Appears in 6 contracts

Sources: Transfer and Administration Agreement (Greif, Inc), Transfer and Administration Agreement (Greif, Inc), Transfer and Administration Agreement (Greif, Inc)

Settlement Procedures. (a) The collection of the Pool Receivables shall be administered by the Servicer in accordance with this Agreement. The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of any Termination Day and current computations of the Purchased Interest. (b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or the Servicer: (i) set aside and hold in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator) for the benefit of the Purchasers, out of such Collections, an amount equal to the sum of (i) the Aggregate Discount accrued through such day for each Portion of Capital and not previously set aside, (ii) an amount equal to the fees set forth in the Fee Letters accrued and unpaid through such day and not previously set aside, and (iii) an amount equal to the aggregate of the Purchasers’ Share of the Servicing Fee accrued through such day and not previously set aside; (ii) subject to Section 1.4(f), if such day is not a Termination Day, remit to the Seller, ratably, on behalf of the Purchasers, the remainder of such Collections. Such remainder shall, to the extent representing a return of the Aggregate Capital, be automatically reinvested, ratably, according to each Purchaser’s Capital, in Pool Receivables and in the Related Security, Collections and other proceeds with respect thereto; provided, however, that if, after giving effect to any such reinvestment, (x) the Purchased Interest would exceed 100%, or (y) the Aggregate Capital plus the Adjusted LC Participation Amount would exceed the Purchase Limit then in effect, then the Servicer shall not remit such remainder to the Seller or reinvest, but shall set aside and hold in trust for the Administrator (for the benefit of the Purchasers) (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator) a portion of such Collections that, together with the other Collections set aside pursuant to this paragraph, shall equal the amount necessary to reduce the Purchased Interest to 100% or cause the Aggregate Capital plus the Adjusted LC Participation Amount not to exceed the Purchase Limit, as the case may be (determined as if such Collections set aside had been applied to reduce the Aggregate Capital and/or the Adjusted LC Participation Amount at such time), which amount shall be distributed to the Administrator (for the benefit of the Purchasers) for distribution and application on the next Settlement Date in accordance with Section 1.4(d); provided, further, that in the case of any Purchaser that has either (i) provided notice to its Purchaser Agent and the Administrator of its refusal, following any request by the Seller to extend the then-current Scheduled Termination Date, to extend its Commitment hereunder or (ii) otherwise not affirmatively consented to any request by the Seller to extend the then-current Scheduled Termination Date (in either case, an “Exiting Purchaser”), then such Purchaser’s ratable share (determined according to outstanding Capital and Pro Rate Share of the Adjusted LC Participation Amount) of Collections shall not be reinvested or remitted to the Seller and shall instead be held in trust for the benefit of such Purchaser and applied in accordance with clause (iii) below; (iii) if such day is a Termination Day (or any Non-Extension Day), set aside, segregate and hold in trust for the benefit of the Purchasers or Exiting Purchasers, as applicable (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator), the entire remainder of such Collections (or in the case of any Non-Extension Day that is not also a Termination Day, an amount equal to the Exiting Purchasers’ ratable share of such Collections based on their respective Capital; provided, however, that solely for purposes of determining such Exiting Purchasers’ ratable share of such Collections, such Exiting Purchasers’ Capital shall be deemed to remain constant from the first Non-Extension Day until the date such Exiting Purchasers’ Capital has been paid in full; it being understood that if a Termination Day occurs following a Non-Extension Day, such Exiting Purchasers’ Capital shall be recalculated taking into account amounts received by such Exiting Purchasers in respect of this parenthetical and, thereafter, Collections shall be set aside for all Purchasers ratably in respect of their respective Capital (as recalculated)); and (iv) release to the Seller (subject to Section 1.4(f)) for its own account any Collections in excess of: (w) amounts required to be reinvested in accordance with clause (ii) plus (x) the amounts that are required to be set aside pursuant to clause (i) above, pursuant to the proviso to clause (ii) above and pursuant to clause (iii) above, plus (y) the Seller’s Share of the Servicing Fee accrued and unpaid through such day and all reasonable and appropriate out-of-pocket costs and expenses of the Servicer for servicing, collecting and administering the Pool Receivables plus (z) all other amounts then due and payable by the Seller under this Agreement to the Purchasers, the Purchaser Agents, the Administrator, and any other Indemnified Party or Affected Person. (c) The Servicer shall, in accordance with the priorities set forth in Section 1.4(d), deposit on each Settlement Date into the account from time to time specified in writing by the Administrator, Collections held for the benefit of the Purchasers pursuant to Section 1.4(b)(i) or 1.4(f) plus the amount of Collections then held for the benefit of the Purchasers pursuant to Sections 1.4(b)(ii) and 1.4(b)(iii); provided, that if Lyondell Chemical or an Affiliate thereof is the Servicer, such day is not a Termination Day and the Administrator has not notified Lyondell Chemical (or such Affiliate) that such right is revoked, Lyondell Chemical (or such Affiliate) may retain the portion of the Collections set aside pursuant to Section 1.4(b)(i) that represents the aggregate of the Purchasers’ Share of the Servicing Fee. On or prior to the last day of each Settlement Period, each Purchaser Agent will notify the Servicer and the Administrator telephonically, by electronic mail or by facsimile of the amount of Discount accrued with respect to each Portion of Capital during such related Settlement Period. (d) The Servicer shall ~~deposit into~~ distribute the ~~Collection Account~~amounts described in Section 1.4(c) as follows: (i) if such distribution occurs on a day that is not a Termination Day: (A) first, on to the Administrator for distribution to each ~~Business Day selected~~ Purchaser Agent ratably according to the Discount and Fees accrued during such Settlement Period (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of all such accrued Discount with respect to each Portion of Capital funded or maintained by the ~~SPV for a reduction~~ Purchasers within such Purchaser Agent’s Purchaser Group and all such accrued Fees; it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within such Purchaser Agent’s Purchaser Group ratably according to Discount and Fees, respectively; and (B) second, if the Servicer has set aside amounts in respect of the ~~Net Investment under Section 2.13 the amount of Collections held for the Agent~~ Servicing Fee pursuant to Section ~~2.12(a)(ii)(A)(1~~1.4(b)(i) and has not retained such amounts pursuant to Section 1.4(c)., to the Servicer (payable in arrears on each Settlement Date) in payment in full of the aggregate of the Purchasers’ Share of accrued Servicing Fees so set aside; and (ii) On if such distribution occurs on a Termination Day: (A) first, to the Servicer (if other than Lyondell Chemical or an Affiliate thereof), in payment in full of the Purchasers’ Share of all accrued Servicing Fees; (B) second, to the Administrator for distribution to each Purchaser Agent ratably (based on the aggregate accrued and unpaid Discount and Fees payable to all Purchasers at such time) (for the benefit of the relevant Purchasers in such Purchaser Agent’s Purchaser Group) in payment in full of all such accrued Discount with respect to each Portion of Capital funded or maintained by the Purchasers within such Purchaser Agent’s Purchaser Group and all such accrued Fees; (C) third, to the Administrator for distribution to each Purchaser Agent ratably according to the aggregate of the Capital of each Purchaser in each such Purchaser Agent’s Purchaser Group (for the benefit of the relevant Purchasers in such Purchaser Agent’s Purchaser Group) in payment in full of each Purchaser’s Capital; it being understood that each Purchaser Agent shall distribute such amounts described in the first, second and third clauses of this Section 1.4(d)(ii) to the Purchasers within such Purchaser Agent’s Purchaser Group ratably according to Discount, Fees and Capital, respectively; (D) fourth, to the LC Collateral Account for the benefit of the LC Bank and the LC Participants, the amount necessary to cash collateralize the LC Participation Amount until the amount of cash collateral held in such LC Collateral Account equals 100% of the LC Participation Amount plus the aggregate amount of all LC Participation Fees and LC Fronting Fees to accrue thereon through the scheduled expiration of the related Letters of Credit; (E) fifth, if the Aggregate Capital and accrued Aggregate Discount with respect to each Portion of Capital for all Purchaser Groups have been reduced to zero, and the aggregate of the Purchasers’ Share of all accrued Servicing Fees payable to the Servicer (if other than Lyondell Chemical or an Affiliate thereof) have been paid in full, to the Administrator for distribution to each Purchaser Agent ratably, based on the remaining amounts, if any, payable to each Purchaser in such Purchaser Agent’s Purchaser Group (for the benefit of the relevant Purchasers in such Purchaser Agent’s Purchaser Group), the Administrator and any ~~date~~ other Indemnified Party or Affected Person in payment in full of any other amounts owed thereto by the Seller or the Servicer hereunder; and (F) sixth, to the Servicer (if the Servicer is Lyondell Chemical or an Affiliate thereof) in payment in full of the aggregate of the Purchasers’ Share of all accrued Servicing Fees. After the Aggregate Capital, Aggregate Discount, fees payable pursuant to the Fee Letters and Servicing Fees with respect to the Purchased Interest, and any other amounts payable by the Seller and the Servicer to each Purchaser Group, the Administrator or any other Indemnified Party or Affected Person hereunder, have been paid in full, and (on and after a Termination Day) after an amount equal to 100% of the LC Participation Amount and the Expected LC Fees is on deposit in the LC Collateral Account, all additional Collections with respect to the Purchased Interest shall be paid to the Seller for its own account. Notwithstanding anything to the contrary set forth in this Section 1.4, the Administrator shall have no obligation to distribute or pay any amount under this Section 1.4 except to the extent actually received by the Administrator. Additionally, each Purchaser Agent hereby covenants and agrees to provide timely and accurate responses to each of the Administrator’s requests for information necessary for the Administrator to make the allocations to the Purchaser Agents required to be made by the Administrator pursuant to Sections 1.4(d) and 1.4(f), including the applicable account of each Purchaser Agent for which amounts should be distributed. (e) For the purposes of this Section 1.4: (i) if on any day the Outstanding Balance of any Pool Receivable is either (A) reduced or canceled as a result of (I) any defective, rejected, returned goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (II) any change in or cancellation of any of the terms of such contract or invoice or any other adjustment by the Originator, the Servicer or the Seller which reduces the amount payable by the Obligor on the related Receivable, (III) any rebates, warranties, allowances or charge-backs or (IV) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction) or (B) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), in either case, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction, adjustment, cancellation or dispute and shall, subject to Section 1.4(e)(v), (x) prior to the Termination Date, if hold any and all such amounts in trust for the ~~sum~~ benefit of the ~~Net Investment~~ Purchasers and ~~Required Reserves exceeds~~ their assigns and, on the ~~Net Pool Balance~~following Settlement Date, apply such amounts in accordance with this Section 1.4 or (y) on or after the ~~Servicer shall immediately~~ Termination Date, within two (2) Business Days of such reduction or adjustment, pay any and all such amounts in respect thereof to a Lock-Box Account for the ~~Collection Account from amounts set aside~~ benefit of the Purchasers and their assigns and for application pursuant to Section ~~2.12(a)(ii)(A)(2~~1.4; (ii) if (x) the representation and warranty in Section l(j) of Exhibit III is not true on the day such representation and warranty is made or deemed made, (y) if any of the representations or warranties in Section 1(r) of Exhibit III is not true with respect to any Pool Receivable or (z) the Obligor with respect to any Pool Receivable is designated an Excluded Obligor in accordance with Section 4.2(b) on any day, the Seller shall be deemed to have received a Collection of the full Outstanding Balance of such Pool Receivable or such Excluded Receivable existing on the date of such designation, as applicable, and shall, within two (2) Business Days of such designation or of the Seller or the Servicer having knowledge or notice of any such inaccuracy, as applicable, subject to Section 1.4(e)(v), pay the amount ~~equal~~ of such deemed Collection to a Lock-Box Account (or as otherwise directed by the Administrator at such ~~excess.~~time) for the benefit of the Purchasers and their assigns and for application pursuant to Section 1.4(b) (Collections deemed to have been received pursuant to Section 1.4(e)(i) or (ii) are hereinafter sometimes referred to as “Deemed Collections”); (iii) ~~On each Settlement Date, the Servicer shall deposit to the Collection Account out of the amount, if any, held~~ except as provided in ~~trust pursuant to~~ Section ~~2.12(a)(i~~1.4(e)(i) and (ii) or as otherwise required by Applicable Law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates that its payment is to be applied to specific Receivables; and (iv) if and to the extent ~~not theretofore reinvested~~the Administrator, any Purchaser Agent or any Purchaser shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) ~~Section 2.12(a)(iii) and not theretofore deposited to the Collection Account pursuant to this Section 2.12(b)~~any amount received by it hereunder, ~~an amount equal to the lesser of~~ such amount and the Net Investment; provided, that if the Agent gives its consent (which consent may be revoked at any time during the continuation of a Termination Event or a Potential Termination Event), the Servicer may retain amounts which would otherwise be deposited in respect of the accrued and unpaid Servicing Fee, in which case no distribution shall be made in respect of such Servicing Fee under clause (c) below. Any amounts set aside pursuant to Section 2.12(a) in excess of the amount required to be deposited in the Collection Account pursuant to this subsection (b) shall continue to be set aside and held in trust by the Servicer for application on the next succeeding Settlement Date, and provided, further, that if (i) the Servicer makes a deposit into the Collection Account in respect of a Collection of a Receivable and such Collection was received by the Servicer in the form of a check that is not honored for any reason, (ii) the Servicer makes a mistake with respect to the amount of any Collection and deposits an amount that is less than or more than the actual amount of such Collection or (iii) the deposit was made in error and constitutes an Excluded Amount, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any payment in respect of which a dishonored check is received shall be deemed not to have been ~~paid~~so received by such Person but rather to have been retained by the Seller and, accordingly, such Person shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (v) so long as no Termination Day then exists, the Seller may satisfy its obligation to deliver the amount of such Deemed Collections to a Lock-Box Account by instead recalculating (or being deemed to have recalculated) the Purchased Interest by decreasing the Net Receivables Pool Balance by the amount of such Deemed Collections, but only so long as the Purchased Interest does not exceed 100% after giving effect to such adjustment. (f) If at any time the Seller shall wish to cause a voluntary reduction (in whole or in part) of the Aggregate Capital, the Seller may do so as follows: (i) the Seller shall give the Administrator and each Purchaser Agent written notice in substantially the form of Annex C (each, a “Paydown Notice”) at least two Business Days prior to the date of such reduction, which Paydown Notice shall include, among other things, the amount of such proposed reduction

Appears in 5 contracts

Sources: Receivables Purchase Agreement (LyondellBasell Industries N.V.), Receivables Purchase Agreement (LyondellBasell Industries N.V.), Receivables Purchase Agreement (LyondellBasell Industries N.V.)

Settlement Procedures. (i) The Servicer shall deposit into ~~the Collection Account~~each Class Agent’s account, on each Business Day selected by the SPV for a reduction of the Net Investment under Section 2.13 the related Class Pro Rata Share of the amount of Collections held for the Agent pursuant to Section ~~2.12(a)(ii)(A)(1~~2.12(a)(ii). (ii) On any date on or prior to the Termination Date, if the sum of the Net Investment and Required Reserves exceeds the Net Pool ~~Balance,~~ Balance the Servicer shall immediately pay to ~~the Collection Account~~ each Class Agent’s account from amounts set aside pursuant to clause (ii) or clause (iii) of Section ~~2.12(a)(ii)(A)(2~~2.12(a) an amount equal to the related Class Pro Rata Share of such excess (minus any portion of the Class Pro Rata Share of Required Reserves attributable to such excess). (iii) On each Settlement Date, the Servicer shall deposit to each Class Agent’s account: (A) out of the ~~Collection Account~~ amounts set aside pursuant to clause (i) of Section 2.12(a) and not theretofore deposited in accordance with Section 2.12(b), an amount equal to the accrued and unpaid Yield, Servicing Fee, Program Fee and Facility Fee for the related Rate Period together with any other Aggregate Unpaids (other than Net Investment) then due to the related Class; and (B) out of the amount, if any, ~~held in trust~~ set aside pursuant to ~~Section 2.12(a)(i~~clause (ii) and (to the extent not theretofore reinvested) clause (iii) of Section ~~2.12(a)(iii~~2.12(a) and not theretofore deposited to ~~the Collection Account~~ such Class Agent’s account pursuant to this Section 2.12(b), an amount equal to related Class Pro Rata Share of the lesser of such amount and the Net Investment; provided, however, that if the Agent gives its consent (which consent may be revoked at any ~~time during the continuation of a Termination Event or a Potential Termination Event~~time), the Servicer may retain amounts which would otherwise be deposited in respect of ~~the~~ accrued and unpaid Servicing Fee, in which case no distribution shall be made in respect of such Servicing Fee under clause (c) below. Any amounts set aside pursuant to Section 2.12(a) in excess of the amount required to be deposited in the ~~Collection Account~~ Class Agents’ accounts pursuant to this subsection (b) shall continue to be set aside and held in trust by the Servicer for application on the next succeeding Settlement Date, and provided, further, that if (i) the Servicer makes a deposit into the Collection Account in respect of a Collection of a Receivable and such Collection was received by the Servicer in the form of a check that is not honored for any reason, (ii) the Servicer makes a mistake with respect to the amount of any Collection and deposits an amount that is less than or more than the actual amount of such Collection or (iii) the deposit was made in error and constitutes an Excluded Amount, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any payment in respect of which a dishonored check is received shall be deemed not to have been paidDate(s).

