The Purchase Facility. (a) Upon the terms and subject to the conditions set forth in this Agreement, from the Effective Date through the Business Day immediately preceding the Termination Date, the Seller at its discretion agrees to sell to the Purchasers undivided percentage ownership interests in the Receivables Assets (except with respect to the Lock-Box Accounts, with respect to which the Agent shall have a security interest until ownership is conveyed in accordance with Section 6.03 hereof) equal to the Purchased Interest of each respective Purchaser, and each Conduit Purchaser may, in its sole discretion, purchase, and if such Conduit Purchaser fails or declines to so purchase, the related Committed Purchasers shall purchase, such undivided percentage ownership interests. (b) The Seller may, upon at least five (5) days’ notice to the Agent and the Managing Agents, terminate in whole or reduce in part the unused portion of the Purchase Limit; provided that each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Any such reduction shall be allocated to each Purchase Group pro-rata based on the aggregate Committed Purchaser Percentage of the Committed Purchasers in such Purchaser Group (unless otherwise agreed to by the Agent and the Seller), and such allocation to any Purchase Group shall be further allocated to each Committed Purchaser in such Purchase Group ratably in accordance with the size of their respective Commitments (unless otherwise agreed to by such Committed Purchasers). (c) For the purpose of obtaining a valid and perfected first priority ownership interest or security interest in each Receivable and in the Related Security, Collections and other Receivables Assets with respect thereto, this Agreement is intended to constitute a security agreement under the UCC, the Seller hereby grants to the Agent a security interest in the Receivables Assets and each Purchaser hereby appoints the Agent as its representative with respect to the acquisition of Purchased Interests and to be the named secured party on all financing statements filed on behalf of the Purchasers.
Appears in 1 contract
The Purchase Facility. (a) Upon the terms and subject to the conditions set forth in this Agreement, from the Effective Date through the Business Day immediately preceding the Termination Date, the Seller at its discretion agrees to sell to the Purchasers Program Agent, for the benefit of the Purchasers, undivided percentage ownership interests in the Receivables Assets (except with respect to the Lock-Box Accounts, with respect to which the Agent shall have a security interest until ownership is conveyed in accordance with Section 6.03 hereof) equal to the Purchased Interest of each respective Purchaserratably based upon their Group Purchase Limits), and each Conduit Purchaser may, in its sole discretion, purchaseinstruct its related Managing Agent to purchase such undivided percentage ownership interests on its behalf through the Program Agent, and if such any Conduit Purchaser fails or in a Purchase Group declines to so purchase, each Committed Purchaser in the related Committed Purchasers Purchase Group, shall purchase, purchase such undivided percentage ownership interestsinterests through the Program Agent ratably in accordance with their respective Committed Purchaser Percentages. Notwithstanding any contrary provisions contained herein, Receivables Capital Corporation will not make any Purchase hereunder on any Business Day which occurs five (5) or fewer Business Days immediately prior to the termination of the Asset Purchase Agreement among Receivables Capital Corporation and its related Liquidity Providers.
(b) The Seller may, upon at least five (5) days’ ' notice to the Program Agent and the Managing Agents, terminate in whole or reduce in part the unused portion of the Purchase Limit; provided that each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Any such reduction shall be allocated to each Purchase Group pro-rata ratably based on the aggregate Committed Purchaser Percentage of the Committed Purchasers in such Purchaser their Group Purchase Limits (unless otherwise agreed to by the Agent Program Agent, the Managing Agents, and the Seller)) and shall effect a corresponding ratable reduction in each Group Purchase Limit, and such allocation to any Purchase Group shall be further allocated to each Committed Purchaser in such Purchase Group ratably in accordance with the size of their respective Commitments Committed Purchaser Percentages (unless otherwise agreed to by such Committed Purchasers).
