RECEIVABLES PURCHASE AGREEMENT
dated as of November 23, 2010
from time to time party hereto,
from time to time party hereto,
from time to time party hereto,
as Administrative Agent
RECEIVABLES PURCHASE AGREEMENT
1
PURCHASE ARRANGEMENTS
2
3
PAYMENTS AND COLLECTIONS
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5
6
7
CONDUIT FUNDING
FINANCIAL INSTITUTION FUNDING
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9
REPRESENTATIONS AND WARRANTIES
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11
12
13
CONDITIONS OF PURCHASES
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15
COVENANTS
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ADMINISTRATION AND COLLECTION
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AMORTIZATION EVENTS
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31
32
INDEMNIFICATION
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34
35
36
37
THE AGENT
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39
40
ASSIGNMENTS; PARTICIPATIONS
41
42
43
44
MISCELLANEOUS
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47
48
49
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53
CONSUMERS RECEIVABLES FUNDING II, LLC | ||||
By: | /s/ Laura L. Mountcastle | |||
Name: | Laura L. Mountcastle | |||
Title: | President, Chief Executive Officer, Chief Financial Officer and Treasurer | |||
One Energy Plaza
Jackson, MI 49201-2276
Attn: James L Loewen
Fax: (517) 788-0412
CONSUMERS ENERGY COMPANY, as Servicer | ||||
By: | /s/ Laura L. Mountcastle | |||
Name: | Laura L. Mountcastle | |||
Title: | Vice President and Treasurer | |||
One Energy Plaza
Jackson, MI 49201-2276
Attn: James L Loewen
Fax: (517) 788-0412
FALCON ASSET SECURITIZATION COMPANY LLC, as a Conduit By: JPMorgan Chase Bank, N.A., its attorney-in-fact | ||||
By: | /s/ Patrick Menichillo | |||
Name: | Patrick Menichillo | |||
Title: | Vice President | |||
10 S. Dearborn, Floor 13
Chicago, IL 60603
Attn: Kathleen Rovner
Phone: (312) 336-2685
Fax: (312) 732-1844
Email: kathleen.m.rovner@jpmchase.com
JPMORGAN CHASE BANK, N.A., as a Financial Institution, as a Managing Agent and as Administrative Agent | ||||
