Receivables Purchase And Sale Agreement Sample Contracts

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Amendment No. 1 to Receivables Purchase and Sale Agreement (May 5th, 2017)

This Amendment No. 1 to Receivables Purchase and Sale Agreement (this "Amendment"), dated as of May 4, 2017, among Mohawk Carpet Distribution, Inc., a Delaware corporation ("Mohawk Distribution"), Dal-Tile Distribution, Inc., a Delaware corporation ("Dal-Tile"), Unilin North America, LLC, a Delaware limited liability company ("Unilin"), Aladdin Manufacturing of Alabama, LLC, an Alabama limited liability company ("AMA"; each of Mohawk Distribution, Dal-Tile, Unilin and AMA, an "Originator" and collectively the "Originators"), and Mohawk Factoring, LLC, a Delaware limited liability company ("Buyer").

GE TF Trust – Receivables Purchase and Sale Agreement (March 5th, 2015)

TABLE OF CONTENTS Section Page Number ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Rules of Construction 1 ARTICLE II SALES OF PURCHASER ASSETS 1 Section 2.1 Sale of Purchaser Assets 1 Section 2.2 Grant of Security Interest; Subordination 2 Section 2.3 Sale Price 4 ARTICLE III CONDITIONS PRECEDENT 4 Section 3.1 Conditions to Sale 4 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 5 Section 4.1 Representations and Warranties of the Seller 5 Section 4.2 Affirmative Covenants of the Seller 6 Section 4.3 Negative Covenants of the Seller 8 Section 4.4 Perfect

GE TF Trust – Receivables Purchase and Sale Agreement (February 26th, 2015)

TABLE OF CONTENTS Section Page Number ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Rules of Construction 1 ARTICLE II SALES OF PURCHASER ASSETS 1 Section 2.1 Sale of Purchaser Assets 1 Section 2.2 Grant of Security Interest; Subordination 2 Section 2.3 Sale Price 4 ARTICLE III CONDITIONS PRECEDENT 4 Section 3.1 Conditions to Sale 4 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 5 Section 4.1 Representations and Warranties of the Seller 5 Section 4.2 Affirmative Covenants of the Seller 6 Section 4.3 Negative Covenants of the Seller 8 Section 4.4 Perfect

GE Equipment Midticket LLC, Series 2014-1 – Receivables Purchase and Sale Agreement (September 18th, 2014)

TABLE OF CONTENTS Section Page Number ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Rules of Construction 1 ARTICLE II SALES OF PURCHASER ASSETS 1 Section 2.1 Sale of Purchaser Assets 1 Section 2.2 Grant of Security Interest; Subordination 2 Section 2.3 Sale Price 4 ARTICLE III CONDITIONS PRECEDENT 4 Section 3.1 Conditions to Sale 4 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 5 Section 4.1 Representations and Warranties of the Seller 5 Section 4.2 Affirmative Covenants of the Seller 6 Section 4.3 Negative Covenants of the Seller 8 Section 4.4 Perfection Representations and Warranties 8 ARTICLE V INDEMNIFICATION 9 Section 5.1 Indemnification 9 ARTICLE VI [RESERVED] 9 Section 6.1 [RESERVED]

GE Equipment Midticket LLC, Series 2014-1 – Receivables Purchase and Sale Agreement (September 11th, 2014)

TABLE OF CONTENTS Section Page Number ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Rules of Construction 1 ARTICLE II SALES OF PURCHASER ASSETS 1 Section 2.1 Sale of Purchaser Assets 1 Section 2.2 Grant of Security Interest; Subordination 2 Section 2.3 Sale Price 4 ARTICLE III CONDITIONS PRECEDENT 4 Section 3.1 Conditions to Sale 4 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 5 Section 4.1 Representations and Warranties of the Seller 5 Section 4.2 Affirmative Covenants of the Seller 6 Section 4.3 Negative Covenants of the Seller 8 Section 4.4 Perfection Representations and Warranties 8 ARTICLE V INDEMNIFICATION 9 Section 5.1 Indemnification 9 ARTICLE VI [RESERVED] 9 Section 6.1 [RESERVED]

