Receivables Sale Agreement Sample Contracts

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To Receivables Sale Agreement (October 4th, 2017)

THIS AMENDMENT NO. 1 TO RECEIVABLES SALE AGREEMENT (this "Amendment") is entered into as of the 2nd day of October, 2017 (the "New Originator Effective Date"), by and among Sensient Natural Ingredients LLC, a Delaware limited liability company ("SNI"), and Sensient Colors LLC, a Delaware limited liability company ("Colors", and together with SNI, the "Existing Originators"), Sensient Flavors LLC, a Delaware limited liability company (the "New Originator"), and Sensient Receivables LLC, a Delaware limited liability company (the "Buyer").

Fifth Third Auto Trust 2017-1 – Receivables Sale Agreement (September 21st, 2017)

This RECEIVABLES SALE AGREEMENT is made and entered into as of September 20, 2017 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this Agreement) by FIFTH THIRD BANK, an Ohio banking corporation (the Bank), and FIFTH THIRD HOLDINGS, LLC, a Delaware limited liability company (FTH LLC).

Fifth Third Auto Trust 2017-1 – Receivables Sale Agreement (September 13th, 2017)

This RECEIVABLES SALE AGREEMENT is made and entered into as of September 20, 2017 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this Agreement) by FIFTH THIRD BANK, an Ohio banking corporation (the Bank), and FIFTH THIRD HOLDINGS, LLC, a Delaware limited liability company (FTH LLC).

RECEIVABLES SALE AGREEMENT Dated as of April 26, 2017 Among C.H. ROBINSON WORLDWIDE, INC., as Initial Master Servicer and C.H. ROBINSON COMPANY INC., as an Originator, And, the Other ORIGINATORS FROM TIME TO TIME PARTY HERETO, as Originators and C.H. ROBINSON RECEIVABLES, LLC, as Buyer (April 28th, 2017)

THIS RECEIVABLES SALE AGREEMENT dated as of April 26, 2017 (this Agreement) is among C.H. ROBINSON WORLDWIDE, INC., a Delaware corporation (CHR), as initial master servicer (in such capacity, the Master Servicer), C.H. ROBINSON COMPANY INC., a Minnesota corporation (CHRCI), THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS ORIGINATORS (together with CHRCI, the Originators and each, an Originator), and C.H. ROBINSON RECEIVABLES, LLC, a Delaware limited liability company (the Buyer). For good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Receivables Sale Agreement Dated as of April 12, 2017 (April 18th, 2017)
Amended and Restated Receivables Sale Agreement (March 3rd, 2017)

THIS AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, dated as of February 27, 2017, is by and between AVNET, INC., a New York corporation ("Originator"), and AVNET RECEIVABLES CORPORATION, a Delaware corporation ("Buyer"). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I hereto (or, if not defined in Exhibit I hereto, the meaning assigned to such term in Exhibit I to the Purchase Agreement).

Amendment No. 3 to Receivables Sale Agreement (February 24th, 2017)

THIS AMENDMENT NO. 3 TO RECEIVABLES SALE AGREEMENT (this Amendment) is dated as of February 21, 2017 but effective as of February 1, 2017 (the Amendment Effective Date), by and among:

First Amendment to Amended and Restated Receivables Sale Agreement (February 14th, 2017)

THIS FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, dated as of December 23, 2016 (this "Amendment"), is by and between T- MOBILE FINANCIAL LLC ("Finco"), as seller, and T-MOBILE HANDSET FUNDING LLC (the "Transferor"), as purchaser, and consented to by ROYAL BANK OF CANADA, as Administrative Agent (the "Administrative Agent"), and the various Conduit Purchasers, Committed Purchasers and Funding Agents party to the RPAA referenced below.

Second Amended and Restated Receivables Sale Agreement (February 10th, 2017)

THIS SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this "Agreement"), dated as of February 7, 2017 is entered into by and between:

Amendment No. 10 to Receivables Sale Agreement (January 30th, 2017)

THIS RECEIVABLES SALE AGREEMENT, dated as of June 28, 2001, and amended by Amendment No. 1 hereto, dated as of February 6, 2002, and further amended by Amendment No. 2 hereto, dated as of June 26, 2002, and further amended by Amendment No. 3 hereto, dated as of November 25, 2002, and further amended by Amendment No. 4 hereto, dated as of December 12, 2002, and further amended by Amendment No. 5 hereto, dated as of August 15, 2003, and further amended by Amendment No. 6 hereto, dated as of August 3, 2005, and further amended by Amendment No. 7 hereto, dated as of August 29, 2007, and further amended by Amendment No. 8 hereto, dated as of August 6, 2010, and further amended by Amendment No. 9 hereto, and further amended by Amendment No. 10 hereto, is by and between AVNET, INC., a New York corporation ("Originator"), and AVNET RECEIVABLES CORPORATION, a Delaware corporation ("Buyer"). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assign