By: | /s/ Patrick Menichillo | |||
Name: | Patrick Menichillo | |||
Title: | Vice President | |||
10 S. Dearborn, Floor 13
Chicago, IL 60603
Attn: Kathleen Rovner
Phone: (312) 336-2685
Fax: (312) 732-1844
Email: kathleen.m.rovner@jpmchase.com
VICTORY RECEIVABLES CORPORATION, as a Conduit | ||||
By: | /s/ Frank B. Bilotta | |||
Name: | Frank B. Bilotta | |||
Title: | President | |||
1251 Avenue of Americas, 12th Floor
New York, NY 10020-1104
Attention: Securitization Group
Facsimile: 212-782-6448
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Managing Agent | ||||
By: | /s/ Aditya Reddy | |||
Name: | Aditya Reddy | |||
Title: | Senior Vice President | |||
York Branch
1251 Avenue of Americas, 12th Floor
New York, NY 10020-1104
Attention: Securitization Group
Facsimile: 212-782-6448
By: | /s/ Jeffrey Fesenmaier | |||
Name: | Jeffrey Fesenmaier | |||
Title: | Vice President | |||
c/o Commercial Loan Operations
1980 Saturn St.
Monterey Park, CA 91754
Fax No: (800) 446-9951 or (323) 724-6198
Email: #clo synd@unionbank.com
For inquiries, call: Maria Suncin (323) 720-2870
Exh I - 1
Monthly Report Coverage Period | Applicable Maximum Purchaser Interest | |||
January | 95 | % | ||
February | 92.5 | % | ||
March | 85 | % | ||
April | 85 | % | ||
May | 100 | % | ||
June | 100 | % | ||
July | 100 | % | ||
August | 95 | % | ||
September | 95 | % |
Exh I - 2
Monthly Report Coverage Period | Applicable Maximum Purchaser Interest | |||
October | 100 | % | ||
November | 100 | % | ||
December | 100 | % |
Exh I - 3
Exh I - 4
Exh I - 5
Exh I - 6
DP | = | the Dilution Percentage; | ||||
ADR | = | the average of the monthly Dilution Ratios occurring during the 12 most recent Accrual Periods; | ||||
ASF | = | Applicable Stress Factor; | ||||
HDR | = | the highest Dilution Ratio occurring during the 12 most recent Accrual Periods; and | ||||
DHF | = | the Dilution Horizon Factor at such time. |
Exh I - 7
Exh I - 8
Exh I - 9
Exh I - 10
Exh I - 11
Exh I - 12
Exh I - 13
ASF | = | Applicable Stress Factor; | ||||
LP | = | the Loss Percentage; | ||||
LHF | = | the Loss Horizon Factor; and | ||||
LR | = | the highest three month rolling average of the Loss Ratios occurring during the 12 most recent Accrual Periods. |
Exh I - 14
Exh I - 15
Exh I - 16
C | ||||
NRB-AR |
where: | ||||||
C | = | the Capital of such Purchaser Interest. | ||||
AR | = | the Aggregate Reserves. |
Exh I - 17
NRB | = | the Net Receivables Balance. |
Exh I - 18
Aggregate Reduction | Required Notice Period | |||
≤$100,000,000 | one Business Days | |||
>$100,000,000 | two Business Days |
Exh I - 19
Exh I - 20
Exh I - 21
Exh I - 22
Exh I - 23
1 Chase Plaza, Suite IL1-0079
Asset-Backed Finance
Chicago, Illinois 60670-0596
Attn: ABS Treasury
1251 Avenue of Americas, 12th Floor
New York, NY 10020-1104
Attn: Securitization Group
cc: | Union Bank, N.A., as a Financial Institution c/o Commercial Loan Operations 1980 Saturn St. Monterey Park, CA 91754 Attn: Maria Suncin |
Purchaser Group | ||||
(identified by the related Managing Agent) | Purchase Price | |||
JPMorgan Chase Bank, N.A. | $ | ____________________ | ||
The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch | $ | ____________________ | ||
Total Purchase Price: | $ | ____________________ |
Account Number: 2000032635920
Wachovia Bank, Charlotte, North Carolina
ABA# 053000219
Reference: A/R Purchase
Telephone advice to: Steve Headley @ tel. No. (517-788-1511)
Exh. II-2
Very truly yours, CONSUMERS RECEIVABLES FUNDING II, LLC | ||||
By: | ||||
Name: | ||||
Title: |
Exh. II-3
LOCATIONS OF RECORDS;
FEDERAL EMPLOYER IDENTIFICATION NUMBER(S);
STATE ORGANIZATION IDENTIFICATION NUMBER(S)
& Chief Executive Office:
Jackson, MI 49201-2276
Jackson, MI 49201-2276
Federal Employer Identification Number: | 87-0700466 | |||
Delaware Organizational Identification Number: | 3467905 |
Chief Executive Office, and
Location of Records:
Jackson, MI 49201-2276
Federal Employer Identification Number: | 38-0442310 | |
Michigan Organizational Identification Number: | MI 021-395 |
