Common use of Purchase of Receivables Clause in Contracts

Purchase of Receivables. Section 4.1. The Bank shall pay a Purchase Price to the Company for the Purchased Receivables sold to the Bank, equal to the Agreed Base Value less any other amounts owing to the Bank hereunder. With respect to the payment of Discount by the Company, the Bank has agreed that Discount will be payable in arrears in installments on each Settlement Date. The “Discount” will equal the product of (1) the Agreed Base Value of the Purchased Receivables to be purchased on such date, (2) the applicable LIBOR plus, the Margin (computed on the basis of a 360-day year), and (3) a fraction the numerator of which is the weighted average number of days until Purchased Receivables are due and the denominator of which is 360. Notwithstanding the foregoing, for only the initial purchase hereunder, Discount shall be calculated using Cost of Funds (computed on the weighted average tenor of the Purchased Receivables) and not the applicable LIBOR. Two Business Days prior to each Settlement Date, the Bank shall determine the applicable LIBOR for the subsequent Settlement Period. The Company shall be entitled, to the extent collected by the Company, to receive and retain, an amount equal to Collections on the Purchased Receivables in excess of the Agreed Base Value of such Purchased Receivables, such amounts to first be applied to the delivery to the Company of any Trade Credit Amounts due to the Company, as applicable, with the remainder of such amounts to be paid to the Company as a servicing fee. Without limiting the liability and obligations of the Company hereunder, the Bank shall be entitled to offset against and deduct from such excess all amounts owing by the Company to the Bank under this Agreement and the Transaction Documents. So long as the Company is acting as servicer for the Purchased Receivables, the Company will be entitled to retain such excess (less such offsets and deductions) as the Purchased Receivables are collected. Should the Bank terminate the Company’s appointment as servicer, the Bank will pay to the Company such excess over and above the amounts which the Bank is entitled to offset, upon collection of all amounts owing in respect of the Purchased Receivables. The parties agree that the calculation of Agreed Base Value of Purchased Receivables included Trade Credit Amounts which the Approved Debtors have historically been entitled to receive if certain conditions in the future are met. To the extent that such Approved Debtors are not entitled to receive any such Trade Credit Amounts, or in the event that any such Approved Debtors are entitled to receive such Trade Credit Amounts but elect not to apply the corresponding Trade Credit Amount to the reduction of any payment made on a Purchased Receivable, and the Collections with respect to such Purchased Receivable include any such corresponding Trade Credit Amount, the amount thereof shall be attributable to and paid to the Company.

Purchase of Receivables. Section 4.1(a) In connection with the execution and delivery of this Agreement, Client shall sell to BofA Receivables owned by Client, and BofA shall purchase such Receivables from Client, on the terms set forth herein and on the initial Schedule A hereto (such Schedule A and each other Schedule A hereto being incorporated herein by reference). After the date hereof, Client may from time to time (x) seek the right to sell to BofA other Receivables owned by Client and (y) submit a proposed related Schedule A, in form and substance satisfactory to BofA, executed by Client. Within 5 days after the initial tender of Receivables in connection with any proposed Schedule A, BofA shall notify Client if BofA wishes to accept the proposed Schedule A and purchase any or all of such Receivables. The Bank purchase of any such Receivables by BofA shall pay a Purchase Price be made pursuant to the Company for the terms hereof. All Purchased Receivables sold shall be evidenced by invoices (in electronic or paper form), which invoices shall comport with the following as specified on the relevant Schedule A: (i) the tenors of the Minimum Invoice Tenor Period and Maximum Invoice Tenor Period, (ii) the