GE Equipment Transportation LLC, Series 2014-1 – Receivables Purchase and Sale Agreement (June 19th, 2014)

Section Page Number ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Rules of Construction 1 ARTICLE II SALES OF PURCHASER ASSETS 1 Section 2.1 Sale of Purchaser Assets 1 Section 2.2 Grant of Security Interest; Subordination 2 Section 2.3 Sale Price 4 ARTICLE III CONDITIONS PRECEDENT 4 Section 3.1 Conditions to Sale 4 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 5 Section 4.1 Representations and Warranties of the Seller 5 Section 4.2 Affirmative Covenants of the Seller 6 Section 4.3 Negative Covenants of the Seller 8 Section 4.4 Perfection Representations and Warranties 8 ARTICLE V

GE Equipment Transportation LLC, Series 2014-1 – Receivables Purchase and Sale Agreement (June 12th, 2014)

Section Page Number ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Rules of Construction 1 ARTICLE II SALES OF PURCHASER ASSETS 1 Section 2.1 Sale of Purchaser Assets 1 Section 2.2 Grant of Security Interest; Subordination 2 Section 2.3 Sale Price 4 ARTICLE III CONDITIONS PRECEDENT 4 Section 3.1 Conditions to Sale 4 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 5 Section 4.1 Representations and Warranties of the Seller 5 Section 4.2 Affirmative Covenants of the Seller 6 Section 4.3 Negative Covenants of the Seller 8 Section 4.4 Perfection Representations and Warranties 8 ARTICLE V

GE Equipment Transportation LLC, Series 2013-2 – Receivables Purchase and Sale Agreement (October 31st, 2013)

ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Rules of Construction 1 ARTICLE II SALES OF PURCHASER ASSETS 1 Section 2.1 Sale of Purchaser Assets 1 Section 2.2 Grant of Security Interest; Subordination 2 Section 2.3 Sale Price 3 Section 2.4 Removal and Sale of Purchaser Assets 4 ARTICLE III CONDITIONS PRECEDENT 5 Section 3.1 Conditions to Sale 5 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 6 Section 4.1 Representations and Warranties of the Seller 6 Section 4.2 Affirmative Covenants of the Seller 7 Section 4.3 Negative Covenants of the Seller 9 Section 4.4 Perfection Representations and Warranties 9 ART

Cef Equipment Holding Llc – Receivables Purchase and Sale Agreement (October 28th, 2013)

ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Rules of Construction 1 ARTICLE II SALES OF PURCHASER ASSETS 1 Section 2.1 Sale of Purchaser Assets 1 Section 2.2 Grant of Security Interest; Subordination 2 Section 2.3 Sale Price 3 Section 2.4 Removal and Sale of Purchaser Assets 4 ARTICLE III CONDITIONS PRECEDENT 5 Section 3.1 Conditions to Sale 5 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 6 Section 4.1 Representations and Warranties of the Seller 6 Section 4.2 Affirmative Covenants of the Seller 7 Section 4.3 Negative Covenants of the Seller 9 Section 4.4 Perfection Representations and Warranties 9 ART

GE Equipment Transportation LLC, Series 2013-2 – Receivables Purchase and Sale Agreement (October 25th, 2013)

ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Rules of Construction 1 ARTICLE II SALES OF PURCHASER ASSETS 1 Section 2.1 Sale of Purchaser Assets 1 Section 2.2 Grant of Security Interest; Subordination 2 Section 2.3 Sale Price 3 Section 2.4 Removal and Sale of Purchaser Assets 4 ARTICLE III CONDITIONS PRECEDENT 5 Section 3.1 Conditions to Sale 5 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 6 Section 4.1 Representations and Warranties of the Seller 6 Section 4.2 Affirmative Covenants of the Seller 7 Section 4.3 Negative Covenants of the Seller 9 Section 4.4 Perfection Representations and Warranties 9 ART

GE Equipment Midticket LLC, Series 2013-1 – Receivables Purchase and Sale Agreement (September 25th, 2013)

