Investors for such Class, any amounts in US Dollars set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, sentence but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined Yield for such purpose using the CP Rate most recently determined by the related Class AgentSettlement Date, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion of the Net Investment allocated to such Tranche Period and Capital, (iii) all the accrued Servicer Fee payable hereunder, (iv) the aggregate amount of other Aggregate Unpaids amounts owed hereunder by the Seller to the Owners and (v) the aggregate amount, if any, then due and owing to the Facility Agents and the Agent hereunder or any of the other Transaction Documents (other than Capital and Yield) but including amounts in respect of any Currency Agreement Obligations; the Servicer shall distribute such Class Investorsamounts (A) to the Facility Agents (x) in payment of the accrued Yield due to the Owners in the related Ownership Groups, (y) in reduction (to zero) of the Capital of such Owners and (z) in payment of any other amounts owed by the Seller hereunder to such Owners, (B) to the Servicer in payment of the accrued Servicer Fee payable hereunder and (C) to the Agent and Facility Agents in payment of any amounts then due and owing to the Agent and the Facility Agents hereunder or under any of the Transaction Documents (other than Capital and Yield) but including amounts in respect of any Currency Agreement Obligations. On such day, the Collection Agent shall deposit to its account, from the Any amounts set aside for such Class, pursuant to the first sentence of this Section 2.06 and not required to be distributed to the Facility Agents pursuant to the preceding sentence which remain after payment in full of shall be paid to the aforementioned amounts, Seller by the accrued Servicing Fee for such Tranche PeriodServicer. If there shall be insufficient funds on deposit for the Collection Agent Servicer to distribute funds in payment in full of the aforementioned amounts, the Collection Agent Servicer shall distribute funds funds, first, if in payment of amounts in respect of expense reimbursements and indemnities then due and owing to the Transferor, Tech Data Agent and the Facility Agents hereunder or under any Affiliate of the Transferor other Transaction Documents, second in payment of the accrued Yield, third, in reduction of the Capital in the amount referred to in clauses (i)(B) and (ii)(B) of Section 2.05(a), fourth, in payment of any other amounts owed by the Seller hereunder or Tech Data is not then under any of the Collection AgentTransaction Documents to such Owners, to the Collection Agent’s accountFacility Agents or to the Agent (including amounts in respect of Currency Agreement Obligations), and fifth, in payment of the Servicing accrued Servicer Fee payable hereunder; provided, however, that on and after the date on which the Agent shall designate as Servicer any Person other than Crown (USA) or any of its Affiliates pursuant to Section 6.01, such replacement Servicer shall distribute funds, first, in payment of amounts in respect of expense reimbursements and indemnities then due and owing to the Collection AgentAgent and the Facility Agents hereunder or under any of the other Transaction Documents, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investorsaccrued Yield, third, in payment of the accrued Discount to each ClassServicer Fee payable hereunder, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such dateCapital, and fifth, in payment of all any other Aggregate Unpaids owing amounts owed by the Seller hereunder or under any of the Transaction Documents to such Owners, to the Class Investors, as applicable, and sixth, if Facility Agents or to the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such Agent (including amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all respect of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred InterestCurrency Agreement Obligations), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Crown Holdings Inc)
Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors Company or the Bank Investors, as applicable, from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate a Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts amount shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such ClassAgent. With respect to each Class, on On the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event (other than a Conduit Termination Event) has occurred and is continuing for such Classcontinuing, the Collection Agent Servicer shall set aside and hold in trust for the applicable Class Investors for such Class Agent, on behalf of the Company or the Bank Investors, as applicable, (or deposit into the Collection Account if so required pursuant to Section 2.12 2.11 hereof) the Percentage Factor for such Class of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Agent, on behalf of the Company or the Bank Investors, as applicable. On each such the Termination Date or the any day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period (other than a Conduit Termination Event) occurs, the Collection Agent Servicer shall deposit to the Administrative Agent’s 's account, for the benefit of the applicable Class Investors for such ClassCompany or the Bank Investors, as applicable, any amounts set aside pursuant to Section 2.5 above. With respect to each Class, on On the last day of each Tranche Period to occur on or after such the Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class(other than a Conduit Termination Event), the Collection Agent Servicer shall deposit to the Administrative Agent’s 's account (to the extent not already so deposited), for the benefit of the Class Investors for such ClassCompany and the Bank Investors, as applicable, the amounts so set aside for such Class the Agent, on behalf of the Company or the