Minimum Invoice Amount, and (iii) no grace period related thereto shall exceed the Past Due Grace Period. Without limiting the other terms of this Agreement, BofA's purchase of Receivables of an Approved Account Debtor shall be subject to the Bankfollowing conditions: (A) Client shall submit an executed Schedule A relating to such Receivables, which shall contain the relevant terms and conditions with respect thereto, (B) BofA shall sign such Schedule A and return it to Client, (C) the aggregate amount of such Receivables being purchased shall be equal to the Agreed Base Value less any relevant Required Amount, (D) the relevant Schedule A shall contain the Effective Date. All Receivables purchased by BofA shall be purchased on a non-recourse basis (other amounts owing to the Bank hereunder. With than with respect to the payment of Discount by limited repurchase obligations provided herein). It is the Company, the Bank has agreed that Discount will be payable in arrears in installments on each Settlement Date. The “Discount” will equal the product of (1) the Agreed Base Value express intention of the Purchased parties to this Agreement that the purchase of Receivables hereunder shall be, and shall be construed as, a true sale of such Receivables by Client to BofA. Client acknowledges that the representations and warranties made herein (including without limitation in Section 4) are a material inducement of BofA's purchase of the Receivables to be purchased on hereunder. On or prior to the date hereof, Client shall have furnished to BofA such dateauthorizing corporate resolutions, corporate organizational documents and legal opinions (covering, at a minimum, (2x) the applicable LIBOR plusdue authorization, the Margin execution and delivery, (computed on the basis of a 360-day year), y) enforceability and perfection and (3z) a fraction the numerator of which is the weighted average number of days until Purchased Receivables are due and the denominator of which is 360. Notwithstanding the foregoing, for only the initial purchase hereunder, Discount shall be calculated using Cost of Funds (computed on the weighted average tenor of the Purchased Receivables) and not the applicable LIBOR. Two Business Days prior to each Settlement Date, the Bank shall determine the applicable LIBOR for the subsequent Settlement Period. The Company shall be entitled, to the extent collected by the Company, to receive and retain, an amount equal to Collections on the Purchased Receivables in excess of the Agreed Base Value of such Purchased Receivables, such amounts to first be applied to the delivery to the Company of any Trade Credit Amounts due to the Company, as applicable, with the remainder of such amounts to be paid to the Company as a servicing fee. Without limiting the liability and obligations of the Company hereunder, the Bank shall be entitled to offset against and deduct from such excess all amounts owing by the Company to the Bank under this Agreement and the Transaction Documents. So long as the Company is acting as servicer for the Purchased Receivables, the Company will be entitled to retain such excess (less such offsets and deductionstrue sale) as the Purchased Receivables are collected. Should the Bank terminate the Company’s appointment as servicer, the Bank will pay to the Company such excess over and above the amounts which the Bank is entitled to offset, upon collection of all amounts owing in respect of the Purchased Receivables. The parties agree that the calculation of Agreed Base Value of Purchased Receivables included Trade Credit Amounts which the Approved Debtors have historically been entitled to receive if certain conditions in the future are met. To the extent that such Approved Debtors are not entitled to receive any such Trade Credit Amounts, or in the event that any such Approved Debtors are entitled to receive such Trade Credit Amounts but elect not to apply the corresponding Trade Credit Amount to the reduction of any payment made on a Purchased Receivable, and the Collections with respect to such Purchased Receivable include any such corresponding Trade Credit Amount, the amount thereof shall be attributable to and paid to the CompanyBofA may request.

