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DOCUMENT TITLE:  RECEIVABLES PURCHASE AGREEMENT .
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Clause Heading
Section 1.1 - Purchase Facility.
Section 1.2 - Increases.
Section 1.3 - Decreases.
Section 1.4 - Payment Requirements.
Section 2.1 - Payments.
Section 2.2 - Collections Prior to Amortization.
Section 2.3 - Terminating Financial Institutions.
Section 2.4 - Collections Following Amortization.
Section 2.5 - Application of Collections.
Section 2.6 - Payment Rescission.
Section 2.7 - Maximum Purchaser Interests.
Section 2.8 - Clean Up Call.
Section 2.9 - Payment Allocations.
Section 3.1 - Yield.
Section 3.2 - Payments.
Section 3.3 - Calculation of Yield.
Section 4.1 - Financial Institution Funding.
Section 4.2 - Yield Payments.
Section 4.3 - Selection and Continuation of Tranche Periods.
Section 4.4 - Financial Institution Bank Rates.
(b) - Power and Authority; Due Authorization, Execution and Delivery.
(c) - No Conflict.
Section 4.5 - Suspension of the LIBO Rate.
Section 4.6 - Liquidity Agreement Fundings.
Section 5.1 - Representations and Warranties of The Seller Parties.
(a) - Corporate Existence and Power.
(d) - Governmental Authorization.
(e) - Actions, Suits.
(f) - Binding Effect.
(g) - Accuracy of Information.
(h) - Use of Proceeds.
(i) - Good Title.
(j) - Perfection.
(k) - Places of Business and Locations of Records.
(l) - Collections.
(m) - Material Adverse Effect.
(n) - Names.
(o) - Ownership of Seller.
(p) - Public Utility Holding Company Act; Investment Company Act.
(q) - Compliance with Law.
(r) - Compliance with Credit and Collection Policy.
(s) - Payments to Transferors.
(t) - Enforceability of Contracts.
(u) - Eligible Receivables.
(v) - Net Receivables Balance.
(w) - Accounting.
Section 5.2 - Financial Institution Representations and Warranties.
(a) - Existence and Power.
(b) - No Conflict.
(c) - Governmental Authorization.
(d) - Binding Effect.
Section 6.1 - Conditions Precedent to Initial Incremental Purchase.
Section 6.2 - Conditions Precedent to All Purchases and Reinvestments.
Section 7.1 - Affirmative Covenants of The Seller Parties.
(a) - Financial Reporting.
(i) - Annual Reporting.
(ii) - Quarterly Reporting.
(iii) - Compliance Certificate.
(iv) - Shareholders Statements and Reports.
(vi) - Copies of Notices.
(vii) - Change in Credit and Collection Policy.
(viii) - Other Information.
(b) - Notices.
(i) - Amortization Events or Potential Amortization Events.
(ii) - Judgment and Proceedings.
(iii) - Material Adverse Effect.
(iv) - Termination Date.
(v) - Defaults Under Other Agreements.
(vi) - Downgrade of Originator.
(vii) - Servicer Default.
(c) - Compliance with Laws and Preservation of Corporate Existence.
(f) - Compliance with Contracts and Credit and Collection Policy.
(d) - Audits.
(e) - Keeping and Marking of Records and Books.
(g) - Performance and Enforcement of Sale Agreements.
(h) - Ownership.
(i) - Purchasers Reliance.
(j) - Collections.
(k) - Taxes.
(l) - Insurance.
(m) - Payment to Transferors.
(n) - Restrictions on Activities.
(o) - Modification of Limited Liability Company Agreement.
(p) - Modification of Sale Agreements.
(q) - Maintenance of Required Capital Amount.
(r) - Performance under Servicing Agreement.
(s) - Financing Statements for Supplement Indentures.
Section 7.2 - Negative Covenants of the Seller Parties.
(a) - Name Change, Offices and Records.
(b) - Change in Payment Instructions to Obligors.
(c) - Modifications to Contracts and Credit and Collection Policy.
(d) - Sales, Liens.
(e) - Net Receivables Balance.
(f) - Termination Date Determination.
(g) - Restricted Junior Payments.
(h) - Collection Accounts not Subject to Collection Account Agreement.
(i) - Commingling.
(j) - Servicing Agreement.