Bank Investors, pursuant to the second preceding sentence, but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period Period, (ii) the portion of the Net Investment allocated to such Tranche Period and (iii) all other Aggregate Unpaids owing to such Class InvestorsUnpaids. On such day, the Collection Agent Servicer shall deposit to its the Agent's account, from the amounts set aside for such Classthe Company and the Bank Investors, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent Servicer to distribute funds in payment in full of the aforementioned amounts, the Collection Agent Servicer shall distribute funds firstin the following order of priority: FIRST, in payment of the accrued Discount; SECOND, if the Transferor, Tech Data the Parent or any an Affiliate of the Transferor or Tech Data the Parent is not then the Collection AgentServicer, to the Collection Agent’s Servicer's account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourthServicer; THIRD, in reduction of the Net Investment allocated to any Tranche Period ending on such date; FOURTH, fifthin payment of all fees payable by the Transferor under the Fee Letter or hereunder; FIFTH, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, Unpaids; and sixthSIXTH, if the Transferor, Tech Data the Parent or any an Affiliate of the Transferor or Tech Data the Parent is the Collection AgentServicer, to its account as Collection AgentServicer, in payment of the Servicing Fee payable to the such Person as Collection AgentServicer. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s 's account, shall distribute such amounts to the Class Investors, each as Company and/or the Bank Investors entitled thereto as set forth above; provided PROVIDED that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent Servicer shall recompute the Percentage Factor for each ClassFactor, (ii) the Administrative Agent, on behalf of the Class Company and the Bank Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ Agent's right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent Servicer shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent Servicer pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s)Company and the Bank Investors, shall execute and deliver to the Transferor, at the Transferor’s 's expense, such documents or instruments as are necessary or reasonably requested by the Transferor to terminate the Class Investors’ respective Agent's interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent Servicer shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.
Appears in 1 contract
Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment On each Liquidation Day during each Settlement Period for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such ClassEligible Asset, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for Owner of such Class (or deposit into Eligible Asset the Collection Account if so required pursuant Collections of Pool Receivables attributable to Section 2.12 hereof) the Percentage Factor for such Class of all Collections Eligible Asset received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class InvestorsDay. On each such Termination Settlement Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurseach Eligible Asset, the Collection Agent shall deposit to the Administrative Agent’s account, Account for the benefit account of the applicable Class Investors for Owner of such Class, any Eligible Asset the amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, sentence but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined Yield and Fees for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period Eligible Asset and (ii) the portion Capital of the Net Investment allocated to such Tranche Period and (iii) Eligible Asset, together with all other Aggregate Unpaids owing to such Class Investorsamounts owed by the Seller hereunder. On such day, the Collection Agent shall deposit to its account, from the Any amounts set aside for such Class, pursuant to the first sentence of this Section 2.08 and not required to be deposited to the Agent’s Account pursuant to the preceding sentence which remain after shall be paid to the Seller by the Collection Agent. Upon receipt of funds deposited to the Agent’s Account pursuant to the second sentence of this Section 2.08, the Agent shall distribute them to the Owner of such Eligible Asset (A) in payment in full of the aforementioned amounts, the accrued Servicing Fee Yield and Fees for such Tranche PeriodEligible Asset and (B) in reduction (to zero) of the Capital of such Eligible Asset, together with all other amounts owed by the Seller hereunder. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds funds, first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each ClassYield and Fees for such Eligible Asset and, fourthsecond, in reduction of the Net Investment allocated Capital of such Eligible Asset. The Seller shall be obligated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing pay to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche PeriodSettlement Period for each Eligible Asset in which a Liquidation Day has occurred for such Eligible Asset, for the Collection Agent shall remit account of the Owner of such Eligible Asset, without prejudice to any other rights that any Owner may have hereunder or under applicable law, an amount equal to the Transferor such portion Outstanding Balance of Collections set aside for the Transferor any Pool Receivable that is a CAP Rate Program Receivable which was originally a Special Agreement Receivable and as to which pre-program arrearages have not yet been forgiven. The proceeds of any payment made pursuant to the preceding sentence shall be deemed to be a Collection in respect of each Receivable in respect of which such payments are made by the Seller, and the amount of each such Collection shall be applied as provided in this Section 2.62.08.
