Addition of Additional Accounts. (a) If (i) Dryrock Funding is required, pursuant to Section 2.11(a) of the Transfer Agreement, to designate additional accounts to the Trust, or (ii) Dryrock Funding elects, pursuant to Section 2.11(b) of the Transfer Agreement, to designate additional accounts to the Trust, then in either case Dryrock Funding shall give written notice thereof to the Seller; provided, however, that such notice shall be provided on or before the third Business Day immediately preceding the date on which the Seller is being asked to designate additional accounts. Upon receipt of such notice and on or prior to such date on which the Seller is being asked to designate additional accounts, the Seller shall designate, to the extent it has such accounts, sufficient Eligible Accounts as Additional Accounts and shall sell to Dryrock Funding the Purchased Assets related to such Additional Accounts. In addition, at its option and with the consent of Dryrock Funding, the Seller may designate Eligible Accounts as Additional Accounts and sell to Dryrock Funding the Purchased Assets related to such Additional Accounts. (b) On the Addition Date such designated Additional Accounts shall become Accounts, and Dryrock Funding shall purchase the Seller’s right, title and interest in, to and under the Receivables in such Additional Accounts and the related Purchased Assets as provided in Section 2.01, subject to the satisfaction of the following conditions on such Addition Date: (i) as of the applicable Selection Date, each Additional Account is an Eligible Account; (ii) the Seller shall have delivered to Dryrock Funding file-stamped copies of all financing statements (and amendments with respect to such financing statements when applicable) covering such Additional Accounts, if necessary to perfect Dryrock Funding’s interest in the Receivables arising therein and the related Purchased Assets; (iii) as of the Addition Date, no Insolvency Event with respect to the Seller shall have occurred nor shall the sale of the Receivables arising in the Additional Accounts and the related Purchased Assets to Dryrock Funding have been made in contemplation of the occurrence thereof; (iv) such designation of Additional Accounts will not, in the reasonable belief of the Seller, have a material adverse effect on Dryrock Funding; (v) the Seller shall have delivered to Dryrock Funding an Officer’s Certificate of the Seller, dated the Addition Date, confirming, to the extent applicable and in the Seller’s reasonable belief, the items set forth in clauses (i) through (iv) above; (vi) the Seller shall have indicated in its computer files that Receivables created in connection with such Additional Accounts and the related Purchased Assets have been sold to Dryrock Funding and shall have delivered to Dryrock Funding an account schedule with respect to such Additional Accounts in accordance with Section 2.01(e) which shall supplement and amend the RPA Account Schedule; and (vii) the Seller and Dryrock Funding shall have entered into a duly executed, written assignment with respect to such Additional Accounts, substantially in the form of Exhibit A (a “Supplemental Conveyance”).
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Dryrock Issuance Trust), Receivables Purchase Agreement (Dryrock Issuance Trust)
Addition of Additional Accounts. (a) If If, from time to time, the Corporation becomes obligated to designate Additional Accounts (ias such term is defined in the Pooling and Servicing Agreement) Dryrock Funding is required, pursuant to Section 2.11(asubsection 2.09(a) of the Transfer Pooling and Servicing Agreement, to designate additional accounts to then the TrustCorporation may, or (ii) Dryrock Funding electsat its option, pursuant to Section 2.11(b) of give the Transfer Agreement, to designate additional accounts to the Trust, then in either case Dryrock Funding shall give Account Owner written notice thereof to the Seller; provided, however, that such notice shall be provided on or before the third tenth Business Day immediately preceding (the date on which "Addition Notice Date") prior to the Seller is being asked to designate additional accounts. Upon Addition Date therefor, and upon receipt of such notice and the Account Owner shall on or prior to such date on which before the Seller is being asked to Addition Date, designate additional accounts, the Seller shall designate, to the extent it has such accounts, sufficient Eligible Accounts to be included as Additional Accounts so that after the inclusion thereof the Corporation will be in compliance with the requirements of said subsection 2.09(a) of the Pooling and Servicing Agreement. Additionally, subject to subsection 2.02(b) hereof, from time to time Eligible Accounts may be designated to be included as Additional Accounts, upon the mutual agreement of the Corporation and the Account Owner. In either event, the Account Owner shall have sole responsibility for selecting the Additional Accounts and shall sell to Dryrock Funding determine and notify the Purchased Assets related to such Additional Accounts. In addition, at its option and Corporation of the Addition Cut-Off Date with the consent of Dryrock Funding, the Seller may designate Eligible Accounts as Additional Accounts and sell to Dryrock Funding the Purchased Assets related respect to such Additional Accounts.
(b) On the Addition Date such designated with respect to any designation of Additional Accounts shall become Accounts, and Dryrock Funding the Corporation shall purchase the Seller’s Account Owner's right, title and interest in, to and under the Receivables in Additional Accounts (as of the Addition Cut-Off Date) (and such Additional Accounts and the related Purchased Assets as provided in Section 2.01shall be deemed to be Accounts for purposes of this Agreement), subject to the satisfaction of the following conditions on such Addition Dateconditions:
(i) as of the applicable Selection Date, each all Additional Account is an Accounts shall be Eligible AccountAccounts;
(ii) the Seller Account Owner shall have delivered to Dryrock Funding file-stamped the Corporation copies of all UCC financing statements (and amendments with respect to such financing statements when applicable) covering such Additional Accounts, if necessary to perfect Dryrock Funding’s interest in the Corporation's ownership of the Receivables arising therein and the related Purchased Assetstherein;
(iii) to the extent required of the Corporation by Section 4.03 of the Pooling and Servicing Agreement, the Account Owner shall have deposited in the Collection Account all Collections with respect to such Additional Accounts since the Addition Cut-Off Date;
iv) as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Seller Account Owner shall have occurred nor shall the sale transfer to the Corporation of the Receivables arising in the Additional Accounts and the related Purchased Assets to Dryrock Funding have been made in contemplation of the occurrence thereof;; and
(iv) such designation of Additional Accounts will not, in the reasonable belief of the Seller, have a material adverse effect on Dryrock Funding;
(v) the Seller Account Owner shall have delivered to Dryrock Funding the Corporation an Officer’s Certificate of the Seller's Certificate, dated the Addition Date, (a) stating that, as of the applicable Addition Cut-Off Date, the Additional Accounts are all Eligible Accounts (b) confirming, to the extent applicable and in the Seller’s reasonable beliefapplicable, the items set forth in clauses (iii) through (iv) above;
; and (vic) stating that the Seller shall have indicated Account Owner reasonably believes that the addition to the Trust of the Receivables arising in its computer files that Receivables created in connection with such the Additional Accounts and will not based on the related Purchased Assets have been sold to Dryrock Funding and shall have delivered to Dryrock Funding an account schedule with respect facts known to such Additional Accounts in accordance with Section 2.01(e) which shall supplement and amend officer at the RPA Account Schedule; and
(vii) the Seller and Dryrock Funding shall have entered into a duly executedtime of such addition, written assignment with respect then or thereafter cause an Adverse Effect to such Additional Accounts, substantially in the form of Exhibit A (a “Supplemental Conveyance”)occur.
Appears in 2 contracts
Sources: Receivables Transfer Agreement (Travelers Bank Credit Card Master Trust I), Receivables Transfer Agreement (Travelers Bank Credit Card Master Trust I)
Addition of Additional Accounts. Prior to the Transition Date, if, from time to time, the Company becomes obligated to designate Additional Accounts (aas such term is defined in the Transfer and Servicing Agreement) If (i) Dryrock Funding is required, pursuant to Section 2.11(asubsection 2.09(a) of the Transfer and Servicing Agreement, to designate additional accounts then HPLAC may, at its option, give the Bank written notice thereof on or before the fifth Business Day (the “Addition Notice Date”) prior to the TrustAddition Date therefor, and upon receipt of such notice the Bank shall on or before such Addition Date, designate sufficient Eligible Accounts to be included as Additional Accounts so that after the inclusion thereof HPLAC will be in compliance with the requirements of said subsection 2.09(a). Prior to the Transition Date, additionally, subject to subsections 2.09(b) and (ii) Dryrock Funding elects, pursuant to Section 2.11(bc) of the Transfer and Servicing Agreement, from time to designate additional accounts to the Trust, then in either case Dryrock Funding shall give written notice thereof to the Seller; provided, however, that such notice shall be provided on or before the third Business Day immediately preceding the date on which the Seller is being asked to designate additional accounts. Upon receipt of such notice and on or prior to such date on which the Seller is being asked to designate additional accounts, the Seller shall designate, to the extent it has such accounts, sufficient time Eligible Accounts may be designated to be included as Additional Accounts upon the mutual agreement of the Company, HPLAC and the Bank. In either event, the Bank shall sell to Dryrock Funding have sole responsibility for selecting the Purchased Assets related to such Additional Accounts. In addition, at its option and with the consent of Dryrock Funding, the Seller may designate Eligible Accounts as Additional Accounts and sell to Dryrock Funding the Purchased Assets related to such Additional Accounts.