Purchase of Receivables. Section 4.1Until the occurrence of a Termination Date, upon receipt of the List, the Master Servicer, in its sole discretion, will confirm which of the Eligible Receivables listed in the List that the Purchaser will retain as Purchased Receivables. The Bank retention of such Eligible Receivables as Purchased Receivables shall pay occur upon payment of the applicable Purchase Price, as provided at Section 2.3 of this Agreement. All present and future accounts receivable (including all of its present and future customer accounts as such term is used in Article 2684 of the Civil Code of Quebec) of the Seller and other Receivables of the Seller existing on a Purchase Price Date which the Purchaser shall not retain as Purchased Receivables on such Purchase Date shall be deemed to be automatically re-assigned to the Company Seller by the Purchaser, without any representation or warranty of any kind whatsoever by the Purchaser. Upon retention of the Eligible Receivables as Purchased Receivables, Seller will be deemed, for greater certainty and without prejudice to Section 2.1 above, to have confirmed that it has sold, transferred, assigned, set over and conveyed to Purchaser, without recourse except as expressly provided herein, all of Seller's right, title and interest in and to the Purchased Receivables, and that title to such Purchased Receivables has passed to Purchaser. The Seller shall not take any action inconsistent with such ownership and, from and after the date hereof, shall not claim any ownership in any Purchased Receivable. Documents relating to the Purchased Receivables sold shall be held in trust by the Seller and the Subservicer, for the benefit of the Purchaser as the owner of the Purchased Receivables, and possession of any Required Information relating to the Bank, equal to Purchased Receivables so retained is for the Agreed Base Value less any other amounts owing to sole purpose of facilitating the Bank hereunder. With respect to the payment of Discount by the Company, the Bank has agreed that Discount will be payable in arrears in installments on each Settlement Date. The “Discount” will equal the product of (1) the Agreed Base Value servicing of the Purchased Receivables to be purchased on such date, (2) and carrying out the applicable LIBOR plus, terms of this Agreement. Such retention and possession is at the Margin (computed on the basis of a 360-day year), and (3) a fraction the numerator of which is the weighted average number of days until Purchased Receivables are due and the denominator of which is 360. Notwithstanding the foregoing, for only the initial purchase hereunder, Discount shall be calculated using Cost of Funds (computed on the weighted average tenor will of the Purchased Receivables) Purchaser and not the applicable LIBOR. Two Business Days prior to each Settlement Date, the Bank shall determine the applicable LIBOR in a custodial capacity for the subsequent Settlement Period. The Company shall be entitled, to the extent collected by the Company, to receive and retain, an amount equal to Collections on the Purchased Receivables in excess benefit of the Agreed Base Value of such Purchased Receivables, such amounts to first be applied to the delivery to the Company of any Trade Credit Amounts due to the Company, as applicable, with the remainder of such amounts to be paid to the Company as a servicing fee. Without limiting the liability and obligations of the Company hereunder, the Bank shall be entitled to offset against and deduct from such excess all amounts owing by the Company to the Bank under this Agreement and the Transaction Documents. So long as the Company is acting as servicer for the Purchased Receivables, the Company will be entitled to retain such excess (less such offsets and deductions) as the Purchased Receivables are collected. Should the Bank terminate the Company’s appointment as servicer, the Bank will pay to the Company such excess over and above the amounts which the Bank is entitled to offset, upon collection of all amounts owing in respect of the Purchased Receivables. The parties agree that the calculation of Agreed Base Value of Purchased Receivables included Trade Credit Amounts which the Approved Debtors have historically been entitled to receive if certain conditions in the future are met. To the extent that such Approved Debtors are not entitled to receive any such Trade Credit Amounts, or in the event that any such Approved Debtors are entitled to receive such Trade Credit Amounts but elect not to apply the corresponding Trade Credit Amount to the reduction of any payment made on a Purchased Receivable, and the Collections with respect to such Purchased Receivable include any such corresponding Trade Credit Amount, the amount thereof shall be attributable to and paid to the CompanyPurchaser only.