Appears in 1 contract
Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for On each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class Liquidation Day and on each day thereafter, and on Provisional Liquidation Day during each day on which a Termination Event or Potential Termination Event has occurred and is continuing Settlement Period for such Classeach Eligible Asset, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for Owner of such Class (or deposit into Eligible Asset the Collection Account if so required pursuant Collections of Pool Receivables attributable to Section 2.12 hereof) the Percentage Factor for such Class of all Collections Eligible Asset received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class InvestorsDay. On the last day of each such Termination Date or the day on which a Termination Event or Potential Termination Event Settlement Period for such Class for which there is no grace period occurseach Eligible Asset, the Collection Agent shall deposit to the Administrative Agent’s account, 's Account for the benefit account of the applicable Class Investors for Owner of such Class, any Eligible Asset the amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, sentence but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined Yield for such purpose using Eligible Asset (including, without limitation, the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) Breakage Fee for such Tranche Period Eligible Asset then payable pursuant to Section 2.14), (ii) the portion Capital of the Net Investment allocated to such Tranche Period and Eligible Asset, (iii) all other Aggregate Unpaids owing the accrued Collection Agent Fee payable with respect to such Class InvestorsEligible Asset and (iv) the aggregate amount of other amounts owed hereunder by the Seller to the Owner of such Eligible Asset. On such day, the Collection Agent shall deposit to its account, from the Any amounts set aside for such Class, pursuant to the first sentence of this Section 2.07 and not required to be deposited to the Agent's Account pursuant to the preceding sentence shall be paid to the Seller by the Collection Agent; provided, however, that if amounts are set aside pursuant to the first sentence of this Section 2.07 on any Provisional Liquidation Day which remain after is subsequently determined not to be a Liquidation Day, such amounts shall be applied pursuant to the first sentence of Section 2.06 on the day of such subsequent determination. Upon receipt of funds deposited to the Agent's Account pursuant to the second sentence of this Section 2.07, the Agent shall distribute them (i) to the Owner of such Eligible Asset (a) in payment in full of the aforementioned amountsaccrued Yield for such Eligible Asset, (b) in reduction (to zero) of the Capital of such Eligible Asset and (c) in payment of any other amounts owed by the Seller hereunder to such Owner and (ii) to the Collection Agent in payment of the accrued Servicing Collection Agent Fee for payable with respect to such Tranche PeriodEligible Asset. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds funds, first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing accrued Yield for such Eligible Asset (but, in the case of the Breakage Fee payable for such Eligible Asset, only to the Collection Agentextent the Agent shall elect to pay such Breakage Fee from Collections attributable to such Eligible Asset under this Section 2.07 rather than from other funds pursuant to Section 2.14), second, in payment reduction of all fees payable by the Transferor to the Administrative Agent or any Capital of the Class Investorssuch Eligible Asset, third, in payment of the accrued Discount other amounts payable to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicableOwner, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agentfourth, in payment of the Servicing accrued Collection Agent Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6Eligible Asset.
Appears in 1 contract
Samples: Trade Receivables Purchase and Sale Agreement (Dial Corp /New/)
Liquidation Settlement Procedures. If at any time On the Expiration Date and on or prior to each day thereafter, the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor Servicer shall immediately pay to the Administrative Agent, hold in trust for the benefit of the Class Investors from previously received CollectionsOwners, an amount equal to the amount product of (i) the Buyer's Percentage Interest, expressed as a decimal and (ii) Collections, if any, received on such that, when applied in reduction day. If the Expiration Date occurred because of the Aggregate Net Investmentoccurrence of any Termination Event described in Section 7.01(l) hereof or for any reason set forth in clause (i), will result in an Aggregate Percentage Factor less than (ii), (iii) or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction (iv) of the Net Investment for each Class definition of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class"Expiration Date" herein, on the Termination Expiration Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, thereafter the Collection Agent Servicer shall set aside and hold in trust for the applicable Class Investors for such Class (or deposit into the Collection Account Seller's account the portion, if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class any, of all any Collections received on such day and shall set aside and hold that is not required to be held in trust for the Transferor such portion of Collections not allocated Owners pursuant to the Class Investorspreceding sentence. On the last day of the Tranche Period for each such Termination Date Tranche to occur on or after the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occursExpiration Date, the Collection Agent Servicer shall deposit to into the Administrative Agent’s account's account for distribution to the Owners in accordance with the provisions hereof or the Asset Purchase Agreement, for the benefit amounts held in trust pursuant to the first sentence of the applicable Class Investors for such Classthis Section 2.09, together with any remaining amounts set aside pursuant to Section 2.5 above2.08(a) hereof prior to the Expiration Date. With respect to each ClassIf the Expiration Date occurred because of a Termination Event described in any of Sections 7.01(a) through 7.01(k) hereof, on the last day of the Tranche Period for each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such ClassExpiration Date, the Collection Agent Servicer shall deposit into the Seller's account the portion, if any, of any Collections received during such Tranche Period that is not required to the Administrative Agent’s account to the extent not already so deposited, be held in trust for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, Owners pursuant to the second preceding sentence, but not to exceed the sum first sentence of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion of the Net Investment allocated to such Tranche Period and (iii) all other Aggregate Unpaids owing to such Class Investors. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Periodthis Section 2.09. If there shall be insufficient funds on deposit for the Collection Administrative Agent to distribute funds in payment in full of the aforementioned amountsamounts to an Owner, the Collection Administrative Agent shall distribute funds first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee all fees and expenses payable to the Collection AgentBuyer, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class InvestorsDiscount due, third, in payment reduction of the accrued Discount to each Class, fourth, in reduction such Owner's percentage of the Net Investment allocated to any such Tranche Period ending on such datePeriod, fifthand fourth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth(whether due or accrued) and, if the Transferora Potential Termination Event or a Termination Event has occurred, Tech Data fifth, if Lexmark or any Affiliate of thereof is not the Transferor or Tech Data is the Collection Agent, to its account as Collection AgentServicer, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereofServicer's Compensation due. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, zero and all accrued Discount and Servicing Fees have been paid in full due and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent Deferred Purchase Price shall recompute the Percentage Factor for each Classbe deemed to have been paid in full, (ii) the Administrative Agent, on behalf of Servicer shall recompute the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Buyer's Percentage Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(sOwners, shall be deemed to have reconveyed to the Seller any interest they may have in the Receivables (including the Purchased Interest), together with the Related Security and Collections with respect thereto, (iv) the Servicer shall pay to the Seller any remaining Collections set aside and held by the Servicer pursuant to the first sentence of this Section 2.09, (v) the Administrative Agent shall pay to the Seller any remaining Collections held in the Administrative Agent's account and (vi) the Administrative Agent and the Owners shall execute and deliver to the TransferorSeller, at the Transferor’s Seller's expense, such documents or instruments as are reasonably necessary to terminate the Class Investors’ respective interests Owners' interest in the Affected Assets. Any such documents shall be prepared by or on behalf of Receivables, together with the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Related Security and Collections set aside for the Transferor pursuant to this Section 2.6with respect thereto.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Lexmark International Group Inc)
Liquidation Settlement Procedures. If at any time on or prior to On the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class and on each day thereafter, and on with respect to each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such ClassEligible Asset, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for Banks (ratably in accordance with each such Class (or deposit into Bank's Percentage of each such Eligible Asset), the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for Collections of Pool Receivables allocable in respect of such Class of all Collections Eligible Asset received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investorsday. On each such Payment Date for each Eligible Asset occurring on or after the Termination Date or Date, but without limitation to the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occursSeller's obligations under Section 2.10(a) of this Agreement, the Collection Agent shall deposit to the Administrative Agent’s 's account, for as described in Section 2.08 below, the benefit of amounts set aside pursuant to the applicable Class Investors for preceding sentence with respect to such ClassEligible Asset, together with any remaining amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit 2.05 prior to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentenceTermination Date, but not to exceed the sum of (ia) the accrued Discount Yield for such Eligible Asset, (whichb) the Capital of such Eligible Asset and (c) the aggregate amount of other amounts owed hereunder by the Seller to any Bank. Upon receipt of funds deposited to the Agent's account pursuant to the preceding sentences, the Agent shall distribute them to the Banks (x) ratably in accordance with each Bank's Percentage of such Eligible Asset (i) if the Ratings Requirement was not satisfied as of the Termination Date, in payment of the case of Discount computed by reference accrued Yield for such Eligible Asset, but only to the CP Rate extent that the Seller has not satisfied its obligations under Section 2.10(a) with respect to any Class Conduit that utilizes “pool” fundingsuch Payment Date, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion in reduction (to zero) of the Net Investment allocated to Capital of such Tranche Period Eligible Asset, and (iii) all other Aggregate Unpaids owing if the Ratings Requirement was satisfied as of the Termination Date, in payment of the accrued Yield for such Eligible Asset, but only to the extent that the Seller has not satisfied its obligations under Section 2.10(a) with respect to such Class Investors. On such dayPayment Date, and (y) in payment of any other amounts owed by the Collection Agent shall deposit Seller hereunder to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Periodany Bank. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds funds, first, if the Transferor, Tech Data or any Affiliate Ratings Requirement was not satisfied as of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, thirdTermination Date, in payment of the accrued Discount to each ClassYield for such Eligible Asset, fourthsecond, in reduction of the Net Investment allocated to any Tranche Period ending on Capital of such dateEligible Asset, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixththird, if the Transferor, Tech Data or any Affiliate Ratings Requirement was satisfied as of the Transferor or Tech Data is the Collection Agent, to its account as Collection AgentTermination Date, in payment of the Servicing Fee accrued Yield for such Eligible Asset, and fourth, in payment of other amounts payable to such Person as Collection Agentany Bank. The Administrative Agent, upon its receipt of such amounts in On the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) first Business Day following the Collection Agent shall recompute the Percentage Factor for each ClassDate, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor Seller any remaining Collections set aside and held by the Collection Agent pursuant to the third first sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver 2.06. Notwithstanding anything to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests contrary in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Periodthis Section 2.06, the Collection Agent shall remit not be required to the Transferor such portion of segregate Collections set aside for the Transferor pursuant benefit of the Banks preceding remittance thereof to this the Agent unless the Agent shall have so requested as contemplated in Section 2.66.02(b).