(c) The Purchasers, the Managing Agents and the Program Agent agree the Seller shall be entitled to repurchase, in full or in part, the Purchasers' Purchased Interests designated by the Seller with the result that the aggregate Capital of the Purchased Interests shall be reduced by the amount of such repurchase ratably among the Purchasers based upon outstanding Capital. Any such repurchase shall occur on a Capital Payment Date and shall require the Seller to notify the Program Agent and each of the Managing Agents in writing, (i) at least three (3) Business Days in advance if the requested repurchase is $300,000,000 or less and (ii) at least ten (10) Business Days in advance if the requested repurchase is more than $300,000,000; provided, however, that no such notice shall be required in connection with any reduction in Capital pursuant to Section 2.02(c), Section 2.04(e)(iv), Section 2.04(f)(ii) or Section 2.04(g)(i). The purchase price in respect thereof shall be an amount equal to the sum of (A) the Capital of the Purchased Interests repurchased at such time, (B) all accrued and unpaid Yield with respect to such Capital at such time, (C) if such repurchase occurs on any date other than a Payment Date, the related Breakage Amount, (D) in the case of a repurchase of all aggregate Capital so that the Purchased Interest is reduced to zero, all accrued and unpaid Program Fees, Other Fees, Servicer Fees (if the Servicer is not ATTWS or an Affiliate of ATTWS) and all other amounts, other than Liquidity Fees, which may be owing to the Program Agent, the Managing Agents, the Purchasers and the Liquidity Providers hereunder or pursuant to any of the Facility Documents at such time, and (E) in the case of a repurchase of all aggregate Capital so that the Purchased Interest is reduced to zero in connection with the termination of this Agreement, all accrued and unpaid Liquidity Fees at such time. Such purchase price shall be payable in immediately available funds, and such repurchase shall be without representation, warranty or recourse of any kind by, on the part of, or against any Purchaser, any Managing Agent or the Program Agent. No reduction of Capital to zero pursuant to this Section 2.01(c), shall affect the rights and obligations of the parties hereto other than as specifically set forth in this Agreement.
(d) For the purpose of obtaining a valid and perfected first priority ownership interest or security interest in each Transferred Receivable and in the Related Security, Collections and other Receivables Assets with respect thereto, : (i) this Agreement is intended to constitute a security agreement under the UCC, ; (ii) the Seller hereby grants to the Program Agent a security interest in the Receivables Assets to secure Capital, Yield and all other amounts payable to the Affected Parties pursuant to this Agreement or any other Facility Document; and (iii) each Purchaser hereby appoints the Program Agent as its representative with respect to the acquisition of Purchased Interests and to be the named secured party on all financing statements filed on behalf of the Purchasers.
Appears in 1 contract
Sources: Receivables Purchase Agreement (At&t Wireless Services Inc)
The Purchase Facility. (a) Upon the terms and subject to the conditions set forth in this Purchase Agreement, from the Effective Date through the Business Day immediately preceding the Termination Date, the Seller at its discretion agrees to sell sell, and the Purchaser agrees to the Purchasers buy, undivided percentage ownership interests (as further defined in Annex I, “Purchaser Interests”) in the Receivables Assets (except with respect to the Lock-Box Accounts, with respect to which the Agent shall have a security interest until ownership is conveyed in accordance with Section 6.03 hereof) equal to the Purchased Interest of each respective Purchaser, and each Conduit Purchaser may, in its sole discretion, purchase, and if such Conduit Purchaser fails or declines to so purchase, the related Committed Purchasers shall purchase, such undivided percentage ownership interestsAssets.
(b) The Seller may, upon at least five (5) daysBusiness Days’ prior written notice to the Agent and the Managing AgentsAgent, terminate in whole or reduce in part the unused portion of the Purchase Limit; provided that each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 2,000,000 or an integral multiple of $1,000,000 in excess thereof. Any such The Seller must give not less than 60 days notice to the Agent prior to reduction shall be allocated to each Purchase Group pro-rata based on the aggregate Committed Purchaser Percentage of the Committed Purchasers Purchase Limit to zero and termination of this Purchase Agreement in such Purchaser Group (unless otherwise agreed to by the Agent and the Seller), and such allocation to any Purchase Group shall be further allocated to each Committed Purchaser in such Purchase Group ratably in accordance with the size of their respective Commitments (unless otherwise agreed to by such Committed Purchasers)full.
(c) For The Purchase Limit may be increased at the purpose request of obtaining a valid the Seller, with the written consent of the Agent, the Purchaser and perfected first priority ownership interest the Liquidity Provider, each in its sole discretion; provided that no Event of Termination or security interest in each Receivable Incipient Termination Event shall have occurred and in be continuing. Upon delivery of the Related Security, Collections and other Receivables Assets with respect theretowritten consent described below, this Purchase Agreement is intended shall be deemed to constitute a security agreement under be amended to reflect the UCC, new Purchase Limit consented to therein. The increased portion of the Purchase Limit will be on the same terms as are contained herein at the time of such increase.
(d) The Agent shall deliver to the Seller hereby grants to promptly after the Agent a security interest in receipt of such notice from the Receivables Assets and each Purchaser hereby appoints the Agent as its representative Seller written (which may be delivered by facsimile or e-mail, with respect to the acquisition telephone confirmation of Purchased Interests and to be the named secured party on all financing statements filed on behalf receipt) confirmation of the Purchasersamount of such increase or reduction of the Purchase Limit and the date such increase or reduction is effective.
Appears in 1 contract