Appears in 5 contracts

Sources: Transfer and Administration Agreement (United Stationers Inc), Transfer and Administration Agreement (United Stationers Inc), Transfer and Administration Agreement (United Stationers Inc)

Settlement Procedures. (ia) The ~~Servicer~~ collection of the Pool Receivables shall ~~deposit into the Collection Account, on each Business Day selected~~ be administered by the ~~SPV~~ Servicer in accordance with this Agreement. The Seller shall provide to the Servicer on a timely basis all information needed for ~~a reduction~~ such administration, including notice of the ~~Net Investment under Section 2.13~~ occurrence of the ~~amount~~ Facility Termination Date and current computations of ~~Collections held for~~ the ~~Agent pursuant to Section 2.12(a)(ii)(A)(1~~Purchased Interest (and the components thereof). (iib) ~~On any date~~ The Servicer shall, on each day on which Collections of Pool Receivables are received (or ~~prior~~ deemed received) by the Seller or the Servicer: (i) set aside and hold in trust (and shall, at the request of the Administrator after the occurrence of an Unmatured Termination Event or Termination Event, segregate in a separate account approved by the Administrator) for the benefit of each Purchaser Group, out of such Collections, an amount equal to ~~the Termination Date, if~~ the sum of (w) the ~~Net Investment and Required Reserves exceeds the Net Pool Balance~~Aggregate Discount accrued through such day for each portion of Capital not previously set aside, ~~the Servicer shall immediately pay to the Collection Account from amounts set aside pursuant to Section 2.12(a)(ii)(A)(2~~(x) an amount equal to the fees owing to the Purchasers and the Administrator accrued and unpaid through such ~~excess.~~day, and (y) all other amounts then due and payable by the Seller under this Agreement to the Purchasers, the Purchaser Agents, the Administrator, and any other Indemnified Party or Affected Person; (ii) subject to Section 1.4(f), if such day is not a Termination Day, the remainder of the Collections not set aside pursuant to clause (b)(i) of this Section 1.4 shall, to the extent representing a return of Capital, be automatically Reinvested according to each Purchaser’s Capital in Pool Receivables, and in the associated Related Security, Collections and other proceeds with respect thereto; provided, however, that, if after giving effect to any such Reinvestment, (x) the Purchased Interest would exceed 100% or (y) the Aggregate Capital would exceed the Purchase Limit then in effect, then the Servicer shall not so Reinvest, but shall set aside and hold in trust for the benefit of the Purchasers (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator) a portion of such Collections that, together with the other Collections set aside pursuant to this paragraph, shall equal the amount necessary to (x) reduce the Purchased Interest to 100% and (y) cause the Aggregate Capital to not exceed the Purchase Limit, as applicable, which amount shall be deposited ratably to each Purchaser Agent’s account (for the benefit of its related Purchasers and to be applied in reduction of their respective Capital) on the next Settlement Date in accordance with Section 1.4(c); (iii) if such day is a Termination Day, set aside, segregate and hold in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator), for the benefit of each Purchaser Group, the entire remainder of the Collections not set aside pursuant to clause (b)(i) of this Section 1.4; provided, that if amounts are so set aside and held in trust on any Termination Day, then such previously set-aside amounts shall, to the extent representing a return on Capital, be Reinvested in accordance with clause (ii) above on the next day to occur that is not a Termination Day (if any); and (iv) release to the Seller (subject to Section 1.4(f)) for its own account any Collections in excess of: (w) amounts required to be Reinvested in accordance with clause (ii) above plus (x) the amounts that are required to be set aside pursuant to clause (i) above, pursuant to the proviso to clause (ii) above and pursuant to clause (iii) above, plus (y) the Seller’s Servicing Fees accrued and unpaid through such day. (c) On the fifth (5th) Business Day of each calendar month, each Purchaser Agent will notify the Servicer by electronic mail of the amount of Discount accrued with respect to each portion of Capital during the previous Settlement Period. On each Settlement Date, the Servicer ~~shall~~ shall, in accordance with the priorities set forth in Section 1.4(d), deposit to into the ~~Collection Account out~~ account specified by each Purchaser Agent Collections held for such Purchaser Agent (for the benefit of ~~the amount, if any, held in trust~~ its related Purchasers) pursuant to Section ~~2.12(a)(i~~1.4(b)(i) or 1.4(f) plus the amount of Collections then held for such Purchaser Agent (for the benefit of its related Purchasers) pursuant to Sections 1.4(b)(ii) and 1.4(b)(iii); provided, however, that if the Information Package delivered by the Servicer indicates a Purchased Interest in excess of 100%, then the amount of Collections not Reinvested pursuant to clause (b)(ii) shall be deposited into the account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer on the date such Information Package is received and on each day thereafter to the extent the Purchased Interest exceeds 100%. (d) The Servicer shall distribute the amounts described (and at the times set forth) in Section 1.4(c) on each Settlement Date as follows: (i) if such distribution occurs on a day that is not a Termination Day and the Purchased Interest does not exceed 100%: first, to the Servicer, the Servicing Fee, to the extent accrued and unpaid through the last day of the immediately preceding Settlement Period until such accrued fees are paid in full, to the extent not ~~theretofore reinvested~~otherwise netted out from Collections by the Servicer; second, to the extent such amounts are then payable hereunder, to each Purchaser Agent (for the benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), in payment in full of, all accrued Discount with respect to each portion of Capital maintained by such Purchasers (it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each Purchaser’s Capital); third, ratably to the Purchaser Agents and the Administrator, all accrued fees (including program fees) ~~Section 2.12(a)(iii~~owing to the Purchasers (it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each such Purchaser’s Capital) and ~~not theretofore deposited~~ to the ~~Collection Account~~ Administrator; fourth, if the Servicer has set aside amounts in respect of a reduction of the Aggregate Capital pursuant to clause (f) below, to each Purchaser Agent (for the benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), in payment in full of the related reduction in Aggregate Capital; it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each such Purchaser’s Capital; and fifth, to the Seller for its own account. (ii) if such distribution occurs on a Termination Day or on any day on which the Purchased Interest exceeds 100%: first, to the Servicer, the Servicing Fee, to the extent accrued and unpaid through the last day of the immediately preceding Settlement Period until such accrued fees are paid in full, to the extent not otherwise netted out from Collections by the Servicer; second, to each Purchaser Agent (for the benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), in payment in full of, all accrued Discount with respect to each portion of Capital maintained by such Purchasers (it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each Purchaser’s Capital); third, ratably to the Purchaser Agents and the Administrator, such accrued fees owing to the Purchasers (it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each Purchaser’s Capital) and to the Administrator; fourth, to each Purchaser Agent (for the benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), in payment in full of each Purchaser’s Capital (or if such day is not a Termination Day but is a day on which the Purchased Interest exceeds 100%, the amount necessary to reduce the Purchased Interest to 100%) it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each Purchaser’s Capital; fifth, if the Aggregate Capital and accrued Aggregate Discount and fees with respect thereto have been reduced to zero (or the Aggregate Capital has been reduced to the extent necessary to cause the Purchased Interest not to exceed 100%), and all accrued Servicing Fees payable to the Servicer have been paid in full, to the Purchasers, the Administrator and any other Indemnified Party or Affected Person in payment in full of any other Aggregate Unpaids owed thereto by the Seller hereunder (other than contingent indemnification obligations); sixth, to pay all outstanding amounts owing under the Company Note; and seventh, to the Seller for its own account. (e) For the purposes of this Section ~~2.12(b~~1.4: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or canceled as a result of (x) without duplication, any revision, cancellation, allowance, rebate, dilution, discount, or other adjustment (including, without limitation, an extension or adjustment made pursuant to the applicable Credit and Collection Guidelines) made by the Seller, the Servicer or any Originator, including in connection with the cancellation and reissuance of any Pool Receivable, or (y) any set-off or dispute between the Seller or any Originator and an Obligor (any such reduction or cancellation, a “Dilution”), in any such case, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction, adjustment, cancellation or dispute (which, in the case of a cancellation and reissuance of any Pool Receivable, shall be an amount equal to the ~~lesser~~ full Outstanding Balance of the cancelled Pool Receivable) and shall, subject to Section 1.4(e)(v), (x) if such day is not a Termination Day, hold any and all such amounts in trust for the benefit of each Purchaser Group and, on the following Settlement Date, apply such amounts in accordance with this Section 1.4 or (y) if such day is a Termination Day, within two (2) Business Days of such ~~amount~~ reduction or adjustment, pay from its own funds any and the Net Investment; provided, that if the Agent gives its consent (which consent may be revoked at any time during the continuation of a Termination Event or a Potential Termination Event), the Servicer may retain all such amounts ~~which would otherwise be deposited~~ in respect ~~of the accrued and unpaid Servicing Fee, in which case no distribution shall be made in respect of such Servicing Fee under clause (c) below. Any amounts set aside pursuant~~ thereof to ~~Section 2.12(a) in excess of the amount required to be deposited in the~~ a Collection Account or the Concentration Account for the benefit of each Purchaser Group and for application pursuant to this ~~subsection~~ Section 1.4; (bii) ~~shall continue~~ if on any day any of the representations or warranties in Section 1(g) or (n) of Exhibit III is not true with respect to ~~be set aside~~ any Pool Receivable a Collection of the full Outstanding Balance of such Pool Receivable, the Seller shall, subject to Section 1.4(e)(v), (1) if such day is not a Termination Day, hold any and ~~held~~ all such amounts in trust by for the ~~Servicer for application~~ benefit of each Purchaser Group and, on the ~~next succeeding~~ following Settlement Date, apply such amounts in accordance with this Section 1.4 or (2) if such day is a Termination Day, within two (2) Business Days, pay any and ~~provided, further, that if~~ all such amounts from its own funds in respect thereof to a Collection Account or the Concentration Account for the benefit of each Purchaser Group and for application pursuant to this Section 1.4 (Collections deemed to have been received pursuant to Sections 1.4(e)(i) or (ii) are hereinafter sometimes referred to as “Deemed Collections”); (iii) except as provided in clause (i) or (ii), or as otherwise required by applicable Law, all Collections received from an Obligor of any Pool Receivable shall be applied to the ~~Servicer makes a deposit into~~ Pool Receivables of such Obligor in the ~~Collection Account~~ order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for application to specific Receivables; (iv) if and to the extent the Administrator or any Purchaser shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in ~~respect of a Collection of a Receivable and such Collection was~~ any Insolvency Proceeding) any amount received by ~~the Servicer in the form of a check that is not honored for any reason~~it hereunder, ~~(ii) the Servicer makes a mistake with respect to the~~ such amount of any Collection and deposits an amount that is less than or more than the actual amount of such Collection or (iii) the deposit was made in error and constitutes an Excluded Amount, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any payment in respect of which a dishonored check is received shall be deemed not to have been so received by the Administrator or such Purchaser but rather to have been retained by the Seller and, accordingly, the Administrator or such Purchaser, as the case may be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof; (v) if at any time before the Facility Termination Date the Seller is deemed to have received any Deemed Collection under Sections 1.4(e)(i) or (ii), so long as no Termination Day then exists, the Seller may satisfy its obligation to deliver the amount of such Deemed Collections to a Collection Account or the Concentration Account by instead recalculating (or being deemed to have recalculated) the Purchased Interest by decreasing the Net Receivables Pool Balance by the amount of such Deemed Collections, so long as such adjustment does not cause the Purchased Interest to exceed 100%; and (vi) if at any time the Seller satisfies in full its obligations hereunder with respect to Deemed Collections (whether by payment to a Collection Account or the Concentration Account and/or by reducing the Net Receivables Pool Balance), the Administrator, on behalf of the Purchasers, shall re-convey to the Seller the Pool Receivable(s) to which such Deemed Collection relates, without recourse and without any representation or warranty except that such Pool Receivable is free and clear of liens, security interests, charges and encumbrances created by the Administrator or any such Purchaser, and thereafter the Seller shall not sell any interest in such Receivable to the Administrator on behalf of the Purchasers. (f) At any time, the Seller may elect to cause a reduction of Capital in accordance with this clause (f). The Seller may do so as follows: (i) the Seller shall deliver to the Administrator, each Purchaser Agent and the Servicer written notice in substantially the form of Annex C (the “Paydown Notice”) at least two Business Days’ prior to the date of such reduction for any reduction of Aggregate Capital, which notice shall include the amount of such proposed reduction and the proposed date on which such reduction will commence; (ii) on the proposed date of the commencement of such reduction and on each day thereafter, the Servicer shall cause Collections not to be Reinvested until the amount thereof not so Reinvested shall equal the desired amount of the reduction of Aggregate Capital; and (iii) the Servicer shall hold (or cause the Seller to set aside and hold) such Collections in trust for each Purchaser, for payment to each Purchaser Agent for the benefit of such Purchaser on the next Settlement Date, and the Aggregate Capital shall be deemed reduced in the amount to be paid to a Purchaser Agent only when in fact finally so paid; provided, that (x) the amount of any such reduction (if not a reduction to zero) shall be not less than $1,000,000 and shall be an integral multiple of $100,000, and the entire Aggregate Capital after giving effect to such reduction shall be not less than $10,000,000 (unless the entire Aggregate Capital shall have been reduced to zero); and (y) the Seller shall choose a reduction amount, and the date of commencement thereof, so that to the extent practicable such reduction shall commence and conclude in the same Settlement Period.

Appears in 4 contracts

Sources: Receivables Purchase Agreement (Vistra Corp.), Receivables Purchase Agreement (Vistra Corp.), Receivables Purchase Agreement (Vistra Corp.)

Settlement Procedures. (ia) ~~The Servicer shall deposit into~~ So long as the Administrative Agent has not taken dominion and control of the Collection Account, on each Business Day selected by the SPV for a reduction of the Net Investment under Section 2.13 the amount of Collections held for the Agent pursuant to Section 2.12(a)(ii)(A)(1). (ii) On any date on or prior to the Termination Date, if the sum of the Net Investment and Required Reserves exceeds the Net Pool BalanceAccounts, the Servicer shall ~~immediately pay~~ set aside and hold in trust for the benefit of the Secured Parties (or, following the occurrence and during the continuance of a Potential Default or an Event of Default, if so requested by the Administrative Agent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and/or controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Seller or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 are satisfied on such date, the Servicer may (A) release to the ~~Collection Account~~ Seller from ~~amounts set aside~~ Collections received on Seller Collateral the amount (if any) necessary to pay the purchase price for, or distribute capital in exchange of, Receivables generated by Originators and purchased or accepted for contribution (and automatically deemed purchased or contributed) by the Seller on such date in accordance with the terms of the Transfer Agreement and (B) release to the Seller all or a portion of Collections received on Sold Assets in exchange for the Seller designating an equivalent amount (based on aggregate Outstanding Balances) of Unsold Receivables as new Sold Receivables on Seller’s books and records pursuant to Section ~~2.12(a)(ii)(A)(2~~2.01(e), which new Sold Receivables will be automatically and immediately sold and contributed by the Seller to the Administrative Agent (for the ratable benefit of the Purchasers) ~~an amount equal~~ pursuant to Section 2.01(b) upon such ~~excess.~~ release (~~iii~~each such release of Collections described in clauses (A) and (B) above, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Collection Accounts, the Administrative Agent) shall ~~deposit~~ distribute such Collections in the following order of priority: (i) first, to the ~~Collection Account out~~ Servicer for the payment of the ~~amount~~accrued Servicing Fees payable for the immediately preceding Yield Period (plus, if applicable, the amount of Servicing Fees payable for any prior Yield Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Purchaser and other Purchaser Party (ratably, based on the amount then due and owing), all accrued and unpaid Yield, Fees and indemnity payments under Section 4.02 due to such Purchaser and other Purchaser Party for the immediately preceding Yield Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments), plus, if applicable, the amount of any such Yield, Fees and indemnity payments (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Yield Period to the extent such amount has not been distributed to such Purchaser or Purchaser Party; (iii) third, as set forth in clause (A), (B) or (C) below, as applicable: (A) prior to the occurrence of the Termination Date, to the extent that a Capital Coverage Amount Deficit exists on such date (as indicated in the most recent Pool Report and accounting for any Investments made since the date of such Pool Report), to the Purchasers (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the payment of a portion of the outstanding Aggregate Capital at such time, in an aggregate amount equal to the amount necessary to reduce the Capital Coverage Amount Deficit to zero ($0); (B) on and after the occurrence of the Termination Date, to each Purchaser (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the payment in full of the aggregate outstanding Capital of such Purchaser at such time; or (C) prior to the occurrence of the Termination Date, at the election of the Seller and in accordance with Section 2.02(d), to the payment of all or any portion of the outstanding Capital of the Purchasers at such time (ratably, based on the aggregate outstanding Capital of each Purchaser at such time); (iv) fourth, to the Secured Parties (ratably, based on the amount due and owing at such time), for the payment of all other Seller Obligations then due and owing by the Seller to the Secured Parties and; (v) fifth, the balance, if any, ~~held in trust~~ to be paid to the Seller for its own account. Amounts payable pursuant to ~~Section 2.12(a)(i~~each of clauses first through fourth above shall be paid (at each level of priority) first from available Collections on Sold Receivables and (other Sold Assets, and second, to the extent ~~not theretofore reinvested~~necessary in order to make all such payments at such level of priority in full, from Collections on Unsold Receivables and other Seller Collateral. The Seller’s right to receive payments (if any) ~~Section 2.12(a)(iii) and not theretofore deposited~~ from time to time pursuant to clause fifth above shall, to the ~~Collection Account pursuant~~ extent arising from Collections on Sold Receivables, constitute compensation to ~~this Section 2.12(b~~the Seller for the Seller’s provision of the Seller Guaranty and the Purchaser Parties’ interests in the Sold Asset and the Seller Collateral. (b) All payments or distributions to be made by the Servicer, the Seller and any other Person to any Purchaser Party (or its respective related Secured Parties), an amount equal to the lesser of such amount and the Net Investment; provided, that if the Agent gives its consent (which consent may be revoked at any time during the continuation of a Termination Event or a Potential Termination Event), the Servicer may retain amounts which would otherwise be deposited in respect of the accrued and unpaid Servicing Fee, in which case no distribution shall be ~~made in respect of~~ paid or distributed to such ~~Servicing Fee under clause~~ Purchaser Party. (c) ~~below. Any amounts set aside pursuant~~ If and to ~~Section 2.12(a) in excess of~~ the ~~amount~~ extent the Administrative Agent or any other Secured Party shall be required to be deposited in the Collection Account pursuant to this subsection (b) shall continue to be set aside and held in trust by the Servicer for application on the next succeeding Settlement Date, and provided, further, that if (i) the Servicer makes a deposit into the Collection Account in respect of a Collection of a Receivable and such Collection was received by the Servicer in the form of a check that is not honored for any ~~reason~~reason to pay over to any Person (including any Obligor or any trustee, ~~(ii~~receiver, custodian or similar official in any Relief Proceeding) ~~the Servicer makes a mistake with respect to the~~ any amount ~~of any Collection and deposits an~~ received on its behalf hereunder, such amount that is less than or more than the actual amount of such Collection or (iii) the deposit was made in error and constitutes an Excluded Amount, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any payment in respect of which a dishonored check is received shall be deemed not to have been ~~paid~~so received but rather to have been retained by the Seller and, accordingly, the Administrative Agent or such other Secured Party, as the case may be, shall have a claim against the Seller for such amount. (d) For the purposes of this Section 3.01: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or cancelled as a result of (A) any defective, rejected, returned, repossessed or foreclosed goods or services, (B) any revision, cancellation, allowance, rebate, credit memo, discount or other adjustment made by any Seller-Related Party or any Affiliate thereof or (C) any setoff, counterclaim or dispute between any Seller-Related Party or any Affiliate thereof, and an Obligor, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in an amount equal to the positive difference between (A) such Pool Receivable’s Outstanding Balance prior to such reduction and (B) its Outstanding Balance after such reduction, and the Seller shall within two (2) Business Days pay to a Collection Account or as otherwise directed by the Administrative Agent at such time, for the benefit of the Purchaser Parties for application pursuant to Section 3.01(a), an amount equal to (x) if such reduction occurs prior to the Termination Date and no Event of Default has occurred and is continuing, the lesser of (I) the sum of all deemed Collections with respect to such reduction and (II) an amount necessary to eliminate any Capital Coverage Amount Deficit that exists at such time and (y) if such reduction occurs on or after the Termination Date or at any time when an Event of Default has occurred and is continuing, the sum of all deemed Collections with respect to such reduction (Collections deemed to have been received pursuant to this Section 3.01(d)(i) are hereinafter sometimes referred to as “Dilution”); (ii) if on any day (A) any representation or warranty in Section 6.01 is not true with respect to any Pool Receivable at the time made or (B) any Receivable included in any Pool Report as an Eligible Receivable or in any calculation of the Net Receivables Pool Balance as an Eligible Receivable fails to be an Eligible Receivable at the time of such inclusion, then, in either case, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable’s Outstanding Balance in full, and the Seller shall within two (2) Business Days pay to a Collection Account or as otherwise directed by the Administrative Agent at such time, for the benefit of the Purchaser Parties for application pursuant to Section 3.01(a), an amount equal to (x) if such breach occurs prior to the Termination Date and no Event of Default has occurred and is continuing, the lesser of (I) the sum of all deemed Collections with respect to such breach and (II) an amount necessary to eliminate any Capital Coverage Amount Deficit that exists at such time and (y) if such breach occurs on or after the Termination Date or at any time when an Event of Default has occurred and is continuing, the sum of all deemed Collections with respect to such breach (Collections deemed to have been received pursuant to Sections 3.01(d)(i) and 3.01(d)(ii), including any Dilution, are hereinafter sometimes referred to as “Deemed Collections”); (iii) except as provided in clauses (i) or (ii) above or otherwise required by applicable Law or the relevant Contract or the applicable Eligible Supporting Letter of Credit, all Collections received from an Obligor of any Receivable shall be applied to the Pool Receivables of such Obligor in the manner identified in any invoice or related Receivable documentation, or if not identified, in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (iv) if and to the extent the Administrative Agent or any other Secured Party shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Relief Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by such Person but rather to have been retained by the Seller and, accordingly, such Person shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof.