Appears in 1 contract
Liquidation Settlement Procedures. If at any time on or prior to On the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit Liquidation Day of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class a Receivable Interest and on each day thereafter, and on each day on which a Termination Event Servicer (or Potential Termination Event has occurred and is continuing for such Class, Agent following the Collection Agent exercise of Purchaser's rights under Section 6.1 hereof) shall set aside and hold in trust the Equalization Account for the applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of Purchaser all Collections received on such day and shall set aside and hold in trust for the Transferor with respect to such portion of Collections not allocated to the Class InvestorsReceivable Interest. On each Distribution Date occurring after the occurrence of such Termination Date Liquidation Day, Servicer (or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent Agent) shall deposit remit to Purchaser's account all amounts set aside pursuant to the Administrative Agent’s accountpreceding sentence, for the benefit of the applicable Class Investors for such Class, together with any remaining amounts set aside pursuant to Section 2.5 above. With respect 1.8 hereof prior to each Classsuch date, on the last day of each Tranche Period until Purchaser has received an aggregate amount equal to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, but not to exceed the sum of (i) the accrued Discount (whichYield Reserve due hereunder, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period (ii) all Fees payable pursuant to the portion Fee Letters and an amount sufficient to pay accrued Servicer Fees to the extent not subordinated hereunder, (iii) the Aggregate Capital of the Net Investment allocated to such Tranche Period Receivable Interests, and (iiiiv) all other Aggregate Unpaids owing then owed hereunder by Seller to Purchaser with respect to such Class InvestorsReceivable Interest. On such dayIn the event that Agent has exercised its rights following the occurrence of a Termination Event under the last sentence of Section 6.2 hereof to direct that all Collections be remitted directly to Agent on a daily basis, the Collection all Collections shall be remitted to Agent shall deposit on a daily basis together with any remaining amounts Seller is obligated to its account, from the amounts set aside for such Class, pursuant to Section 1.8 hereof, for application against the preceding sentence which remain after payment in full of Aggregate Unpaids until such time as the aforementioned amounts, the accrued Servicing Fee for such Tranche PeriodAggregate Unpaids have been reduced to zero. If there shall be insufficient funds on deposit for the Collection Agent Servicer to distribute funds in payment in full of the aforementioned amounts, the Collection Agent Servicer shall distribute funds first, if the Transferor, Tech Data or any Affiliate to reimbursement of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment Purchaser's costs of the Servicing Fee payable to the Collection Agentcollection and enforcement of this Agreement, second, in payment of all fees payable by accrued but unpaid Discount for the Transferor to the Administrative Agent or any of the Class Investors, third, Receivable Interests; third in payment of all fees payable pursuant to the accrued Discount Fee Letters and for the Servicer Fee, (to each Classthe extent not subordinated hereunder), fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such dateCapital of the Receivable Interests, and fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee amounts payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereofPurchaser hereunder. Following the date after all Termination Dates on which the Aggregate Net Investment has been Unpaids are reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, the Servicer (ior Agent) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered paid any accrued, but unpaid Servicer Fees due to have reconveyed to the Transferor all of the Class Investors’ rightit and thereafter, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent Servicer shall pay to the Transferor Seller any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.held
Appears in 1 contract
Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investors. On each such Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent shall deposit to the Administrative Agent’s account, for the benefit of the applicable Class Investors for such Class, any amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion of the Net Investment allocated to such Tranche Period and (iii) all other Aggregate Unpaids owing to such Class Investors. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, in payment of the accrued Discount to each Class, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Tech Data Corp)
Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for On each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class Liquidation Day and on each day thereafter, and on Provisional Liquidation Day during each day on which a Termination Event or Potential Termination Event has occurred and is continuing Settlement Period for such Classeach Share, the Collection Agent shall set aside and hold in trust escrow for the applicable Class Investors for Owner of such Class (or deposit into Share the Collection Account if so required pursuant Collections of Pool Receivables attributable to Section 2.12 hereof) the Percentage Factor for such Class of all Collections Share received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investorsday. On the last day of each such Termination Date or the day on which a Termination Event or Potential Termination Event Settlement Period for such Class for which there is no grace period occurseach Share, the Collection Agent shall deposit to the Administrative Agent’s account, 's Account for the benefit account of the applicable Class Investors for Owner of such Class, any Share the amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, sentence but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined Yield for such purpose using the CP Rate most recently determined by the related Class AgentShare, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion Capital of the Net Investment allocated to such Tranche Period and Share, (iii) all other Aggregate Unpaids owing the accrued Collection Agent Fee payable with respect