Common use of Contribution of Receivables Clause in Contracts

Contribution of Receivables. (a) On the Execution Date, the Contributor shall pay to the Company U.S. $100.00 in consideration for the option to exercise its rights under this Agreement, which option shall, if not exercised, expire 30 days after the Execution Date. The Contributor may exercise its rights hereunder, subject to the terms and conditions of this Agreement, by paying an additional U.S. $100.00 to the Company on the Closing Date or any day thereafter (the date on which such additional US $100 is paid being the "Initial Contribution Date"). On the Initial Contribution Date and on any Business Day thereafter, the Contributor shall contribute, transfer, assign, and convey, without recourse (except as expressly provided herein), to the Company as a capital contribution to the Company (which the Company shall accept), all of its present and future right, title and interest in, to and under: (i) all Eligible Receivables originated by the Contributor from time to time prior to but not including the date on which an Early Program Termination occurs, or an Early Originator Termination occurs with respect to the Contributor, pursuant to and as indicated in the Originator Daily Report (substantially in the form of Schedule 1 to this Agreement) and transmitted to the Master Servicer and included in the Daily Report generated by the Master Servicer and transmitted in accordance with the Transaction Documents electronically, or if electronic means are not immediately available, by telecopier, on the applicable date of contribution, (any such date a "Contribution Date") in which event such electronic copy to be provided as soon as possible thereafter; (ii) all Eligible Receivables purchased by the Contributor from an Originator on the Contribution Date pursuant to the terms of an Origination Agreement from time to time prior to but not including the date on which an Early Originator Termination occurs pursuant to the related Origination Agreement, or an Early Program Termination occurs, and as indicated, for purposes of the relevant Receivables Purchase Agreement, in the Originator Daily Report prepared and/or transmitted in accordance with the terms of the relevant Receivables Purchase Agreement; (iii) the Related Property; (iv) all collections in respect of the Receivables; (v) all rights (including rescission, replevin or reclamation) of the Contributor relating to any Receivable or arising therefrom; and (vi) all rights of the Contributor under each of the Receivables Purchase Agreements including, in respect of each such agreement, (A) all rights of the Contributor to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Contributor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Contributor for damages arising out of or for breach of or default under such agreement, (D) the right of the Contributor to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Contributor under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Contributor at law or in equity), including the rights of the Contributor to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith; and (vii) all proceeds of or payments in respect of any and all of the foregoing clauses (i) through (iv) (including Collections). Such property described in the foregoing clauses (i) through (vii) shall be referred to collectively herein as the "Receivable Assets" and shall be ----------------- considered to be assets that have been contributed, transferred, assigned, set over and otherwise conveyed by the Contributor to the Company immediately upon completion of the purchase of any Receivables referred to in Section 2.01(a) (ii) above, in accordance with the terms of any Origination Agreement, and in relation to those Receivables referred to in Section 2.01(a)(i) above, upon delivery to the Company of a Daily Report substantially in the form set forth in Schedule 1 to this Agreement. (b) The Contributor and the Company hereby acknowledge and agree that it is their mutual intent that (a) every transfer by way of capital contribution of Receivable Assets to the Company hereunder shall be an absolute, unconditional, "true" conveyance and not a mere granting of a security interest to secure a loan to or from the Company, (b) the Contributor shall not retain any interest in the Receivable Assets after the contribution thereof hereunder, (c) the Receivables originated, or purchased from an Originator, by the Contributor shall not be part of the Contributor's insolvency or bankruptcy estate in the event an insolvency or delinquency proceeding or a bankruptcy petition or other action shall be commenced or filed by or against the Contributor under any insolvency or bankruptcy law and (d) the Receivables originated by any Originator shall not be part of such Originator's insolvency or bankruptcy estate in the event an insolvency or delinquency proceeding or a bankruptcy or other action shall be commenced or filed by or against such Originator under any insolvency or bankruptcy law. In the event, however, that notwithstanding such intent and agreement, such transfers are deemed by any relevant Governmental Authority for any reason whatsoever, whether for limited purposes or otherwise, to be a security interest granted