Appears in 2 contracts

Sources: Receivables Purchase Agreement (Kinetik Holdings Inc.), Receivables Purchase Agreement (Kinetik Holdings Inc.)

Settlement Procedures. (a) The Master Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, (x) if so requested by the Administrative Agent at any time while an Event of Termination has occurred and is continuing, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion and (y) if a Notice Event has occurred, retain in the Collection Accounts and not transfer out of or otherwise remove therefrom until the applicable Settlement Date), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Master Servicer or the Seller or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, (A) the Master Servicer may release to the Seller from such Collections received on Unsold Receivables the amount (if any) necessary to (i) ~~The Servicer shall deposit into~~ pay the ~~Collection Account, on each Business Day selected~~ purchase price for Receivables purchased by the ~~SPV for a reduction~~ Seller on such date in accordance with the terms of the ~~Net Investment~~ Sale Agreement and (ii) the amounts owing by the Seller to any Originator under any Subordinated Note in accordance with Section ~~2.13~~ 8.01(s) and (B) the ~~amount~~ Master Servicer may release to the Seller all or a portion of such Collections ~~held~~ received on Sold Receivables in exchange for the ~~Agent~~ Seller designating an equivalent amount (based on aggregate Outstanding Balances) of Unsold Receivables as new Sold Receivables on Seller’s books and records pursuant to Section ~~2.12(a)(ii)(A)(1~~2.01(e)~~. (ii) On any date on or prior~~ , which new Sold Receivables will be automatically and immediately sold by the Seller to the ~~Termination Date, if~~ Administrative Agent (for the ~~sum~~ ratable benefit of the ~~Net Investment and Required Reserves exceeds the Net Pool Balance, the Servicer shall immediately pay to the Collection Account from amounts set aside~~ Purchasers) pursuant to Section ~~2.12(a)(ii)(A)(2~~2.01(b) upon such release (each such release of Collections described in clauses (A) and (B) above, a “Release”). Amounts held in trust by the Master Servicer pursuant to this Section 4.01(a) may be commingled with other funds of the Master Servicer in one or more accounts of the Master Servicer or an ~~amount equal~~ Affiliate thereof that does not constitute a Collection Account (unless otherwise requested by the Administrative Agent at any time while an Event of Termination has occurred and is continuing); provided, further, that any such commingling shall not derogate from the Seller’s or the Master Servicer’s indemnification obligations with respect to ~~such excess. (iii~~commingling pursuant to Section 13.01 and 13.02 or the Master Servicer’s obligation to distribute Collection in accordance with this Section 4.01(a) on each Settlement Date. On each Settlement Date, the Master Servicer ~~shall deposit to~~ (or, following its assumption of control of the Collection ~~Account out of the amount, if any, held in trust pursuant to Section 2.12(a)(i) and~~ Accounts (to the extent that funds have not ~~theretofore reinvested) Section 2.12(a)(iii) and not theretofore deposited~~ previously been released by the Administrative Agent to the Collection Account pursuant to this Section 2.12(b), an amount equal to the lesser of such amount and the Net Investment; provided, that if the Agent gives its consent (which consent may be revoked at any time during the continuation of a Termination Event or a Potential Termination EventMaster Servicer), the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Master Servicer ~~may retain amounts which would otherwise be deposited in respect~~ for the payment of the accrued Servicing Fees payable for the immediately preceding Yield Period (plus, if applicable, the amount of Servicing Fees payable for any prior Yield Period to the extent such amount has not been distributed to the Master Servicer); (ii) second, to the Administrative Agent for distribution to each Purchaser and other Purchaser Party (ratably, based on the amount then due and owing), all accrued and unpaid ~~Servicing Fee, in which case no distribution shall be made~~ Yield and Fees due to such Purchaser and other Purchaser Party for the immediately preceding Yield Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such Servicing Fee under clause (c) below. Any amounts set aside pursuant to Section 2.12(a) in excess of the amount required to be deposited in the Collection Account pursuant to this subsection (b) shall continue to be set aside and held in trust by the Servicer for application on the next succeeding Settlement Datepayments), ~~and provided~~plus, ~~further~~if applicable, that if (i) the Servicer makes a deposit into the Collection Account in respect of a Collection of a Receivable and such Collection was received by the Servicer in the form of a check that is not honored for any reason, (ii) the Servicer makes a mistake with respect to the amount of any ~~Collection~~ such Yield and ~~deposits an amount that is less than~~ Fees (including any additional amounts or ~~more than the actual amount~~ indemnified amounts payable under Sections 5.03 and 13.01 in respect of such ~~Collection~~ payments) payable for any prior Yield Period to the extent such amount has not been distributed to such Purchaser or Purchaser Party; (iii) ~~the deposit was made~~ third, as set forth in ~~error and constitutes an Excluded Amount~~clause (x), ~~the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check~~ (y) or ~~mistake. Any payment in respect of which a dishonored check is received shall be deemed not to have been paid.~~(z) below, as applicable:

Appears in 2 contracts

Sources: Receivables Purchase Agreement (Gray Media, Inc), Receivables Purchase Agreement (Gray Television Inc)

Settlement Procedures. ~~(i)~~ The Servicer shall ~~deposit into~~ set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during the continuance of an Event of Termination, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Seller or received in any Lock-Box or Collection Account; provided, on however, that so long as each ~~Business Day selected by the SPV for a reduction~~ of the ~~Net Investment under~~ conditions precedent set forth in Section ~~2.13 the amount of Collections held for the Agent pursuant to Section 2.12(a)(ii)(A)(1). (ii) On any date~~ 6.03 are -17- satisfied on ~~or prior to the Termination Date, if the sum of the Net Investment and Required Reserves exceeds the Net Pool Balance~~such date, the Servicer ~~shall immediately pay~~ may release to the ~~Collection Account from amounts set aside pursuant to Section 2.12(a)(ii)(A)(2) an amount equal to~~ Seller a portion of such ~~excess.~~ Collections (~~iii)~~ each such release of Collections, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Collection Accounts, the Administrative Agent) shall ~~deposit~~ distribute any such Collections not previously Released in the following order of priority: (i) first, to the ~~Collection Account out~~ Servicer for the payment of the ~~amount~~accrued Servicing Fees payable for the immediately preceding Yield Period (plus, if applicable, the amount of Servicing Fees payable for any prior Yield Period to the extent such amount has not been distributed to the Servicer); (ii) second, to the Administrative Agent, for the account of each Purchaser and other Purchaser Party (ratably, based on the amount then due and owing), all accrued and unpaid Yield, Fees and Breakage Fees due to such Purchaser and other Purchaser Party for the immediately preceding Yield Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Yield, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Yield Period to the extent such amount has not been distributed to such Purchaser or Purchaser Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable: (x) prior to the occurrence of the Termination Date, to the extent that a Capital Coverage Deficit exists on such date, to the Administrative Agent, for the account of each Purchaser (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the return of a portion of the outstanding Aggregate Capital at such time, in an aggregate amount equal to the amount necessary to reduce the Capital Coverage Deficit to zero ($0); (y) on and after the occurrence of the Termination Date, to the Administrative Agent, for the account of each Purchaser (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the return in full of the aggregate outstanding Capital of such Purchaser at such time; or (z) prior to the occurrence of the Termination Date, at the election of the Seller and in accordance with Section 2.02(d), to the Administrative Agent, for the account of each Purchaser (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the return of all or any portion of the outstanding Capital of the Purchasers at such time; (iv) fourth, to the Purchaser Parties, the Affected Persons and the Seller Indemnified Parties (ratably, based on the amount due and owing at such time), for the payment of all other Seller Obligations then due and owing by the Seller to the Purchaser Parties, the Affected Persons and the Seller Indemnified Parties; and (v) fifth, the balance, if any, ~~held in trust pursuant~~ to ~~Section 2.12(a)(i) and (~~be paid to the extent not theretofore reinvested) Section 2.12(a)(iii) and not theretofore deposited to the Collection Account pursuant to this Section 2.12(b), an amount equal to the lesser of such amount and the Net Investment; provided, that if the Agent gives Seller for its consent (which consent may be revoked at any time during the continuation of a Termination Event or a Potential Termination Event), the Servicer may retain amounts which would otherwise be deposited in respect of the accrued and unpaid Servicing Fee, in which case no distribution shall be made in respect of such Servicing Fee under clause (c) below. Any amounts set aside pursuant to Section 2.12(a) in excess of the amount required to be deposited in the Collection Account pursuant to this subsection (b) shall continue to be set aside and held in trust by the Servicer for application on the next succeeding Settlement Date, and provided, further, that if (i) the Servicer makes a deposit into the Collection Account in respect of a Collection of a Receivable and such Collection was received by the Servicer in the form of a check that is not honored for any reason, (ii) the Servicer makes a mistake with respect to the amount of any Collection and deposits an amount that is less than or more than the actual amount of such Collection or (iii) the deposit was made in error and constitutes an Excluded Amount, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any payment in respect of which a dishonored check is received shall be deemed not to have been paidown account .

Appears in 2 contracts

Sources: Receivables Purchase Agreement (Warner Bros. Discovery, Inc.), Receivables Purchase Agreement (Warner Bros. Discovery, Inc.)

Settlement Procedures. (ia) ~~The Servicer shall deposit into~~ In order to administer the ~~Collection Account~~Credit Facility in an efficient manner and to minimize the transfer of funds between Agent and Lenders, Agent may, at its option, subject to the terms of this Section 6.11, make available, on ~~each Business Day selected by~~ behalf of Lenders, the ~~SPV for a reduction~~ full amount of the ~~Net Investment under~~ Loans requested or charged to any Borrower’s loan account(s) or otherwise to be advanced by Lenders pursuant to the terms hereof up to an aggregate amount of $15,000,000, without requirement of prior notice to Lenders of the proposed Loans. (b) With respect to all Loans made by Agent on behalf of Lenders as provided in this Section ~~2.13~~ 6.11, the amount of ~~Collections held~~ each Lender’s Pro Rata Share of the outstanding Loans shall be computed weekly, and shall be adjusted upward or downward on the basis of the amount of the outstanding Loans as of 5:00 p.m. on the Business Day immediately preceding the date of each settlement computation; provided that Agent retains the absolute right at any time or from time to time to make the above described adjustments at intervals more frequent than weekly. Agent shall deliver to each of the Lenders after the end of each week, or at such lesser period or periods as Agent shall determine, a summary statement of the amount of outstanding Loans for such period (such week or lesser period or periods being hereinafter referred to as a “Settlement Period”). If the summary statement is sent by Agent and received by a Lender prior to 12:00 noon, then such Lender shall make the settlement transfer described in this Section 6.11 by no later than 3:00 p.m. on the same Business Day and if received by a Lender after 12:00 noon, then such Lender shall make the settlement transfer by not later than 3:00 p.m. on the next Business Day following the date of receipt. If, as of the end of any Settlement Period, the amount of a Lender’s Pro Rata Share of the outstanding Loans is more than such Lender’s Pro Rata Share of the outstanding Loans as of the end of the previous Settlement Period, then such Lender shall forthwith (but in no event later than the time set forth in the preceding sentence) transfer to Agent by wire transfer in immediately available funds the amount of the increase. Alternatively, if the amount of a Lender’s Pro Rata Share of the outstanding Loans in any Settlement Period is less than the amount of such Lender’s Pro Rata Share of the outstanding Loans for the previous Settlement Period, Agent ~~pursuant~~ shall forthwith transfer to such Lender by wire transfer in immediately available funds the amount of the decrease. The obligation of each of the Lenders to transfer such funds and effect such settlement shall be irrevocable and unconditional and without recourse to or warranty by Agent. Agent and each Lender agrees to ▇▇▇▇ its books and records at the end of each Settlement Period to show at all times the dollar amount of its Pro Rata Share of the outstanding Loans and Letters of Credit. Each Lender shall only be entitled to receive interest on its Pro Rata Share of the Loans to the extent such Loans have been funded by such Lender. Because the Agent on behalf of Lenders may be advancing and/or may be repaid Loans prior to the time when Lenders will actually advance and/or be repaid such Loans, interest with respect to Loans shall be allocated by Agent in accordance with the amount of Loans actually advanced by and repaid to each Lender and the Agent and shall accrue from and including the date such Loans are so advanced to but excluding the date such Loans are either repaid by Borrowers or actually settled with the applicable Lender as described in this Section ~~2.12(a)(ii)(A)(1)~~6.11. (iic) On any date on or prior to the Termination Date, if the sum of the Net Investment and Required Reserves exceeds the Net Pool Balance, the Servicer shall immediately pay to the Collection Account from amounts set aside pursuant to Section 2.12(a)(ii)(A)(2) an amount equal to such excess. (iii) On each Settlement Date, the Servicer shall deposit to the Collection Account out of the amount, if any, held in trust pursuant to Section 2.12(a)(i) and (to To the extent that Agent has made any such amounts available and the settlement described above shall not ~~theretofore reinvested) Section 2.12(a)(iii) and not theretofore deposited~~ yet have occurred, upon repayment of any Loans by a Borrower, Agent may apply such amounts repaid directly to ~~the Collection Account~~ any amounts made available by Agent pursuant to this Section ~~2.12(b)~~6.11. In lieu of weekly or more frequent settlements, ~~an amount equal to the lesser of such amount and the Net Investment; provided~~Agent may, ~~that if the Agent gives~~ at its ~~consent (which consent may be revoked~~ option, at any time ~~during the continuation~~ require each Lender to provide Agent with immediately available funds representing its Pro Rata Share of ~~a Termination Event or a Potential Termination Event)~~each Loan, ~~the Servicer may retain amounts which would otherwise be deposited in respect~~ prior to Agent’s disbursement of ~~the accrued and unpaid Servicing Fee~~such Loan to Borrower. In such event, ~~in which case no distribution~~ all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares. No Lender shall be responsible for any default by any other Lender in ~~respect~~ the other Lender’s obligation to make a Loan requested hereunder nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in the other Lender’s obligation to make a Loan hereunder. (d) If Agent is not funding a particular Loan to a Borrower (or the Administrative Borrower for the benefit of such ~~Servicing Fee under clause (c~~Borrower) ~~below. Any amounts set aside~~ pursuant to Sections 6.11(a) and 6.11(b) above on any day, but is requiring each Lender to provide Agent with immediately available funds on the date of such Loan as provided in Section ~~2.12(a~~6.11(c) ~~in excess~~ above, Agent may assume that each Lender will make available to Agent such Lender’s Pro Rata Share of the Loan requested or otherwise made on such day and Agent may, in its discretion, but shall not be obligated to, cause a corresponding amount to be made available to or for the benefit of such Borrower on such day. If Agent makes such corresponding amount available to a Borrower and such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to Agent at the Federal Funds Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three leading brokers of Federal funds transactions in New York City selected by Agent) and if such amounts are not paid within three (3) days of Agent’s demand, at the highest Interest Rate provided for in Section 3.1 hereof applicable to Base Rate Loans. During the period in which such Lender has not paid such corresponding amount to Agent, notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, the amount so advanced by Agent to or for the benefit of any Borrower shall, for all purposes hereof, be a Loan made by Agent for its own account. Upon any such failure by a Lender to pay Agent, Agent shall promptly thereafter notify the Administrative Borrower of such failure and Borrowers shall pay such corresponding amount to Agent for its own account within five (5) Business Days of the Administrative Borrower’s receipt of such notice. A Lender (i) who fails to fund its Pro Rata Share of any Loans, participations in Letter of Credit Obligations or participations in Swingline Loans required to be ~~deposited in the Collection Account pursuant to this subsection (b) shall continue to be set aside and held in trust~~ funded by the Servicer for application on the next succeeding Settlement Date, and provided, further, that if (i) the Servicer makes a deposit into the Collection Account in respect of a Collection of a Receivable it hereunder and such ~~Collection was received by the Servicer in the form of a check that~~ failure is not ~~honored for any reason,~~ cured within one (1) Business Day or (ii) against which a case or proceeding under the ~~Servicer makes~~ bankruptcy, insolvency, reorganization, receivership, readjustment of debt, dissolution or liquidation laws or statutes of any jurisdiction now or hereafter in effect (whether at a ~~mistake~~ law or equity) is commenced, is a “Defaulting Lender”. Agent shall not be obligated to transfer to a Defaulting Lender any payments received by Agent for the Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder (including any principal, interest or fees). Amounts payable to a Defaulting Lender shall instead be paid to or retained by Agent. Agent may hold and, in its discretion, relend to a Borrower the amount of all such payments received or retained by it for the account of such Defaulting Lender. For purposes of voting or consenting to matters with respect to this Agreement and the ~~amount of any Collection~~ other Loan Documents and ~~deposits an amount that is less than or more than the actual amount of~~ determining Pro Rata Shares, such Collection or (iii) the deposit was made in error and constitutes an Excluded Amount, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any payment in respect of which a dishonored check is received Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0) (provided that the foregoing is not intended to relieve such Defaulting Lender from its Commitment obligation). This Section 6.11 shall remain effective with respect to a Defaulting Lender until such default is cured. The operation of this Section 6.11 shall not be construed to increase or otherwise affect the Commitment of any Lender, or relieve or excuse the performance by any Loan Party of their duties and obligations hereunder. (e) Nothing in this Section 6.11 or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights that any Borrower may have ~~been paid~~against any Lender as a result of any default by any Lender hereunder in fulfilling its Commitment.

