Application of Receipts Except as expressly stated to the contrary in any Finance Document, any moneys which the Facility Agent receives or recovers in its capacity as Facility Agent shall be applied by the Facility Agent in accordance with Clause 33.5 (Application of receipts; partial payments).
FORM OF RECEIPTS DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES
Substitution of Receipts At the request of a Holder, the Depositary shall, for the purpose of substituting a certificated Receipt with a Receipt issued through any book-entry system, including, without limitation, DRS/Profile, or vice versa, execute and Deliver a certificated Receipt or deliver a statement, as the case may be, for any authorized number of ADSs requested, evidencing the same aggregate number of ADSs as those evidenced by the relevant Receipt.
Time of Receipt A notice or other communication is effective upon delivery to the other party if it is personally delivered or sent by fax. Notice sent by mail or Federal Express is effective upon the second work day after the date it was sent, as evidenced by a postmark or similar indicia, or upon actual delivery.
Sale of Receivables (a) The Depositor sells and assigns, without recourse (except as provided in this Agreement), to the Issuer, for the benefit of the Noteholders, the following property on and as of the dates specified below: (i) on the first Closing Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Initial Account and all Related Security with respect to such Sold Receivables owned by the Depositor at the close of business on the Cutoff Date, (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (C) all of its rights, remedies, powers and privileges with respect to such Sold Receivables under the Receivables Purchase Agreement; (ii) on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold Receivables owned by the Depositor at the close of business on the applicable Additional Cutoff Date, (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (C) all of its rights, remedies, powers and privileges with respect to such Sold Receivables under the Receivables Purchase Agreement; and (iii) on each Sale Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivables owned by the Depositor at the close of business on the applicable Sale Date and not previously sold to the Issuer pursuant to this Agreement, (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (C) all of its rights, remedies, powers and privileges with respect to such Sold Receivables under the Receivables Purchase Agreement. (b) The foregoing sales, and any subsequent sales of additional assets, do not constitute, and are not intended to result in, the creation or an assumption by the Issuer or the Owner Trustee of any obligation of the Depositor, the Servicer, the Seller, Ford or any other Person in connection with the Accounts, the related Receivables or under any related agreement or instrument, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts, but rather are sales of the Sold Receivables originated in the Accounts. (c) In connection with the foregoing sales, the Depositor will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Sold Receivables sold by the Depositor for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC), meeting the requirements of Applicable Law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables and the Related Security to the Issuer, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Issuer on or before the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Additional Accounts. The Owner Trustee will be under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in connection with such sales if the Issuer has appointed the Administrator to act in such capacity. (d) The Depositor and the Issuer intend that all transfers of Sold Receivables under this Agreement constitute valid sales of such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers as security for a loan, then (i) the Depositor will have Granted, and Grants, to the Issuer a security interest in each Sold Receivable and the Related Security whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. For tax purposes, the Depositor and the Issuer intend that all sales of Sold Receivables under this Agreement constitute transfers of such Sold Receivables as security for a loan. (e) On or before the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Depositor will, at its own expense: (i) cause the Seller to indicate in its computer files as required by the Receivables Purchase Agreement, that the Sold Receivables and the Related Security have been (A) sold and assigned to the Depositor pursuant to the related Receivables Purchase Agreement, (B) sold and assigned by the Depositor to the Issuer pursuant to this Agreement and (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture and the Indenture Supplements; (ii) in the case of the Initial Accounts, deliver (or cause the Seller to deliver) to the Owner Trustee the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver (or cause the Seller to deliver) to the Owner Trustee an Additional Account Schedule. (f) On or prior to April 30th of each year, or upon the request of the Owner Trustee or the Indenture Trustee, the Depositor will deliver (or cause the Seller to deliver) to the Owner Trustee and the Indenture Trustee the entire Account Schedule. (g) The Account Schedule, as amended, supplemented or otherwise modified from time to time will be marked as Schedule A and is incorporated into and made a part of this