Purchase of Receivables. Section 4.1(a) In connection with the execution and delivery of this Agreement, Client shall sell to BANA Receivables owned by Client, and BANA shall purchase such Receivables from Client, on the terms set forth herein and on the initial Schedule A hereto (such Schedule A and each other Schedule A hereto being incorporated herein by reference). After the date hereof, Client may from time to time (x) submit an additional proposed Schedule A, in form and substance satisfactory to BANA and executed by Client, to BANA, which additional proposed Schedule A shall pertain to certain additional Receivables owned by Client; and (y) seek the right to sell to BANA such additional Receivables under the terms of this Agreement. Within 10 days after the initial tender of Receivables in connection with any proposed Schedule A, BANA shall notify Client if BANA wishes to accept the proposed Schedule A and purchase any or all of such Receivables. The Bank purchase of any such Receivables by BANA shall pay a Purchase Price be made pursuant to the Company for the terms hereof. All Purchased Receivables sold to shall be evidenced by invoices (in electronic or paper form), which invoices shall comport with the Bank, equal to following as specified on the Agreed Base Value less any other amounts owing to the Bank hereunder. With respect to the payment of Discount by the Company, the Bank has agreed that Discount will be payable in arrears in installments on each Settlement Date. The “Discount” will equal the product of relevant Schedule A: (1i) the Agreed Base Value tenors of the Purchased Receivables to be purchased on such dateMinimum Invoice Tenor Period and Maximum Invoice Tenor Period, (2ii) the applicable LIBOR plus, the Margin (computed on the basis of a 360-day year)Minimum Invoice Amount, and (3iii) a fraction no grace period related thereto shall exceed the numerator of which is the weighted average number of days until Purchased Receivables are due and the denominator of which is 360. Notwithstanding the foregoing, for only the initial purchase hereunder, Discount shall be calculated using Cost of Funds (computed on the weighted average tenor of the Purchased Receivables) and not the applicable LIBOR. Two Business Days prior to each Settlement Date, the Bank shall determine the applicable LIBOR for the subsequent Settlement Past Due Grace Period. The Company shall be entitled, to the extent collected by the Company, to receive and retain, an amount equal to Collections on the Purchased Receivables in excess of the Agreed Base Value of such Purchased Receivables, such amounts to first be applied to the delivery to the Company of any Trade Credit Amounts due to the Company, as applicable, with the remainder of such amounts to be paid to the Company as a servicing fee. Without limiting the liability other terms of this Agreement, BANA's purchase of Receivables of an Approved Account Debtor (other than Replacement Receivables purchased pursuant to Section 1(b)(4) below) shall be subject to the following conditions: (A) Client shall submit an executed Schedule A relating to such Receivables, which shall contain the relevant terms and obligations conditions with respect thereto, (B) BANA shall sign such Schedule A and return it to Client, (C) the aggregate amount of such Receivables being purchased shall, subject to Section 1(b)(4), be equal to the relevant Required Amount, and (D) the relevant Schedule A shall contain the Effective Date. All Receivables (including Replacement Receivables) purchased by BANA shall be purchased on a non-recourse basis, provided that Client shall have an obligation to repurchase certain Receivables upon the limited circumstances provided herein. It is the express intention of the Company hereunderparties to this Agreement that the purchase of Receivables hereunder shall be, the Bank and shall be entitled construed as, a true sale of such Receivables by Client to offset against and deduct from such excess all amounts owing by the Company to the Bank under this Agreement and the Transaction DocumentsBANA. So long as the Company is acting as servicer for the Purchased Receivables, the Company will be entitled to retain such excess (less such offsets and deductions) as the Purchased Receivables are collected. Should the Bank terminate the Company’s appointment as servicer, the Bank will pay to the Company such excess over and above the amounts which the Bank is entitled to offset, upon collection of all amounts owing in respect of the Purchased Receivables. The parties agree Client acknowledges that the calculation of Agreed Base Value of Purchased Receivables included Trade Credit Amounts which the Approved Debtors have historically been entitled to receive if certain conditions in the future are met. To the extent that such Approved Debtors are not entitled to receive any such Trade Credit Amounts, or in the event that any such Approved Debtors are entitled to receive such Trade Credit Amounts but elect not to apply the corresponding Trade Credit Amount to the reduction of any payment representations and warranties made on a Purchased Receivable, and the Collections with respect to such Purchased Receivable include any such corresponding Trade Credit Amount, the amount thereof shall be attributable to and paid to the Company.herein (including without limitation in