Appears in 2 contracts

Sources: Loan and Security Agreement (Louisiana-Pacific Corp), Loan and Security Agreement (Louisiana-Pacific Corp)

Settlement Procedures. (ia) ~~The Servicer shall deposit into~~ So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Account, on each Business Day selected by the SPV for a reduction of the Net Investment under Section 2.13 the amount of Collections held for the Agent pursuant to Section 2.12(a)(ii)(A)(1). (ii) On any date on or prior to the Termination Date, if the sum of the Net Investment and Required Reserves exceeds the Net Pool BalanceAccounts, the Servicer shall ~~immediately pay~~ set aside and hold in trust for the Administrative Agent, for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and/or controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Seller or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 are satisfied on such date, the Servicer may (A) release to the ~~Collection Account~~ Seller from Collections received on Seller Collateral the amount (if any) necessary to pay the purchase price for Receivables purchased by the Seller on such date in accordance with the terms of the Transfer Agreement and (B) release to the Seller all or a portion of Collections received on Sold Assets or amounts ~~set aside~~ disbursed to the Seller pursuant to Section ~~2.12(a)(ii)(A)(2~~3.01(a)(vi) below in exchange for the Seller designating an equivalent amount ~~equal~~ (based on aggregate Outstanding Balances) of Unsold Receivables as new Sold Receivables on Seller’s books and records pursuant to Section 2.01(e), which new Sold Receivables will be automatically and immediately sold by the Seller to the Administrative Agent (for the ratable benefit of the Purchasers) pursuant to Section 2.01(b) upon such ~~excess.~~ release (~~iii~~each such release of Collections described in clauses (A) and (B) above, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive domain and control over the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall ~~deposit~~ distribute such Collections in the following order of priority: (i) first, to the ~~Collection Account out~~ Servicer for the payment of all unpaid Servicing Fees accrued up to (but not including) such Settlement Date; (ii) second, to each Purchaser and other Purchaser Party (ratably, based on the amount then due and owing), (w) all unpaid Yield accrued on such Purchaser’s Capital up to (but not including) such Settlement Date, (x) all unpaid Fees accrued up to (but not including) such Settlement Date, (y) any indemnity payments under Section 4.02 due to such Purchaser and other Purchaser Party, and (z) any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments; (iii) third, as set forth in clause (A), (B) or (C) below, as applicable: (A) prior to the occurrence of the ~~amount~~Termination Date, to the extent that a Capital Coverage Amount Deficit exists on such date, to the Purchasers (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the payment of a portion of the outstanding Aggregate Capital at such time, in an aggregate amount equal to the amount necessary to reduce the Capital Coverage Amount Deficit to zero ($0); (B) on and after the occurrence of the Termination Date, to each Purchaser (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the payment in full of the aggregate outstanding Capital of such Purchaser at such time; or (C) prior to the occurrence of the Termination Date, at the election of the Seller and in accordance with Section 2.02(d), to the payment of all or any portion of the outstanding Capital of the Purchasers at such time (ratably, based on the aggregate outstanding Capital of each Purchaser at such time); (iv) fourth, to the Secured Parties (ratably, based on the amount due and owing at such time), for the payment of all other Seller Obligations then due and owing by the Seller to the Secured Parties; (v) fifth, to the Originators (ratably, based on the amount due and owing at such time), any payments of principal or interest then due under the Subordinated Loans; and (vi) sixth, the balance, if any, ~~held in trust~~ to be paid to the Seller for its own account. Amounts payable pursuant to ~~Section 2.12(a)(i~~each of clauses first through fourth above shall be paid (at each level of priority) first from available Collections on Sold Receivables and (other Sold Assets, and second, to the extent ~~not theretofore reinvested~~necessary in order to make all such payments at such level of priority in full, from Collections on Unsold Receivables and other Seller Collateral. The Seller’s right to receive payments (if any) ~~Section 2.12(a)(iii) and not theretofore deposited~~ from time to time pursuant to clause sixth above shall, to the ~~Collection Account pursuant~~ extent arising from Collections on Sold Receivables, constitute compensation to ~~this Section 2.12(b~~the Seller for the Seller’s provision of the Seller Guaranty and the Purchaser Parties’ interests in the Sold Asset and the Seller Collateral. (b) All payments or distributions to be made by the Servicer, the Seller and any other Person to any Purchaser Party (or its respective related Secured Parties), an amount equal to the lesser of such amount and the Net Investment; provided, that if the Agent gives its consent (which consent may be revoked at any time during the continuation of a Termination Event or a Potential Termination Event), the Servicer may retain amounts which would otherwise be deposited in respect of the accrued and unpaid Servicing Fee, in which case no distribution shall be ~~made in respect of~~ paid or distributed to such ~~Servicing Fee under clause~~ Purchaser Party. (c) ~~below. Any amounts set aside pursuant~~ If and to ~~Section 2.12(a) in excess of~~ the ~~amount~~ extent the Administrative Agent or any other Secured Party shall be required to be deposited in the Collection Account pursuant to this subsection (b) shall continue to be set aside and held in trust by the Servicer for application on the next succeeding Settlement Date, and provided, further, that if (i) the Servicer makes a deposit into the Collection Account in respect of a Collection of a Receivable and such Collection was received by the Servicer in the form of a check that is not honored for any ~~reason~~reason to pay over to any Person (including any Obligor or any trustee, ~~(ii~~receiver, custodian or similar official in any Relief Proceeding) ~~the Servicer makes a mistake with respect to the~~ any amount ~~of any Collection and deposits an~~ received on its behalf hereunder, such amount that is less than or more than the actual amount of such Collection or (iii) the deposit was made in error and constitutes an Excluded Amount, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any payment in respect of which a dishonored check is received shall be deemed not to have been ~~paid~~so received but rather to have been retained by the Seller and, accordingly, the Administrative Agent or such other Secured Party, as the case may be, shall have a claim against the Seller for such amount. (d) For the purposes of this Section 3.01: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or cancelled as a result of (A) any defective, rejected, returned, repossessed or foreclosed goods or services, (B) any revision, cancellation, allowance, rebate, credit memo, discount or other adjustment made by any Seller-Related Party or any Affiliate thereof or (C) any setoff, counterclaim or dispute between any Seller-Related Party or any Affiliate thereof, and an Obligor, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in an amount equal to the positive difference between (A) such Pool Receivable’s Outstanding Balance prior to such reduction and (B) its Outstanding Balance after such reduction, and the Seller shall within two (2) Business Days after such reduction or cancellation pay to a Collection Account or as otherwise directed by the Administrative Agent prior to such time, for the benefit of the Purchaser Parties for application pursuant to Section 3.01(a), an amount equal to (x) if such reduction occurs prior to the Termination Date and no Event of Default or Potential Default has occurred and is continuing, the lesser of (I) the sum of all deemed Collections with respect to such reduction and (II) an amount necessary to eliminate any Capital Coverage Amount Deficit that exists at such time and (y) if such reduction occurs on or after the Termination Date or at any time when an Event of Default or Potential Default has occurred and is continuing, the sum of all deemed Collections with respect to such reduction or cancellation (Collections deemed to have been received pursuant to this Section 3.01(d)(i) are hereinafter sometimes referred to as “Dilution”); (ii) if (A) any representation or warranty in Section 6.01 is not true with respect to any Pool Receivable at the time made or (B) any Receivable included in any Pool Report as an Eligible Receivable or in any calculation of the Net Receivables Pool Balance as an Eligible Receivable fails to be an Eligible Receivable at the time of such inclusion, then, in either case, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable’s Outstanding Balance in full, and the Seller shall within two (2) Business Days pay to a Collection Account or as otherwise directed by the Administrative Agent at such time, for the benefit of the Purchaser Parties for application pursuant to Section 3.01(a), an amount equal to (x) if such breach occurs prior to the Termination Date and no Event of Default or Potential Default has occurred and is continuing, the lesser of (I) the sum of all deemed Collections with respect to such breach and (II) an amount necessary to eliminate any Capital Coverage Amount Deficit that exists at such time and (y) if such breach occurs on or after the Termination Date or at any time when an Event of Default or Potential Default has occurred and is continuing, the sum of all deemed Collections with respect to such breach (Collections deemed to have been received pursuant to Sections 3.01(d)(i) and 3.01(d)(ii), including any Dilution, are hereinafter sometimes referred to as “Deemed Collections”); (iii) except as provided in clauses (i) or (ii) above or otherwise required by applicable Law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; (iv) if and to the extent the Administrative Agent or any other Secured Party shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Relief Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by such Person but rather to have been retained by the Seller and, accordingly, such Person shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof; and (v) it is understood and agreed that the satisfaction of the obligations with respect to any Dilution of Deemed Collection as described above shall constitute the sole remedy respecting the circumstance or breach giving rise to such action available to the Administrative Agent or any Secured Party except for any of the Administrative Agent’s rights to indemnification pursuant to Sections 11.02 and 11.03 hereof.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Centuri Holdings, Inc.)

Settlement Procedures. (ia) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each date on which a Weekly Report is delivered to the Administrative Agent, to the extent that a Borrowing Base Deficit exists on such date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute any Collections on deposit ~~into~~ in any Lock-Box or Lock-Box Account (I) first, to the ~~Collection~~ Lenders (ratably, based on the aggregate outstanding Capital of each Lender at such time) for the payment of a portion of the outstanding Aggregate Capital at such time, in an aggregate amount equal to the amount necessary to reduce the Borrowing Base Deficit to zero ($0) and (II) second, to the LC Collateral Account, ~~on each Business Day selected by the SPV for a~~ in reduction of the ~~Net Investment under Section 2.13 the amount of Collections held for the Agent pursuant to Section 2.12(a)(ii)(A)(1). (ii) On any date on or prior to the Termination Date~~Adjusted LC Participation Amount, if the sum of the Net Investment and Required Reserves exceeds the Net Pool Balance, the Servicer shall immediately pay to the Collection Account from amounts set aside pursuant to Section 2.12(a)(ii)(A)(2) in an amount equal to ~~such excess.~~ the amount necessary (~~iii~~after giving effect to clause (I) above) to reduce the Borrowing Base Deficit to zero ($0). On each Settlement Date, the Servicer ~~shall deposit~~ (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the ~~Collection Account out~~ Servicer for the payment of the ~~amount~~accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if ~~any~~applicable, ~~held in trust pursuant to Section 2.12(a)(i) and (~~the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not ~~theretofore reinvested) Section 2.12(a)(iii) and not theretofore deposited~~ been distributed to the ~~Collection Account pursuant~~ Servicer); (ii) second, to ~~this Section 2.12(b~~each Lender and other Credit Party (ratably, based on the amount then due and owing), an amount equal to the lesser of such amount and the Net Investment; provided, that if the Agent gives its consent (which consent may be revoked at any time during the continuation of a Termination Event or a Potential Termination Event), the Servicer may retain amounts which would otherwise be deposited in respect of the all accrued and unpaid ~~Servicing Fee~~Interest, ~~in which case no distribution shall be made~~ Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such Servicing Fee under clause (c) below. Any amounts set aside pursuant to Section 2.12(a) in excess of the amount required to be deposited in the Collection Account pursuant to this subsection (b) shall continue to be set aside and held in trust by the Servicer for application on the next succeeding Settlement Datepayments), ~~and provided~~plus, ~~further~~if applicable, that if (i) the Servicer makes a deposit into the Collection Account in respect of a Collection of a Receivable and such Collection was received by the Servicer in the form of a check that is not honored for any reason, (ii) the Servicer makes a mistake with respect to the amount of any ~~Collection~~ such Interest, Fees and ~~deposits an amount that is less than~~ Breakage Fees (including any additional amounts or ~~more than the actual amount~~ indemnified amounts payable under Sections 5.03 and 13.01 in respect of such ~~Collection~~ payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) ~~the deposit was made~~ third, as set forth in ~~error and constitutes an Excluded Amount~~clause (x), ~~the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check~~ (y) or ~~mistake. Any payment in respect of which a dishonored check is received shall be deemed not to have been paid.~~(z) below, as applicable:

Appears in 1 contract

Sources: Receivables Financing Agreement (Foresight Energy LP)

