To the extent that the Buyer shall at any time be unable to pay the purchase price in respect of a purchase of Receivables, Related Security and Collections from the Originator as set forth in the preceding sentence, then the Originator shall be automatically deemed to have made a capital contribution to the Buyer of the Receivables, Related Security and Collections which are the subject of such purchase to the extent that the purchase price for such Receivables, Related Security and Collections On each Business Day after the Initial Funding Date on which each Seller sells any Receivables and the Related Security and all related Collections to Buyer pursuant to the terms of Section 2.1, until the termination of the purchase and sale of Receivables and the Related Security and all related Collections under Section 6 hereof, Buyer shall pay to each applicable Seller the purchase price of such Receivables and the Related Security and all related Collections (i) by depositing into such account as Originator shall specify immediately available funds from monies then held by or on behalf of Buyer solely to the extent that such monies do not constitute Collections that are required to be identified or are deemed to be held by the Collection Agent pursuant to the Second Tier Agreement for the benefit of, or required to be distributed to, the Administrative Agent, the Co-Collateral Agents or the Purchasers pursuant to the Second Tier Agreement or required to be paid to the Collection Agent as the Collection Agent Fee, or otherwise necessary to pay current expenses of Buyer (in its reasonable discretion) (such available monies, the Available Funds) and provided that Originator has paid all amounts then due by Originator hereunder or (ii) by increasing the principal amount owed to the applicable Seller under the promissory note (each, as amended or modified from time to time, a Subordinated Note) executed and delivered by Buyer to the order of the applicable Seller as of the Initial Funding Date provided that, unless all of the Sellers and the Buyer shall have otherwise agreed, increases to the principal amounts of the Subordinated Note issued to the Originator shall be made to the fullest extent necessary to pay the purchase price of Receivables, Related Security and Collections sold by such Originator before any increase shall be made to the principal amount of the Subordinated Notes issued to the Sellers other than the Originator that is necessary to pay the purchase price of Receivables, Related Security and Collections sold by the other Sellers other than the Originator provided, further, that the Buyer may not pay the purchase price by means of an increase to the principal amount of any Subordinated Note to the extent that, as a result thereof (and after giving effect thereto), the Buyers net worth (calculated after giving effect to all such purchases and all increases to the principal amount of any Subordinated Note to be made on such date) would be less than 6.0% of the aggregate outstanding principal amount of all Receivables purchased or purported to be purchased by the Buyer hereunder. Unless all of the Sellers and the Buyer shall have otherwise agreed, cash payments of purchase price shall be allocated, first, to the purchase price in respect of the Receivables, Related Security and Collections sold by Sellers (if any) other than the Originator, ratably, and second, to the purchase price in respect of the Receivables, Related Security and Collections sold by the Originator. (b) On the Initial Funding Date, Buyer shall pay the applicable Seller the purchase price for the Receivables, the Related Security and related Collections sold on that date except that the Buyer may, with respect to any purchase, offset against such purchase price any amounts owed by such Seller to the Buyer hereunder and which remain unpaid.
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