(b) On the Addition Date such designated with respect to any designation of Additional Accounts shall become Accounts, and Dryrock Funding shall purchase HPLAC has purchased the SellerBank’s right, title and interest in, to and under the Receivables in such Additional Accounts and the related Purchased Assets as provided in Section 2.01, subject to the satisfaction of the following conditions on such Addition Date:
(i) as of the applicable Selection Date, each Additional Account is an Eligible Account;
(ii) the Seller shall have delivered to Dryrock Funding file-stamped copies of all financing statements (and amendments with respect to such financing statements when applicable) covering such Additional Accounts, if necessary Accounts shall be deemed to perfect Dryrock Funding’s interest in the Receivables arising therein be Accounts for purposes of this Agreement) and the related Purchased Assets;
(iii) as of the Addition Date, no Insolvency Event with respect to the Seller shall have occurred nor shall the sale of the Receivables arising in the Additional Accounts and the related Purchased Assets to Dryrock Funding have been made in contemplation of the occurrence thereof;
(iv) such designation of Additional Accounts will not, in the reasonable belief of the Seller, have a material adverse effect on Dryrock Funding;
(v) the Seller shall have delivered to Dryrock Funding an Officer’s Certificate of the Seller, dated the Addition Date, confirming, to the extent applicable and in the Seller’s reasonable belief, the items set forth in clauses (i) through (iv) above;
(vi) the Seller shall have indicated in its computer files that Receivables created in connection with such Additional Accounts and the related Purchased Assets have been sold to Dryrock Funding and shall have delivered to Dryrock Funding an account schedule with respect to such Additional Accounts in accordance with Section 2.01(e) which shall supplement and amend the RPA Account Schedule; and
(vii) the Seller and Dryrock Funding shall have entered into a duly executed, written assignment with respect to such Additional Accounts, substantially in the form of Exhibit A (a “Supplemental Conveyance”).
Appears in 1 contract
Sources: Receivables Purchase Agreement (HSBC Funding (USA) Inc. V)
Addition of Additional Accounts. (a) If (i) Dryrock Funding is requiredAll accounts which meet the definition of Automatic Additional Accounts shall be included as Accounts from and after the date upon which such Automatic Additional Accounts are created and all Receivables in such Automatic Additional Accounts, pursuant whether such Receivables are then existing or thereafter created, shall be transferred automatically to Section 2.11(a) TCC upon creation by RNB. For all purposes of the Transfer this Agreement, to designate additional accounts all receivables of such Automatic Additional Accounts shall be treated as Receivables upon their creation and shall be subject to the Trusteligibility criteria specified in the definitions in the Pooling and Servicing Agreement of "Eligible Receivable" and "Eligible Account." RNB may elect at any time to terminate the inclusion in Accounts of new accounts which would otherwise be Automatic Additional Accounts as of any Business Day (the "Automatic Addition Termination Date") or suspend such inclusion as of any Business Day (an "Automatic Addition Suspension Date") until a future Business Day to be notified in writing by RNB to TCC (the "Restart Date"), or (ii) Dryrock Funding elects, pursuant by delivering to Section 2.11(b) of the Transfer Agreement, to designate additional accounts to the Trust, then in either case Dryrock Funding shall give TCC ten days prior written notice thereof to the Seller; provided, however, that such notice shall be provided on or before the third Business Day immediately preceding the date on which the Seller is being asked to designate additional accounts. Upon receipt of such notice and on or election at least 10 days prior to such date on which the Seller is being asked Automatic Addition Termination Date or Automatic Addition Suspension Date. Promptly after an Automatic Addition Termination Date, an Automatic Addition Suspension Date or a Restart Date, RNB and TCC agree to designate additional accounts, the Seller shall designate, execute and TCC agrees to record and file at its own expense an amendment to the extent it has such accounts, sufficient Eligible Accounts as Additional Accounts and shall sell financing statements referred to Dryrock Funding the Purchased Assets related to such Additional Accounts. In addition, at its option and with the consent of Dryrock Funding, the Seller may designate Eligible Accounts as Additional Accounts and sell to Dryrock Funding the Purchased Assets related to such Additional Accounts.
(b) On the Addition Date such designated Additional Accounts shall become Accounts, and Dryrock Funding shall purchase the Seller’s right, title and interest in, to and under the Receivables in such Additional Accounts and the related Purchased Assets as provided in Section 2.01, 2.1(b) hereof to specify the accounts then subject to the satisfaction this Agreement (which specification may incorporate a list of the following conditions on such Addition Date:
(iaccounts by reference) as of the applicable Selection Dateand, each Additional Account is an Eligible Account;
(ii) the Seller shall have delivered to Dryrock Funding file-stamped copies of all financing statements (and amendments with respect to such financing statements when applicable) covering such Additional Accounts, if necessary to perfect Dryrock Funding’s interest in the Receivables arising therein and the related Purchased Assets;
(iii) as of the Addition Date, no Insolvency Event with respect to the Seller shall have occurred nor shall the sale of the Receivables arising in the Additional Accounts and the related Purchased Assets to Dryrock Funding have been made in contemplation of the occurrence thereof;
(iv) such designation of Additional Accounts will not, in the reasonable belief of the Seller, have a material adverse effect on Dryrock Funding;
(v) the Seller shall have delivered to Dryrock Funding an Officer’s Certificate of the Seller, dated the Addition Date, confirming, to the extent applicable and in the Seller’s reasonable belief, the items set forth in clauses (i) through (iv) above;
(vi) the Seller shall have indicated in its computer files that Receivables created except in connection with any such Additional Accounts and filing made after a Restart Date, to release any security interest in any accounts created after the related Purchased Assets have been sold to Dryrock Funding and shall have delivered to Dryrock Funding an account schedule with respect to such Additional Accounts in accordance with Section 2.01(e) which shall supplement and amend the RPA Account Schedule; and
(vii) the Seller and Dryrock Funding shall have entered into a duly executed, written assignment with respect to such Additional Accounts, substantially in the form of Exhibit A (a “Supplemental Conveyance”)Automatic Addition Termination Date or any Automatic Addition Suspension Date.
Appears in 1 contract
Sources: Bank Receivables Purchase Agreement (Target Receivables Corp)
Addition of Additional Accounts. (a) If (i) Dryrock Funding is requiredAll accounts which meet the definition of Automatic Additional Accounts shall be included as Accounts from and after the date upon which such Automatic Additional Accounts are created and all Receivables in such Automatic Additional Accounts, pursuant whether such Receivables are then existing or thereafter created, shall be transferred automatically to Section 2.11(a) TRC upon purchase by TCC. For all purposes of the Transfer this Agreement, to designate additional accounts all receivables of such Automatic Additional Accounts shall be treated as Receivables upon their creation and shall be subject to the Trusteligibility criteria specified in the definitions in the Pooling and Servicing Agreement of "Eligible Receivable" and "Eligible Account." TCC may elect at any time to terminate the inclusion in Accounts of new accounts which would otherwise be Automatic Additional Accounts as of any Business Day (the "Automatic Addition Termination Date") or suspend such inclusion as of any Business Day (an "Automatic Addition Suspension Date") until a future Business Day to be notified in writing by TCC to TRC (the "Restart Date"), or (ii) Dryrock Funding elects, pursuant by delivering to Section 2.11(b) of the Transfer Agreement, to designate additional accounts to the Trust, then in either case Dryrock Funding shall give TRC ten days prior written notice thereof to the Seller; provided, however, that such notice shall be provided on or before the third Business Day immediately preceding the date on which the Seller is being asked to designate additional accounts. Upon receipt of such notice and on or election at least 10 days prior to such date on which the Seller is being asked Automatic Addition Termination Date or Automatic Addition Suspension Date. Promptly after an Automatic Addition Termination Date, an Automatic Addition Suspension Date or a Restart Date, TCC and TRC agree to designate additional accounts, the Seller shall designate, execute and TCC agrees to record and file at its own expense an amendment to the extent it has such accounts, sufficient Eligible Accounts as Additional Accounts and shall sell financing statements referred to Dryrock Funding the Purchased Assets related to such Additional Accounts. In addition, at its option and with the consent of Dryrock Funding, the Seller may designate Eligible Accounts as Additional Accounts and sell to Dryrock Funding the Purchased Assets related to such Additional Accounts.
