Common use of Administration and Collection Clause in Contracts

Administration and Collection. 23 Section 5.1 Designation of Sub-Servicer 23 Section 5.2 Duties of Sub-Servicer 24 Section 5.3 Collection Rights 25 Section 5.4 Responsibilities of the Sub-Servicer and Originators 26 Section 5.5 Reports 26 Section 5.6 Sub-Servicer Fee 26 ARTICLE VI AMORTIZATION EVENTS 26 Section 6.1 Amortization Events 26 Section 6.2 Remedies 28 ARTICLE VII INDEMNIFICATION 28 Section 7.1 INDEMNITIES BY KNEI 28 Section 7.2 Other Costs and Expenses 33 Section 7.3 LIABILITY OF ADDITIONAL ORIGINATORS TO KNEI AND INDEMNIFIED PARTIES 33 ARTICLE VIII MISCELLANEOUS 33 Section 8.1 Waivers and Amendments 33 Section 8.2 Notices 34 Section 8.3 Protection of Ownership Interests of Buyer 34 Section 8.4 Confidentiality 35 Section 8.5 Bankruptcy Petition 35 Section 8.6 CHOICE OF LAW 36 Section 8.7 CONSENT TO JURISDICTION 36 Section 8.8 WAIVER OF JURY TRIAL 36 Section 8.9 Integration; Binding Effect; Survival of Terms 37 Section 8.10 Counterparts; Severability; Section References 37 Exhibits and Schedules Exhibit I - Definitions Exhibit II - Places of Business; Locations of Records; Federal Employer Identification Number(s); Other Names Exhibit III - Lock-Boxes; Collection Accounts; Collection Banks Exhibit IV - Form of Compliance Certificate Exhibit V - Credit and Collection Policy Exhibit VI - Form of Subscription Agreement Exhibit VII - Form of Subordinated Note Exhibit VIII - Form of Joinder Supplement Exhibit IX - Form of Performance Guaranty Schedule A List of Documents to Be Delivered to Buyer Prior to the Purchase RECEIVABLES SALE AGREEMENT THIS RECEIVABLES SALE AGREEMENT, dated as of September 28, 1999, is by and between K N Energy, Inc., a Kansas corporation ("KNEI"), and certain Additional Originators as specified herein (KNEI and the Additional Originators, each an "Originator," collectively "Originators") and KN 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.

Administration and Collection. 23 Section 5.1 8.1 Designation of Sub-Servicer 23 Section 5.2 8.2 Duties of Sub-Servicer 24 Section 5.3 8.3 Collection Rights Notices 25 Section 5.4 8.4 Responsibilities of the Sub-Servicer and Originators Seller 26 Section 5.5 8.5 Reports 26 Section 5.6 Sub-Servicer Fee 8.6 Servicing Fees 26 ARTICLE VI IX AMORTIZATION EVENTS 26 Section 6.1 9.1 Amortization Events 26 Section 6.2 9.2 Remedies 28 29 ARTICLE VII X INDEMNIFICATION 28 29 Section 7.1 10.1 INDEMNITIES BY KNEI 28 SELLER 29 Section 7.2 Other Costs 10.2 Increased Cost and Expenses Reduced Return 33 Section 7.3 LIABILITY OF ADDITIONAL ORIGINATORS TO KNEI 10.3 OTHER COSTS AND INDEMNIFIED PARTIES 33 EXPENSES 34 ARTICLE VIII XI THE AGENT 34 Section 11.1 Authorization and Action 34 Section 11.2 Delegation of Duties 35 Section 11.3 Exculpatory Provisions 35 Section 11.4 Reliance by Agent 35 Section 11.5 Non-Reliance on Agent and Other Purchasers 36 Section 11.6 Reimbursement and Indemnification 36 Section 11.7 Agent in its Individual Capacity 36 Section 11.8 Successor Agent 36 ARTICLE XII ASSIGNMENTS; PARTICIPATIONS 37 Section 12.1 Assignments 37 Section 12.2 Participations 38 ARTICLE XIII LIQUIDITY FACILITY 38 Section 13.1 Transfer to Financial Institutions 38 Section 13.2 Transfer Price Reduction Yield 39 Section 13.3 Payments to Conduits 39 Section 13.4 Limitation on Commitment to Purchase from Conduits 39 Section 13.5 Defaulting Financial Institutions 39 Section 13.6 Terminating Financial Institutions 40 ARTICLE XIV MISCELLANEOUS 33 41 Section 8.1 14.1 Waivers and Amendments 33 41 Section 8.2 14.2 Notices 34 