Section Page Number ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Rules of Construction 1 ARTICLE II SALES OF PURCHASER ASSETS 1 Section 2.1 Sale of Purchaser Assets 1 Section 2.2 Grant of Security Interest; Subordination 2 Section 2.3 Sale Price 4 ARTICLE III CONDITIONS PRECEDENT 4 Section 3.1 Conditions to Sale 4 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 5 Section 4.1 Representations and Warranties of the Seller 5 Section 4.2 Affirmative Covenants of the Seller 6 Section 4.3 Negative Covenants of the Seller 8 Section 4.4 Perfection Representations and Warranties 8 ARTICLE V

GE Equipment Midticket LLC, Series 2013-1 – Receivables Purchase and Sale Agreement (September 19th, 2013)

Section Page Number ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Rules of Construction 1 ARTICLE II SALES OF PURCHASER ASSETS 1 Section 2.1 Sale of Purchaser Assets 1 Section 2.2 Grant of Security Interest; Subordination 2 Section 2.3 Sale Price 4 ARTICLE III CONDITIONS PRECEDENT 4 Section 3.1 Conditions to Sale 4 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 5 Section 4.1 Representations and Warranties of the Seller 5 Section 4.2 Affirmative Covenants of the Seller 6 Section 4.3 Negative Covenants of the Seller 8 Section 4.4 Perfection Representations and Warranties 8 ARTICLE V

GE Equipment Transportation LLC, Series 2013-1 – RECEIVABLES PURCHASE AND SALE AGREEMENT Dated as of March 20, 2013 Between CEF EQUIPMENT HOLDING, L.L.C., as Seller and GE EQUIPMENT TRANSPORTATION LLC, SERIES 2013-1 as Purchaser (March 22nd, 2013)

ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Rules of Construction 1 ARTICLE II SALES OF PURCHASER ASSETS 1 Section 2.1 Sale of Purchaser Assets 1 Section 2.2 Grant of Security Interest; Subordination 2 Section 2.3 Sale Price 3 Section 2.4 Removal and Sale of Purchaser Assets 4 ARTICLE III CONDITIONS PRECEDENT 5 Section 3.1 Conditions to Sale 5 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 6 Section 4.1 Representations and Warranties of the Seller 6 Section 4.2 Affirmative Covenants of the Seller 7 Section 4.3 Negative Covenants of the Seller 9 Section 4.4 Perfection Representations and Warranties 9 ARTICLE V INDEMNIFICATION 9 Section 5.1 Indemnification 9 ARTICLE VI CLEAN-UP CALL 10 Section 6.1 Clean-up Call

GE Equipment Transportation LLC, Series 2013-1 – RECEIVABLES PURCHASE AND SALE AGREEMENT Dated as of March 20, 2013 Between CEF EQUIPMENT HOLDING, L.L.C., as Seller and GE EQUIPMENT TRANSPORTATION LLC, SERIES 2013-1 as Purchaser (March 14th, 2013)

ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Rules of Construction 1 ARTICLE II SALES OF PURCHASER ASSETS 1 Section 2.1 Sale of Purchaser Assets 1 Section 2.2 Grant of Security Interest; Subordination 2 Section 2.3 Sale Price 3 Section 2.4 Removal and Sale of Purchaser Assets 4 ARTICLE III CONDITIONS PRECEDENT 5 Section 3.1 Conditions to Sale 5 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 6 Section 4.1 Representations and Warranties of the Seller 6 Section 4.2 Affirmative Covenants of the Seller 7 Section 4.3 Negative Covenants of the Seller 9 Section 4.4 Perfection Representations and Warranties 9 ARTICLE V INDEMNIFICATION 9 Section 5.1 Indemnification 9 ARTICLE VI CLEAN-UP CALL 10 Section 6.1 Clean-up Call

Receivables Purchase and Sale Agreement Dated as of December 19, 2012 Among Mohawk Carpet Distribution, Inc. And Dal-Tile Distribution, Inc., as Originators, and Mohawk Factoring, Llc, as the Buyer (December 21st, 2012)

THIS RECEIVABLES PURCHASE AND SALE AGREEMENT, dated as of December 19, 2012, is by and among Mohawk Carpet Distribution, Inc., a Delaware corporation (Mohawk Distribution), Dal-Tile Distribution, Inc., a Delaware corporation (Dal-Tile); each of Mohawk Distribution, Dal-Tile and any other Person that becomes an Originator hereunder pursuant to Section 7.9(b) hereof, an Originator and collectively the Originators), and Mohawk Factoring, LLC, a Delaware limited liability company (Buyer).