Purchase of Receivables. Section 4.1Upon commencement of consolidated billing under this Agreement, Con Edison will purchase and undertake an obligation to pay ESCO for the ESCO Account Receivable created on each ESCO Customer account net of amounts due from ESCO to Con Edison. The Bank Con Xxxxxx’s payment obligation shall pay a Purchase Price be effective as to any ESCO Charges as of the date on which the ESCO Charges are billed to the Company for ESCO Customer. Beginning in the Purchased Receivables sold second calendar month following commencement of consolidated billing under this Agreement, Con Xxxxxx will pay ESCO, via ACH (Automated Clearing House) credit to a bank (or other mutually agreed to depository or payee) designated in writing by ESCO, on the Bank20th calendar day of the month (or the next following business day if the 20th falls on a Saturday, Sunday, or public holiday) (the “remittance date”) an amount equal to all ESCO Charges billed to ESCO Customers, including sales taxes as applied to such charges, in the Agreed Base Value less any other amounts owing to the Bank hereunder. With respect to the payment of Discount by the Company, the Bank has agreed that Discount will be payable in arrears in installments on each Settlement Date. The “Discount” will equal the product previous calendar month net of (1) the Agreed Base Value discount described below applied to such billed amounts (inclusive of the Purchased Receivables to be purchased on such date, sales taxes) and (2) such other charges and fees of the types listed below, or as may later become applicable LIBOR plus, to the Margin (computed on the basis of a 360-day year)service provided to ESCO, and (3) a fraction the numerator of which is the weighted average number of days until Purchased Receivables are due other adjustments. ESCO will forward promptly to Con Edison, without set-off or deduction, any payment received by ESCO on an ESCO Customer Account and the denominator cash equivalent of which is 360. Notwithstanding the foregoing, for only the initial purchase hereunder, Discount shall be calculated using Cost of Funds (computed on the weighted average tenor of the Purchased Receivables) and not the applicable LIBOR. Two Business Days prior any credit to each Settlement Date, the Bank shall determine the applicable LIBOR for the subsequent Settlement Period. The Company shall be entitled, to the extent collected by the Company, to receive and retain, an amount equal to Collections on the Purchased Receivables in excess of the Agreed Base Value of such Purchased Receivables, such amounts to first be applied to the delivery ESCO Customer Account. Con Xxxxxx will apply a discount rate (the “Purchase Discount”) to the Company face value of any Trade Credit Amounts due the ESCO charges billed (including sales taxes) on behalf of ESCO to determine the Company, as applicable, consideration to be paid for the assignment of ESCO accounts receivable. The Purchase Discount(s) will be established and adjusted in accordance with the remainder formula(s) approved by the NYPSC. An adjusted Purchase Discount will be effective on January 1 for the calendar year and on the first day of such amounts a new rate plan for each service, and the Company will notify ESCO of the new rate(s) as soon as practicable after the new rate(s) is(are) calculated. Charges, fees and remittance adjustments Con Edison will net from any amount to be paid to ESCO for the Company as a servicing fee. Without limiting purchase of ESCO receivables the liability and obligations amounts owed to Con Edison by ESCO for retail access program services and/or other charges in accordance with the applicable provisions of the Company hereunderTariff or the ESCO Operating Agreements including but not limited to: Special meter reading fees Customer usage history fees Account separation fees Profile information fees Consolidated Billing Service fees Gas imbalance charges Capacity Release charges Storage charges Xxxxxxx assessed under Dispute Resolution Procedure Other PSC-approved Tariff fees and charges In addition, Con Edison will net from remittances any difference between the Bank shall be entitled amount billed and the amount paid by a Customer to offset against reconnect service pursuant to Public Service Law § 32(5)(d) (“chargeback amount”), provided that, if and deduct from such excess all amounts owing by when the Company customer makes a payment that is applicable to the Bank under this Agreement and the Transaction Documents. So long as the Company is acting as servicer for the Purchased Receivableschargeback amount, the Company will remit the payment to ESCO in accordance with its routine remittance practices. In the event of termination of this Agreement, should charges, fees or other adjustments due Con Edison remain outstanding, Con Xxxxxx shall not be entitled obligated to retain such excess (less such offsets and deductions) as remit any amounts otherwise due to ESCO for the Purchased Receivables are collected. Should the Bank terminate the Company’s appointment as servicer, the Bank will pay to the Company such excess over and above the amounts which the Bank is entitled to offset, upon collection purchase of receivables except in connection with reconciliation of all amounts owing in respect charges due as of the Purchased Receivables. The parties agree that the calculation of Agreed Base Value of Purchased Receivables included Trade Credit Amounts which the Approved Debtors have historically been entitled to receive if certain conditions in the future are met. To the extent that such Approved Debtors are not entitled to receive any such Trade Credit Amounts, or in the event that any such Approved Debtors are entitled to receive such Trade Credit Amounts but elect not to apply the corresponding Trade Credit Amount to the reduction of any payment made on a Purchased Receivable, and the Collections with respect to such Purchased Receivable include any such corresponding Trade Credit Amount, the amount thereof shall be attributable to and paid to the Companytermination date.