(b) On the Addition Date such designated Additional Accounts shall become Accounts, and Dryrock Funding shall purchase the Seller’s right, title and interest in, to and under the Receivables in such Additional Accounts and the related Purchased Assets as provided in Section 2.01, 2.1(b) hereof to specify the accounts then subject to the satisfaction this Agreement (which specification may incorporate a list of the following conditions on such Addition Date:
(iaccounts by reference) as of the applicable Selection Dateand, each Additional Account is an Eligible Account;
(ii) the Seller shall have delivered to Dryrock Funding file-stamped copies of all financing statements (and amendments with respect to such financing statements when applicable) covering such Additional Accounts, if necessary to perfect Dryrock Funding’s interest in the Receivables arising therein and the related Purchased Assets;
(iii) as of the Addition Date, no Insolvency Event with respect to the Seller shall have occurred nor shall the sale of the Receivables arising in the Additional Accounts and the related Purchased Assets to Dryrock Funding have been made in contemplation of the occurrence thereof;
(iv) such designation of Additional Accounts will not, in the reasonable belief of the Seller, have a material adverse effect on Dryrock Funding;
(v) the Seller shall have delivered to Dryrock Funding an Officer’s Certificate of the Seller, dated the Addition Date, confirming, to the extent applicable and in the Seller’s reasonable belief, the items set forth in clauses (i) through (iv) above;
(vi) the Seller shall have indicated in its computer files that Receivables created except in connection with any such Additional Accounts and filing made after a Restart Date, to release any security interest in any accounts created after the related Purchased Assets have been sold to Dryrock Funding and shall have delivered to Dryrock Funding Automatic Addition Termination Date or an account schedule with respect to such Additional Accounts in accordance with Section 2.01(e) which shall supplement and amend the RPA Account Schedule; and
(vii) the Seller and Dryrock Funding shall have entered into a duly executed, written assignment with respect to such Additional Accounts, substantially in the form of Exhibit A (a “Supplemental Conveyance”)Automatic Addition Suspension Date.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Target Receivables Corp)
Addition of Additional Accounts. (a) If (i) Dryrock Funding is requiredfrom time to ------------------------------- time, Buyer becomes obligated to designate Additional Accounts pursuant to Section 2.11(a2.6(a) of the Transfer Agreement, to designate additional accounts to Servicing Agreement (or any other provision thereof --------------- calling for compliance with the Trust, or procedures set forth in such Section ------- 2.6
(iia) Dryrock Funding elects, pursuant to Section 2.11(b) of the Transfer Agreement, to designate additional accounts to the Trust, then in either case Dryrock Funding Buyer shall give RPA Seller written notice thereof on or ------- before the Notice Date prior to the Seller; provided, however, that such notice Addition Date therefor and RPA Seller shall be provided on or before the third Business Day immediately preceding Addition Date designate sufficient Eligible Accounts to be included as Additional Accounts so that after the date inclusion thereof Buyer will be in compliance with the requirements of said Section 2.6(a). Additionally, subject to the ------------- limitations, if any, on which Buyer's ability to add Additional Accounts under Section 2.6(b) of the Servicing Agreement, from time to time Eligible ------------- Accounts may be designated to be included as Additional Accounts, upon the mutual agreement of Buyer and RPA Seller. In either event, RPA Seller is being asked to designate additional accounts. Upon receipt of such notice shall have responsibility for selecting the Additional Accounts and shall on or prior to such date on which the Seller is being asked to designate additional accounts, Addition Date therefore execute and deliver a Supplemental Conveyance identifying the Seller shall designate, to the extent it has such accounts, sufficient Eligible Accounts as Additional Accounts by account number and Receivables balance and Principal Receivables balance as of the Addition Date, which Supplemental Conveyance shall sell to Dryrock Funding the Purchased Assets related to such Additional Accounts. In addition, at its option and with the consent of Dryrock Funding, the Seller may designate Eligible Accounts as Additional Accounts and sell to Dryrock Funding the Purchased Assets related to such Additional Accountsbe effective upon receipt by Buyer.
(b) On the or before each Addition Date such designated with respect to Additional Accounts shall become Accountsadded pursuant to Section 2.2(a), and Dryrock Funding shall purchase the Seller’s right, title and interest in, to and under the Receivables in such Additional Accounts and the related Purchased Assets as provided in Section 2.01, subject to the satisfaction of the following conditions on such Addition Date:
RPA Seller (i) as of the applicable Selection Date, each Additional Account is an Eligible Account;
(ii) the Seller shall have delivered indicate or ------------- cause to Dryrock Funding file-stamped copies of all financing statements (be indicated in its books and amendments with respect to such financing statements when applicable) covering such Additional Accounts, if necessary to perfect Dryrock Funding’s interest records and in the Receivables arising therein and the related Purchased Assets;
(iii) as of the Addition Date, no Insolvency Event with respect to the Seller shall have occurred nor shall the sale computer files of the Receivables arising in that the Additional Accounts and the related Purchased Assets to Dryrock Funding have been made in contemplation of the occurrence thereof;
(iv) such designation of Additional Accounts will not, in the reasonable belief of the Seller, have a material adverse effect on Dryrock Funding;
(v) the Seller shall have delivered to Dryrock Funding an Officer’s Certificate of the Seller, dated the Addition Date, confirming, to the extent applicable and in the Seller’s reasonable belief, the items set forth in clauses (i) through (iv) above;
(vi) the Seller shall have indicated in its computer files that Receivables created in connection with such Additional Accounts and the related Purchased Assets have been sold to Dryrock Funding and shall have delivered to Dryrock Funding an account schedule with respect to such Additional Accounts Buyer in accordance with Section 2.01(ethis Agreement and transferred by Buyer to the Receivables Trust pursuant to the Servicing Agreement, (ii) shall deliver to Buyer, the Receivables Trustee and each Rating Agency an opinion of counsel as to the matters specified in Exhibit E, and which shall supplement be reasonably acceptable to the Rating Agencies, --------- and amend (iii) shall deliver or cause to be delivered to Buyer a computer file or microfiche list containing a true and complete list of all Additional Accounts designated in the respective Supplemental Conveyance or, if Buyer shall so direct, such computer file or microfiche list shall be delivered to the Receivables Trustee pursuant to the Servicing Agreement. RPA Account Schedule; andSeller's failure to deliver or cause to be delivered the list prior to termination shall not be deemed to render such transfer executory or uncompleted.
(viic) At any time that Receivables in an Eligible Account are required to be transferred to the Receivables Trust pursuant to Section 2.6(e) of -------------- the Servicing Agreement, such Eligible Account shall, until notice from RPA Seller or Buyer to the other party hereto to the contrary, automatically be designated to be included as an Account (and Dryrock Funding the Transferred Assets arising therein are hereby conveyed) effective as of the date specified in Section ------- 2.6(e) of the Servicing Agreement. ------
(d) On or before five Business Days after the first day of the Monthly Period next succeeding the calendar month in which Accounts were included pursuant to Section 2.2(c), RPA Seller (i) shall have entered into a duly executed, written assignment with respect indicate or cause to such Additional Accounts, substantially be -------------- indicated in its books and records and in the form computer files of Exhibit A the Receivables that the Receivables created in connection with such included Accounts have been sold to Buyer in accordance with this Agreement and transferred by Buyer to the Receivables Trust pursuant to the Servicing Agreement and (ii) shall deliver or cause to be delivered to Buyer a “Supplemental Conveyance”)computer file or microfiche list containing a true and complete list of all such included Accounts identified by account number and by the Receivables balance and Principal Receivables balance as of the end of such calendar month, or, if Buyer shall so direct, such computer file or microfiche list shall be delivered to the Receivables Trustee pursuant to the Servicing Agreement.
Appears in 1 contract
Addition of Additional Accounts. Prior to the Transition Date, if, from time to time, the Company becomes obligated to designate Additional Accounts (aas such term is defined in the Transfer and Servicing Agreement) If (i) Dryrock Funding is required, pursuant to Section 2.11(asubsection 2.09(a) of the Transfer and Servicing Agreement, to designate additional accounts then HRAC may, at its option, give the Bank written notice thereof on or before the fifth Business Day (the "ADDITION NOTICE DATE") prior to the TrustAddition Date therefor, and upon receipt of such notice the Bank shall on or before such Addition Date, designate sufficient Eligible Accounts to be included as Additional Accounts so that after the inclusion thereof HRAC will be in compliance with the requirements of said subsection 2.09
(iia) Dryrock Funding electsPrior to the Transition Date, pursuant additionally, subject to Section 2.11(bsubsections 2.09(b) and (c) of the Transfer and Servicing Agreement, from time to designate additional accounts to the Trust, then in either case Dryrock Funding shall give written notice thereof to the Seller; provided, however, that such notice shall be provided on or before the third Business Day immediately preceding the date on which the Seller is being asked to designate additional accounts. Upon receipt of such notice and on or prior to such date on which the Seller is being asked to designate additional accounts, the Seller shall designate, to the extent it has such accounts, sufficient time Eligible Accounts may be designated to be included as Additional Accounts upon the mutual agreement of the Company, HRAC and the Bank. In either event, the Bank shall sell to Dryrock Funding have sole responsibility for selecting the Purchased Assets related to such Additional Accounts. In addition, at its option and with the consent of Dryrock Funding, the Seller may designate Eligible Accounts as Additional Accounts and sell to Dryrock Funding the Purchased Assets related to such Additional Accounts.