GE Equipment Midticket LLC, Series 2012-1 – Receivables Purchase and Sale Agreement (October 1st, 2012)
GE Equipment Midticket LLC, Series 2012-1 – Receivables Purchase and Sale Agreement (September 20th, 2012)
Money Tree, Inc. – Receivables Purchase and Sale Agreement (Limited Recourse) (December 16th, 2011)

This Receivables Purchase and Sale Agreement (Limited Recourse) is entered into this 14th day of December, 2011, between Innovate Loan Servicing Corporation, a Texas corporation (Buyer), and Best Buy Autos of Bainbridge Inc., a Georgia corporation (Seller).

GE Equipment Midticket LLC, Series 2011-1 – RECEIVABLES PURCHASE AND SALE AGREEMENT Dated as of October 5, 2011 Between CEF EQUIPMENT HOLDING, L.L.C., as Seller and GE EQUIPMENT MIDTICKET LLC, SERIES 2011-1, as Purchaser (October 6th, 2011)

Notwithstanding the foregoing, the Seller delegates to the Purchaser any remaining obligations of the Seller under any Loan or Lease, as applicable, under which any of the Receivables arose, and the Purchaser assumes such obligations.

GE Equipment Midticket LLC, Series 2011-1 – RECEIVABLES PURCHASE AND SALE AGREEMENT Dated as of October 5, 2011 Between CEF EQUIPMENT HOLDING, L.L.C., as Seller and GE EQUIPMENT MIDTICKET LLC, SERIES 2011-1, as Purchaser (September 29th, 2011)

Notwithstanding the foregoing, the Seller delegates to the Purchaser any remaining obligations of the Seller under any Loan or Lease, as applicable, under which any of the Receivables arose, and the Purchaser assumes such obligations.

OMNIBUS AMENDMENT Amendment No. 1 to Second Amended and Restated Receivables Purchase and Sale Agreement and Amendment No. 6 to Amended and Restated Receivables Purchase Agreement and Partial Release (February 23rd, 2011)

with respect to (i) the Second Amended and Restated Receivables Purchase and Sale Agreement dated as of July 14, 2005 by and between Eastman and ECFC (the "Existing Sale Agreement" which, as amended hereby, is hereinafter referred to as the "Sale Agreement, and (ii) the Amended and Restated Receivables Purchase Agreement dated as of July 9, 2008 by and among the parties hereto, BTMU, individually as a Victory Liquidity Bank, as Victory Agent and as Administrative Agent, and others no longer party thereto (as heretofore amended, the "Existing Purchase Agreement" which, as amended hereby, is hereinafter referred to as the "Purchase Agreement" and together with the Sale Agreement, the "Agreements").

TRADE RECEIVABLES PURCHASE AND SALE AGREEMENT Dated as of December 20, 1988, as Amended and Restated as of November 14, 1995, as of January 1, 1999, as of November 14, 2000, as of November 14, 2005 and as Further Amended and Restated as of September 19, 2008 Among PECO ENERGY COMPANY, VICTORY RECEIVABLES CORPORATION, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (September 22nd, 2008)

PECO ENERGY COMPANY (formerly known as Philadelphia Electric Company), a Pennsylvania corporation (the Seller), VICTORY RECEIVABLES CORPORATION, a Delaware corporation (the Investor), and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (BTMUNY), as agent (the Agent) for the Investor and the Owner (as defined below), agree as follows:

Second Amended and Restated Receivables Purchase and Sale Agreement Dated as of July 28, 2008 Among Mohawk Carpet Distribution, L.P., Dal-Tile Corporation, Dal-Tile Ssc West, Inc. And Dal-Tile Ssc East, Inc. As Originators, and Mohawk Factoring, Inc., as the Buyer (August 1st, 2008)