to such Class InvestorsShare (iv) the accrued Miscellaneous Fees payable with respect to such Share and (v) the aggregate amount of other amounts owed hereunder by the Seller to the Owner of such Share. On such day, the Collection Agent shall deposit to its account, from the Any amounts set aside for such Class, pursuant to the first sentence of this Section 2.06 and not required to be deposited to the Agent's Account pursuant to the preceding sentence which remain after payment in full shall be paid to the Seller by the Collection Agent on behalf of the aforementioned amountsOwner as a deferred purchase price payment for such Share; provided, however, that if amounts are set aside pursuant to the first sentence of this Section 2.06 on any Provisional Liquidation Day which is subsequently determined not to be a Liquidation Day, such amounts shall be applied pursuant to the first sentence of Section 2.05 on the day of such subsequent determination. Upon receipt of funds deposited to the Agent's Account pursuant to the second sentence of this Section 2.06, the Agent shall distribute them (A) to the Owner of such Share (w) in payment of the accrued Servicing Fee Yield for such Tranche PeriodShare, (x) in reduction (to zero) of the Capital of such Share, (y) in payment of the accrued Miscellaneous Fees with respect to such Share and (z) in payment of any other amounts owed by the Seller hereunder to such Owner and (B) to the Collection Agent in payment of the accrued Collection Agent Fee payable with respect to such Share. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds funds, first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing accrued Collection Agent Fee payable with respect to the Collection Agentsuch Share, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class InvestorsAccrued Yield for such Share, third, in reduction of Capital of such Share, fourth, in payment of the accrued Discount Miscellaneous Fees with respect to each Classsuch Share, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifthand Fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee amounts payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6Owner.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Ies Utilities Inc)
Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investors. On each such Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent shall deposit to the Administrative Agent’s account, for the benefit of the applicable Class Investors for such Class, any amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion of the Net Investment allocated to such Tranche Period and (iii) all other Aggregate Unpaids owing to such Class Investors. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, in payment of the accrued Discount to each Class, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Tech Data Corp)
Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment On each Liquidation Day during each Settlement Period for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such ClassEligible Asset, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for Owner of such Class (or deposit into Eligible Asset the Collection Account if so required pursuant Collections of Pool Receivables attributable to Section 2.12 hereof) the Percentage Factor for such Class of all Collections Eligible Asset received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investorsday. On the last day of each such Termination Date or the day on which a Termination Event or Potential Termination Event Settlement Period for such Class for which there is no grace period occurseach Eligible Asset, the Collection Agent shall deposit to the Administrative Agent’s account, 's Account for the benefit account of the applicable Class Investors for Owner of such Class, any Eligible Asset the amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, sentence but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined Yield for such purpose using the CP Rate most recently determined by the related Class AgentEligible Asset, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion Capital of the Net Investment allocated to such Tranche Period and Eligible Asset, (iii) all other Aggregate Unpaids owing the accrued Collection Agent Fee payable with respect to such Class InvestorsEligible Asset and (iv) the aggregate amount of other amounts owed hereunder by the Seller to the Owner of such Eligible Asset. On such day, the Collection Agent shall deposit to its account, from the Any amounts set aside for such Class, pursuant to the first sentence of this Section 2.06 and not required to be deposited to the Agent's Account pursuant to the preceding sentence which remain after payment shall be paid to the Seller by the Collection Agent; PROVIDED, HOWEVER, that, if amounts are set aside during such Settlement Period pursuant to the first sentence of this Section 2.06 on any Liquidation Day and thereafter during such Settlement Period the conditions set forth in full Section 3.02 are satisfied or are waived by the Agent, such previously set aside amounts shall, to the extent representing a return of Capital, be applied pursuant to clause (ii) of the aforementioned amountsfirst sentence of Section 2.05 on the day of such subsegment satisfaction or waiver of conditions. Upon receipt of funds deposited to the Agent's Account pursuant to the preceding sentence or Section 7.07 of the Credit Agreement, the Agent shall distribute them (i) to the Owner of such Eligible Asset (a) in payment of the accrued Servicing Fee Yield for such Tranche PeriodEligible Asset, (b) in reduction (to zero) of the Capital of such Eligible Asset and (c) in payment of any other amounts owed by the Seller hereunder to such Owner and (ii) to the Collection Agent in payment of the accrued Collection Agent Fee payable with respect to such Eligible Asset. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds firstfunds, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, thirdFIRST, in payment of the accrued Discount to each ClassYield for such Eligible Asset, fourthSECOND, in reduction of the Net Investment allocated to any Tranche Period ending on Capital of such dateEligible Asset, fifthTHIRD, in payment of all other Aggregate Unpaids owing amounts payable to the Class Investors, as applicablesuch Owner, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection AgentFOURTH, in payment of the Servicing accrued Collection Agent Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6Eligible Asset.