Huntington Funding, LLC – RECEIVABLES SALE AGREEMENT Dated as of November 30, 2016 Between THE HUNTINGTON NATIONAL BANK and HUNTINGTON FUNDING, LLC (December 1st, 2016)

THIS RECEIVABLES SALE AGREEMENT is made and entered into as of November 30, 2016 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this Agreement) by THE HUNTINGTON NATIONAL BANK, a national banking association (the Bank), and HUNTINGTON FUNDING, LLC, a Delaware limited liability company (the Depositor).

Huntington Funding, LLC – RECEIVABLES SALE AGREEMENT Dated as of November 30, 2016 Between THE HUNTINGTON NATIONAL BANK and HUNTINGTON FUNDING, LLC (November 29th, 2016)

THIS RECEIVABLES SALE AGREEMENT is made and entered into as of November 30, 2016 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this Agreement) by THE HUNTINGTON NATIONAL BANK, a national banking association (the Bank), and HUNTINGTON FUNDING, LLC, a Delaware limited liability company (the Depositor).

Huntington Funding, LLC – FORM OF RECEIVABLES SALE AGREEMENT Dated as of [ ], 20[ ] Between THE HUNTINGTON NATIONAL BANK and HUNTINGTON FUNDING, LLC (November 9th, 2016)

THIS RECEIVABLES SALE AGREEMENT is made and entered into as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified and in effect from time to time, this Agreement) by THE HUNTINGTON NATIONAL BANK, a national banking association (the Bank), and HUNTINGTON FUNDING, LLC, a Delaware limited liability company (the Depositor).

Huntington Funding, LLC – FORM OF RECEIVABLES SALE AGREEMENT Dated as of [ ], 20[ ] Between THE HUNTINGTON NATIONAL BANK and HUNTINGTON FUNDING, LLC (October 14th, 2016)

THIS RECEIVABLES SALE AGREEMENT is made and entered into as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified and in effect from time to time, this Agreement) by THE HUNTINGTON NATIONAL BANK, a national banking association (the Bank), and HUNTINGTON FUNDING, LLC, a Delaware limited liability company (the Depositor).

Amendment Dated as of September 9, 2016 to Receivables Sale Agreement Dated as of July 1, 2005 (September 13th, 2016)

This Amendment (the "Amendment"), dated as of September 9, 2016, is entered into among Kansas City Power & Light Receivables Company (the "Seller"), Kansas City Power & Light Company (the "Initial Collection Agent"), Victory Receivables Corporation (the "Purchaser"), and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent for the Purchaser (the "Agent").

Third Amendment Dated as of September 9, 2016 to Receivables Sale Agreement Dated as of May 31, 2012 (September 13th, 2016)

This Third Amendment (the "Amendment"), dated as of September 9, 2016, is entered into among GMO Receivables Company (the "Seller"), KCP&L Greater Missouri Operations Company (the "Initial Collection Agent"), Victory Receivables Corporation (the "Purchaser"), and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent for the Purchaser (the "Agent").

RECEIVABLES SALE AGREEMENT Dated as of July 13, 2016 Among KELLOGG SALES COMPANY as Originator, and KELLOGG FUNDING COMPANY, LLC as Buyer (July 15th, 2016)

RECEIVABLES SALE AGREEMENT, dated as of July 13, 2016 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this Agreement), among KELLOGG SALES COMPANY, a Delaware corporation (the Originator), and KELLOGG FUNDING COMPANY, LLC, a Delaware limited liability company (the Buyer).

Fifth Third Holdings Funding, LLC – Form of Receivables Sale Agreement (July 15th, 2016)

This RECEIVABLES SALE AGREEMENT is made and entered into as of [ ] (as amended, restated, supplemented or otherwise modified and in effect from time to time, this Agreement) by FIFTH THIRD BANK, an Ohio banking corporation (the Bank), and FIFTH THIRD HOLDINGS, LLC, a Delaware limited liability company (FTH LLC).

Receivables Sale Agreement (July 7th, 2016)

THIS RECEIVABLES SALE AGREEMENT, dated as of June 30, 2016 (this "Agreement"), is entered into by and among Wells Fargo Bank, National Association, as Agent (the "Agent"), Fountain City Finance, LLC, a Delaware limited liability company (the "SPE"), DST Systems, Inc., a Delaware corporation (the "Parent" and, together with the SPE and the Agent, the "Transferors"), and each of the Originators (hereinafter defined).