THIS SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AND SALE AGREEMENT, dated as of July 28, 2008, is by and among Mohawk Carpet Distribution, L.P., a Delaware limited partnership (Mohawk Distribution), Dal-Tile Corporation, a Pennsylvania corporation (Dal-Tile), Dal-Tile SSC West, Inc., a Delaware corporation (Dal-Tile West), and Dal-Tile SSC East, Inc., a Delaware corporation (Dal-Tile East); each of Mohawk Distribution, Dal-Tile, Dal-Tile East, Dal-Tile West and any other Person that becomes an Originator hereunder pursuant to Section 7.9(b) hereof, an Originator and collectively the Originators), and Mohawk Factoring, Inc., a Delaware corporation (Buyer).

Western Massachusetts Electric Co – Amendment No. 7 to Amended and Restated Receivables Purchase and Sale Agreement (August 7th, 2007)

AMENDMENT AGREEMENT, dated as of July 3, 2007, among CL&P RECEIVABLES CORPORATION, a Connecticut corporation (the "Seller"), THE CONNECTICUT LIGHT AND POWER COMPANY, a Connecticut corporation, ("CL&P") as Collection Agent and Originator, CAFCO, LLC, a Delaware limited liability company ("CAFCO"), CITIBANK, N.A. ("Citibank") and CITICORP NORTH AMERICA, INC., a Delaware corporation ("CNAI"), as agent ("Agent").

Western Massachusetts Electric Co – Amendment No. 6 to Amended and Restated Receivables Purchase and Sale Agreement (August 7th, 2006)

AMENDMENT AGREEMENT, dated as of July 5, 2006, among CL&P RECEIVABLES CORPORATION, a Connecticut corporation (the "Seller"), THE CONNECTICUT LIGHT AND POWER COMPANY, a Connecticut corporation, ("CL&P") as Collection Agent and Originator, CAFCO, LLC, a Delaware limited liability company ("CAFCO"), CITIBANK, N.A. ("Citibank" ) and CITICORP NORTH AMERICA, INC., a Delaware corporation ("CNAI"), as agent ("Agent").

Gehl Company – Receivables Purchase and Sale Agreement Dated as of March 15, 2006 Between Gehl Receivables Ii, Llc, as Transferor and Gehl Funding Ii, Llc, as Buyer (March 21st, 2006)

This RECEIVABLES PURCHASE AND SALE AGREEMENT, dated as of March 15, 2006, is by and between GEHL RECEIVABLES II, LLC, a Delaware limited liability company (Transferor), and GEHL FUNDING II, LLC, a Delaware limited liability company (Buyer). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.

Western Massachusetts Electric Co – Amendment No. 4 to Amended and Restated Receivables Purchase and Sale Agreement (August 8th, 2005)

AMENDMENT AGREEMENT, dated as of July 7, 2004, among CL&P RECEIVABLES CORPORATION, a Connecticut corporation (the Seller), THE CONNECTICUT LIGHT AND POWER COMPANY, a Connecticut corporation, (CL&P) as Collection Agent and Originator, CAFCO, LLC, a Delaware limited liability company (CAFCO), CITIBANK, N.A. (Citibank ) and CITICORP NORTH AMERICA, INC., a Delaware corporation (CNAI), as agent (Agent).

Western Massachusetts Electric Co – Amendment No. 5 to Amended and Restated Receivables Purchase and Sale Agreement (August 8th, 2005)

AMENDMENT AGREEMENT, dated as of July 6, 2005, among CL&P RECEIVABLES CORPORATION, a Connecticut corporation (the Seller), THE CONNECTICUT LIGHT AND POWER COMPANY, a Connecticut corporation, (CL&P) as Collection Agent and Originator, CAFCO, LLC, a Delaware limited liability company (CAFCO), CITIBANK, N.A. (Citibank ) and CITICORP NORTH AMERICA, INC., a Delaware corporation (CNAI), as agent (Agent).