Exh. III-1
JP Morgan Chase Bank 717 Travis, TX2-S084 Houston, TX 77002 Contact: Nina Lacy Phone: 713-216-2227 | ||
Collection Account: 1242263; | provided,that, such account shall be a Specified Account on and after such date as the account is subject to a Collection Account Agreement. |
Comerica Bank 500 Woodward Avenue, 9th Floor, MC3268 Detroit, MI 48226 Contact: Stacie McVeigh Phone: 313-222-4515 | ||
Collection Account: 1076119914; | provided,that, such account shall be a Specified Account on and after such date as the account is subject to a Collection Account Agreement. |
10401 Deerwood Park Blvd — FL0117
South Building, 3rd Floor
Jacksonville, FL 32256
Contact: Carol Grant
Phone: 800-590-7868 team 662 ext. 4
Collection Account: 2000032635920
Lansing, MI 48937-0001
620 Liberty Avenue
Pittsburgh, PA 15222
Contact: Gabe Galioto
Phone: 412-768-1819
Specified Account: 4006909862
710 Seminole Rd MD R17061
Norton Shores, MI 49441
Contact: Randy Wolffis, VP & Relationship Manager
Phone: 231-733-5006
Fax: 231-739-7430
Email: randal.wolffis@53.com; CommercialSupport@53.com
Specified Account: 7164496916
Exh. IV-1
To: | JPMorgan Chase Bank, N.A., as Administrative Agent and as Managing Agent | |
The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Managing Agent |
Exh. V-1
Exh. V-2
A. | Schedule of Compliance as of __________, ____ with Section ___ of the Agreement. Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement. |
Exh. V-3
Exhibit VI-1
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Customer: | Consumers Receivables Funding II, LLC One Energy Plaza Jackson, Michigan 49201 Attn: Treasurer Facsimile: (517) 788-8233 Telephone: (517) 788-2286 | |
Secured Party: | JPMorgan Chase Bank, N.A. 10 South Dearborn Chicago, Illinois 60670 Attn: Asset Backed Securities — Conduits Facsimile: (312) 732-3600 Telephone: (312) 732-1174 |
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Bank: | Email: CominercialSupport@53.com | |
AND | ||
Fifth Third Bank 710 Seminole Rd MD R17061 Norton Shores, MI 49441 Attn: Randy Wolffis, VP & Relationship Manager Phone: 231-733-5006 Fax: 231-739-7430 Email: randal.wolffis@53.com | ||
AND | ||
Fifth Third Bank 5522 East Galbraith Rd Cincinnati, OH 45236 Attn: Malcolm Williams, A VP & Treasury Management Officer Phone: 614-744-5313 Fax: 513-534-5947 Email: malcolm.williams@53.com |
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CUSTOMER: Consumers Receivables Funding II, LC | ||||
By: | /s/ Laura L. Mountcastle | |||
Name: | Laura L. Mountcastle | |||
Title: | President, Chief Executive Officer, Chief Financial Officer and Treasurer | |||
SECURED PARTY: JPMorgan Chase Bank, N.A. | ||||
By: | ||||
Name: | ||||
Title: |
THIRD BANK REVIEW, CONTROL AND SUPPORT
ACCEPTED: BANK: Fifth Third Bank, Review, Control and Support | ||||
By: | ||||
Name: | ||||
Title: | ||||
Deposit Account Control Agreement
CUSTOMER: Consumers Receivables Funding II, LC | ||||
By: | ||||
Name: | ||||
Title: | ||||
SECURED PARTY: JPMorgan Chase Bank, N.A. | ||||
By: | /s/ Patrick J. Menichillo | |||
Name: | Patrick J. Menichillo | |||
Title: | Vice President |
THIRD BANK REVIEW, CONTROL AND SUPPORT
ACCEPTED: BANK: Fifth Third Bank, Review, Control and Support | ||||
By: | ||||
Name: | ||||
Title: | ||||
Deposit Account Control Agreement
CUSTOMER: Consumers Receivables Funding II, LC | ||||
By: | ||||
Name: | ||||
Title: | ||||
SECURED PARTY: JPMorgan Chase Bank, N.A. | ||||
By: | ||||
Name: | ||||
Title: |
THIRD BANK REVIEW, CONTROL AND SUPPORT
ACCEPTED: BANK: Fifth Third Bank, Review, Control and Support | ||||
By: | /s/ Judith Hoerst | |||
Name: | Judith Hoerst | |||
Title: | VP, Global Payments Administration Manager | |||
Deposit Account Control Agreement
NOTICE OF EXCLUSIVE CONTROL
710 Seminole Rd MD R17061
Norton Shores, MI 49441
Attn: Randy Wolffis, VP & Relationship Manager
Phone: 231-733-5006
Fax: 231-739-7430
Email:randal.wolffis@53.com
5522 East Galbraith Rd
Cincinnati, OH 45236