Settlement Procedures. (a) Collection of the Receivables shall be administered by the Servicer, in accordance with the terms of Article VI of this Agreement. The Seller shall provide to the Servicer (if other than the Seller) on a timely basis all information needed for such administration, including notice of any Paydown Date and current computations of each Receivable Interest. (b) The Servicer shall, on each day on which Collections of Receivables are received into a Deposit Account, with respect to each Receivable Interest: (i) ~~The Servicer shall deposit into~~ set aside and hold in trust (and, at the ~~Collection Account, on each Business Day selected by the SPV for a reduction~~ request of the ~~Net Investment under Section 2.13 the amount of Collections held~~ Agent, segregate) for the ~~Agent pursuant to Section 2.12(a)(ii)(A)(1). (ii) On any date on or prior to the Termination Date~~Banks, ~~if the sum~~ out of the ~~Net Investment and Required Reserves exceeds the Net Pool Balance~~percentage of such Collections represented by such Receivable Interest, ~~the Servicer shall immediately pay to the Collection Account from amounts set aside pursuant to Section 2.12(a)(ii)(A)(2)~~ an amount equal to ~~such excess. (iii) On each Settlement Date~~the Yield, Fees and Servicer Fee accrued through the ~~Servicer shall deposit to the Collection Account out~~ last day of the ~~amount,~~ Accrual Period then most recently ended and not previously set aside and (b) if ~~any, held in trust~~ the Seller has elected to reduce the Aggregate Capital pursuant to Section ~~2.12(a)(i) and (to the extent not theretofore reinvested) Section 2.12(a)(iii) and not theretofore deposited to the Collection Account pursuant to this Section 2.12(b~~2.01(e)(i), an amount equal to the ~~lesser~~ excess, if any, of (i) the amount of the proposed reduction; over (ii) the aggregate of the amounts previously set aside for such reduction; (ii) reinvest with the Seller on behalf of the Banks the percentage of such ~~amount~~ Collections represented by such Receivable Interest, to the extent representing a return of Capital, by recomputation of such Receivable Interest pursuant to Section 2.03; and (iii) during such times as amounts are required to be reinvested in accordance with subsection (ii) above, deposit in the Seller’s Account any Collections in excess both of such amounts and of the ~~Net Investment; provided,~~ amounts that ~~if the Agent gives its consent~~ are required to be set aside pursuant to subsection (~~which consent may be revoked at any time during the continuation of a Termination Event or a Potential Termination Event~~i) above. (c) On each Settlement Date (Yield and Fees), the Servicer ~~may retain amounts which would otherwise be~~ shall withdraw from the Deposit Account and deposit into the Agent’s Account an amount equal to the Collections held for the Agent and/or the Banks pursuant to Section 2.04(b) that relate to the Receivable Interests owned by such Banks. (d) Upon receipt of funds deposited into the Agent’s Account, the Agent shall distribute them as follows: (i) if such distribution occurs on a day that is not a Paydown Date, first to the Banks and to the Agent in ~~respect~~ payment in full of all accrued Yield and Fees as of the last day of the Accrual Period then most recently ended, and then to the Servicer in payment in full of all accrued Servicer Fee as of the last day of the Accrual Period then most recently ended; or (ii) if such distribution occurs on a Paydown Date, to the extent the Agent is then holding funds deposited pursuant to Section 2.04(c), to the Banks in reduction of Capital and then in accordance with clause (iii) below; and (iii) if such distribution occurs on a Paydown Date, after any payments required in accordance with clause (ii) above, first to the Agent in payment of any amounts owed by the Seller to the Agent pursuant to Section10.04(a) in connection with out-of-pocket costs and expenses incurred by the Agent, second to the Servicer (if the Servicer is not the Parent or an Affiliate of the Parent) in payment in full of all accrued and unpaid ~~Servicing Fee~~Servicer Fees through the last day of the Accrual Period then most recently ended, third to the Banks and to the Agent in payment in full of all accrued and unpaid Yield and Fees through the last day of the Accrual Period then most recently ended, fourth to such Banks in reduction to zero of all Capital, fifth to such Banks or the Agent in payment of any other amounts owed by the Seller hereunder which ~~case no distribution~~ have not been paid pursuant to clauses first through fourth above, and sixth to the Servicer (if the Servicer is the Parent or an Affiliate of the Parent) in payment in full of all accrued Servicer Fees After the Capital, Yield, Fees and Servicer Fee with respect to a Receivable Interest, and any other amounts payable by the Seller to the Banks or the Agent hereunder or under any other Transaction Document have been paid in full, all additional Collections with respect to such Receivable Interest shall be ~~made in respect~~ paid to the Seller’s Account. (e) For the purposes of ~~such Servicing Fee under clause (c) below. Any amounts set aside pursuant to~~ this Section 2.12(a) in excess of the amount required to be deposited in the Collection Account pursuant to this subsection (b) shall continue to be set aside and held in trust by the Servicer for application on the next succeeding Settlement Date, and provided, further, that if 2.04: (i) if on any day any Receivable becomes (in whole or in part) a Diluted Receivable, the ~~Servicer makes a deposit into the Collection Account in respect of~~ Seller shall be deemed to have received on such day a Collection of a such Receivable ~~and such Collection was received by the Servicer~~ in the ~~form~~ amount of ~~a check that is not honored for any reason,~~ such Diluted Receivable; (ii) if on any day any of the ~~Servicer makes a mistake~~ representations or warranties contained in Section 4.01(h) is no longer true with respect to any Receivable, the ~~amount of any~~ Seller shall be deemed to have received on such day a Collection ~~and deposits an amount that is less than or more than the actual amount~~ of such ~~Collection or~~ Receivable in full; (iii) except as provided in subsection (i) or (ii) of this Section 2.04(e), or as otherwise required by applicable Law or the ~~deposit was made~~ relevant Contract, all Collections received from an Obligor of any Receivables shall be applied to the Receivables of such Obligor in ~~error~~ the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for application to specific Receivables; and (iv) if and ~~constitutes~~ to the extent the Agent or the Banks shall be required for any reason to pay over to an ~~Excluded Amount~~Obligor any amount received on its behalf hereunder, ~~the Servicer shall appropriately adjust the~~ such amount ~~subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any payment in respect of which a dishonored check is received~~ shall be deemed not to have been ~~paid~~so received but rather to have been retained by the Seller and, accordingly, the Agent or the Banks, as the case may be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof.

Appears in 1 contract

Sources: Receivables Purchase Agreement (DST Systems Inc)

Settlement Procedures. (ia) ~~The Servicer~~ Any Collections of Purchased Receivables received (or deemed to have been received, including without limitation any Collections deemed to have been received pursuant to Section 2.04(d)) by the Seller shall ~~deposit into~~ be remitted directly to the Collateral Agent on behalf of the Purchasers by depositing such Collections in a Lock-Box Account within one Business Day of Seller’s receipt (or deemed receipt) thereof. On each Payment Date, the Seller shall direct the Collateral Agent to withdraw from the Collection Account, and pay on ~~each Business Day selected by the SPV for a reduction~~ behalf of the ~~Net Investment under Section 2.13~~ Seller to each Purchaser (i) Yield on all outstanding Capital the ~~amount of Collections held~~ Fixed Period for ~~the Agent pursuant to Section 2.12(a)(ii)(A)(1).~~ which ends on such date plus (ii) ~~On any date on or prior~~ to each Conduit Purchaser, the ~~Termination Date~~CP Dealer Fees, if ~~the sum of the Net Investment~~ any, on any Commercial Paper maturing on such date and ~~Required Reserves exceeds the Net Pool Balance, the Servicer shall immediately pay~~ raised to ~~the Collection Account from amounts set aside pursuant to Section 2.12(a)(ii)(A)(2) an amount equal to~~ fund such ~~excess. (iii)~~ Capital. On each Settlement Date, the ~~Servicer~~ Seller shall ~~deposit~~ pay to ING, the ING Yield, if any. (b) On each Settlement Date to occur prior to the ~~Collection Account~~ Designated Termination Date, the Seller shall either: (i) if each Managing Agent has consented thereto, sell additional Receivables hereunder in accordance with the procedures and subject to the conditions set forth in Section 2.01 such that, immediately following such Receivables Purchase, the Capital Limit equals or exceeds outstanding Capital and the ING Capital Limit equals or exceeds the outstanding ING Capital, in which event the Collateral Agent shall, subject to the order of priority set forth in Section 6.11(b), remit the Collections set aside to the Seller in consideration of the purchase price for such Receivables Purchase; or (ii) if each Managing Agent has not consented to such additional purchase, out of the ~~amount~~Collections set aside, ~~if any, held in trust pursuant to Section 2.12(a)(i) and (~~subject to the ~~extent not theretofore reinvested)~~ order of priority set forth in Section ~~2.12(a)(iii)~~ 6.11(b), direct the Collateral Agent to apply an amount of such Collections toward the reduction of outstanding Capital, or ING Capital, as applicable, such that, following the application of such Collections to outstanding Capital or ING Capital, the Capital Limit equals or exceeds the outstanding Capital and ~~not theretofore deposited to~~ the ~~Collection Account~~ ING Capital Limit equals or exceeds the outstanding ING Capital. Each reduction of Capital pursuant to this Section ~~2.12(b~~2.04(b)(ii) shall be made ratably to the Purchasers in accordance with their respective Pro Rata Shares, and each payment of the above-described amount of Capital to any Purchaser shall be accompanied by payment of an amount of such Collections equal to Yield accrued or to accrue in respect of such amount of Capital through the end of the Fixed Period(s) to which such Capital is allocated (without duplication, however, of any amounts paid to such Purchaser pursuant to Section 6.11(b)(ii)). (c) [Reserved] (d) If on any day the Outstanding Balance of any Purchased Receivable is either (i) reduced or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed merchandise, any defective or rejected services, any cash discount or any other adjustment made or performed by the Seller or any other Person (including, without limitation, those described in the definition of “Dilution Factors”), or (ii) reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller or any other Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Purchased Receivable in the amount of such reduction, cancellation or adjustment. If on any day any of the representations or warranties in Section 4.01(g) is no longer true with respect to a Purchased Receivable or if the Seller has breached its obligations under Section 5.01(j), then the Seller shall be deemed to have received on such day a Collection of such Purchased Receivable: (x) if such representation, warranty or covenant relates to the non-existence of any Adverse Claims, the Seller shall be deemed to have received a Collection of such Purchased Receivable in the dollar amount of the Adverse Claims attaching thereto and (y) if such representation or warranty relates to the validity or perfection of the transfer of such Purchased Receivable under this Receivables Purchase Agreement or the perfection of the Collateral Agent’s security interest in any Equipment as against the Obligor thereunder, then the Seller shall be deemed to have received a Collection of such Purchased Receivable in an amount equal to the ~~lesser~~ Outstanding Balance thereof. To the extent that any such deemed Collection reduces the Outstanding Balance of such ~~amount~~ Purchased Receivable to zero, then, upon the Seller’s payment to the Collateral Agent of such deemed Collection, the Collateral Agent shall re-assign to the Seller all of its right, title and interest in and to the relevant Purchased Receivable, the Contract under which such Purchased Receivable arose and the ~~Net Investment; provided~~Related Security relating thereto. (e) Although the Originator, the Seller and the Purchasers agree that the Originator shall have no right to terminate, reject or not assume a Contract, if the ~~Agent gives~~ Originator in its ~~consent~~ capacity as Servicer (~~which consent may be revoked at any time during~~ or its successor in interest, including a trustee appointed under the ~~continuation~~ Bankruptcy Code) terminates, rejects or does not assume a Contract, in whole or in part, prior to the expiration of ~~a Termination Event~~ the original term of such Contract, whether such rejection, termination or ~~a Potential Termination Event~~non-assumption is made pursuant to an equitable cause, statute, regulation, judicial proceeding or other applicable law (including, without limitation, Section 365 of the Bankruptcy Code), the Servicer may retain amounts which would otherwise be deposited in respect of the accrued and unpaid Servicing Fee, in which case no distribution shall be made in respect of such Servicing Fee under clause (c) below. Any amounts set aside pursuant to Section 2.12(a) in excess of the amount required to be deposited in the Collection Account pursuant to this subsection (b) shall continue to be set aside and held in trust by the Servicer for application on the next succeeding Settlement Date, and provided, further, that if then (i) the ~~Servicer makes a deposit into the Collection Account in respect of a Collection of a Receivable and such Collection was~~ Seller shall be deemed to have received ~~by the Servicer in the form of a check that is not honored for any reason, (ii) the Servicer makes a mistake~~ Collections with respect to Purchased Receivables arising under such Contract in an amount equal to (A) in the event of a prepayment or termination consented to by the Originator at the Obligor’s request, the excess, if any, of the Termination Amount over all amounts paid by the Obligor on account of such termination or (B) in the event of any other rejection or non-assumption the amount of ~~any Collection and deposits an amount~~ the Outstanding Balance thereof that ~~is less than~~ has not been, or ~~more than the actual amount~~ may not be paid as a result of such ~~Collection~~ rejection, termination or ~~(iii)~~ non-assumption. Upon the ~~deposit was made~~ Seller’s payment of any such deemed Collections described in ~~error and constitutes an Excluded Amount~~this Section 2.05(e), the ~~Servicer~~ Collateral Agent shall ~~appropriately adjust~~ re-assign to the ~~amount subsequently deposited into~~ Seller all of its right, title and interest in and to the ~~Collection Account to reflect~~ relevant Purchased Receivable or Purchased Receivables, the Contracts under which such ~~dishonored check or mistake. Any payment in respect of which a dishonored check is received shall be deemed not to have been paid~~Purchased Receivable(s) arose and the Related Security relating thereto.

Appears in 1 contract

Sources: Lease Receivables Purchase Agreement (HPSC Inc)

Settlement Procedures. (a) Collection of Pool Receivables shall be administered by a Collection Agent, in accordance with the terms of Article VI of this Agreement. On and after the New Closing Date on each Deposit Date during each Settlement Period during the Revolving Period the Collection Agent shall, by no later than 11:00 a.m. New York time, and in the following order: (i) ~~The Servicer shall~~ deposit ~~into~~ in the ~~Collection Account,~~ Agent's Account an amount equal to the sum of (x) Reserves plus (y) Yield for each Settlement Period commencing on ~~each Business Day selected by~~ or before such Deposit Date to the ~~SPV for a reduction of the Net Investment under Section 2.13 the~~ extent such amount ~~of Collections held for the Agent pursuant to Section 2.12(a)(ii)(A)(1).~~has not been previously so deposited; (ii) ~~On any date on~~ if such Deposit Day is a Tuesday (or ~~prior~~ if such day is not a Business Day, the next Business Day), deliver to the ~~Termination Date, if~~ Agent the ~~sum of the Net Investment~~ Weekly Report and ~~Required Reserves exceeds the Net Pool Balance, the Servicer shall immediately pay~~ remit to the ~~Collection~~ Agent's Account ~~from amounts set aside pursuant to Section 2.12(a)(ii)(A)(2) an amount equal to such excess. (iii) On each Settlement Date, the Servicer shall deposit to the Collection Account out of~~ the amount, if any, ~~held~~ necessary to make the Net Receivables Pool Balance equal the Required Weekly Net Receivables Pool Balance; and (iii) deposit the remainder of such Collections to the Seller's Account to be reinvested by the Seller in ~~trust~~ Receivables; provided that, if immediately following any such deposit such Deposit Date would be a Pool Non-compliance Date, the Collection Agent shall retain all such remaining Collections in the Purchaser Deposit Account to be applied pursuant to Section ~~2.12(a)(i~~2.04(b)(ii). (b) On each Deposit Date if and ~~(to the extent not theretofore reinvested) Section 2.12(a)(iii)~~ so long as a Cure Period shall have occurred and ~~not theretofore deposited to~~ be continuing, the Collection Agent shall, by no later than 11:00 a.m. New York time, and in the following order: (i) deposit in the Agent's Account ~~pursuant to this Section 2.12(b),~~ an amount equal to the ~~lesser~~ sum of (x) Reserves plus (y) Yield for each Settlement Period commencing on or before such Deposit Date to the extent such amount has not been previously so allocated; (ii) deposit, out of the remainder of such Collections, to the Agent's Account an amount ~~and~~ sufficient to make the Net ~~Investment~~Receivables Pool Balance equal the Required Weekly Net Receivables Pool Balance; provided, ~~that~~ however, if such Deposit Date is second Business Day after a Cure Period has commenced and is continuing and Collections are insufficient to make the ~~Agent gives its consent (which consent may be revoked at any time during~~ Net Receivables Pool Balance equal the ~~continuation of a Termination Event or a Potential Termination Event)~~Required Weekly Net Receivables Pool Balance, the ~~Servicer may retain amounts which would otherwise be deposited in respect of~~ Seller shall, from its own funds, deposit into the ~~accrued and unpaid Servicing Fee, in which case no distribution shall be made in respect~~ Agent's Account an amount sufficient to make the Net Receivables Pool Balance equal the Required Weekly Net Receivables Pool Balance; and (iii) deposit the remainder of such ~~Servicing Fee under clause~~ Collections to the Seller's Account to be reinvested by the Seller in Receivables; provided that, if immediately following any such deposit such Deposit Date would be a Pool Non-compliance Date, the Collection Agent shall retain all such remaining Collections in the Purchaser Deposit Account to be applied pursuant to Section 2.04(b)(ii). (c) ~~below. Any amounts set aside pursuant to Section 2.12(a) in excess~~ Upon receipt of funds deposited into the ~~amount required to be deposited in~~ Agent's Account, the ~~Collection Account pursuant to this subsection (b)~~ Agent shall ~~continue to be set aside and held in trust by the Servicer for application on the next succeeding Settlement Date, and provided, further, that if~~ distribute them as follows: (i) if such distribution occurs on a day that is not a Liquidation Day, first to the ~~Servicer makes a deposit into~~ Investors or the Banks that hold the relevant Receivable Interest in payment in full of all accrued Yield and then to the Collection ~~Account~~ Agent in payment in full of all accrued Collection Agent Fee. (ii) if such distribution occurs on a Liquidation Day, first to the Investors or the Banks that hold the relevant Receivable Interest in payment in full of all accrued Yield, second to such Investors or Banks in reduction to zero of all Capital, third to such Investors, Banks or the Agent in payment of any other amounts owed by the Seller hereunder, and fourth to the Collection Agent in payment in full of all accrued Collection Agent Fee. After the Capital and Yield and Collection Agent Fee with respect to a Receivable Interest, and any other amounts payable by the Seller to the Investors, the Banks or the Agent hereunder, have been paid in full, all additional Collections with respect to such Receivable Interest shall be paid to the Seller for its own account. (d) For the purposes of this Section 2.04: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, rejected, returned, repossessed, cancelled or foreclosed merchandise or services, or any cash discount or other adjustment made by the Parent, the Seller or the Originator, or any setoff, the Seller shall be deemed to have received on such day a Collection of a such Pool Receivable ~~and such Collection was received by the Servicer~~ in the ~~form~~ amount of ~~a check that is not honored for any reason,~~ such reduction or adjustment; (ii) if on any day any of the ~~Servicer makes a mistake~~ representations or warranties contained in Section 4.01(g) is no longer true with respect to any Pool Receivable, the ~~amount of any~~ Seller shall be deemed to have received on such day a Collection ~~and deposits an amount that is less than or more than the actual amount~~ of such ~~Collection or~~ Pool Receivable in full; (iii) except as provided in subsection (i) or (ii) of this Section 2.04(d), or as otherwise required by applicable law or the ~~deposit was made~~ relevant Contract, all Collections received from an Obligor of any Receivables shall be applied to the Receivables of such Obligor in ~~error~~ the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for application to specific Receivables; and (iv) if and ~~constitutes an Excluded Amount~~to the extent the Agent, the ~~Servicer~~ Investors or the Banks shall ~~appropriately adjust the~~ be required for any reason to pay over to an Obligor any amount ~~subsequently deposited into the Collection Account to reflect~~ received on its behalf hereunder, such ~~dishonored check or mistake. Any payment in respect of which a dishonored check is received~~ amount shall be deemed not to have been ~~paid~~so received but rather to have been retained by the Seller and, accordingly, the Agent, the Investors or the Banks, as the case may be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (e) To the extent that the amounts deposited to the Agent's Account with respect to any Settlement Period are insufficient to pay all then accrued but unpaid Yield, Fees and (if payable to a Collection Agent other than Rite Aid Corporation), Collection Agent Fee, the Seller shall be obligated to pay to the Agent, on the last day of such Settlement Period, for the account of the Investors, the Banks and the Agent (and the Collection Agent, if applicable), an amount sufficient to pay fully all such amounts, by depositing such amount to the Agent's Account. The Agent shall distribute such funds as set forth 2.04(c) above.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Rite Aid Corp)