(b) On the Addition Date such designated with respect to any designation of Additional Accounts shall become Accounts, and Dryrock Funding shall purchase HRAC has purchased the Seller’s Bank's right, title and interest in, to and under the Receivables in such Additional Accounts and the related Purchased Assets as provided in Section 2.01, subject to the satisfaction of the following conditions on such Addition Date:
(i) as of the applicable Selection Date, each Additional Account is an Eligible Account;
(ii) the Seller shall have delivered to Dryrock Funding file-stamped copies of all financing statements (and amendments with respect to such financing statements when applicable) covering such Additional Accounts, if necessary Accounts shall be deemed to perfect Dryrock Funding’s interest in the Receivables arising therein be Accounts for purposes of this Agreement) and the related Purchased Assets;
(iii) as of the Addition Date, no Insolvency Event with respect to the Seller shall have occurred nor shall the sale of the Receivables arising in the Additional Accounts and the related Purchased Assets to Dryrock Funding have been made in contemplation of the occurrence thereof;
(iv) such designation of Additional Accounts will not, in the reasonable belief of the Seller, have a material adverse effect on Dryrock Funding;
(v) the Seller shall have delivered to Dryrock Funding an Officer’s Certificate of the Seller, dated the Addition Date, confirming, to the extent applicable and in the Seller’s reasonable belief, the items set forth in clauses (i) through (iv) above;
(vi) the Seller shall have indicated in its computer files that Receivables created in connection with such Additional Accounts and the related Purchased Assets have been sold to Dryrock Funding and shall have delivered to Dryrock Funding an account schedule with respect to such Additional Accounts in accordance with Section 2.01(e) which shall supplement and amend the RPA Account Schedule; and
(vii) the Seller and Dryrock Funding shall have entered into a duly executed, written assignment with respect to such Additional Accounts, substantially in the form of Exhibit A (a “Supplemental Conveyance”).
Appears in 1 contract
Sources: Receivables Purchase Agreement (Hrsi Funding Inc Ii)
Addition of Additional Accounts. (a) If (i) Dryrock Funding is requiredfrom time to time, ------------------------------- Buyer becomes obligated to designate Additional Accounts pursuant to Section 2.11(a------- 2.6(a) of the Transfer Agreement, to designate additional accounts to Servicing Agreement (or any other provision thereof calling for ----- compliance with the Trust, or (ii) Dryrock Funding elects, pursuant to procedures set forth in such Section 2.11(b) of the Transfer Agreement, to designate additional accounts to the Trust2.6(a)), then in either case Dryrock Funding Buyer -------------- shall give RPA Sellers written notice thereof to the Seller; provided, however, that such notice shall be provided on or before the third Business Day immediately preceding Notice Date prior to the date Addition Date therefor and RPA Sellers shall on which or before the Seller is being asked Addition Date designate sufficient Eligible Accounts to designate additional accountsbe included as Additional Accounts so that after the inclusion thereof Buyer will be in compliance with the requirements of said Section 2.6(a). Upon receipt Additionally, subject to the ------------- limitations, if any, on Buyer's ability to add Additional Accounts under Section ------- 2.6(b) of such notice the Servicing Agreement, from time to time Eligible Accounts may be ----- designated to be included as Additional Accounts, upon the mutual agreement of Buyer and RPA Sellers. In either event, RPA Sellers shall have responsibility for selecting the Additional Accounts and shall on or prior to such date on which the Seller is being asked to designate additional accounts, Addition Date therefore execute and deliver a Supplemental Conveyance identifying the Seller shall designate, to the extent it has such accounts, sufficient Eligible Accounts as Additional Accounts by account number and Receivables balance and Principal Receivables balance as of the Addition Date, which Supplemental Conveyance shall sell to Dryrock Funding the Purchased Assets related to such Additional Accounts. In addition, at its option and with the consent of Dryrock Funding, the Seller may designate Eligible Accounts as Additional Accounts and sell to Dryrock Funding the Purchased Assets related to such Additional Accountsbe effective upon receipt by Buyer.
(b) On the or before each Addition Date such designated with respect to Additional Accounts shall become Accountsadded pursuant to Section 2.2(a), and Dryrock Funding shall purchase the Seller’s right, title and interest in, to and under the Receivables in such Additional Accounts and the related Purchased Assets as provided in Section 2.01, subject to the satisfaction of the following conditions on such Addition Date:
FCNB (i) as of the applicable Selection Date, each Additional Account is an Eligible Account;
(ii) the Seller shall have delivered indicate or cause to Dryrock Funding file-stamped copies of all financing statements (be ------------- indicated in its books and amendments with respect to such financing statements when applicable) covering such Additional Accounts, if necessary to perfect Dryrock Funding’s interest records and in the Receivables arising therein and the related Purchased Assets;
(iii) as of the Addition Date, no Insolvency Event with respect to the Seller shall have occurred nor shall the sale computer files of the Receivables arising in that the Additional Accounts and the related Purchased Assets to Dryrock Funding have been made in contemplation of the occurrence thereof;
(iv) such designation of Additional Accounts will not, in the reasonable belief of the Seller, have a material adverse effect on Dryrock Funding;
(v) the Seller shall have delivered to Dryrock Funding an Officer’s Certificate of the Seller, dated the Addition Date, confirming, to the extent applicable and in the Seller’s reasonable belief, the items set forth in clauses (i) through (iv) above;
(vi) the Seller shall have indicated in its computer files that Receivables created in connection with such Additional Accounts and the related Purchased Assets have been sold to Dryrock Funding and shall have delivered to Dryrock Funding an account schedule with respect to such Additional Accounts Buyer in accordance with Section 2.01(ethis Agreement and transferred by Buyer to the Issuer pursuant to the Servicing Agreement, and (ii) which shall supplement deliver or cause to be delivered to Buyer a computer file or microfiche list containing a true and amend complete list of all Additional Accounts designated in the RPA Account Schedule; andrespective Supplemental Conveyance or, if Buyer shall so direct, such computer file or microfiche list shall be delivered to the Trustee pursuant to the Servicing Agreement. FCNB's failure to deliver or cause to be delivered the list prior to termination shall not be deemed to render such transfer executory or uncompleted.
(viic) At any time that Receivables in an Eligible Account are required to be transferred to the Seller Issuer pursuant to Section 2.6(e) of the Servicing Agreement, ------------- such Eligible Account shall, until notice from FCNB or Buyer to the other parties hereto to the contrary, automatically be designated to be included as an Account effective as of the date specified in Section 2.6(e) of the Servicing ------------- Agreement. FCNB shall on or before five Business Days after the first day of each calendar month next succeeding the Monthly Period of such conveyance execute a Supplemental Conveyance solely for the purposes of confirming the transfer and Dryrock Funding assignment of such included Accounts under this Section 2.2(c) and ------------- identifying all such included Accounts so designated during the preceding Monthly Period, by account number and the aggregate amount of the Receivables and the aggregate amount of Principal Receivables in such included Accounts as of such fifth Business Day.
(d) On or before five Business Days after the first day of the Monthly Period next succeeding the calendar month in which Accounts were included pursuant to Section 2.2(c), FCNB (i) shall have entered into a duly executed, written assignment with respect indicate or cause to such Additional Accounts, substantially be indicated in ------------- its books and records and in the form computer files of Exhibit A the Receivables that the Receivables created in connection with such included Accounts have been sold to Buyer in accordance with this Agreement and transferred by Buyer to the Issuer pursuant to the Servicing Agreement and (ii) shall deliver or cause to be delivered to Buyer a “computer file or microfiche list containing a true and complete list of all such included Accounts identified in the respective Supplemental Conveyance”), or, if Buyer shall so direct, such computer file or microfiche list shall be delivered to the Trustee pursuant to the Servicing Agreement.
Appears in 1 contract
Sources: Collateral Series Supplement (Spiegel Master Trust)
Addition of Additional Accounts. (a) If (i) Dryrock Funding is requiredfrom time to time, ------------------------------- Buyer becomes obligated to designate Additional Accounts pursuant to Section 2.11(a------- 2.6(a) of the Transfer Agreement, to designate additional accounts to Servicing Agreement (or any other provision thereof calling for ------ compliance with the Trust, or (ii) Dryrock Funding elects, pursuant to procedures set forth in such Section 2.11(b) of the Transfer Agreement, to designate additional accounts to the Trust2.6(a)), then in either case Dryrock Funding Buyer -------------- shall give Sellers written notice thereof to the Seller; provided, however, that such notice shall be provided on or before the third Business Day immediately preceding Notice Date prior to the date Addition Date therefor and Sellers shall on which or before the Seller is being asked Addition Date designate sufficient Eligible Accounts to designate additional accountsbe included as Additional Accounts so that after the inclusion thereof Buyer will be in compliance with the requirements of said Section 2.6(a). Upon receipt Additionally, subject to the limitations, -------------- if any, on Buyer's ability to add Additional Accounts under Section 2.6(b) of such notice -------------- the Servicing Agreement, from time to time Eligible Accounts may be designated to be included as Additional Accounts, upon the mutual agreement of Buyer and Sellers. In either event, Sellers shall have responsibility for selecting the Additional Accounts and shall on or prior to such date on which the Seller is being asked to designate additional accounts, Addition Date therefore execute and deliver a Supplemental Conveyance identifying the Seller shall designate, to the extent it has such accounts, sufficient Eligible Accounts as Additional Accounts by account number and Receivables balance and Principal Receivables balance as of the Addition Date, which Supplemental Conveyance shall sell to Dryrock Funding the Purchased Assets related to such Additional Accounts. In addition, at its option and with the consent of Dryrock Funding, the Seller may designate Eligible Accounts as Additional Accounts and sell to Dryrock Funding the Purchased Assets related to such Additional Accountsbe effective upon receipt by Buyer.