Attn: Malcolm Williams, AVP & Treasury Management Officer
Phone: 614-744-5313
Fax: 513-534-5947
Email:malcolm.williams@53.com
Date: |
NOTICE OF TERMINATION
710 Seminole Rd MD R17061
Norton Shores, MI 49441
Attn: Randy Wolffis, VP & Relationship Manager
Phone: 231-733-5006
Fax: 231-739-7430
Email:randal.wolffis@53.com
5522 East Galbraith Rd
Cincinnati, OH 45236
Attn: Malcolm Williams, AVP & Treasury Management Officer
Phone: 614-744-5313
Fax: 513-534-5947
Email:malcolm.williams@53.com
NOTICE OF ASSIGNMENT
710 Seminole Rd MD R17061
Norton Shores, MI 49441
Attn: Randy Wolffis, VP & Relationship Manager
Phone: 231-733-5006
Fax: 231-739-7430
Email:randal.wolffis@53.com
5522 East Galbraith Rd
Cincinnati, OH 45236
Attn: Malcolm Williams, AVP & Treasury Management Officer
Phone: 614-744-5313
Fax: 513-534-5947
Email:malcolm.williams@53.com
One Energy Plaza
Jackson, Michigan 49201
Attn: Treasurer
Phone : 517-788-2286
Fax: 517-788-8233
Date: |
Review, Control and Support
By: | ||||
Name: | ||||
Title: | ||||
620 Liberty Avenue Pittsburgh, PA
15222 Attention: Gabe Galioto
a. | Until the Effective Time (as defined below), the Customer will be entitled to request the transfer of collected funds from the Blocked Account in accordance with PNC Bank’s customary procedures;provided,however, that the Customer will not be entitled to direct PNC Bank to close the Blocked Account without the prior written consent of the Administrative Agent. From and after the Effective Time, (i) the Administrative Agent will have exclusive rights with respect to the transfer, withdrawal or other disposition of the funds on deposit (subject to PNC Bank’s customary availability schedules) from the Blocked Account and as to any other matters relating to the Blocked Account or the funds |
deposited therein, (ii) PNC Bank will comply with the Administrative Agent’s written instructions directing disposition of the funds on deposit in the Blocked Account, in accordance with PNC Bank’s customary procedures and the terms of this Blocked Account Agreement, without further consent or direction from the Customer or any other person, (iii) PNC Bank will disregard any instructions of the Customer with respect thereto, and (iv) PNC Bank will furnish the Administrative Agent and the Customer with copies of monthly account statements, in the form and manner typical for PNC Bank, and PNC Bank will make available to the Administrative Agent other information relating to the Blocked Account by web-based computer systems in accordance with PNC Bank’s customary procedures. The Customer consents to PNC Bank’s release of account information to the Administrative Agent. | ||
For the purposes hereof, the “Effective Time” will be a time as soon as practicable after receipt by PNC Bank of a notice purporting to be signed by the Administrative Agent in substantially the same form as Exhibit A (the “Shifting Control Notice”) with a copy of this Blocked Account Agreement attached thereto;provided,however, that (i) the “Effective Time” will be no later than the opening of business on the second (2nd) business day following the business day of such receipt, and (ii) a “business day” is any day other than a Saturday, Sunday or other day on which PNC Bank is or is authorized or required by law to be closed. | ||
b. | In the event any fees and expenses (“Fees”) related to the Blocked Account go unpaid or any checks or other items which were deposited or credited to the Blocked Account are returned, reversed, refunded or charged back for insufficient funds or for any other reason (“Returned Items”), PNC Bank may charge the Blocked Account or other accounts of the Customer maintained at PNC Bank. If there are insufficient funds in the Blocked Account or any of the Customer’s other accounts to cover the Fees and Returned Items, the Customer agrees to immediately reimburse PNC Bank for the amount of such shortfall. After the Effective Time, if the Customer fails to pay the amount demanded by PNC Bank, the Administrative Agent agrees to reimburse PNC Bank within ten (10) business days after demand thereof by PNC Bank for any Returned Items to the extent that the funds in respect thereof were transferred out of the Blocked Account at the direction of the Administrative Agent. | |