Settlement Procedures. (ia) Collection of the Receivables --------------------- shall be administered by the Collection Agent, in accordance with the terms of this Agreement. The Transferor shall provide to the Collection Agent on a timely basis all information needed for such administration. (b) The ~~Servicer~~ Collection Agent shall, on each day on which Collections are received by it, set aside and hold in trust for the Transferees such Collections and shall deposit into the ~~Collection~~ Agent's Account, (i) on the last day of each Fixed Period, ~~on each Business Day selected~~ from such Collections, an amount equal to accrued and unpaid Yield (and not previously deposited into the Agent's Account pursuant to Section 1.03(b)(ii)) and any other amounts then owed by the ~~SPV for a reduction of~~ Transferor to any Transferee or the ~~Net Investment under Section 2.13 the amount of Collections held for~~ Agent hereunder (including any fees owed to the Agent pursuant to Section ~~2.12(a)(ii)(A)(1~~1.04(a) but excluding any such amounts owed in respect of Capital).; (ii) On if any ~~date on or prior~~ Fixed Period in respect of which Yield is computed by reference to the ~~Termination Date~~Assignee Rate has a duration of more than three months, if on the ~~sum~~ day that occurs three months after the first day of ~~the Net Investment and Required Reserves exceeds the Net Pool Balance~~such Fixed Period, ~~the Servicer shall immediately pay to the Collection Account~~ from ~~amounts set aside pursuant to Section 2.12(a)(ii)(A)(2) an amount equal to~~ such excess. (iii) On each Settlement Date, the Servicer shall deposit to the Collection Account out of the amount, if any, held in trust pursuant to Section 2.12(a)(i) and (to the extent not theretofore reinvested) Section 2.12(a)(iii) and not theretofore deposited to the Collection Account pursuant to this Section 2.12(b)Collections, an amount equal to the ~~lesser~~ accrued and unpaid Yield associated with such Fixed Period; (iii) on each Settlement Date, an amount equal to the Collection Agent Fee accrued but unpaid during the preceding Settlement Period; and (iv) on each Settlement Date, from such Collections, an amount equal to the portion of Collections received during the preceding Settlement Period remaining after application pursuant to the preceding clauses (i) through (iii); provided that prior to the Facility Termination Date, the amount to be -------- deposited pursuant to this clause (iv) will not exceed the product of (A) a fraction, the numerator of which is the Required Balance and the denominator of which is the aggregate Outstanding Balance of the Related Contracts and (B) the amount of such ~~amount and the Net Investment~~Collections; provided, however, that if the Agent gives its consent (which consent may be revoked at any time during the continuation of a Termination Event or a Potential Termination Event), the Servicer may retain amounts which would otherwise be aggregate amount deposited in respect of the accrued and unpaid Servicing Fee, in which case no distribution shall be made in respect of such Servicing Fee under clause (c) below. Any amounts set aside pursuant to Section 2.12(a) in excess of the amount required to be deposited in the Collection Account pursuant to this -------- ------- subsection (b) shall ~~continue~~ not exceed the sum of the Capital of, and accrued Yield and Collection Agent Fee on, the Receivables plus the aggregate of any other amounts then owed by the Transferor to any Transferee or the Agent hereunder. Notwithstanding the foregoing, unless a Special Event has occurred, for so long as the Originator is the Collection Agent, the Collection Agent shall not be required to set aside Collections, but may commingle the Collections with its own funds and ~~held in trust by~~ make the ~~Servicer for application~~ deposits required to the Agent's Account pursuant to this paragraph (b) on the ~~next succeeding Settlement Date~~dates required. For so long as the Originator is the Collection Agent, ~~and provided, further, that if~~ the Collection Agent shall not be required to deposit the Collection Agent Fee to the Agent's Account as required by clause (iii) of this paragraph (b) but may retain such fee from the Collections remaining after the deposits required pursuant to clauses (i) ~~the Servicer makes a deposit~~ and (ii) of this paragraph (b). (i) Upon receipt of funds deposited into the ~~Collection~~ Agent's Account pursuant to subsection (b)(i) or (b)(ii) above, the Agent shall distribute such funds as follows: first, pro rata to each Transferee in payment of ----- accrued but unpaid Yield on the Capital of the relevant Receivables Pool and to the Agent in respect of ~~a Collection~~ any fees owed pursuant to Section 1.04(a), and second, to ------ the Agent for the account of ~~a Receivable and such Collection was received~~ the Transferees or the Agent in payment of any other amounts owed by the ~~Servicer in the form of a check that is not honored for any reason,~~ Transferor hereunder. (ii) Upon receipt of funds deposited into the ~~Servicer makes a mistake with respect~~ Agent's Account pursuant to subsection (b)(iii) above, the Agent shall distribute such funds, in an amount equal to the accrued but unpaid Collection Agent Fee, to the Collection Agent on account of the Collection Agent Fee. (iii) Upon receipt of funds deposited into the Agent's Account pursuant to subsection (b)(iv) above, the Agent shall distribute such funds as follows: first, to the Agent for pro rata distribution to each Transferee in reduction to ----- zero of all Capital, second, to the Agent for the account of the Transferees or ------ the Agent in payment of any other amounts owed by the Transferor hereunder, and third, to the Transferor for its own account. ----- (d) For the purposes of this Section 1.03: (i) if on any day the amount of any Receivable is reduced or adjusted as a result of (A) early termination of the related Contract, or (B) any defective, rejected, returned, or repossessed Equipment or services, or (C) any cash discount, customer concession, trade-in or other adjustment made by the Transferor or the Originator, or (D) any set-off, or (E) any loss or damage with respect to any Equipment, the Transferor shall be deemed to have received on such day a Collection in full of such Receivable and ~~deposits an amount that is less than or more than~~ all other Receivables relating to the ~~actual~~ same Contract, in the amount of the Outstanding Balance of such Contract plus Yield thereon to the end of the then applicable Fixed Period, and the amount of each such Collection shall be applied as provided in this Section 1.03; (ii) if on any day any of the representations or warranties in paragraph (h) of Exhibit III is no longer true with respect to any Receivable or the Related Security, the Transferor shall be deemed to have received on such day a Collection in full of such Receivable and all other Receivables relating to the same Contract, in the amount of the Outstanding Balance of such Contract plus Yield thereon to the end of the then applicable Fixed Period, and the amount of each such Collection shall be applied as provided in this Section 1.03; and (iii) if and to the ~~deposit was made in error and constitutes~~ extent the Agent or any Transferee shall be required for any reason to pay over to an ~~Excluded Amount~~Obligor any amount received on its behalf hereunder, ~~the Servicer shall appropriately adjust the~~ such amount ~~subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any payment in respect of which a dishonored check is received~~ shall be deemed not to have been ~~paid~~so received but rather to have been retained by the Transferor and, accordingly, the Agent or such Transferee, as the case may be, shall have a claim against the Transferor for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (e) Except as provided in paragraph (i) or (ii) of Section 1.03(d), or as otherwise required by applicable law or the relevant Contract, all Collec tions received from an Obligor of any Receivables shall be applied to the Receivables of such Obligor in the order of the age of the due but unpaid amounts with respect to such Receivables, starting with the oldest such due but unpaid amount, unless such Obligor designates its payment for application to specific Receivables. (f) The Transferor shall forthwith deliver to the Collection Agent an amount equal to all Collections deemed received by the Transferor pursuant to Section 1.03(d)(i) or (ii) above and the Collection Agent shall hold or distribute such Collections in accordance with Section 1.03(b). If Collections are then being paid to the Agent, the Collection Agent shall forthwith cause such deemed Collections to be paid to the Agent. If a Special Event has occurred, so long as the Transferor shall hold any Collections or deemed Collections required to be paid to the Collection Agent or the Agent, it shall hold such Collections in trust and separate and apart from its own funds and shall clearly ▇▇▇▇ its records to reflect such trust. (g) The Transferor may from time to time, on notice received by the Agent not later than 12:00 noon (New York City time) three Business Days before the last day of any Fixed Period for a Receivables Pool, allocate Receivables for funding purposes to future Fixed Periods (each such pool of Receivables separately so allocated to any one Fixed Period being a "Receivables ----------- Pool" having such Fixed Period). Each Receivables Pool shall be deemed to have ---- Capital equal to the total Capital multiplied by a fraction whose numerator is the Outstanding Balance of the Related Contracts giving rise to the Receivables in such Receivables Pool and whose denominator is the Outstanding Balance of all Related Contracts. Notwithstanding the foregoing, two or more Receivables Pools may not be combined unless they have Fixed Periods ending on the same day.

Appears in 1 contract

Sources: Receivables Transfer Agreement (Alco Standard Corp)

Settlement Procedures. (a) Any Collections of Purchased Receivables received (or deemed to have been received) by the Seller shall be remitted directly to Triple-A by depositing such Collections in the Lock-Box Account within one Business Day of Seller's receipt (or deemed receipt) thereof. On each Payment Date, the Seller shall pay to Triple-A (i) ~~The Servicer shall deposit into~~ Yield on all outstanding Capital the ~~Collection Account~~Fixed Period for which ends on such date PLUS (ii) the CP Dealer Fees, if any, on any Commercial Paper maturing on such date and raised to fund such Capital. (b) On each ~~Business Day selected by~~ Settlement Date to occur prior to the ~~SPV for a reduction~~ Designated Termination Date, the Seller shall either: (i) if Triple-A has consented thereto, sell additional Receivables hereunder in accordance with the procedures and subject to the conditions set forth in SECTION 2.01 such that, immediately following such Receivables Purchase, the Capital Limit equals or exceeds outstanding Capital, in which event the Collateral Agent shall, subject to the order of priority set forth in SECTION 6.11(b), remit the Collections so set aside to the Seller in consideration of the ~~Net Investment under Section 2.13 the amount of Collections held~~ purchase price for ~~the Agent pursuant to Section 2.12(a)(ii)(A)(1).~~such Receivables Purchase; or (ii) ~~On any date on or prior~~ if Triple-A has not consented to such additional purchase, out of the Collections so set aside, direct the Collateral Agent to remit to the Administrative Agent, subject to the order of priority set forth in SECTION 6.11, an amount of such Collections to be applied toward the reduction of outstanding Capital such that, following the application of such Collections to outstanding Capital, the Capital Limit equals or exceeds the outstanding Capital. (c) On each Payment Date from and after the Designated Termination Date, if the Seller shall direct the Collateral Agent to distribute to the Administrative Agent for the benefit of Triple-A, to be applied toward the reduction of outstanding Capital, all Collections so set aside but not to exceed the sum of (i) the Net Investment and Required Reserves exceeds the Net Pool Balance, the Servicer shall immediately pay to the Collection Account from amounts set aside pursuant to Section 2.12(a)(ii)(A)(2) an amount equal Capital allocated to such ~~excess~~Fixed Period, (ii) all accrued and unpaid Yield thereon, and (iii) the aggregate of all other amounts owed hereunder by the Seller to Triple-A and/or the Administrative Agent, all as more fully set forth in SECTION 6.11. (~~iii~~d) ~~On each Settlement Date~~If on any day the Outstanding Balance of any Purchased Receivable is either (i) reduced or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed merchandise, any defective or rejected services, any cash discount or any other adjustment made or performed by the ~~Servicer shall deposit to~~ Seller or any other Person (including, without limitation, those described in the ~~Collection Account~~ definition of "DILUTION FACTORS"), or (ii) reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller or any other Person (whether such claim arises out of the ~~amount~~same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Purchased Receivable in the amount of such reduction, cancellation or adjustment. If on any day any of the representations or warranties in SECTION 4.01(g) is no longer true with respect to a Purchased Receivable or if ~~any~~the Seller has breached its obligations under SECTION 5.01(j), ~~held~~ then the Seller shall be deemed to have received on such day a Collection of such Purchased Receivable: (x) if such representation, warranty or covenant relates to the non-existence of any Adverse Claims, the Seller shall be deemed to have received a Collection of such Purchased Receivable in ~~trust pursuant to Section 2.12(a)(i)~~ the dollar amount of the Adverse Claims attaching thereto and (y) if such representation or warranty relates to the ~~extent not theretofore reinvested) Section 2.12(a)(iii) and not theretofore deposited~~ validity or perfection of the transfer of such Purchased Receivable under this Triple-A Purchase Agreement or the perfection of Triple-A's security interest in any Equipment as against the Obligor thereunder, then the Seller be deemed to ~~the~~ have received a Collection ~~Account pursuant to this Section 2.12(b),~~ of such Purchased Receivable in an amount equal to the ~~lesser~~ Outstanding Balance thereof. To the extent that any such deemed Collection reduces the Outstanding Balance of such ~~amount~~ Purchased Receivable to zero, then, upon the Seller's payment to the Collateral Agent of such deemed Collection, the Collateral Agent shall re-assign to the Seller all of its right, title and interest in and to the relevant Purchased Receivable, the Contract under which such Purchased Receivable arose and the ~~Net Investment; provided~~Related Security relating thereto. (e) Although the Originator, the Seller and Triple-A agree that the Originator shall have no right to so terminate, reject or not assume a Contract, if the ~~Agent gives~~ Originator in its ~~consent~~ capacity as Servicer (~~which consent may be revoked at any time during~~ or its successor in interest, including a trustee appointed under the ~~continuation~~ Bankruptcy Code) terminates, rejects or does not assume a Contract, in whole or in part, prior to the expiration of ~~a Termination Event~~ the original term of such Contract, whether such rejection, termination or ~~a Potential Termination Event~~non-assumption is made pursuant to an equitable cause, statute, regulation, judicial proceeding or other applicable law (including, without limitation, Section 365 of the Bankruptcy Code), the Servicer may retain amounts which would otherwise be deposited in respect of the accrued and unpaid Servicing Fee, in which case no distribution shall be made in respect of such Servicing Fee under clause (c) below. Any amounts set aside pursuant to Section 2.12(a) in excess of the amount required to be deposited in the Collection Account pursuant to this subsection (b) shall continue to be set aside and held in trust by the Servicer for application on the next succeeding Settlement Date, and provided, further, that if then (i) the ~~Servicer makes a deposit into the Collection Account in respect of a Collection of a Receivable and such Collection was~~ Seller shall be deemed to have received ~~by the Servicer in the form of a check that is not honored for any reason, (ii) the Servicer makes a mistake~~ Collections with respect to Purchased Receivables arising under such Contract in an amount equal to (A) in the ~~amount~~ event of a prepayment or termination consented to by the Originator at the Obligor's request, the excess, if any, of the Termination Amount over all amounts paid by the Obligor on account of such termination or (B) in the event of any ~~Collection and deposits an amount~~ other rejection or non-assumption, the amount, of the Outstanding Balance thereof that ~~is less than~~ has not been, or ~~more than the actual amount~~ may not be paid as a result of such ~~Collection~~ rejection, termination or ~~(iii)~~ non-assumption. Upon the ~~deposit was made~~ Seller's payment of any such deemed Collections described in ~~error and constitutes an Excluded Amount~~this SECTION 2.05(e), the ~~Servicer~~ Collateral Agent shall ~~appropriately adjust~~ re-assign to the ~~amount subsequently deposited into~~ Seller all of its right, title and interest in and to the ~~Collection Account to reflect~~ relevant Purchased Receivable or Purchased Receivables, the Contracts under which such ~~dishonored check or mistake. Any payment in respect of which a dishonored check is received shall be deemed not to have been paid~~Purchased Receivable(s) arose and the Related Security relating thereto.

Appears in 1 contract

Sources: Lease Receivables Purchase Agreement (HPSC Inc)

Appears in 1 contract

Sources: Receivables Purchase Agreement (Mativ Holdings, Inc.)