Purchase of Receivables. Section 4.1. The Bank shall pay a On each Purchase Price Date prior to the Company Termination Date, and subject to and upon the terms and conditions set forth in this Agreement, the Seller shall sell, transfer, convey and assign to the Purchaser, without recourse, except as expressly provided in the Program Documents, on and as of such Purchase Date, all of the Seller’s right, title and interest in, to and under the Receivables and the Collections and Ancillary Rights with respect thereto relating to Shares issued by each Fund for the Purchased Receivables sold to period from the Bank, equal to the Agreed Base Value less any other amounts owing to the Bank hereunder. With immediately preceding Sale Cut-off Date in respect to the payment of Discount by the Company, the Bank has agreed that Discount will be payable in arrears in installments on each Settlement Date. The “Discount” will equal the product of (1) the Agreed Base Value of the Purchased Receivables to be purchased on such date, of each Fund (2) the applicable LIBOR plus, the Margin (computed on the basis of a 360-day year), and (3) a fraction the numerator of which is the weighted average number of days until Purchased Receivables are due and the denominator of which is 360. Notwithstanding the foregoing, for only the initial purchase hereunder, Discount of Receivables of a Fund hereunder shall be calculated using Cost of Funds (computed on deemed to mean the weighted average tenor of Other Purchasers’ End Date) to and including the Purchased Receivables) Sale Cut-off Date specified in the Purchase Notice with respect thereto, and not the applicable LIBOR. Two Business Days prior to each Settlement Date, Purchaser shall purchase from the Bank shall determine Seller such Receivables and the applicable LIBOR Collections and Ancillary Rights with respect thereto for the subsequent Settlement Period. The Company shall be entitled, to the extent collected by the Company, to receive and retain, an amount equal to the aggregate Purchase Prices payable in respect of such Receivables. Such right, title and interest in, to and under such Receivables and the Collections on and Ancillary Rights with respect thereto shall automatically vest in the Purchased Receivables in excess Purchaser upon the Purchaser’s payment of the Agreed Base Value of such Purchased Receivables, such amounts to first be applied to the delivery to the Company of any Trade Credit Amounts due to the Company, as applicable, with the remainder of such amounts to be paid to the Company as a servicing feePurchase Price. Without limiting the liability and obligations Each of the Company hereunderSeller, the Bank Distributor and the Transferor acknowledges that the Purchaser shall be entitled to offset against take all actions it considers reasonable to collect from the respective Companies and deduct from such excess Funds all amounts owing by the Company to the Bank under this Agreement and the Transaction Documents. So long as the Company is acting as servicer for the Purchased Receivables, the Company will be entitled to retain such excess (less such offsets and deductions) as the Purchased Receivables are collected. Should the Bank terminate the Company’s appointment as servicer, the Bank will pay to the Company such excess over and above the amounts which the Bank is entitled to offset, upon collection of all amounts owing payments in respect of the Purchased ReceivablesReceivables as and when the same shall become due. The parties agree that Each of the calculation of Agreed Base Value of Purchased Receivables included Trade Credit Amounts which Seller, the Approved Debtors have historically been entitled Distributor and the Transferor hereby irrevocably authorizes and empowers the Purchaser to demand, xxx for, collect and receive if certain conditions in the future are met. To the extent that such Approved Debtors are not entitled to receive any such Trade Credit Amounts, or in the event that any such Approved Debtors are entitled to receive such Trade Credit Amounts but elect not to apply the corresponding Trade Credit Amount to the reduction payment of any payment made on a Purchased Receivable, and the Collections funds due with respect to such the Purchased Receivable include any such corresponding Trade Credit AmountReceivables in its name, if required in the amount thereof shall be attributable to and paid to judgment of the CompanyPurchaser.