c. | Unless the Administrative Agent directs PNC Bank in writing to the contrary, and subject to PNC Bank’s right to place holds for uncollected funds pursuant to Federal Reserve Regulation CC and PNC Bank’s customary procedures, after receipt of the Shifting Control Notice, PNC Bank agrees to wire transfer the funds in the Blocked Account, on a daily basis and in same day funds, to such account as the Administrative Agent may direct in writing. | |
d. | Notwithstanding the foregoing, PNC Bank shall have the right at any time to set-off against and withdraw funds from the Blocked Account for (i) items credited to the Blocked Account in error or which were unpaid for any reason, (ii) for overdrafts created on related accounts of the Customer or any of its subsidiaries, (iii) any amounts deposited therein in error or as necessary to correct processing errors; (iv) PNC Bank’s fees and expenses owed |
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by Customer and Administrative Agent for the maintenance of the Blocked Account and for PNC Bank’s services under this Blocked Account Agreement; (v) reasonable attorney’s fees of PNC Bank’s counsel for the review, negotiation and enforcement of this Blocked Account Agreement, which attorney’s fees Customer hereby agrees to pay; and (vi) obligations and liabilities arising out of any banking and cash management services provided by PNC Bank, including, but not limited to, Automated Clearing House transactions. Except for its right to charge the Blocked Account in accordance with this paragraph (d), PNC Bank unconditionally and irrevocably waives (so long as this Blocked Account Agreement is in effect) any rights of set-off or banker’s lien against, or rights to otherwise deduct from, any funds held in the Blocked Account for any indebtedness or other claim owed by the Customer to PNC Bank. After the Effective Time, if there are insufficient funds in the Blocked Account and the Customer has not fully reimbursed PNC Bank, the Administrative Agent shall return such amount to PNC Bank on demand to the extent that such amounts were transferred out of the Blocked Account at the direction of the Administrative Agent. | ||
e. | The Customer agrees that the Administrative Agent shall have full and irrevocable right, power and authority to take any action which the Administrative Agent deems reasonably necessary or appropriate to preserve or protect its interest in the Blocked Account consistent with this Blocked Account Agreement and the Transaction Documents. | |
f. | PNC Bank will follow its customary procedures for determining whether or not to honor any checks, drafts or other payment requests drawn on or with respect to the Blocked Account. Any electronic funds transfers (wire, automated clearing house, etc.) to or from the Blocked Account will be subject to the terms and conditions of PNC Bank’s standard agreements for such services, as in effect and as amended from time to time. In the event of any conflict between the terms and conditions of such agreements and those of this Blocked Account Agreement, then this Blocked Account Agreement shall control. | |
g. | PNC Bank will not modify or alter PNC Bank’s arrangements with the Customer concerning the Blocked Account without the Administrative Agent’s prior written consent. | |
h. | PNC Bank may rely, and shall be protected in acting or refraining from acting, upon any notice (including but not limited to electronically confirmed facsimiles of such notice) believed by PNC Bank to be genuine and to have been given by the proper party or parties. |
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�� | ||||