(b) On the or before each Addition Date such designated with respect to Additional Accounts shall become Accountsadded pursuant to Section 2.2(a), and Dryrock Funding shall purchase the Seller’s right, title and interest in, to and under the Receivables in such Additional Accounts and the related Purchased Assets as provided in Section 2.01, subject to the satisfaction of the following conditions on such Addition Date:
FCNB (i) as of the applicable Selection Date, each Additional Account is an Eligible Account;
(ii) the Seller shall have delivered indicate or cause to Dryrock Funding file-stamped copies of all financing statements (be -------------- indicated in its books and amendments with respect to such financing statements when applicable) covering such Additional Accounts, if necessary to perfect Dryrock Funding’s interest records and in the Receivables arising therein and the related Purchased Assets;
(iii) as of the Addition Date, no Insolvency Event with respect to the Seller shall have occurred nor shall the sale computer files of the Receivables arising in that the Additional Accounts and the related Purchased Assets to Dryrock Funding have been made in contemplation of the occurrence thereof;
(iv) such designation of Additional Accounts will not, in the reasonable belief of the Seller, have a material adverse effect on Dryrock Funding;
(v) the Seller shall have delivered to Dryrock Funding an Officer’s Certificate of the Seller, dated the Addition Date, confirming, to the extent applicable and in the Seller’s reasonable belief, the items set forth in clauses (i) through (iv) above;
(vi) the Seller shall have indicated in its computer files that Receivables created in connection with such Additional Accounts and the related Purchased Assets have been sold to Dryrock Funding and shall have delivered to Dryrock Funding an account schedule with respect to such Additional Accounts Buyer in accordance with Section 2.01(ethis Agreement and transferred by Buyer to the Issuer pursuant to the Servicing Agreement, and (ii) which shall supplement deliver or cause to be delivered to Buyer a computer file or microfiche list containing a true and amend complete list of all Additional Accounts designated in the RPA Account Schedule; andrespective Supplemental Conveyance or, if Buyer shall so direct, such computer file or microfiche list shall be delivered to the Trustee pursuant to the Servicing Agreement. FCNB's failure to deliver or cause to be delivered the list prior to termination shall not be deemed to render such transfer executory or uncompleted.
(viic) At any time that Receivables in an Eligible Account are required to be transferred to the Seller Issuer pursuant to Section 2.6(e) of the Servicing Agreement, -------------- such Eligible Account shall, until notice from FCNB or Buyer to the other parties hereto to the contrary, automatically be designated to be included as an Account effective as of the date specified in Section 2.6(e) of the Servicing -------------- Agreement. FCNB shall on or before five Business Days after the first day of each calendar month next succeeding the Monthly Period of such conveyance execute a Supplemental Conveyance solely for the purposes of confirming the transfer and Dryrock Funding assignment of such included Accounts under this Section 2.2(c) and -------------- identifying all such included Accounts so designated during the preceding Monthly Period, by account number and the aggregate amount of the Receivables and the aggregate amount of Principal Receivables in such included Accounts as of such fifth Business Day.
(d) On or before five Business Days after the first day of the Monthly Period next succeeding the calendar month in which Accounts were included pursuant to Section 2.2(c), FCNB (i) shall have entered into a duly executed, written assignment with respect indicate or cause to such Additional Accounts, substantially be indicated in -------------- its books and records and in the form computer files of Exhibit A the Receivables that the Receivables created in connection with such included Accounts have been sold to Buyer in accordance with this Agreement and transferred by Buyer to the Issuer pursuant to the Servicing Agreement and (ii) shall deliver or cause to be delivered to Buyer a “computer file or microfiche list containing a true and complete list of all such included Accounts identified in the respective Supplemental Conveyance”), or, if Buyer shall so direct, such computer file or microfiche list shall be delivered to the Trustee pursuant to the Servicing Agreement.
Appears in 1 contract
Sources: Collateral Series Supplement (Spiegel Master Trust)
Addition of Additional Accounts. (a) If (i) Dryrock Funding is requiredfrom time to ------------------------------- time, Buyer becomes obligated to designate Additional Accounts pursuant to Section 2.11(asubsection 2.6(a) of the Transfer Agreement, to designate additional accounts to Servicing Agreement (or any other provision thereof calling for compliance with the Trust, or (ii) Dryrock Funding elects, pursuant to Section 2.11(b) of the Transfer Agreement, to designate additional accounts to the Trustprocedures set forth in such subsection 2.6(a)), then in either case Dryrock Funding Buyer shall give Sellers written notice thereof to the Seller; provided, however, that such notice shall be provided on or before the third fifth Business Day immediately preceding (the date "Notice Date") prior to the Addition Date therefor and Sellers shall on which or before the Seller is being asked Addition Date designate sufficient Eligible Accounts to designate additional accountsbe included as Additional Accounts so that after the inclusion thereof Buyer will be in compliance with the requirements of said subsection 2.6(a). Upon receipt Additionally, subject to the limitations, if any, on Buyer's ability to add Additional Accounts under subsection 2.6(b) of such notice the Servicing Agreement, from time to time Eligible Accounts may be designated to be included as Additional Accounts, upon the mutual agreement of Buyer and Sellers. In either event, Sellers shall have responsibility for selecting the Additional Accounts and shall on or prior to such date on which the Seller is being asked to designate additional accounts, Addition Date therefor execute and deliver a Supplemental Conveyance identifying the Seller shall designate, to the extent it has such accounts, sufficient Eligible Accounts as Additional Accounts by account number and Receivables balance and Principal Receivables balance as of the Addition Date, which Supplemental Conveyance shall sell to Dryrock Funding the Purchased Assets related to such Additional Accounts. In addition, at its option and with the consent of Dryrock Funding, the Seller may designate Eligible Accounts as Additional Accounts and sell to Dryrock Funding the Purchased Assets related to such Additional Accountsbe effective upon receipt by Buyer.
(b) On the or before each Addition Date such designated with respect to Additional Accounts shall become Accounts, and Dryrock Funding shall purchase the Seller’s right, title and interest in, added pursuant to and under the Receivables in such Additional Accounts and the related Purchased Assets as provided in Section 2.01, subject to the satisfaction of the following conditions on such Addition Date:
subsection 2.2(a) FCNB (i) as of the applicable Selection Date, each Additional Account is an Eligible Account;
(ii) the Seller shall have delivered indicate or cause to Dryrock Funding file-stamped copies of all financing statements (be indicated in its books and amendments with respect to such financing statements when applicable) covering such Additional Accounts, if necessary to perfect Dryrock Funding’s interest records and in the Receivables arising therein and the related Purchased Assets;
(iii) as of the Addition Date, no Insolvency Event with respect to the Seller shall have occurred nor shall the sale computer files of the Receivables arising in that the Additional Accounts and the related Purchased Assets to Dryrock Funding have been made in contemplation of the occurrence thereof;
(iv) such designation of Additional Accounts will not, in the reasonable belief of the Seller, have a material adverse effect on Dryrock Funding;
(v) the Seller shall have delivered to Dryrock Funding an Officer’s Certificate of the Seller, dated the Addition Date, confirming, to the extent applicable and in the Seller’s reasonable belief, the items set forth in clauses (i) through (iv) above;
(vi) the Seller shall have indicated in its computer files that Receivables created in connection with such Additional Accounts and the related Purchased Assets have been sold to Dryrock Funding and shall have delivered to Dryrock Funding an account schedule with respect to such Additional Accounts Buyer in accordance with Section 2.01(ethis Agreement and transferred by Buyer to the Trust pursuant to the Servicing Agreement, and (ii) which shall supplement deliver or cause to be delivered to Buyer a computer file or microfiche list containing a true and amend complete list of all Additional Accounts designated in the RPA Account Schedule; andrespective Supplemental Conveyance or, if Buyer shall so direct such computer file or microfiche list shall be delivered to the Trustee pursuant to the Servicing Agreement. FCNB's failure to deliver or cause to be delivered the list prior to termination shall not be deemed to render such transfer executory or uncompleted.