to secure indebtedness of the Contributor, the Contributor shall be deemed to have granted to the Company a perfected first priority security interest under Article 9 of the UCC in the applicable jurisdiction in all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, and wherever located, the Receivables originated or purchased by the Contributor and the other Receivable Assets related to such Receivables and this Agreement shall constitute a security agreement under applicable law, securing the repayment of the amounts paid hereunder, subject to the other terms and conditions of this Agreement, together with such other obligations or interests as may arise hereunder in favor of the parties hereto. (c) In connection with any transfer, assignment, conveyance and contribution pursuant to subsection 2.01(a), the Contributor hereby agrees to ------------------ record and file, or cause to be recorded and filed, at its own expense, financing statements or other similar filings (and continuation statements with respect to such financing statements or other similar filings when applicable), (i) with respect to the Receivables and (ii) with respect to any other Receivable Assets for which an assignment or the creation of a security interest (as defined in the applicable UCC or other similar applicable laws, legislation or statute) may be perfected under the applicable UCC or other applicable laws, legislation or statute by such filing, in each case meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect and maintain the perfection of the transfer, assignment, conveyance and contribution of such Receivables and any other Receivable Assets related to such Receivables to the Company, and to deliver to the Company (a) on or prior to the Initial Contribution Date (but after the Execution Date) a photocopy, certified by a Responsible Officer of the Contributor to be a true and correct copy, of each such financing statement or other filing to be made on or prior to the Initial Contribution Date and (b) within ten (10) days after the Initial Contribution Date a file-stamped copy or certified statement of such financing statement (or the similar filing) or other evidence of such filing. (d) In connection with the transfer, assignment, conveyance and contribution pursuant to subsection 2.01(a), the Contributor agrees at its own ------------------ expense, with respect to the Receivables, that it will or will cause, as agent of the Company, (A) (i) on the Initial Contribution Date and thereafter, direct (or cause the Master Servicer to direct) each Originator to identify on its extraction records relating to Receivables from its master database of receivables, that the Receivables and all other Receivable Assets related thereto have been transferred, assigned, conveyed and contributed to the Company in accordance with this Agreement and (ii) acknowledge, deliver or transmit or cause to be delivered or transmitted to the Master Servicer a Daily Report containing at least the information specified in Schedule 1 hereto as to all such Receivables, as of the applicable date of contribution and (B) use its reasonable best efforts to cause the applicable Originator of the Receivables purchased by the Contributor to (i) on the Initial Contribution Date and thereafter to identify on its extraction records relating to Receivables from its master database of receivables, that all such Receivables and all other Receivable Assets related thereto have been transferred, assigned, conveyed and contributed to the Company in accordance with this Agreement and (ii) (except in the case of the UK Originators) acknowledge, deliver or transmit or cause to be delivered or transmitted to the Master Servicer, as agent of HICI, an Originator Daily Report containing at least the information specified in Schedule 1 hereto as to all such Receivables, as of the applicable date of contribution; notwithstanding anything expressed to the contrary either in this Section 2.01(d) or in any other provision of this Agreement or of any other Transaction Document, the UK Originator Daily Report delivered to the Master Servicer in accordance with Section 2.01 of the UK Receivables Purchase Agreement and Section 4.01 of the Servicing Agreement, shall not be delivered to the Company or the Trustee by either the Contributor or any UK Originator or any other person. The copy of the Daily Report delivered to the Trustee pursuant to this subsection 2.01(d) shall be signed by the Master Servicer. For the avoidance of doubt, the delivery of the signed Daily Report to the Trustee shall not be a prerequisite to the contribution, transfer, assignment and conveyance of the Receivables from the Contributor to the Company. (e) All contributions of Receivables by the Contributor hereunder shall be without recourse to, or any representation or warranty of any kind (express or implied) by, the Contributor except as otherwise specifically provided herein. The foregoing contribution, assignment, transfer and conveyance does not constitute and is not intended to result in the creation or assumption by the Company of any obligation of the Contributor or any other person in connection with the Receivables or any agreement or instrument relating thereto, including any obligation to any Obligor.