Customer: | Consumers Receivables Funding II, LLC One Energy Plaza Jackson, Michigan 49201 Attn: Treasurer Facsimile: 517-788-8233 Telephone: 517-788-2286 | |||
Servicer: | Consumers Energy Company One Energy Plaza Jackson, Michigan 49201 Attn: Treasurer Facsimile: 517-788-8233 Telephone: 517-788-2286 | |||
Administrative Agent: | JPMorgan Chase Bank, N.A. | |||
10 South Dearborn | ||||
Chicago, Illinois 60670 | ||||
Attn: Asset Backed Securities — Conduits | ||||
Facsimile: 312-732-3600 | ||||
Telephone: 312-732-1174 | ||||
Depositary Bank: | PNC Bank, National Association 620 Liberty Avenue Pittsburgh, PA 15222 Attention: Gabe Galioto Facsimile: 412-762-6264 Telephone: 412-768-1819 |
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Very truly yours, JPMORGAN CHASE BANK, N.A., as Administrative Agent | ||||
By: | /s/ Patrick Menichillo | |||
Name: | Patrick Menichillo | |||
Title: | Vice President |
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By: | ||||
Name: | ||||
Title: | ||||
CONSUMERS RECEIVABLES FUNDING II, LLC | ||||
By: | /s/ Laura L. Mountcastle | |||
Name: | Laura L. Mountcastle | |||
Title: | President, Chief Executive Officer, Chief Financial Officer and Treasurer |
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Acknowledged and agreed to this 17th day of March , 2010. PNC BANK, NATIONAL ASSOCIATION | ||||
By: | /s/ Susie Richardson | |||
Name: | Susie Richardson | |||
Title: | Ass’t Vice President | |||
CONSUMERS RECEIVABLES FUNDING II, LLC | ||||
By: | ||||
Name: | ||||
Title: | ||||
7
620 Liberty Avenue
Pittsburgh, PA 15222
Attention: Gabe Galioto
(Telephone Number 412-768-1819)
Very truly yours, JPMorgan Chase Bank, N.A., as Administrative Agent | ||||
By: | ||||
Print Name: | ||||
Title: | ||||
Exh. VII-1
Exh. VII-2
Exh. VII-3
[ASSIGNOR] | ||||
By: | ||||
Name: | ||||
Title: | ||||
[ASSIGNEE] | ||||
By: | ||||
Name: | ||||
Title: | ||||
[NAME OF MANAGING AGENT FOR ASSIGNOR], as a Managing Agent | ||||
By: | ||||
Name: | ||||
Title: |
[NAME OF MANAGING AGENT FOR ASSIGNEE], as a Managing Agent | ||||
By: | ||||
Name: | ||||
Title: |
[NAME OF FINANCIAL INSTITUTIONS IN ASSIGNOR’S PURCHASER GROUP], as a Financial Institution | ||||
By: | ||||
Name: | ||||
Title: | ||||
JPMORGAN CHASE BANK, N.A., as Administrative Agent | ||||
By: | ||||
Name: | ||||
Title: |
Exh. VII-4
A-1 | A-2 | B-1 | B-2 | |||||
Assignor | [Conduit Purchase Limit] [Commitment] (prior to giving effect to the Assignment Agreement) | [Conduit Purchase Limit] [Commitment] (after giving effect to the Assignment Agreement) | Outstanding Capital (if any) | Ratable Share of Outstanding Capital | ||||
A-2 | B-1 | B-2 | ||||||
Assignee | [Conduit Purchase Limit] [Commitment] (after giving effect to the Assignment Agreement) | Outstanding Capital (if any) | Ratable Share of Outstanding Capital | |||||
Exh. VII-5
TO: [ASSIGNOR] and [related MANAGING AGENT] | ||
TO: [ASSIGNEE] and [related MANAGING AGENT] |
Very truly yours, JPMORGAN CHASE BANK, N.A., as Administrative Agent | ||||
By: | ||||
Name: | ||||
Title: | ||||
[CONDUIT] | ||||
By: | ||||
Name: | ||||
Title: |
Exh. VII-6
Exh. VIII-1
Exh. IX-1
Monthly Report
Consumers Energy Company Ratings | S&P | |||||||
(The senior secured long-term debt securities rating without third party credit enhancement) | Moody’s | |||||||
LIBO Rate | ||||||||
Federal Funds Effective Rate | ||||||||
Prime Rate | ||||||||
Alternate Base Rate | ||||||||
Monthly Report for the Month ending | Month |
Actual | Trigger | Compliance | ||||||||||
3-month average Dilution Ratio | 1.75 | % | ||||||||||
3-month average Past Due Ratio | 12.00 | % | ||||||||||
3-month average Day Sales Outstanding | 55.00 | |||||||||||
3-month average Loss-to-Liquidation Ratio | 2.50 | % |
Actual | Trigger | Compliance | ||||||||||
Total Consolidated Debt to Total Consolidated Capitilization | 0.70 |
Beginning Billed Receivables | ||||
Sales- Billings | ||||
Sales- Late Payment Charges | ||||
Collections | ||||
Collections for Company Use | ||||
Non-Cash Credits | ||||