Amendment No. 2 to Receivables Sale Agreement (June 8th, 2016)

THIS AMENDMENT NO. 2 TO RECEIVABLES SALE AGREEMENT (this Amendment) is dated as of June 8, 2016 but effective as of June 1, 2016 (the Amendment Effective Date), by and among:

AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT by and Between T-Mobile FINANCIAL LLC as Seller and T-Mobile HANDSET FUNDING LLC as Purchaser Dated as of June 6, 2016 (June 8th, 2016)

This AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, dated as of June 6, 2016 (as amended, supplemented or otherwise modified from time to time, this Agreement), is made by and between T-MOBILE FINANCIAL LLC, a Delaware limited liability company, as the seller hereunder (Finco or the Seller) in respect of Purchased Assets (as defined herein), and T-MOBILE HANDSET FUNDING LLC, a Delaware limited liability company, as transferee hereunder (in such capacity, the Purchaser) with respect to the Purchased Assets conveyed from time to time by Seller hereunder.

Receivables Sale Agreement (April 26th, 2016)

THIS FIRST AMENDMENT TO RECEIVABLES SALE AGREEMENT, dated as of March 18, 2016 (this "Amendment"), is by and between T-MOBILE FINANCIAL LLC ("Finco"), as seller, and T-MOBILE HANDSET FUNDING LLC (the "Transferor"), as purchaser, and consented to by ROYAL BANK OF CANADA, as Administrative Agent (the "Administrative Agent"), and the various Conduit Purchasers, Committed Purchasers and Funding Agents party to the RPAA referenced below.

Huntington Auto Trust 2015-1 – RECEIVABLES SALE AGREEMENT Dated as of June 10, 2015 Between THE HUNTINGTON NATIONAL BANK and HUNTINGTON FUNDING, LLC (March 29th, 2016)

THIS RECEIVABLES SALE AGREEMENT is made and entered into as of June 10, 2015 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this "Agreement") by THE HUNTINGTON NATIONAL BANK, a national banking association (the "Bank"), and HUNTINGTON FUNDING, LLC, a Delaware limited liability company (the "Depositor").

GE Equipment Transportation LLC, Series 2014-1 – Assignment of Receivables Sale Agreement (December 7th, 2015)

THIS ASSIGNMENT OF RECEIVABLES SALE AGREEMENT, dated as of December 2, 2015 (this "Assignment"), is among General Electric Capital LLC, a Delaware limited liability company (formerly known as General Electric Capital Corporation), as assignor (the "Assignor") and GE Capital US Holdings, Inc., a Delaware corporation (the "Assignee"), and consented to by CEF Equipment Holding, L.L.C., a Delaware limited liability company ("CEF Holding").

Cef Equipment Holding Llc – Assignment of Receivables Sale Agreement (December 7th, 2015)

THIS ASSIGNMENT OF RECEIVABLES SALE AGREEMENT, dated as of December 2, 2015 (this "Assignment"), is among General Electric Capital LLC, a Delaware limited liability company (formerly known as General Electric Capital Corporation), as assignor (the "Assignor") and GE Capital US Holdings, Inc., a Delaware corporation (the "Assignee"), and consented to by CEF Equipment Holding, L.L.C., a Delaware limited liability company ("CEF Holding").

GE Equipment Midticket LLC, Series 2012-1 – Assignment of Receivables Sale Agreement (December 7th, 2015)

THIS ASSIGNMENT OF RECEIVABLES SALE AGREEMENT, dated as of December 2, 2015 (this "Assignment"), is among General Electric Capital LLC, a Delaware limited liability company (formerly known as General Electric Capital Corporation), as assignor (the "Assignor") and GE Capital US Holdings, Inc., a Delaware corporation (the "Assignee"), and consented to by CEF Equipment Holding, L.L.C., a Delaware limited liability company ("CEF Holding").

GE Equipment Transportation LLC, Series 2013-1 – Assignment of Receivables Sale Agreement (December 7th, 2015)

THIS ASSIGNMENT OF RECEIVABLES SALE AGREEMENT, dated as of December 2, 2015 (this "Assignment"), is among General Electric Capital LLC, a Delaware limited liability company (formerly known as General Electric Capital Corporation), as assignor (the "Assignor") and GE Capital US Holdings, Inc., a Delaware corporation (the "Assignee"), and consented to by CEF Equipment Holding, L.L.C., a Delaware limited liability company ("CEF Holding").