Section 8.1 - Designation of Servicer.
Section 8.2 - Duties of Servicer.
(b) - The Servicer will instruct all Obligors to pay all Collections and all Securitization Charge Collections directly to a Lock-Box or Collection Account.
Section 8.3 - Collection Notices.
Section 8.4 - Responsibilities of Seller.
Section 8.5 - Reports.
Section 8.6 - Servicing Fees.
Section 9.1 - Amortization Events.
Section 9.2 - Remedies.
Section 10.1 - Indemnities by the Seller.
Section 10.2 - Indemnities by the Servicer.
Section 10.3 - Increased Cost and Reduced Return.
Section 10.4 - Other Costs and Expenses.
Section 11.1 - Authorization and Action.
Section 11.2 - Delegation of Duties.
Section 11.3 - Exculpatory Provisions.
Section 11.4 - Reliance by Administrative Agent.
Section 11.5 - Non-Reliance on Administrative Agent and Other Purchasers.
Section 11.6 - Reimbursement and Indemnification.
Section 11.7 - Administrative Agent in its Individual Capacity.
Section 11.8 - Successor Administrative Agent.
Section 12.1 - Assignments.
Section 12.2 - Participations.
Section 12.3 - Extension of Liquidity Termination Date.
Section 12.4 - Terminating Financial Institutions.
Section 13.2 - Notices.
Section 13.3 - Ratable Payments.
Section 13.1 - Waivers and Amendments.
Section 13.4 - Protection of Ownership Interests of the Purchasers.
Section 13.5 - Confidentiality.
Section 13.6 - Bankruptcy Petition.
Section 13.7 - Limitation of Liability.
Section 13.8 - CHOICE OF LAW.
Section 13.9 - CONSENT TO JURISDICTION.
Section 13.10 - WAIVER OF JURY TRIAL.
Section 13.11 - Integration; Binding Effect; Survival of Terms.
Section 13.12 - Counterparts; Severability; Section References.
Section 13.13 - Bank One Roles.
Section 13.14 - Characterization.
Section 13.15 - Intercreditor Agreement.
9 - THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS.
A - Facility Documentation
6 - Good Standing Certificate for Consumers issued bv the Secretary of State of Michigan.
8 - Good Standing Certificates for CFR I issued by the Secretaries of State of Delaware and Michigan.
10 - Good Standing Certificates for Seller issued by the Secretaries of State of Delaware and Michigan.
C - UCC Documentation
22 - Opinion of Michael D.
23 - Opinion of Michael D.
24 - Opinion of Skadden, Arps.
29 - Lock-Box Agreements among Seiler.
30 - Fee Letter among Seller, Consumers and the Administrative Agent.
34 - Partial Release Authorization Letter among Administrative Agent, Conduit and JPMorgan Chase Bank, as Trustee under the Indenture.
36 - Liquidity Asset Purchase Agreement among Conduit, Administrative Agent and Financial Investors.
Section 1. - Amendments.
Section 13.16 - Accounting Terms.
(t) - Receivables Classification.
(u) - Certification of Receivables Classification.
SECTION 2. - Waivers.
SECTION 3. - Representations and Warranties.
SECTION 4. - Conditions Precedent.
SECTION 5. - Consent to Amendment.
SECTION 6. - Reference to and Effect on the Transaction Documents.
SECTION 7. - Execution in Counterparts.
SECTION 8. - Governing Law.
SECTION 9. - Headings.
SECTION 10. - Fees and Expenses.
Section 12.5 - USA Patriot Act Certification.
Section 13.16 - USA Patriot Act.
SECTION 2. - Representations and Warranties.
SECTION 3. - Waiver.
SECTION 5. - Reference to and Effect on the Transaction Documents.
SECTION 6. - Execution in Counterparts.
SECTION 7. - Governing Law.
SECTION 8. - Headings.
SECTION 9. - Fees and Expenses.
SECTION 10. - Receivables Sale Agreement Amendment.
(a) - Section 9.
SECTION 3. - Conditions Precedent.
SECTION 4. - Reference to and Effect on the Transaction Documents.
SECTION 5. - Execution in Counterparts.
SECTION 6. - Governing Law.
SECTION 7. - Headings.
SECTION 8. - Fees and Expenses.
(a) - Section 7.
SECTION 1. - Amendment.