Write-offs | ||||
Security Deposit Credits | ||||
Debit Adjustments | ||||
Unreconciled Difference | ||||
Ending Billed Receivables | ||||
Unbilled Receivables | ||||
Total Receivables |
Current | ||||
1-30 dpd | ||||
31-60 dpd | ||||
61-90 dpd | ||||
91-120 dpd | ||||
121-150 dpd | ||||
151+ dpd | ||||
Unbilled Receivables | ||||
Total Receivables |
Aging Balance | ||||
EMPP Credits | ||||
WPP Credits | ||||
Other Unapplied Credit Balances | ||||
Postings with Alternate Posting Date Timing Difference | ||||
Ending Rollforward Balance | ||||
Difference |
Total Outstanding Balance of Receivables | ||||
Less: Charged-Off Receivables (< 60 days past due) | ||||
Delinquent Receivables (> 60 days past due) | ||||
Receivables with terms > 30 days | ||||
Non-USD denominated Receivables (< 60 days past due) | ||||
Affiliate Receivables (< 60 days past due) | ||||
Receivables subject to set-off (< 60 days past due) | ||||
Portion of Receivables subject to Intercreditor Agreement | ||||
WPP Receivables (< 60 days past due) | ||||
Bankrupt Obligors (< 60 days past due) | ||||
Rate I Receivables (< 60 days past due) | ||||
Extended, Modified and Restructured Receivables (< 60 days past due) | ||||
Accrued Liability from ELECTRIC rate case refunds | ||||
Accrued Liability from GAS rate case refunds | ||||
Accrued Liability from BIG ROCK rate case refunds | ||||
Other Ineligible Receivables (< 60 days past due) | ||||
Eligible Receivables Balance | ||||
Monthly Report
Eligible Receivables Balance | |
Less: Excess Obligor Concentrations (Plug figure of $3,000,000) | |
Excess Unbilled Receivables Amount | |
Unapplied Cash | |
Unapplied Credits | |
Customer Deposits | |
Unbilled Receivables Offset Amount | |
Excess Government Receivables Amount | |
Excess Non-Energy Receivables Amount | |
SPP receivables (Plug figure of $50,000,000) | |
Net Receivables Balance |
Defaulted Receivables |
Unbilled Receivables | — | ||||
Applicable Unbilled Receivables Limit (50% of Total Receivables) | |||||
Excess Unbilled Receivables Amount |
Number of EMPP customers with a credit balance (1) | |
Total Number of Consumers’ customers (2) | |
Greater of (a) (1) / (2) and (b) 7% | |
Multiplied by Unbilled Receivables (A) | |
EMPP Credit amount (B) | |
Unbilled Receivables Offset Amount (lesser of (A) or (B)) |
Government Receivables < 60 dpd | |||||
Government Receivable Concentration Limit (Lesser of (a) $20MM or (b) 5% of Eligible Rec.) | — | ||||
Excess Government Receivables Amount | — |
Non-Energy Receivables and Finance Charges < 60 dpd | — | ||||
Non-Energy Receivables Limit (Lesser of (a) $8MM or (b) 2% of Eligible Receivables) | — | ||||
Excess Non-Energy Receivables Amount |
Net Receivables Balance | — | ||||
Less: Loss Reserve (% / $) | |||||
Dilution Reserve (% / $) | |||||
Yield & Servicer Fee Reserve (% / $) | — | ||||
Total Reserves (% / $) | |||||
Net Receivables Balance — Reserves | |||||
Applicable Maximum Purchaser Interest | |||||
Maximum Funding Amount | |||||
Maximum Funding Amount | |||||
Purchase Limit | |||||
Max Funding Amount | |||||
Current Capital Outstanding | |||||
Capital Available for Funding | Fully Funded | ||||
Paydown Required | |||||
IX. Purchaser Interest (current) | |||||
Request for Purchase (+) or Paydown (-) | |||||
Purchaser’s Interest (pro-forma) | |||||
Pro-forma Capital Outstanding | $ | — |
Name: | ||||
Title: Director of Cash Management |
1 Chase Plaza, Suite IL1-0079
Asset-Backed Finance
Chicago, Illinois 60670-0596
Attn: ABS Treasury
1251 Avenue of Americas, 12th Floor
New York, NY 10020-1104
Attn: Securitization Group
cc: | Union Bank, N.A., as a Financial Institution c/o Commercial Loan Operations 1980 Saturn St. Monterey Park, CA 91754 Attn: Maria Suncin |
Purchaser Group | | |||
(identified by the related Managing Agent) | Amount of Reduction | |||
JPMorgan Chase Bank, N.A. | $ | |||
The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch | $ | |||
Aggregate Reduction: | $ | |||
Exh. X-1
JPMorgan Chase Bank, N.A.