GE Equipment Transportation LLC, Series 2013-2 – Assignment of Receivables Sale Agreement (December 7th, 2015)

THIS ASSIGNMENT OF RECEIVABLES SALE AGREEMENT, dated as of December 2, 2015 (this "Assignment"), is among General Electric Capital LLC, a Delaware limited liability company (formerly known as General Electric Capital Corporation), as assignor (the "Assignor") and GE Capital US Holdings, Inc., a Delaware corporation (the "Assignee"), and consented to by CEF Equipment Holding, L.L.C., a Delaware limited liability company ("CEF Holding").

GE Equipment Transportation LLC, Series 2012-2 – Assignment of Receivables Sale Agreement (December 7th, 2015)

THIS ASSIGNMENT OF RECEIVABLES SALE AGREEMENT, dated as of December 2, 2015 (this "Assignment"), is among General Electric Capital LLC, a Delaware limited liability company (formerly known as General Electric Capital Corporation), as assignor (the "Assignor") and GE Capital US Holdings, Inc., a Delaware corporation (the "Assignee"), and consented to by CEF Equipment Holding, L.L.C., a Delaware limited liability company ("CEF Holding").

GE Equipment Transportation LLC, Series 2015-1 – Assignment of Receivables Sale Agreement (December 7th, 2015)

THIS ASSIGNMENT OF RECEIVABLES SALE AGREEMENT, dated as of December 2, 2015 (this "Assignment"), is among General Electric Capital LLC, a Delaware limited liability company (formerly known as General Electric Capital Corporation), as assignor (the "Assignor") and GE Capital US Holdings, Inc., a Delaware corporation (the "Assignee"), and consented to by CEF Equipment Holding, L.L.C., a Delaware limited liability company ("CEF Holding").

GE Equipment Midticket LLC, Series 2014-1 – Assignment of Receivables Sale Agreement (December 7th, 2015)

THIS ASSIGNMENT OF RECEIVABLES SALE AGREEMENT, dated as of December 2, 2015 (this "Assignment"), is among General Electric Capital LLC, a Delaware limited liability company (formerly known as General Electric Capital Corporation), as assignor (the "Assignor") and GE Capital US Holdings, Inc., a Delaware corporation (the "Assignee"), and consented to by CEF Equipment Holding, L.L.C., a Delaware limited liability company ("CEF Holding").

WestRock Co – First Amendment to Fifth Amended and Restated Receivables Sale Agreement (November 27th, 2015)

with respect to that certain Fifth Amended and Restated Receivables Sale Agreement, dated as of September 15, 2014, by and among Parent, the Originators and Buyer (the "Existing RSA" which, as amended hereby, is hereinafter referred to as the "RSA").

RECEIVABLES SALE AGREEMENT by and Between T-Mobile FINANCIAL LLC as Seller and T-Mobile HANDSET FUNDING LLC as Purchaser Dated as of November 18, 2015 (November 20th, 2015)

This RECEIVABLES SALE AGREEMENT, dated as of November 18, 2015 (as amended, supplemented or otherwise modified from time to time, this Agreement), is made by and between T-MOBILE FINANCIAL LLC, a Delaware limited liability company, as the seller hereunder (Finco or the Seller) in respect of Purchased Assets (as defined herein), and T-MOBILE HANDSET FUNDING LLC, a Delaware limited liability company, as transferee hereunder (in such capacity, the Purchaser) with respect to the Purchased Assets conveyed from time to time by Seller hereunder.

Fifth Third Auto Trust 2015-1 – RECEIVABLES SALE AGREEMENT Dated as of November 5, 2015 Between FIFTH THIRD BANK and FIFTH THIRD HOLDINGS, LLC (November 5th, 2015)

This RECEIVABLES SALE AGREEMENT is made and entered into as of November 5, 2015 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this Agreement) by FIFTH THIRD BANK, an Ohio banking corporation (the Bank), and FIFTH THIRD HOLDINGS, LLC, a Delaware limited liability company (FTH LLC).

New Residential Investment Corp – Receivables Sale Agreement (November 5th, 2015)

This Assignment of Advance Receivables (this "Assignment") is a schedule to and is hereby incorporated by this reference into a certain Receivables Sale Agreement (the "Agreement"), dated as of August 28, 2015, by and among Ocwen Loan Servicing, LLC, a Delaware limited liability company, as initial receivables seller (prior to the respective MSR Transfer Dates), as subservicer (on and after the respective MSR Transfer Dates) and as servicer (prior to the respective MSR Transfer Dates) ("OLS"), HLSS Holdings, LLC, a Delaware limited liability company, as receivables seller and as servicer (on and after the respective MSR Transfer Dates) ("HLSS"), and NRZ Advance Facility Transferor 2015-ON1 LLC, a Delaware limited liability company (the "Depositor"). All capitalized terms used herein shall have the meanings set forth in, or referred to in, the Agreement.