Purchase of Receivables. Section 4.1. The Bank shall pay a On each Purchase Price Date prior to the Company Termination Date, and subject to and upon the terms and conditions set forth in this Agreement, the Seller shall sell, transfer, convey and assign to the Purchaser, without recourse, except as expressly provided in the Program Documents, on and as of such Purchase Date, all of the Seller's right, title and interest in, to and under the Receivables and the Collections and Ancillary Rights with respect thereto relating to Shares issued by each Fund for the Purchased Receivables sold to period from the Bank, equal to the Agreed Base Value less any other amounts owing to the Bank hereunder. With immediately preceding Sale Cut-off Date in respect to the payment of Discount by the Company, the Bank has agreed that Discount will be payable in arrears in installments on each Settlement Date. The “Discount” will equal the product of (1) the Agreed Base Value of the Purchased Receivables to be purchased on such date, of each Fund (2) the applicable LIBOR plus, the Margin (computed on the basis of a 360-day year), and (3) a fraction the numerator of which is the weighted average number of days until Purchased Receivables are due and the denominator of which is 360. Notwithstanding the foregoing, for only the initial purchase hereunder, Discount of Receivables of a Fund hereunder shall be calculated using Cost of Funds (computed on deemed to mean the weighted average tenor of Other Purchasers' End Date) to and including the Purchased Receivables) Sale Cut-off Date specified in the Purchase Notice with respect thereto, and not the applicable LIBOR. Two Business Days prior to each Settlement Date, Purchaser shall purchase from the Bank shall determine Seller such Receivables and the applicable LIBOR Collections and Ancillary Rights with respect thereto for the subsequent Settlement Period. The Company shall be entitled, to the extent collected by the Company, to receive and retain, an amount equal to the aggregate Purchase Prices payable in respect of such Receivables. Such right, title and interest in, to and under such Receivables and the Collections on and Ancillary Rights with respect thereto shall automatically vest in the Purchased Receivables in excess Purchaser upon the Purchaser's payment of the Agreed Base Value of such Purchased Receivables, such amounts to first be applied to the delivery to the Company of any Trade Credit Amounts due to the Company, as applicable, with the remainder of such amounts to be paid to the Company as a servicing feePurchase Price. Without limiting the liability and obligations Each of the Company hereunderSeller, the Bank Distributor and the Transferor acknowledges that the Purchaser shall be entitled to offset against take all actions it considers reasonable to collect from the respective Companies and deduct from such excess Funds all amounts owing by the Company to the Bank under this Agreement and the Transaction Documents. So long as the Company is acting as servicer for the Purchased Receivables, the Company will be entitled to retain such excess (less such offsets and deductions) as the Purchased Receivables are collected. Should the Bank terminate the Company’s appointment as servicer, the Bank will pay to the Company such excess over and above the amounts which the Bank is entitled to offset, upon collection of all amounts owing payments in respect of the Purchased ReceivablesReceivables as and when the same shall become due. The parties agree that Each of the calculation of Agreed Base Value of Purchased Receivables included Trade Credit Amounts which Seller, the Approved Debtors have historically been entitled Distributor and the Transferor hereby irrevocably authorizes and empowers the Purchaser to demand, xxx for, collect and receive if certain conditions in the future are met. To the extent that such Approved Debtors are not entitled to receive any such Trade Credit Amounts, or in the event that any such Approved Debtors are entitled to receive such Trade Credit Amounts but elect not to apply the corresponding Trade Credit Amount to the reduction payment of any payment made on a Purchased Receivable, and the Collections funds due with respect to such the Purchased Receivable include any such corresponding Trade Credit AmountReceivables in its name, if required in the amount thereof shall be attributable to and paid to judgment of the CompanyPurchaser.