42 Section 8.3 14.3 Ratable Payments 42 Section 14.4 Protection of Ownership Interests of Buyer 34 the Purchasers 42 Section 8.4 14.5 Confidentiality 35 43 Section 8.5 14.6 Bankruptcy Petition 35 44 Section 8.6 14.7 Limitation of Liability 44 Section 14.8 CHOICE OF LAW 36 44 Section 8.7 14.9 CONSENT TO JURISDICTION 36 44 Section 8.8 14.10 WAIVER OF JURY TRIAL 36 45 Section 8.9 14.11 Integration; Binding Effect; Survival of Terms 37 45 Section 8.10 14.12 Counterparts; Severability; Section References 37 Exhibits and Schedules 45 Section 14.13 Bank One Roles 45 Section 14.14 Characterization 46 EXHIBITS AND SCHEDULES Exhibit I - Definitions Exhibit II - Form of Purchase Notice Exhibit III Places of BusinessBusiness of the Seller Parties; Locations of Records; Federal Employer Identification Number(s); Other ) Exhibit IV Names Exhibit III - Lock-Boxesof Collection Banks; Collection Accounts; Collection Banks Accounts Exhibit IV - V Form of Compliance Certificate Exhibit V - VI Form of Collection Account Agreement Exhibit VII Form of Assignment Agreement Exhibit VIII Credit and Collection Policy Exhibit VI - IX Form of Subscription Agreement Contract(s) Exhibit VII - X Form of Subordinated Note Exhibit VIII - Form of Joinder Supplement Exhibit IX - Form of Performance Guaranty Monthly Report Schedule A List Commitments of Financial Institutions Schedule B Documents to Be be Delivered to Buyer Prior to the Agent RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase RECEIVABLES SALE AGREEMENT THIS RECEIVABLES SALE AGREEMENT, Agreement dated as of September 28, 1999, 1999 is by and between K N Energy, Inc., a Kansas corporation ("KNEI"), and certain Additional Originators as specified herein (KNEI and the Additional Originators, each an "Originator," collectively "Originators") and among KN Receivables Corporation, a Delaware corporation ("BuyerSeller"), the funding entities listed on Schedule A to this Agreement (together with any of their respective successors and assigns hereunder, the "Financial Institutions"), Falcon Asset Securitization Company ("FALCON") and International Securitization Corporation ("ISC"), (FALCON and ISC each being referred to individually as a "Conduit" and collectively as the "Conduits," and together with the Financial Institutions, the "Purchasers") and Bank One, NA, as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the "Agent"). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.

Administration and Collection. 23 Section 5.1 8.1 Designation of Sub-Servicer 23 26 Section 5.2 8.2 Duties of Sub-Servicer 24 26 Section 5.3 8.3 Collection Rights 25 Notices 28 Section 5.4 8.4 Responsibilities of the Sub-Servicer and Originators 26 Seller 28 Section 5.5 8.5 Reports 26 28 Section 5.6 Sub-Servicer Fee 26 ARTICLE VI AMORTIZATION EVENTS 26 8.6 Servicing Fees 28 Section 6.1 9.1 Amortization Events 26 29 Section 6.2 9.2 Remedies 28 ARTICLE VII INDEMNIFICATION 28 30 Section 7.1 INDEMNITIES BY KNEI 28 10.1 Indemnities by the Seller Parties 31 Section 7.2 10.2 Increased Cost and Reduced Return 34 Section 10.3 Other Costs and Expenses 33 34 Section 7.3 LIABILITY OF ADDITIONAL ORIGINATORS TO KNEI AND INDEMNIFIED PARTIES 33 ARTICLE VIII MISCELLANEOUS 33 10.4 Allocations 35 Section 8.1 11.1 Authorization and Action 35 Section 11.2 Delegation of Duties 36 Section 11.3 Exculpatory Provisions 36 Section 11.4 Reliance by Agents 36 Section 11.5 Non-Reliance on Agents and Other Purchasers 37 Section 11.6 Reimbursement and Indemnification 37 Section 11.7 Each of the Agents and Fifth Third in its Individual Capacity 38 Section 