Settlement Procedures. (a) Each Receivable Interest shall begin to liquidate in accordance with this Section 2.06 on the first day of the Fiscal Month following the Purchase Date for such Receivable Interest. (b) The Collection Agent shall, on each day on which Collections of Set Receivables are received by it with respect to any Receivable Interest: (i) ~~The Servicer shall deposit into~~ in respect of Discount, set aside on its books and hold in trust for the ~~Collection Account, on each Business Day selected by~~ Purchasers or the ~~SPV for a reduction~~ Banks that hold such Receivable Interest out of the ~~Net Investment under Section 2.13~~ applicable Receivable Interest Percentage of such Collections an amount equal to a fraction of such Collections, the ~~amount~~ numerator of ~~Collections held for~~ which shall be the ~~Agent pursuant~~ Discount with respect to ~~Section 2.12(a)(ii)(A)(1).~~such Receivable Interest estimated to be collected in the Fiscal Month in which such collection day shall occur and the denominator of which shall be the sum of such Discount and the portion of the Purchase Price of such Receivable Interest estimated to be collected in the Fiscal Month in which such collection day shall occur; (ii) ~~On any date on or prior to the Termination Date~~in respect of Purchase Price, if ~~the sum~~ an Event of ~~the Net Investment~~ Termination or Incipient Event of Termination has occurred and ~~Required Reserves exceeds the Net Pool Balance~~is continuing hereunder, ~~the Servicer shall immediately pay to the Collection Account from amounts~~ set ~~aside pursuant to Section 2.12(a)(ii)(A)(2) an amount equal to such excess. (iii) On each Settlement Date~~aside, ~~the Servicer shall deposit to the Collection Account out of the amount, if any, held~~ hold in trust ~~pursuant to Section 2.12(a)(i)~~ and ~~(to~~ segregate for the ~~extent not theretofore reinvested) Section 2.12(a)(iii) and not theretofore deposited to~~ Purchasers or the ~~Collection Account pursuant to this Section 2.12(b),~~ Banks that hold such Receivable Interest an amount equal to the ~~lesser~~ excess of the applicable Receivable Interest Percentage of such Collections over the amount and the Net Investment; provided, that if the Agent gives its consent (which consent may be revoked at any time during the continuation of a Termination Event or a Potential Termination Event), the Servicer may retain amounts which would otherwise be deposited set aside in respect of ~~the accrued and unpaid Servicing Fee, in which case no distribution shall be made~~ Discount pursuant to Section 2.06(b)(i); and (iii) in respect of Purchase Price, so long as no Event of Termination or Incipient Event of Termination shall have occurred and be continuing hereunder, set aside on its books and hold in trust for the Purchasers or the Banks that hold such ~~Servicing Fee under clause~~ Receivable Interest an amount equal to the excess of the applicable Receivable Interest Percentage of such Collections over the amount set aside in respect of Discount pursuant to Section 2.06(b)(i). (c) ~~below. Any amounts set aside pursuant to~~ For the purposes of this Section 2.12(a) in excess of the amount required to be deposited in the Collection Account pursuant to this subsection (b) shall continue to be set aside and held in trust by the Servicer for application on the next succeeding Settlement Date, and provided, further, that if 2.06: (i) if on any day the ~~Servicer makes~~ Outstanding Balance of any Set Receivable is reduced or adjusted as a ~~deposit into~~ result of any defective, rejected, returned, repossessed or foreclosed merchandise or services, or any cash discount, other promotional adjustment or other retroactive credit made by the ~~Collection Account in respect of~~ Seller, the Seller shall be deemed to have received on such day a Collection of a such Set Receivable ~~and such Collection was received by the Servicer~~ in the ~~form~~ amount of ~~a check that is not honored for any reason,~~ such reduction or adjustment; (ii) if on any day any of the ~~Servicer makes a mistake~~ representations or warranties in Section 4.01(i) is no longer true with respect to any Set Receivable, the ~~amount of any~~ Seller shall be deemed to have received on such day a Collection ~~and deposits an amount that is less than or more than the actual amount~~ of such ~~Collection or~~ Set Receivable in full; (iii) except as provided in paragraph (i) or (ii) of this subsection 2.06(c), or as otherwise required by applicable law or the ~~deposit was made~~ relevant Contract, all Collections received from an Obligor of any Receivable in ~~error~~ a Receivable Set shall be applied to the Receivables of such Obligor in such Receivables Set in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for application to specific Receivables; and (iv) if and ~~constitutes~~ to the extent that the Agent, any Purchaser or any Bank shall be required for any reason to pay over to an ~~Excluded Amount~~Obligor any amount received on its behalf hereunder, ~~the Servicer shall appropriately adjust the~~ such amount ~~subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any payment in respect of which a dishonored check is received~~ shall be deemed not to have been ~~paid~~so received but rather to have been retained by the Seller and, accordingly, such Purchaser, the Agent or such Bank, as the case may be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (d) The Collection Agent shall, for the account of the Purchasers or the Banks that hold a Receivable Interest, deposit Collections of Set Receivables in respect of such Receivable Interest in a special account (account number 4070-3544) maintained with Citibank at its address specified on the signature page hereto in the name of the Agent, as follows: (i) So long as no Event of Termination or Incipient Event of Termination shall have occurred and be continuing hereunder, all amounts set aside in accordance with Section 2.06(b)(i) and (iii) and not previously deposited in such account by the Collection Agent shall be so deposited beginning with the second Settlement Date after the Purchase Date for such Receivable Interest and continuing on each Settlement Date thereafter; provided that if the Seller is the Collection Agent at the time and the Purchasers or the Banks are funding additional Receivable Interests on such Settlement Date, an amount equal to the Purchase Price thereof, if not otherwise paid by the Purchasers or the Banks, as the case may be, to the Seller on such Settlement Date, may be deducted from all such amounts set aside in accordance with Section 2.06(b)(iii); and (ii) If an Event of Termination or Incipient Event of Termination has occurred and is continuing hereunder, then all amounts set aside in accordance with Section 2.06(b) and not previously deposited in such account by the Collection Agent shall be so deposited promptly upon receipt thereof by the Collection Agent or otherwise as directed by the Agent. Promptly after its receipt of any such deposit, the Agent shall make distribution thereof to the Purchasers or the Banks, as the case may be, for application in respect of Discount and Purchase Price. (e) After the Purchase Price of, and Discount with respect to, a Receivable Interest have been collected in full by the Purchasers or the Banks, as the case may be, the right to all remaining Collections with respect to such Receivable Interest shall revert to and be paid to the Seller.

Appears in 1 contract

Sources: Receivables Purchase and Sale Agreement (North Atlantic Energy Corp /Nh)

Settlement Procedures. (i) The Servicer shall deposit into the Collection Account, on each Business Day selected by the SPV for a reduction of the Net Investment under Section 2.13 the amount of Collections held for the Agent pursuant to Section 2.12(a)(ii)(A)(1). (ii) On any date on or prior to the Termination Date, if the sum of the Net Investment and Required Reserves exceeds the Net Pool Balance, the Servicer shall immediately pay to the Collection Account from amounts set aside pursuant to Section 2.12(a)(ii)(A)(2) an amount equal to such excess. (iiia) On each ~~Settlement~~ Payment Date, the Servicer shall ~~deposit~~ instruct the Paying Agent in writing to pay, or if an Event of Default shall have occurred and is continuing, the Administrative Agent shall instruct the Paying Agent in writing to pay, no later than 2:00 p.m., New York City time, in each case, based solely on the information in the related Monthly Report, to the following Persons, from the Collection Account ~~out of the amount, if any, held in trust pursuant to Section 2.12(a)(i) and~~ (to the extent ~~not theretofore reinvested) Section 2.12(a)(iii~~of Available Funds) and ~~not theretofore deposited~~ from the Reserve Account (in the amount of the related Reserve Account Withdrawal Amount), in the following order of priority as set forth in the Monthly Report: (i) First, sequentially (a) to the ~~Collection Account pursuant to this Section 2.12(b)~~Servicer, an amount equal to the lesser of such amount and the Net Investment; provided, that if the Agent gives its consent (which consent may be revoked at any time during the continuation of a Termination Event or a Potential Termination Event), the Servicer may retain amounts which would otherwise be deposited in respect of the accrued and unpaid Servicing ~~Fee, in which case no distribution shall be made in respect of such~~ Fee (and any accrued and unpaid Servicing Fee ~~under clause~~ from any prior Payment Date) and then (cb) ~~below. Any~~ any accrued and unpaid out-of-pocket expenses and indemnities (other than Transition Expenses) due to any Successor Servicer (such expenses and indemnities not to exceed $[***] in the aggregate in any calendar year); (ii) Second, pro rata, based on amounts ~~set aside pursuant~~ owing (A) to ~~Section 2.12(a~~the Borrower Loan Trustee, the sum of (1) the accrued and unpaid Borrower Loan Trustee Fee and (2) any out- of-pocket expenses and indemnities due to the Borrower Loan Trustee, which in the case of subclause (A)(2) shall not in the aggregate exceed $[***] in any calendar year, (B) to the Backup Servicer, the sum of (1) the accrued and unpaid Backup Servicing Fee and (2) any out-of-pocket expenses and indemnities (other than Transition Expenses) due to the Backup Servicer, which in the case of subclause (B)(2) shall not in the aggregate exceed $[***] in any calendar year, (C) to the Backup Servicer or other Successor Servicer, any unpaid Transition Expenses (such Transition Expenses not to exceed $[***] in the (b) For the avoidance of doubt, it is hereby agreed that (i) accrued and unpaid fees, expenses and indemnities payable to the Collateral Agent, the Paying Agent, the Image File Custodian, the Backup Servicer (including in its capacity as Successor Servicer), the Borrower Loan Trustee or the Third Party Allocation Agent (so long as such Third Party Allocation Agent is Computershare) in excess of the aggregate annual maximum amount ~~required~~ for any year (as set forth in Section 2.08(a)(ii)) and not paid pursuant to Section 2.08(a)(x) shall be ~~deposited~~ reimbursable in subsequent years in the ~~Collection Account pursuant~~ same order of priority and subject to ~~this subsection (b) shall continue to be~~ the same limitations as set ~~aside and held~~ forth above until paid in ~~trust by the Servicer for application on the next succeeding Settlement Date~~full, and provided, further, that if (i) the Servicer makes a deposit into the Collection Account in respect of a Collection of a Receivable and such Collection was received by the Servicer in the form of a check that is not honored for any reason, (ii) each of the ~~Servicer makes a mistake~~ caps set forth in Section 2.08(a)(ii) with respect to the ~~amount~~ out-of-pocket expenses, fees, losses and indemnities of the Collateral Agent, the Paying Agent, the Backup Servicer, the Image File Custodian, the Borrower Loan Trustee and the Third Party Allocation Agent (so long as such Third Party Allocation Agent is Computershare) shall not be applicable upon the occurrence and during the continuance of any ~~Collection and deposits an amount that is less than~~ Event of Default. In making the payments required under this Section 2.08, the Paying Agent shall have no duty to make any determination, calculation or ~~more than~~ verification regarding any amounts to be paid or the ~~actual amount~~ recipients of such ~~Collection or (iii) the deposit was made in error~~ amounts, and constitutes an Excluded Amount, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any payment in respect of which a dishonored check is received shall be ~~deemed not~~ entitled to ~~have been paid~~rely exclusively and conclusively on the related Monthly Report.

Appears in 1 contract

Sources: Credit Agreement (CURO Group Holdings Corp.)

Settlement Procedures. (ia) ~~The Servicer shall deposit into~~ So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Account, on each Business Day selected by the SPV for a reduction of the Net Investment under Section 2.13 the amount of Collections held for the Agent pursuant to Section 2.12(a)(ii)(A)(1). (ii) On any date on or prior to the Termination Date, if the sum of the Net Investment and Required Reserves exceeds the Net Pool BalanceAccounts, the Servicer shall ~~immediately pay~~ set aside and hold in trust for the Administrative Agent, for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained or controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in consultation with the Class A Lender Representative and Class B Lender Representative), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; provided, however, that so long as the Administrative Agent has not taken exclusive control of the Collection Accounts and each of the conditions precedent set forth in Section 5.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Second Tier Transfer Agreement (each such release, a “Release”); provided, however, that any Release following the Administrative Agent’s assumption of exclusive control of the Collection ~~Account from amounts set aside~~ Accounts shall be made pursuant to Section ~~2.12(a)(ii)(A)(2) an amount equal to such excess. (iii)~~ 8.03(c). On each Settlement Date, the Servicer (so long as the Administrative Agent has not taken exclusive control of the Collection Accounts) shall distribute such Collections (or, following its assumption of exclusive control of the Collection Accounts, the Administrative Agent shall distribute all Collections then on deposit in the Cash Dominion Administration Accounts) in the following order of priority: (i) first, (A) first, to the ~~Collection Account out~~ Administrative Agent, the amount of any Administrative Agent Transition Fees then due and owing and (B) second, to the Servicer for the payment of the ~~amount~~accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to each Servicer); (ii) second, (A) first, to the Administrative Agent for distribution to each Class A Lender (ratably, based on the amount then due and owing), all accrued and unpaid Interest and Fees due to such Class A Lender and the Administrative Agent for the immediately preceding Interest Period, plus, if applicable, the amount of any such Interest and Fees payable for any prior Interest Period to the extent such amount has not been distributed to such Class A Lender or the Administrative Agent and (B) second, at any time that a Class A Borrowing Base Deficit exists on such date, to the Administrative Agent for distribution to the Class A Lenders (ratably by Percentages) for the payment of a portion of the outstanding Aggregate Class A Loan Amount at such time in an aggregate amount equal to the amount necessary to reduce the Class A Borrowing Base Deficit to zero ($0); (iii) third, (A) first, to the Administrative Agent for distribution to each Class B Lender or Class B Lender Representative (ratably, based on the amount then due and owing), all accrued and unpaid Interest and Fees (including any Class B Exit Fee, if applicable) due to such Class B Lender or Class B Lender Representative for the immediately preceding Interest Period, plus, if applicable, the amount of any such Interest and Fees payable for any prior Interest Period to the extent such amount has not been distributed to such Class B Lender or Class B Lender Representative and (B) second, at any time that a Class B Borrowing Base Deficit exists on such date, to the Administrative Agent for distribution to the Class B Lenders (ratably by Percentages) for the payment of a portion of the outstanding Aggregate Class B Loan Amount at such time in an aggregate amount equal to the amount necessary to reduce the Class B Borrowing Base Deficit to zero ($0); (iv) fourth, (A) first, to the Administrative Agent, any accrued and unpaid expenses and indemnity payments due and payable and validly incurred in accordance with Section 11.01, Section 11.02 and Section 11.03, (B) second, to each Class A Lender, any indemnity payments under Section 4.02 (including any additional amounts or indemnified amounts payable under Section 4.03 and 11.01 in respect of such payments), and (C) third, to each Class B Lender, any indemnity payments under Section 4.02 (including any additional amounts or indemnified amounts payable under Section 4.03 and 11.01 in respect of such payments); (v) fifth, at the election of the Borrower and in accordance with Section 2.02(d), to the payment of all or any portion of the Aggregate Principal at such time, first, (1) to the Administrative Agent for distribution to the Class A Lenders (ratably by Percentages) for the payment of a portion of the outstanding Aggregate Class A Loan Amount at such time, in an aggregate amount equal to the amount elected by the Borrower in accordance with Section 2.02(d) and (2) second, to the Administrative Agent for distribution to the Class B Lenders (ratably by Percentages) for the payment of a portion of the outstanding Aggregate Class B Loan Amount at such time, in an aggregate amount equal to the amount elected by the Borrower in accordance with Section 2.02(d); (vi) sixth, to the Administrative Agent for distribution (a) first, to the Class A Lenders (ratably, based on the amount due and owing at such time), for the payment of all other Borrower Obligations then due and owing by the Borrower to the Class A Lenders and (B) second, to the Class B Lenders (ratably, based on the amount due and owing at such time), for the payment of all other Borrower Obligations then due and owing by the Borrower to the Class B Lenders; and (vii) seventh, the balance, if any, ~~held~~ to be paid to the Borrower for its own account. (b) All payments or distributions to be made by the Servicer, the Borrower and any other Person to any Credit Party (or its respective related Secured Parties), shall be paid or distributed to the Administrative Agent for further distribution to each applicable Lender in ~~trust pursuant~~ the applicable Class at such account as such Lender has designated in writing to the Administrative Agent from time to time. Each Lender, upon its receipt of any such payments or distributions, shall distribute such amounts to such Lender’s applicable related Secured Parties; provided that if the Administrative Agent shall have received insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay each Lender in the applicable Class, and each such Lender shall pay such amounts to such Lender’s applicable related Secured Parties in accordance with the priority of payments set forth above, and with respect to any such category above for which there are insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to each such related Person) among all such related Persons entitled to payment thereof. Notwithstanding anything to the contrary set forth in this Section ~~2.12(a)(i) and (~~3.01, the Administrative Agent shall have no obligation to distribute or pay any amount under this Section 3.01 except to the extent ~~not theretofore reinvested) Section 2.12(a)(iii) and not theretofore deposited~~ actually received by the Administrative Agent. Each payment by the Servicer or the Borrower to the ~~Collection Account pursuant~~ Administrative Agent for the account of any Lender or other Secured Party hereunder shall be deemed to ~~this Section 2.12(b)~~constitute payment by the Servicer or the Borrower directly to such Lender or other Secured Party. Each Lender shall provide timely and accurate responses to each of the Administrative Agent’s requests for information necessary for the Administrative Agent to make the allocations, ~~an amount equal~~ payments and distributions to the ~~lesser of such amount~~ Lenders and the Net Investment; provided, that if the Agent gives its consent (which consent may be revoked at any time during the continuation of a Termination Event or a Potential Termination Event), the Servicer may retain amounts which would otherwise be deposited in respect of the accrued and unpaid Servicing Fee, in which case no distribution shall be made in respect of such Servicing Fee under clause other Secured Parties hereunder. (c) ~~below. Any amounts set aside pursuant~~ If and to ~~Section 2.12(a) in excess of~~ the ~~amount~~ extent the Administrative Agent or any other Secured Party shall be required to be deposited in the Collection Account pursuant to this subsection (b) shall continue to be set aside and held in trust by the Servicer for application on the next succeeding Settlement Date, and provided, further, that if (i) the Servicer makes a deposit into the Collection Account in respect of a Collection of a Receivable and such Collection was received by the Servicer in the form of a check that is not honored for any ~~reason~~reason to pay over to any Person (including any Obligor or any trustee, ~~(ii~~receiver, custodian or similar official in any Relief Proceeding) ~~the Servicer makes a mistake with respect to the~~ any amount ~~of any Collection and deposits an~~ received on its behalf hereunder, such amount that is less than or more than the actual amount of such Collection or (iii) the deposit was made in error and constitutes an Excluded Amount, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any payment in respect of which a dishonored check is received shall be deemed not to have been ~~paid~~so received but rather to have been retained by the Borrower and, accordingly, the Administrative Agent or such other Secured Party, as the case may be, shall have a claim against the Borrower for such amount. (d) For the purposes of this Section 3.01: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or cancelled as a result of (A) any defective, rejected, returned, repossessed or foreclosed goods or services, (B) any revision, cancellation, allowance, rebate, credit memo, discount or other adjustment made by any Borrower-Related Party or any Affiliate thereof or (C) any setoff, counterclaim or dispute between any Borrower-Related Party or any Affiliate thereof, and an Obligor, the Borrower shall be deemed to have received on such day a Collection of such Pool Receivable in an amount equal to the positive difference between (A) such Pool Receivable’s Outstanding Balance prior to such reduction and (B) its Outstanding Balance after such reduction, and the Borrower shall promptly and in any event within two (2) Business Days pay to a Collection Account or as otherwise directed by the Administrative Agent at such time, for the benefit of the Credit Parties for application pursuant to Section 3.01(a), an amount equal to (x) if such reduction occurs prior to the Termination Date and no Event of Default or Potential Default has occurred and is continuing, the lesser of (I) the sum of all deemed Collections with respect to such reduction and (II) an amount necessary to eliminate any Class A Borrowing Base Deficit or Class B Borrowing Base Deficit that exists at such time and (y) if such reduction occurs on or after the Termination Date or at any time when an Event of Default or Potential Default has occurred and is continuing, the sum of all deemed Collections with respect to such reduction (Collections deemed to have been received pursuant to this Section 3.01(d)(i) are hereinafter sometimes referred to as “Dilution”); (ii) if (A) any representation or warranty in Section 6.01 is not true with respect to any Pool Receivable at the time made or (B) any Receivable included in any Pool Report as an Eligible Receivable or in any calculation of the Net Receivables Pool Balance or the Class B Adjusted Pool Balance as an Eligible Receivable fails to be an Eligible Receivable at the time of such inclusion, then, in either case, the Borrower shall be deemed to have received on such day a Collection of such Pool Receivable’s Outstanding Balance in full, and the Borrower shall within two (2) Business Days pay to a Collection Account or as otherwise directed by the Administrative Agent at such time, for the benefit of the Credit Parties for application pursuant to Section 3.01(a), an amount equal to (x) if such breach occurs prior to the Termination Date and no Event of Default or Potential Default has occurred and is continuing, the lesser of (I) the sum of all deemed Collections with respect to such breach and (II) an amount necessary to eliminate any Class A Borrowing Base Deficit or Class B Borrowing Base Deficit that exists at such time and (y) if such breach occurs on or after the Termination Date or at any time when an Event of Default or Potential Default has occurred and is continuing, the sum of all deemed Collections with respect to such breach (Collections deemed to have been received pursuant to Sections 3.01(d)(i) and 3.01(d)(ii), including any Dilution, are hereinafter sometimes referred to as “Deemed Collections”); (iii) except as provided in clauses (i) or (ii) above or otherwise required by applicable Law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Obligor’s Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (iv) if and to the extent the Administrative Agent or any other Secured Party shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Relief Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by such Person but rather to have been retained by the Borrower and, accordingly, such Person shall have a claim against the Borrower for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof.