(viic) At any time that Receivables in an Eligible Account are required to be transferred to the Seller Trust pursuant to subsection 2.6(e)of the Servicing Agreement, such Eligible Account shall, until notice from FCNB or Buyer to the other parties hereto to the contrary, automatically be designated to be included as an Account effective as of the date specified in subsection 2.6(e) of the Servicing Agreement. FCNB shall on or before five Business Days after the first day of each calendar month next succeeding the Monthly Period of such conveyance execute a Supplemental Conveyance solely for the purposes of confirming the transfer and Dryrock Funding assignment of such included Accounts under this subsection 2.2(c) and identifying all such included Accounts so designated during the preceding Monthly Period, by account number and the aggregate amount of the Receivables and the aggregate amount of Principal Receivables in such included Accounts as of such fifth Business Day.
(d) On or before five Business Days after the first day of the Monthly Period next succeeding the calendar month in which Accounts were included pursuant to subsection 2.2(c), FCNB (i) shall have entered into a duly executed, written assignment with respect indicate or cause to such Additional Accounts, substantially be indicated in its books and records and in the form computer files of Exhibit A the Receivables that the Receivables created in connection with such included Accounts have been sold to Buyer in accordance with this Agreement and transferred by Buyer to the Trust pursuant to the Servicing Agreement and (ii) shall deliver or cause to be delivered to Buyer a “computer file or microfiche list containing a true and complete list of all such included Accounts identified in the respective Supplemental Conveyance”), or, if Buyer shall so direct, such computer file or microfiche list shall be delivered to the Trustee pursuant to the Servicing Agreement.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Spiegel Master Trust)
Addition of Additional Accounts. (a) If (i) Dryrock Funding is requiredfrom time to time, Buyer becomes obligated to require Seller to designate Additional Accounts pursuant to Section 2.11(a2.6(a) of the Transfer Servicing Agreement, to designate additional accounts to the Trust, or (ii) Dryrock Funding elects, pursuant to Section 2.11(b) of the Transfer Agreement, to designate additional accounts to the Trust, then in either case Dryrock Funding Buyer shall give Seller written notice thereof to the Seller; provided, however, that such notice shall be provided on or before the third fifth Business Day immediately preceding (the date "Notice Date") prior to the Addition Date therefor and Seller shall on which or before the Addition Date designate sufficient Eligible Accounts to be included as Additional Accounts so that after the inclusion thereof Buyer will be in compliance with the requirements of said Section 2.6(a). Additionally, subject to the limitations, if any, on Buyer's ability to add Additional Accounts under Section 2.6(b) of the Servicing Agreement, from time to time Eligible Accounts may be designated to be included as Additional Accounts, upon the mutual agreement of Buyer and Seller. In either event, Seller is being asked to designate additional accounts. Upon receipt of such notice shall have sole responsibility for selecting the Additional Accounts and shall on or prior to such date on which the Seller is being asked to designate additional accounts, Addition Date therefor execute and deliver a Supplemental Conveyance identifying the Seller shall designate, to the extent it has such accounts, sufficient Eligible Accounts as Additional Accounts by account number and Receivables balance as of the Addition Date, which Supplemental Conveyance shall sell to Dryrock Funding the Purchased Assets related to such Additional Accounts. In addition, at its option and with the consent of Dryrock Funding, the Seller may designate Eligible Accounts as Additional Accounts and sell to Dryrock Funding the Purchased Assets related to such Additional Accountsbe effective upon receipt by Buyer.
(b) On At any time that Receivables in substantially all Eligible Ac counts of any Cycle have been transferred to the Addition Date Trust, then, in accordance with Section 2.6(c) of the Servicing Agreement, on each day that an Eligible Account is added to such Cycle, such Eligible Account shall, until notice from either party hereto to the other to the contrary, automatically be designated to be included as an Additional Account effective as of such date of inclusion in such Cycle. Seller shall on or before five Business Days after the first day of each calendar month next succeeding the Monthly Period of such conveyance execute a Supplemental Conveyance identifying all such Additional Accounts shall become Accountsso designated during the preceding Monthly Period, identifying such Additional Accounts by account number and Dryrock Funding shall purchase the Seller’s right, title and interest in, to and under aggregate amount of the Receivables in such Additional Accounts and the related Purchased Assets as provided in Section 2.01, subject to the satisfaction of such fifth Business Day of the following conditions month.
(c) On or before each Addition Date with respect to Additional Accounts added pursuant to Section 2.2(a) and on such Addition Date:
or before five Business Days after the first day of the Monthly Period next succeeding the calendar month in which Additional Accounts were added pursuant to Section 2.2(b), Seller (i) as of the applicable Selection Date, each Additional Account is an Eligible Account;
(ii) the Seller shall have delivered to Dryrock Funding file-stamped copies of all financing statements (and amendments with respect to such financing statements when applicable) covering such Additional Accounts, if necessary to perfect Dryrock Funding’s interest in the Receivables arising therein and the related Purchased Assets;
(iii) as of the Addition Date, no Insolvency Event with respect to the Seller shall have occurred nor shall the sale of the Receivables arising in the Additional Accounts and the related Purchased Assets to Dryrock Funding have been made in contemplation of the occurrence thereof;
(iv) such designation of Additional Accounts will not, in the reasonable belief of the Seller, have a material adverse effect on Dryrock Funding;
(v) the Seller shall have delivered to Dryrock Funding an Officer’s Certificate of the Seller, dated the Addition Date, confirming, to the extent applicable and in the Seller’s reasonable belief, the items set forth in clauses (i) through (iv) above;
(vi) the Seller shall have indicated indicate in its computer files that the Receivables created in connection with such Additional Accounts and the related Purchased Assets have been sold by Seller to Dryrock Funding and shall have delivered to Dryrock Funding an account schedule with respect to such Additional Accounts Buyer in accordance with Section 2.01(ethis Agreement and transferred by Buyer to the Trust pursuant to the Servicing Agreement, and (ii) which shall supplement deliver to Buyer a computer file or microfiche list containing a true and amend the RPA Account Schedule; and
(vii) the Seller and Dryrock Funding shall have entered into a duly executed, written assignment with respect to such complete list of all Additional Accounts, substantially Accounts designated in the form of Exhibit A (a “respective Supplemental Conveyance”), or, if Buyer shall so direct, such computer file or microfiche list shall be delivered to the Trustee pursuant to the Servicing Agreement. Seller's failure to deliver the list prior to termination shall not be deemed to render such transfer executory or uncompleted.
Appears in 1 contract
Sources: Receivables Purchase Agreement (JCP Receivables Inc)
Addition of Additional Accounts. (a) If (i) Dryrock Funding is requiredfrom time to time, ------------------------------- Buyer becomes obligated to designate Additional Accounts pursuant to Section 2.11(a------- 2.6(a) of the Transfer Agreementand Servicing Agreement (or any other provision thereof ------ calling for compliance with the procedures set forth in such Section 2.6(a)), to designate additional accounts -------------- then Buyer shall give RPA Sellers written notice thereof on or before the Notice Date prior to the TrustAddition Date therefor and RPA Sellers shall on or before the Addition Date designate sufficient Eligible Accounts to be included as Additional Accounts so that after the inclusion thereof Buyer will be in compliance with the requirements of said Section 2.6(a). Additionally, or (ii) Dryrock Funding electssubject -------------- to the limitations, pursuant if any, on Buyer's ability to add Additional Accounts under Section 2.11(b2.6(b) of the Transfer and Servicing Agreement, from time to designate additional accounts time -------------- Eligible Accounts may be designated to be included as Additional Accounts, upon the Trustmutual agreement of Buyer and RPA Sellers. In either event, then in either case Dryrock Funding RPA Sellers shall give written notice thereof to have responsibility for selecting the Seller; provided, however, that such notice Additional Accounts and shall be provided on or before the third Business Day immediately preceding the date on which the Seller is being asked to designate additional accounts. Upon receipt of such notice and on or prior to such date on which the Seller is being asked to designate additional accounts, Addition Date therefore execute and deliver a Supplemental Conveyance identifying the Seller shall designate, to the extent it has such accounts, sufficient Eligible Accounts as Additional Accounts by account number and Receivables balance and Principal Receivables balance as of the Addition Date, which Supplemental Conveyance shall sell to Dryrock Funding the Purchased Assets related to such Additional Accounts. In addition, at its option and with the consent of Dryrock Funding, the Seller may designate Eligible Accounts as Additional Accounts and sell to Dryrock Funding the Purchased Assets related to such Additional Accountsbe effective upon receipt by Buyer.