11.8 Successor Administrative Agent 38 Section 12.1 Assignments 38 Section 12.2 Participations 39 Section 13.1 Transfer to Financial Institutions 40 Section 13.2 Transfer Price Reduction Yield 40 Section 13.3 Payments to Falcon 41 Section 13.4 Limitation on Commitment to Purchase from Falcon 41 Section 13.5 Defaulting Financial Institutions 41 Section 13.6 Terminating Financial Institutions 42 Section 14.1 Waivers and Amendments 33 43 Section 8.2 14.2 Notices 34 44 Section 8.3 14.3 Ratable Payments 44 Section 14.4 Protection of Ownership Interests of Buyer 34 the Purchasers 44 Section 8.4 14.5 Confidentiality 35 45 Section 8.5 14.6 Bankruptcy Petition 35 46 Section 8.6 14.7 Limitation of Liability 46 Section 14.8 CHOICE OF LAW 36 46 Section 8.7 14.9 CONSENT TO JURISDICTION 36 46 Section 8.8 14.10 WAIVER OF JURY TRIAL 36 47 Section 8.9 14.11 Integration; Binding Effect; Survival of Terms 37 47 Section 8.10 14.12 Counterparts; Severability; Section References 37 Exhibits and Schedules 47 Section 14.13 Bank One, NA Roles 47 Section 14.14 Characterization 48 Exhibit I - Definitions Exhibit II - Form of Purchase Notice Exhibit III Chief Executive Office and Places of BusinessBusiness of the Seller; Locations of Records; Federal Employer Identification Number(s); Other Number and Organizational Identification Number Exhibit IV Names Exhibit III - Lock-Boxesof Collection Banks; Collection Accounts; Collection Banks Accounts Exhibit IV - V Form of Compliance Certificate Exhibit V - VI Form of Collection Account Agreement Exhibit VII Form of Assignment Agreement Exhibit VIII Credit and Collection Policy of Each Originator Exhibit VI - IX Form of Subscription Agreement Invoice(s) Exhibit VII - X Form of Subordinated Note Exhibit VIII - Form of Joinder Supplement Exhibit IX - Form of Performance Guaranty Monthly Report Schedule A List of Commitments and Liquidity Commitments Schedule B Documents to Be be Delivered to Buyer Prior the Administrative Agent on or prior to the Initial Purchase THIS AMENDED AND RESTATED RECEIVABLES SALE PURCHASE AGREEMENT THIS RECEIVABLES SALE AGREEMENT, dated as of September 28November 20, 19992003 is among Convergys Funding Corporation, is by an Ohio corporation (“Seller”), Convergys Corporation, an Ohio corporation (“Convergys”), as initial Servicer (the Servicer together with Seller, the “Seller Parties” and between K N Energy, Inc.each, a Kansas “Seller Party”), the funding entities (other than Fifth Third) listed on Schedule A to this Agreement (together with their respective successors and assigns hereunder, the “Financial Institutions”), Fifth Third Bank, an Ohio banking corporation ("KNEI"“Fifth Third”), and certain Additional Originators as specified herein Falcon Asset Securitization Corporation (KNEI and the Additional Originators, each an "Originator," collectively "Originators"“Falcon”) and KN Receivables CorporationBank One, a Delaware corporation NA, with its main office in Chicago, Illinois, as agent and administrator for Falcon ("Buyer"in such capacity, together with its successors, the “Falcon Agent”) and as agent for the Purchasers hereunder (together with its successors and assigns hereunder, the “Administrative Agent”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall will have the meanings assigned to such terms in Exhibit I.I. This Agreement amends and restates in its entirety that certain Receivables Purchase Agreement dated as of September 28, 1999, as amended from time to time prior to the date hereof, by and among the parties hereto other than Fifth Third (the “Existing Agreement”).