Appears in 1 contract

Sources: Receivables Financing Agreement (E.W. SCRIPPS Co)

Settlement Procedures. (a) The collection of the Pool Receivables shall be administered by the Servicer in accordance with this Agreement and the Intercreditor Agreement. The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of any Amortization Day and current computations of the Purchaser’s Interest. (b) The Servicer shall, on each Business Day on which Collections of Pool Receivables are received (or deemed received) by the Seller or Servicer or are deposited into the Lock-Box Accounts, deposit all such Collections into a Collection Account and allocate such Collections in the following order of priority: (i) The Servicer shall ~~deposit into the Collection Account~~set aside and hold in trust (by book entry or otherwise or, ~~on each Business Day selected~~ if so requested by the ~~SPV~~ Administrative Agent, segregated in a separate account approved by the Administrative Agent) for ~~a reduction~~ the benefit of each Purchaser (or, in the ~~Net Investment under Section 2.13~~ case of amounts described in clause (A), the Servicer), out of such Collections, the following amounts in the following order of priority: (A) first, an amount equal to the excess of (x) the amount of any Servicing Fee that has accrued through such day and that remains unpaid over (y) the amount of Collections ~~held for~~ that have previously been set aside in order to pay such accrued and unpaid Servicing Fee; (B) second, ratably, (i) an amount equal to the ~~Agent pursuant~~ excess of (x) the amount of any Aggregate Discount that has accrued through such day and that remains unpaid over (y) the amount of Collections that have previously been set aside in order to ~~Section 2.12(a)(ii)(A)(1~~pay such accrued and unpaid Aggregate Discount, and (ii) an amount equal to the excess of (x) the amount of any LC Fee that has accrued through such day and that remains unpaid over (y) the amount of Collections that have previously been set aside in order to pay such accrued and unpaid LC Fee; (C) third, an amount equal to the excess of (x) the amount of any Yield Protection Fees that have accrued through such day and that remain unpaid over (y) the amount of Collections that have previously been set aside in order to pay such accrued and unpaid Yield Protection Fee; and (D) fourth, an amount equal to the excess of (x) the amount of any Fee Letter Fees (other than the LC Fee) that have accrued through such day and that remain unpaid over (y) the amount of Collections that have previously been set aside in order to pay such accrued and unpaid Fee Letter Fees (other than the LC Fee). (ii) ~~On any date on or prior to the Termination Date, if the sum of the Net Investment and Required Reserves exceeds the Net Pool Balance~~If such day is an Amortization Day, the Servicer shall ~~immediately pay~~ allocate, set aside, segregate and hold in trust (by book entry or otherwise or, if so requested by the Administrative Agent, segregated in a separate account approved by the Administrative Agent) for the benefit of the Purchasers, all remaining Collections. (iii) In the event that (a) any Conduit Purchaser has delivered a notice (a “Declining Notice”) to the ~~Collection Account~~ Administrative Agent and the Servicer stating that it no longer wishes Collections with respect to any Portion of Capital funded or maintained by it to be reinvested pursuant to this Section 1.4(b) (a “Declining Purchaser”) and there is any outstanding Capital with respect to such Conduit Purchaser, or (b) the Scheduled Termination Date with respect to any Related Committed Purchaser has occurred (an “Exiting Purchaser”, and such Scheduled Termination Date, the “Exit Date”) and there is any outstanding Capital with respect to such Related Committed Purchaser, the Servicer shall allocate, set aside, segregate and hold in trust (by book entry or otherwise or, if so requested by the Administrative Agent, segregated in a separate account approved by the Administrative Agent) for the benefit of such Declining Purchaser or Exiting Purchaser, as applicable, all of such Purchaser’s ratable share of remaining Collections (based on the portion of the Aggregate Capital attributable to such Purchaser, provided, that solely for purposes of this subclause (iii), a Declining Purchaser’s Capital shall be deemed to remain constant from the date a Declining Notice is delivered the Administrative Agent and the Servicer, and an Exiting Purchaser’s Capital shall be deemed to remain constant from its Scheduled Termination Date, in each case until the date on which sufficient amounts have been set aside for the benefit of such Declining Purchaser or Exiting Purchaser, as applicable, in order to reduce such Purchaser’s Capital to zero) up to the amount necessary to reduce such Purchaser’s Capital to zero on the next Settlement Date; provided that, in the event that any such Collections are so set aside for the benefit of a Declining Purchaser or Exiting Purchaser and, prior to the distribution of such Collections to such Declining Purchaser or Exiting Purchaser on the related Settlement Date, such Purchaser ceases to be a Declining Purchaser or Exiting Purchaser, as applicable, such Collections shall be reinvested pursuant to subclause (iv) below. (iv) Subject to Section 1.4(f), any remaining Collections shall be remitted to the Seller, on behalf of each Purchaser (ratably, according to each Purchaser’s Capital). Such remainder shall, to the extent representing a return of the Aggregate Capital, be reinvested automatically in Pool Receivables, and in the Related Security, Collections and other proceeds with respect thereto; provided, however, that if the Purchaser’s Interest would exceed 100% after giving effect to any such reinvestment, then the Servicer shall instead set aside and hold in trust for the benefit of the Purchasers (by book entry or otherwise or, if so requested by the Administrative Agent, segregated in a separate account approved by the Administrative Agent) the portion of such Collections that shall equal the amount necessary to reduce the Purchaser’s Interest to 100%. (c) On each Settlement Date, the Servicer shall, in accordance with the priorities set forth in Section 1.4(d) below, allocate the Collections that have been retained pursuant to clause (b), (f) and (g) of Section 1.4 during the Settlement Period relating to such Settlement Date, and any such Collections that are allocated to a Purchaser in accordance therewith shall (i) be deposited on such Settlement Date into such Purchaser’s account (as specified in Schedule VII, as such Schedule VII may be modified from time to time by the Administrative Agent by reasonable notice to the Seller and the Servicer), or (ii) be paid to the Administrative Agent in accordance with Section 1.5, as applicable. Notwithstanding the foregoing, if such day is not an Amortization Day and the Administrative Agent has not notified the Servicer that such right is revoked, the Servicer may pay itself the portion of the Collections set aside pursuant to ~~Section 2.12(a)(ii)(A)(2) an~~ subclause (b)(i)(A). Within two Business Days of the last day of each Yield Period, the Administrative Agent will notify the Servicer of the amount ~~equal~~ of the Discount accrued with respect to each such ~~excess~~Portion of Capital during such related Yield Period or portion thereof. (~~iii~~d) On each Settlement Date, the Servicer shall distribute the amounts described in Section 1.4(c) as follows: (i) The amounts retained pursuant to Sections 1.4(b)(i) during the related Settlement Period shall be distributed in the following order of priority: (A) first, if the Servicer has set aside amounts pursuant to subclause (b)(i)(A) above and has not paid itself such amounts pursuant to clause (c) above, to the Servicer’s own account in payment of any accrued and unpaid Servicing Fees owing to the Servicer as of the last day of the related Settlement Period; (B) second, ratably, (x) to each Purchaser pro rata (based on the Discount owing to the Purchasers on such Settlement Date), the Discount that accrued on such Purchaser’s Portions of Capital prior to or during the related Settlement Period and that remains unpaid as of such Settlement Date, and (y) to the LC Bank, any LC Fee that accrued prior to or during the related Settlement Period and that remains unpaid as of such Settlement Date; (C) third, to each Purchaser pro rata (based on the Yield Protection Fees owing to the Purchasers on such Settlement Date), the Yield Protection Fees that accrued with respect to such Purchaser prior to or during the related Settlement Period and that remain unpaid as of such Settlement Date; and (D) fourth, to each Purchaser and the Administrative Agent pro rata (based on the Fee Letter Fees (other than the LC Fee) owing to the Purchasers and the Administrative Agent on such Settlement Date), the Fee Letter Fees (other than the LC Fee) that accrued prior to or during the related Settlement Period and that remain unpaid as of such Settlement Date; and (ii) Any amounts that were set aside during the related Settlement Period pursuant to subclause (b)(ii) or the proviso in clause (b)(iv) shall be distributed in the following order of priority: (A) first, to the LC Collateral Account for the benefit of the Administrative Agent (for the benefit of the LC Bank and the Related Committed Purchasers), (x) if such distribution occurs on an Amortization Day, the amount necessary to cause the LC Participation Adjusted Amount to equal zero, and (y) otherwise, the lesser of (I) the amount necessary to cause the LC Participation Adjusted Amount to equal zero and (II) the amount necessary to reduce the Purchaser’s Interest to 100% (after giving effect to such distribution to the LC Collateral Account); (B) second, to the Purchasers pro rata (based upon the outstanding Capital with respect to each such Purchaser) as payment in respect of outstanding Capital, (x) if such distribution occurs on an Amortization Day, the amount necessary to reduce such Purchasers’ Capital to zero and (y) otherwise, the lesser of (I) the amount necessary to reduce such Purchasers’ Capital to zero and (II) the amount necessary to reduce the Purchaser’s Interest to 100% (after giving effect to the distribution of such amount to the Purchasers and any distributions in the subclauses above); (C) third, to the Purchasers, the Administrative Agent and any other Indemnified Party or Affected Person pro rata (based on the amounts payable to each such Person pursuant this clause third), any other amounts owed to such Persons by the Seller hereunder; and (D) fourth, any remaining Collections shall be paid to the Seller for its own account. (iii) Any amounts that have been set aside during the related Settlement Period pursuant to subclause (b)(iii) for the benefit of any Exiting Purchaser or Declining Purchaser and that remain available to be paid to such Existing Purchaser or Declining Purchaser shall be distributed to such Exiting Purchaser or Declining Purchaser. (iv) Any remaining Collections shall be paid to the Seller for its own account. (e) For the purposes of this Section 1.4: (i) in the event that any Net Reduction Amount is paid in cash by any Originator pursuant to Section 3.3 of the Sale Agreement, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such Net Reduction Amount and shall promptly (and in any event within three Business Days) pay such Net Reduction Amount to a Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Purchasers and their assigns and for application pursuant to Section 1.4; (ii) in the event that any Repurchase Price is paid in cash by any Originator pursuant to Section 3.3 of the Sale Agreement in respect of any Pool Receivable, the Seller shall be deemed to have received on the date of such payment a Collection in respect of such Pool Receivable in the amount of such payment and shall promptly (and in any event within two Business Days of receipt thereof) deposit to such amounts into the Collection Account ~~out~~ for the benefit of the ~~amount, if any, held in trust pursuant to Section 2.12(a)(i)~~ Purchasers and ~~(to the extent not theretofore reinvested) Section 2.12(a)(iii)~~ their assigns and ~~not theretofore deposited to the Collection Account~~ for application pursuant to this Section ~~2.12(b), an amount equal~~ 1.4 (Collections deemed to the lesser of such amount and the Net Investment; provided, that if the Agent gives its consent (which consent may be revoked at any time during the continuation of a Termination Event or a Potential Termination Event), the Servicer may retain amounts which would otherwise be deposited in respect of the accrued and unpaid Servicing Fee, in which case no distribution shall be made in respect of such Servicing Fee under clause (c) below. Any amounts set aside have been received pursuant to Section 2.12(a) in excess of the amount required to be deposited in the Collection Account pursuant to this subsection (b) shall continue to be set aside and held in trust by the Servicer for application on the next succeeding Settlement Date, and provided, further, that if subclause (i) the Servicer makes a deposit into the Collection Account in respect of a Collection of a Receivable and such Collection was received by the Servicer in the form of a check that is not honored for any reason, or (ii) ~~the Servicer makes a mistake with respect~~ of this clause (e) are hereinafter sometimes referred to ~~the amount of any Collection and deposits an amount that is less than or more than the actual amount of such Collection or~~ as “Deemed Collections”); (iii) except as provided in clause (i) or (ii) above or as otherwise required by applicable law or the ~~deposit was made~~ relevant Contract, all Collections received from an Obligor of any Pool Receivable shall be applied to the Pool Receivables of such Obligor in ~~error~~ the order of the age of such Pool Receivables, starting with the oldest such Pool Receivable, unless such Obligor designates in writing its payment for application to specific Pool Receivables; and (iv) if and ~~constitutes~~ to the extent the Administrative Agent or any Purchaser shall be required for any reason to pay over to an ~~Excluded Amount~~Obligor (or any trustee, ~~the Servicer shall appropriately adjust the~~ receiver, custodian or similar official in any Insolvency Proceeding) any amount ~~subsequently deposited into the Collection Account to reflect~~ received by it hereunder and pays over such ~~dishonored check or mistake. Any payment in respect of which a dishonored check is received~~ amount, such amount shall be deemed not to have been ~~paid~~so received by such Person but rather to have been retained by the Seller and, accordingly, such Person shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (f) If at any time the Seller shall wish to cause the reduction of Aggregate Capital (but not to commence the liquidation, or reduction to zero, of the entire Aggregate Capital), the Seller may do so as follows: (i) the Seller shall give the Administrative Agent and the Servicer written notice in substantially the form of Annex D (each, a “Paydown Notice”) at least two Business Days prior to the date of such reduction, which notice shall include the amount of such proposed reduction and the proposed date on which such reduction will commence; (ii) on the proposed date of commencement of such reduction and on each day thereafter, the Servicer shall retain (as directed by the Seller) (i) all or a portion of the Collections that would otherwise be available to be reinvested pursuant to the terms hereof and (ii) any other amounts that do not constitute Collections that the Seller allocates for such purpose until the aggregate amount so retained is equal to the desired amount of reduction; and (iii) the Servicer shall hold such Collections and other amounts in trust for the benefit of each Purchaser, and on the next Settlement Date (or such other date as agreed to by the Administrative Agent) such Collections and other amounts shall be paid ratably (based on the Capital of each Purchaser on such Settlement Date) to each Purchaser in order to reduce the Aggregate Capital. Any such Collections that are so allocated to a Purchaser shall be deposited into such Purchaser’s account, as specified in Schedule VII hereto (as such Schedule VII may be modified from time to time by the Administrative Agent by reasonable notice to the Seller and the Servicer), provided, that the amount of any such reduction shall be not less than $5,000,000 and shall be an integral multiple of $1,000,000, and the entire Aggregate Capital after giving effect to such reduction shall be not less than $5,000,000 (unless the Aggregate Capital shall have been reduced to zero). (g) If on any day the LC Collateral Amount exceeds the sum of the LC Participation Amount and the amount of any outstanding Participation Advances (including any Discount accrued thereon) (the “LC Obligations”), the Servicer shall, on the written request of the Seller (which request shall be copied to the Administrative Agent), on the next Settlement Date withdraw funds on deposit in the LC Collateral Account up to an amount necessary to reduce the LC Collateral Amount to equal the LC Obligations, and allocate such funds pursuant to Section 1.4(d) on such Settlement Date as Collections hereunder.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Armstrong World Industries Inc)

Appears in 1 contract

Sources: Transfer and Administration Agreement (Boise Cascade Co)

Appears in 1 contract

Sources: Transfer and Administration Agreement (Greif Inc)

Common use of Settlement Procedures Clause in Contracts