(b) On the or before each Addition Date such designated with respect to Additional Accounts shall become Accountsadded pursuant to Section 2.2(a), and Dryrock Funding shall purchase the Seller’s right, title and interest in, to and under the Receivables in such Additional Accounts and the related Purchased Assets as provided in Section 2.01, subject to the satisfaction of the following conditions on such Addition Date:
FCNB (i) as of the applicable Selection Date, each Additional Account is an Eligible Account;
(ii) the Seller shall have delivered indicate or cause to Dryrock Funding file-stamped copies of all financing statements (be -------------- indicated in its books and amendments with respect to such financing statements when applicable) covering such Additional Accounts, if necessary to perfect Dryrock Funding’s interest records and in the Receivables arising therein and the related Purchased Assets;
(iii) as of the Addition Date, no Insolvency Event with respect to the Seller shall have occurred nor shall the sale computer files of the Receivables arising in that the Additional Accounts and the related Purchased Assets to Dryrock Funding have been made in contemplation of the occurrence thereof;
(iv) such designation of Additional Accounts will not, in the reasonable belief of the Seller, have a material adverse effect on Dryrock Funding;
(v) the Seller shall have delivered to Dryrock Funding an Officer’s Certificate of the Seller, dated the Addition Date, confirming, to the extent applicable and in the Seller’s reasonable belief, the items set forth in clauses (i) through (iv) above;
(vi) the Seller shall have indicated in its computer files that Receivables created in connection with such Additional Accounts and the related Purchased Assets have been sold to Dryrock Funding and shall have delivered to Dryrock Funding an account schedule with respect to such Additional Accounts Buyer in accordance with Section 2.01(ethis Agreement and transferred by Buyer to the Issuer pursuant to the Transfer and Servicing Agreement, and (ii) which shall supplement deliver or cause to be delivered to Buyer a computer file or microfiche list containing a true and amend complete list of all Additional Accounts designated in the RPA Account Schedule; andrespective Supplemental Conveyance or, if Buyer shall so direct, such computer file or microfiche list shall be delivered to the Owner Trustee pursuant to the Transfer and Servicing Agreement. FCNB's failure to deliver or cause to be delivered the list prior to termination shall not be deemed to render such transfer executory or uncompleted.
(viic) At any time that Receivables in an Eligible Account are required to be transferred to the Seller Issuer pursuant to Section 2.6(e) of the Transfer and Dryrock Funding -------------- Servicing Agreement, such Eligible Account shall, until notice from FCNB or Buyer to the other parties hereto to the contrary, automatically be designated to be included as an Account effective as of the date specified in Section 2.6(e) of the Transfer and Servicing -------------- Agreement. FCNB shall have entered into on or before five Business Days after the first day of each calendar month next succeeding the Monthly Period of such conveyance execute a duly executedSupplemental Conveyance solely for the purposes of confirming the transfer and assignment of such included Accounts under this Section 2.2(c) and -------------- identifying all such included Accounts so designated during the preceding Monthly Period, written assignment with respect by account number and the aggregate amount of the Receivables and the aggregate amount of Principal Receivables in such included Accounts as of such fifth Business Day.
(d) On or before five Business Days after the first day of the Monthly Period next succeeding the calendar month in which Accounts were included pursuant to such Additional AccountsSection 2.2(c), substantially FCNB (i) shall indicate or cause to be indicated in -------------- its books and records and in the form computer files of Exhibit A the Receivables that the Receivables created in connection with such included Accounts have been sold to Buyer in accordance with this Agreement and transferred by Buyer to the Issuer pursuant to the Transfer and Servicing Agreement and (ii) shall deliver or cause to be delivered to Buyer a “computer file or microfiche list containing a true and complete list of all such included Accounts identified in the respective Supplemental Conveyance”), or, if Buyer shall so direct, such computer file or microfiche list shall be delivered to the Owner Trustee pursuant to the Transfer and Servicing Agreement.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Spiegel Master Trust)
Addition of Additional Accounts. (a) If (i) Dryrock Funding the Depositor is required, pursuant to Section 2.11(aSubsection 2.13(a) of the Transfer Agreement, to designate additional accounts to the Trust, or (ii) Dryrock Funding the Depositor elects, pursuant to Section 2.11(bSubsection 2.13(b) of the Transfer Agreement, to designate additional accounts to the Trust, then in either case Dryrock Funding the Depositor shall give written notice thereof to the SellerTD; provided, however, that such notice shall be provided on or before the third fifth (5th) Business Day immediately preceding the date on which the Seller is being asked to designate additional accountsrelated addition date. Upon receipt of such notice and on or prior to such date on which the Seller is being asked to addition date, TD shall designate additional accounts, the Seller shall designate, to the extent it has such accounts, sufficient Eligible Accounts as Additional Accounts and shall sell to Dryrock Funding the Depositor the Purchased Assets related to such Additional Accounts. In addition, at its option and with the consent of Dryrock Fundingthe Depositor, the Seller TD may designate Eligible Accounts as Additional Accounts and sell to Dryrock Funding the Depositor the Purchased Assets related to such Additional Accounts.
(b) On the Addition Date with respect to any designation of Additional Accounts, such designated Additional Accounts shall become Accounts, and Dryrock Funding the Depositor shall purchase the SellerTD’s right, title and interest in, to and under the Receivables in such Additional Accounts and the related Purchased Assets as provided in Section 2.01, subject to the satisfaction of the following conditions on such Addition Date:
(i) as of the applicable Selection Date, each Additional Account is shall be an Eligible Account;
(ii) the Seller TD shall have delivered to Dryrock Funding file-stamped the Depositor copies of all financing statements (and amendments with respect to such financing statements when applicable) under each applicable PPSA, other than the Civil Code of Québec, covering such Additional Accounts, if necessary to perfect Dryrock Fundingthe Depositor’s interest in transfer of the Receivables arising therein and the related Purchased Assets;
(iii) to the extent required by Section 2.1 of the Servicing Agreement, TD shall have deposited, or shall have caused the Servicer to deposit, into the Collection Account all Collections with respect to such Additional Accounts since the applicable Addition Cut-Off Date;
(iv) as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Seller TD shall have occurred nor shall the sale of the Receivables arising in the Additional Accounts and the related Purchased Assets to Dryrock Funding the Depositor have been made in contemplation of the occurrence thereof;
(ivv) such designation of Additional Accounts addition will not, in the reasonable belief of the SellerTD, have a material adverse effect on Dryrock Fundingthe Depositor;
(vvi) the Seller TD shall have delivered to Dryrock Funding the Depositor an Officer’s Certificate of the SellerTD, dated the Addition Date, confirming, to the extent applicable and in the SellerTD’s reasonable belief, the items set forth in clauses (i) through (ivv) above;
(vivii) the Seller TD shall have indicated in its computer files that Receivables created in connection with such Additional Accounts and the related Purchased Assets have been sold to Dryrock Funding the Depositor and shall have delivered to Dryrock Funding an account schedule the Depositor the Account Schedule with respect to such Additional Accounts in accordance with Section 2.01(e) which shall supplement and amend the RPA Account Schedule; andSubsection 2.01(b);
(viiviii) TD and the Seller and Dryrock Funding Depositor shall have entered into a duly executed, written assignment with respect to such Additional Accountsassignment, substantially in the form of Exhibit A (a an “Additional Account Supplemental Conveyance”); and
(ix) if the designated Additional Accounts include Quebec Accounts, TD and the Depositor shall enter into, concurrently with the related Additional Account Supplemental Conveyance, a Quebec Assignment substantially in the same form as the Quebec Assignment entered into on the Closing Date.
(c) On or before the tenth Business Day following each Addition Date with respect to any Additional Accounts which include Quebec Accounts, TD shall deliver to the Depositor (i) a copy of the certified statement of registration referred to in Subsection 2.01(b)(v) relating to the Quebec Assignment entered into on the related Addition Date, and (ii) an opinion of counsel to TD pertaining to the related Quebec Assignment, substantially the same in scope and substance as the opinions provided in respect of the Quebec Assignment entered into on the Closing Date, including as to its enforceability and its opposability pursuant to Article 1642 of the Civil Code of Québec.
Appears in 1 contract
Sources: Receivables Purchase Agreement
Addition of Additional Accounts. (a) If If, from time to time, the Corporation becomes obligated to designate Additional Accounts (ias such term is defined in the Pooling and Servicing Agreement) Dryrock Funding is required, pursuant to Section 2.11(asubsection 2.09(a) of the Transfer Pooling and Servicing Agreement, to designate additional accounts to then the TrustCorporation may, or (ii) Dryrock Funding electsat its option, pursuant to Section 2.11(b) of give the Transfer Agreement, to designate additional accounts to the Trust, then in either case Dryrock Funding shall give Account Owner written notice thereof to the Seller; provided, however, that such notice shall be provided on or before the third tenth Business Day immediately preceding (the date on which "Addition Notice Date") prior to the Seller is being asked to designate additional accounts. Upon Addition Date therefor, and upon receipt of such notice and the Account Owner shall on or prior to such date on which before the Seller is being asked to Addition Date, designate additional accounts, the Seller shall designate, to the extent it has such accounts, sufficient Eligible Accounts to be included as Additional Accounts so that after the inclusion thereof the Corporation will be in compliance with the requirements of said subsection 2.09(a). Additionally, subject to subsection 2.02(b) hereof, from time to time Eligible Accounts may be designated to be included as Additional Accounts, upon the mutual agreement of the Corporation and the Account Owner. In either event, the Account Owner shall have sole responsibility for selecting the Additional Accounts and shall sell to Dryrock Funding determine and notify the Purchased Assets related to such Additional Accounts. In addition, at its option and Corporation of the Addition Cut-Off Date with the consent of Dryrock Funding, the Seller may designate Eligible Accounts as Additional Accounts and sell to Dryrock Funding the Purchased Assets related respect to such Additional Accounts.