Administration and Collection. 23 Section 5.1 Designation 8.1 General Duties of Sub-the Servicer 23 Section 5.2 Duties 8.2 Collection of Sub-Servicer Receivables Payments 24 Section 5.3 Collection Rights 8.3 Realization Upon Liquidating Receivables 25 Section 5.4 Responsibilities 8.4 Maintenance of Insurance Policies 26 Section 8.5 Maintenance of Security Interests in Vehicles 26 Section 8.6 Total and Supplemental Servicing Fees; Payment of Certain Expenses by Servicer 26 Section 8.7 Monthly Advances 26 Section 8.8 Additional Deposits 27 Section 8.9 Annual Statement as to Compliance 27 Section 8.10 Annual Independent Accountants' Report 27 Section 8.11 Assignment of Administrative Receivables and Warranty Receivables 28 Section 8.12 Collection Account 28 Section 8.13 Delegation of Duties 29 Section 8.14 Servicer Not to Resign 29 Section 8.15 Agent to Act; Appointment of Successor 29 Section 8.16 Merger or Consolidation of or Assumption of the Sub-Obligations of, the Servicer 30 ARTICLE IX SERVICER DEFAULTS 30 Section 9.1 Servicer Defaults 30 Section 9.2 Remedies 31 ARTICLE X INDEMNIFICATION 33 Section 10.1 Indemnities by the Seller Parties 33 Section 10.2 Increased Cost and Originators 26 Reduced Return 36 Section 5.5 Reports 26 Section 5.6 Sub-Servicer Fee 26 ARTICLE VI AMORTIZATION EVENTS 26 Section 6.1 Amortization Events 26 Section 6.2 Remedies 28 ARTICLE VII INDEMNIFICATION 28 Section 7.1 INDEMNITIES BY KNEI 28 Section 7.2 10.3 Other Costs and Expenses 33 36 ARTICLE XI THE AGENT 37 Section 7.3 LIABILITY OF ADDITIONAL ORIGINATORS TO KNEI AND INDEMNIFIED PARTIES 33 11.1 Authorization and Action 37 Section 11.2 Delegation of Duties 37 Section 11.3 Exculpatory Provisions 37 Section 11.4 Reliance by Agent 38 Section 11.5 Non-Reliance on Agent and Other Purchasers 38 Section 11.6 Reimbursement and Indemnification 38 Section 11.7 Agent in its Individual Capacity 39 Section 11.8 Successor Agent 39 ARTICLE VIII XII ASSIGNMENTS; PARTICIPATIONS 39 Section 12.1 Assignments 39 Section 12.2 Participations 40 ARTICLE XIII LIQUIDITY FACILITY 40 Section 13.1 Transfer to Financial Institutions 41 Section 13.2 Transfer Price Reduction Yield 41 Section 13.3 Payments to any Company 41 Section 13.4 Limitation on Commitment to Purchase from any Company 41 Section 13.5 Defaulting Financial Institutions 42 Section 13.6 Terminating Financial Institutions 42 ARTICLE XIV MISCELLANEOUS 33 43 Section 8.1 14.1 Waivers and Amendments 33 43 Section 8.2 14.2 Notices 34 44 Section 8.3 14.3 Ratable Payments 45 Section 14.4 Protection of Ownership Interests of Buyer 34 the Purchasers 45 Section 8.4 14.5 Confidentiality 35 46 Section 8.5 14.6 Bankruptcy Petition 35 46 Section 8.6 14.7 Limitation of Liability 46 Section 14.8 CHOICE OF LAW 36 47 Section 8.7 14.9 CONSENT TO JURISDICTION 36 47 Section 8.8 14.10 WAIVER OF JURY TRIAL 36 47 Section 8.9 14.11 Integration; Binding Effect; Survival of Terms 37 47 Section 8.10 14.12 Counterparts; Severability; Section References 37 Exhibits and Schedules 48 Section 14.13 Bank One Roles 48 Section 14.14 Characterization 48 Section 14.15 Non-Recourse Obligations 49 Exhibit I - Definitions Exhibit II - Places of BusinessBusiness of the Seller Parties; Locations of Records; Federal Employer Identification Number(s); Other Names ) Exhibit III - Lock-Boxes; Collection Accounts; Collection Banks Form of Assignment Agreement Exhibit IV - Form of Compliance Certificate Contract(s) Exhibit V - Credit and Collection Policy Exhibit VI - Form of Subscription Monthly Report NAVISTAR FINANCIAL RETAIL RECEIVABLES CORPORATION RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement Exhibit VII - Form of Subordinated Note Exhibit VIII - Form of Joinder Supplement Exhibit IX - Form of Performance Guaranty Schedule A List of Documents to Be Delivered to Buyer Prior to the Purchase RECEIVABLES SALE AGREEMENT THIS RECEIVABLES SALE AGREEMENT, dated as of September 28November 12, 1999, is by and between K N Energy, Inc., a Kansas corporation ("KNEI"), and certain Additional Originators as specified herein (KNEI and the Additional Originators, each an "Originator," collectively "Originators") and KN among Navistar Financial Retail Receivables Corporation, a Delaware corporation ("BuyerSeller" or "NFRRC"), Navistar Financial Corporation, a Delaware corporation ("NFC"), as Servicer (the Servicer together with the Seller, the "Seller Parties" and each a "Seller Party"), the funding entities listed on Schedule A to this Agreement (together with their respective successors and assigns hereunder, the "Financial Institutions"), International Securitization Corporation ("ISC"), Falcon Asset Securitization Corporation ("FALCON") (ISC and FALCON each singly, a "Company" and collectively, the "Companies"), and Bank One, NA (Main Office Chicago), as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the "Agent") and as Securities Intermediary. Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.