Appears in 1 contract
Samples: Trade Receivables Purchase and Sale Agreement (Geon Co)
Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for On each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class Liquidation Day and on each day thereafterProvisional Liquidation Day during each Settlement Period for each Receivable Interest (including, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Classwithout limitation, the Collection Agent shall Special Receivable Interest), the Servicer shall, in the case of any such Collections denominated in Canadian Dollars, convert such Collections into US Dollars to the extent necessary to comply with this Section 2.06 and, in the case of all such Collections, set aside and hold in trust in US Dollars for the applicable Class Investors for Owners of such Class (or deposit into Receivable Interest the Collection Account if so required pursuant Collections of Pool Receivables attributable to Section 2.12 hereof) the Percentage Factor for such Class of all Collections Receivable Interest received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investorsday. On the Settlement Date for each such Termination Date or the day on which a Termination Event or Potential Termination Event Settlement Period for such Class for which there is no grace period occursReceivable Interest, the Collection Agent Servicer shall deposit to the Administrative Agent’s account, 's Account for the benefit account of the applicable Class Investors for Owners of such Class, any Receivable Interest the amounts in US Dollars set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, sentence but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined Yield for such purpose using the CP Rate most recently determined by the related Class AgentReceivable Interest, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion Capital of the Net Investment allocated to such Tranche Period and Receivable Interest, (iii) all other Aggregate Unpaids owing the accrued Servicer Fee payable with respect to such Class InvestorsReceivable Interest and (iv) the aggregate amount of other amounts owed hereunder by the Seller to the Owners of such Receivable Interest. On such day, the Collection Agent shall deposit to its account, from the Any amounts set aside for such Class, pursuant to the first sentence of this Section 2.06 and not required to be deposited to the Agent's Account pursuant to the preceding sentence shall be paid to the Seller by the Servicer; provided, however, that if amounts are set aside pursuant to the first sentence of this Section 2.06 on any Provisional Liquidation Day which remain after is subsequently determined not to be a Liquidation Day, such amounts shall be applied pursuant to Section 2.05(a) on the day of such subsequent determination. Upon receipt of funds deposited to the Agent's Account pursuant to the second sentence of this Section 2.06, the Agent shall distribute them (A) to the Owners of such Receivable Interest (x) in payment in full of the aforementioned amountsaccrued Yield for such Receivable Interest, (y) in reduction (to zero) of the Capital of such Receivable Interest and (z) in payment of any other amounts owed by the Seller hereunder to such Owners and (B) to the Servicer in payment of the accrued Servicing Servicer Fee for payable with respect to such Tranche PeriodReceivable Interest. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds funds, first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing accrued Yield for such Receivable Interest, second, in reduction of Capital of such Receivable Interest, third, in payment of other amounts payable to such Owners, and fourth, in payment of the accrued Servicer Fee payable with respect to such Receivable Interest; provided, however, that on and after the Collection Agentdate on which the Agent shall designate as Servicer any Person other than Crown (USA) or any of its Affiliates pursuant to Section 6.01, the Agent shall distribute funds, first, in payment of the accrued Yield for such Receivable Interest, second, in payment of all fees the accrued Servicer Fee payable by the Transferor with respect to the Administrative Agent or any of the Class Investorssuch Receivable Interest, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on Capital of such dateReceivable Interest, fifthand fourth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee amounts payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6Owners.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Crown Cork & Seal Co Inc)
Liquidation Settlement Procedures. If at any time on or prior to On the Termination Expiration Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class and --------------------------------- on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, the Collection Agent Servicer shall set aside and hold in trust for the applicable Class Investors for such Class Owners, an amount equal to the product of (or deposit into the Collection Account if so required pursuant to Section 2.12 hereofi) the Buyer's Percentage Factor for such Class of all Collections Interest, expressed as a decimal and (ii) Collections, if any, received on such day and shall day. Any amount not so required to be set aside and hold held in trust for the Transferor such portion Owners, following each calculation of Collections not allocated to the Class InvestorsCollections, allocation and Buyer's Percentage Interest, shall be set aside and held in trust for the Seller. On the last day of the Tranche Period for each such Termination Date Tranche to occur on or after the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occursExpiration Date, the Collection Agent Servicer shall deposit to the Administrative Agent’s account, amount which has been held in trust for the benefit of the applicable Class Investors for such ClassOwners, together with any remaining amounts set aside pursuant to Section 2.5 above. With respect to each Class2.08(a), on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to into the Administrative Agent’s 's account indicated on the signature page hereof, for distribution to the extent not already so deposited, for Owners in accordance with this Agreement and the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion of the Net Investment allocated to such Tranche Period and (iii) all other Aggregate Unpaids owing to such Class Investors. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche PeriodAsset Purchase Agreement. If there shall be insufficient funds on deposit for the Collection Administrative Agent to distribute funds in payment in full of the aforementioned amountsamounts to an Owner, the Collection Administrative Agent shall distribute funds first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee all fees and expenses payable to the Collection Agent----- Buyer, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class InvestorsDiscount due, third, in payment reduction of the accrued Discount to each Class, fourth, in reduction such ------ ----- Owner's percentage of the Net Investment allocated to any such Tranche Period ending on such datePeriod, fifthand fourth, in payment of all other Aggregate Unpaids owing (whether due or accrued). If ------ the Expiration Date was caused by an event described in clause (v) of the definition of such term, then following the distribution of funds described in the immediately preceding sentence, the Servicer shall withdraw from the funds held in trust for the Seller and pay to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt for distribution to the Owners, an amount sufficient to ensure payment in full of such the amounts set forth in clauses first, second and fourth of the immediately ----- ------ ------ preceding sentence. Any amounts held in trust for the Seller and not withdrawn to make the payments set forth in the Administrative Agent’s account, immediately preceding sentence shall distribute such amounts be distributed to the Class Investors, each as entitled thereto as set forth above; provided that if Seller on the Administrative Agent shall have insufficient funds to pay all last day of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereofTranche Period. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, zero and all accrued Discount and Servicing Fees have been paid in full due and all other Aggregate Unpaids have been indefeasibly paid in full, (i) upon retransfer by the Collection Administrative Agent to the Seller of all of its right, title and interest to and under the Receivables and all Related Security and Collections, the Deferred Purchase Price shall recompute the Percentage Factor for each Classbe deemed to have been paid in full, (ii) the Administrative Agent, on behalf of the Class Investors, Buyer's Percentage Interest shall be considered deemed to be zero, (iii) the Owners shall be deemed to have reconveyed to the Transferor all of the Class Investors’ right, title and Seller any interest in and to the Affected Assets Receivables (including the Transferred Purchased Interest), (iiiiv) the Collection Agent Servicer shall pay to the Transferor Seller any remaining Collections set aside and held by the Collection Agent Servicer pursuant to the third first sentence of this Section 2.6 2.09 and (ivv) the Administrative Agent, on behalf of Agent and the applicable Class Investor(s), Owners shall execute and deliver to the TransferorSeller, at the Transferor’s Seller's expense, such documents or instruments as are reasonably necessary to terminate the Class Investors’ respective interests Owners' interest in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6Receivables.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Amerisource Distribution Corp)
Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors Company from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate a Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts amount shall be applied pro rata by the Company to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such ClassCompany. With respect to each Class, on On the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Classcontinuing, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for such Class Company (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof2.12) the Percentage Factor for such Class of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investorsday. On each such the Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent shall deposit to the Administrative Agent’s account, for the benefit of the applicable Class Investors for such Class, Company's account any remaining amounts set aside pursuant to Section 2.5 2.5(i) above. With respect to each Class, on On the last day of each Tranche Period to occur on or after such the Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such ClassEvent, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such ClassCompany's account, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, together with any remaining amounts set aside pursuant to Section 2.5(i) prior to the Termination Date or the day on which a Potential Termination Event occurs but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period Period, (ii) the portion of the Net Investment allocated to such Tranche Period Period, and (iii) the aggregate of all other Aggregate Unpaids owing amounts then owed (whether due or accrued) hereunder by Transferor to such Class Investorsthe Company. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, in payment of the accrued Discount, second, in payment of all fees and expenses payable to the Company hereunder, third, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s 's account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any such Tranche Period ending on such datePeriod, fifth, in payment of all other Aggregate Unpaids owing amounts payable to the Class Investors, as applicable, Company and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person the Transferor as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each ClassFactor, (ii) the Administrative Agent, on behalf of the Class Investors, Company shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and any interest in and to the Affected Assets Receivables (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third second sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), Company shall execute and deliver to the Transferor, at the Transferor’s 's expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests Company's interest in the Affected AssetsReceivables. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Imc Global Inc)