(b) On the Addition Date such designated with respect to any designation of Additional Accounts shall become Accounts, and Dryrock Funding the Corporation shall purchase the Seller’s Account Owner's right, title and interest in, to and under the Receivables in Additional Accounts (as of the Addition Cut-Off Date) (and such Additional Accounts and the related Purchased Assets as provided in Section 2.01shall be deemed to be Accounts for purposes of this Agreement), subject to the satisfaction of the following conditions on such Addition Dateconditions:
(i) as of the applicable Selection Date, each all Additional Account is an Accounts shall be Eligible AccountAccounts;
(ii) the Seller Account Owner shall have delivered to Dryrock Funding file-stamped the Account Owner copies of all UCC-1 financing statements (and amendments with respect to such financing statements when applicable) covering such Additional Accounts, if necessary to perfect Dryrock Funding’s interest in the Corporation's ownership of the Receivables arising therein and the related Purchased Assetstherein;
(iii) to the extent required of the Corporation by Section 4.03 of the Pooling and Servicing Agreement, the Account Owner shall have deposited in the Collection Account all Collections with respect to such Additional Accounts since the Addition Cut-Off Date;
iv) as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Seller Account Owner shall have occurred nor shall the sale transfer to the Corporation of the Receivables arising in the Additional Accounts and the related Purchased Assets to Dryrock Funding have been made in contemplation of the occurrence thereof;
(iv) such designation of Additional Accounts will not, in the reasonable belief of the Seller, have a material adverse effect on Dryrock Funding;
(v) the Seller Account Owner shall have delivered to Dryrock Funding the Corporation an Officer’s Certificate of the Seller's Certificate, dated the Addition Date, (a) stating that, as of the applicable Addition Cut-Off Date, the Additional Accounts are all Eligible Accounts (b) confirming, to the extent applicable and in the Seller’s reasonable beliefapplicable, the items set forth in clauses (iii) through (iv) above;
; and (vic) stating that the Seller shall have indicated Account Owner reasonably believes that the addition to the Trust of the Receivables arising in its computer files that Receivables created in connection with such the Additional Accounts and will not based on the related Purchased Assets have been sold to Dryrock Funding and shall have delivered to Dryrock Funding an account schedule with respect facts known to such Additional Accounts in accordance with Section 2.01(e) which shall supplement and amend officer at the RPA Account Schedule; and
(vii) the Seller and Dryrock Funding shall have entered into a duly executedtime of such addition, written assignment with respect then or thereafter cause an Adverse Effect to such Additional Accounts, substantially in the form of Exhibit A (a “Supplemental Conveyance”)occur.
Appears in 1 contract
Sources: Receivables Transfer Agreement (Travelers Bank Credit Card Master Trust I)
Addition of Additional Accounts. (a) If (i) Dryrock Funding is requiredfrom time to time, ------------------------------- Buyer becomes obligated to designate Additional Accounts pursuant to Section 2.11(a------- 2.6(a) of the Transfer Agreementand Servicing Agreement (or any other provision thereof ------ calling for compliance with the procedures set forth in such Section 2.6(a)), to designate additional accounts --------------- then Buyer shall give RPA Sellers written notice thereof on or before the Notice Date prior to the TrustAddition Date therefor and RPA Sellers shall on or before the Addition Date designate sufficient Eligible Accounts to be included as Additional Accounts so that after the inclusion thereof Buyer will be in compliance with the requirements of said Section 2.6(a). Additionally, or (ii) Dryrock Funding electssubject -------------- to the limitations, pursuant if any, on Buyer's ability to add Additional Accounts under Section 2.11(b2.6(b) of the Transfer and Servicing Agreement, from time to designate additional accounts time -------------- Eligible Accounts may be designated to be included as Additional Accounts, upon the Trustmutual agreement of Buyer and RPA Sellers. In either event, then in either case Dryrock Funding RPA Sellers shall give written notice thereof to have responsibility for selecting the Seller; provided, however, that such notice Additional Accounts and shall be provided on or before the third Business Day immediately preceding the date on which the Seller is being asked to designate additional accounts. Upon receipt of such notice and on or prior to such date on which the Seller is being asked to designate additional accounts, Addition Date therefore execute and deliver a Supplemental Conveyance identifying the Seller shall designate, to the extent it has such accounts, sufficient Eligible Accounts as Additional Accounts by account number and Receivables balance and Principal Receivables balance as of the Addition Date, which Supplemental Conveyance shall sell to Dryrock Funding the Purchased Assets related to such Additional Accounts. In addition, at its option and with the consent of Dryrock Funding, the Seller may designate Eligible Accounts as Additional Accounts and sell to Dryrock Funding the Purchased Assets related to such Additional Accountsbe effective upon receipt by Buyer.
(b) On the or before each Addition Date such designated with respect to Additional Accounts shall become Accountsadded pursuant to Section 2.2(a), and Dryrock Funding shall purchase the Seller’s right, title and interest in, to and under the Receivables in such Additional Accounts and the related Purchased Assets as provided in Section 2.01, subject to the satisfaction of the following conditions on such Addition Date:
FCNB (i) as of the applicable Selection Date, each Additional Account is an Eligible Account;
(ii) the Seller shall have delivered indicate or cause to Dryrock Funding file-stamped copies of all financing statements (be -------------- indicated in its books and amendments with respect to such financing statements when applicable) covering such Additional Accounts, if necessary to perfect Dryrock Funding’s interest records and in the Receivables arising therein and the related Purchased Assets;
(iii) as of the Addition Date, no Insolvency Event with respect to the Seller shall have occurred nor shall the sale computer files of the Receivables arising in that the Additional Accounts and the related Purchased Assets to Dryrock Funding have been made in contemplation of the occurrence thereof;
(iv) such designation of Additional Accounts will not, in the reasonable belief of the Seller, have a material adverse effect on Dryrock Funding;
(v) the Seller shall have delivered to Dryrock Funding an Officer’s Certificate of the Seller, dated the Addition Date, confirming, to the extent applicable and in the Seller’s reasonable belief, the items set forth in clauses (i) through (iv) above;
(vi) the Seller shall have indicated in its computer files that Receivables created in connection with such Additional Accounts and the related Purchased Assets have been sold to Dryrock Funding and shall have delivered to Dryrock Funding an account schedule with respect to such Additional Accounts Buyer in accordance with Section 2.01(ethis Agreement and transferred by Buyer to the Issuer pursuant to the Transfer and Servicing Agreement, and (ii) which shall supplement deliver or cause to be delivered to Buyer a computer file or microfiche list containing a true and amend complete list of all Additional Accounts designated in the RPA Account Schedule; andrespective Supplemental Conveyance or, if Buyer shall so direct, such computer file or microfiche list shall be delivered to the Owner Trustee pursuant to the Transfer and Servicing Agreement. FCNB's failure to deliver or cause to be delivered the list prior to termination shall not be deemed to render such transfer executory or uncompleted.
(viic) At any time that Receivables in an Eligible Account are required to be transferred to the Seller Issuer pursuant to Section 2.6(e) of the Transfer and Dryrock Funding -------------- Servicing Agreement, such Eligible Account shall, until notice from FCNB or Buyer to the other parties hereto to the contrary, automatically be designated to be included as an Account effective as of the date specified in Section 2.6(e) of the Transfer and Servicing -------------- Agreement. FCNB shall have entered into on or before five Business Days after the first day of each calendar month next succeeding the Monthly Period of such conveyance execute a duly executedSupplemental Conveyance solely for the purposes of confirming the transfer and assignment of such included Accounts under this Section 2.2(c) and -------------- identifying all such included Accounts so designated during the preceding Monthly Period, written assignment with respect by account number and the aggregate amount of the Receivables and the aggregate amount of Principal Receivables in such included Accounts as of such fifth Business Day.
(d) On or before five Business Days after the first day of the Monthly Period next succeeding the calendar month in which Accounts were included pursuant to such Additional AccountsSection 2.2(c), substantially FCNB (i) shall indicate or cause to be indicated in -------------- its books and records and in the form computer files of Exhibit A the Receivables that the Receivables created in connection with such included Accounts have been sold to Buyer in accordance with this Agreement and transferred by Buyer to the Issuer pursuant to the Transfer and Servicing Agreement and (ii) shall deliver or cause to be delivered to Buyer a “computer file or microfiche list containing a true and complete list of all such included Accounts identified in the respective Supplemental Conveyance”), or, if Buyer shall so direct, such computer file or microfiche list shall be delivered to the Owner Trustee pursuant to the Transfer and Servicing Agreement.
Appears in 1 contract