ABA Number: 021-000-021
Account Number: 5114810
SWIFT Address: CHASUS33XXX
Reference: Consumers Receivables Funding II, LLC
ABA Number: 021-001-033
Account Number: 01419647
Beneficiary: Trust and Securities Services
Payment Details: PORT VICTORY.20
Exh. X-2
Very truly yours, CONSUMERS RECEIVABLES FUNDING II, LLC | ||||
By: | ||||
Name: | ||||
Title: |
Exh. X-3
Exh. XI-1
[Address of Post Office]
CONSUMERS ENERGY COMPANY | ||||
By: | ||||
Name: | ||||
Title: | ||||
Exh. XI-2
Name of Individual or Organization | Contact Number | ||
Thank you. JPMORGAN CHASE BANK, N.A. | ||||
By: | ||||
Name: | ||||
Title: |
Exh. XI-3
Exh. XII-1
Daily Receivables Report
I. | Daily Receivables Rollforward |
Beginning Receivables (Ending Receivables Balance from prior Weekly Report) | ||||
Add: Receivables (billed invoices) | ||||
Receivables (unbilled = deliveries at sales or estimated price) | ||||
Less: Cash Collections | ||||
Dilutions (all issued credits) | ||||
Charged-Off Receivables (<61 days past-due) | ||||
Ending Receivables Balance | ||||
II. | Net Receivables Balance |
Eligible Receivables Pool Balance (from most recent Monthly Report) | ||||
Excess Concentrations (from most recent Monthly Report) | ||||
Originator Receivables Pool Balance (from most recent Monthly Report) | ||||
Weekly Eligible Receivables Pool Ratio | #DIV/0! | |||
Weekly Excess Concentrations Ratio | #DIV/0! |
Weekly Eligible Receivables Pool Balance | #DIV/0! | ||||
Less: Weekly Excess Concentrations | #DIV/0! | ||||
Net Receivables Balance (“NRB”) | #DIV/0! |
III. | Calculation of Potential Capital |
Loss Reserve % (from most recent Monthly Report) |
Dilution Reserve % (from most recent Monthly Report) |
Discount Reserve % (from most recent Monthly Report) |
Minimum Seller Interest |
Net Receivables Balance (from II above) | #DIV/0! | ||||||||
Weekly Loss Reserve | #DIV/0! | ||||||||
Weekly Dilution Reserve | #DIV/0! | ||||||||
Weekly Discount Reserve | #DIV/0! | ||||||||
Less: Weekly Aggregate Reserves | #DIV/0! | ||||||||
Less: Weekly Minimum Seller Interest | #DIV/0! | ||||||||
Potential Capital (this weekly report) | #DIV/0! |
IV. | Purchase Facility — Increases/Decreases |
Facility Limit | 250,000,000 | |||||||||||
Potential Capital (maximum available funding) | #DIV/0! | |||||||||||
Capital Outstanding total all Purchasers (immediately prior to this Report date) | ||||||||||||
Excess / (Shortfall) | #DIV/0! | |||||||||||
Available Funding Increase | #DIV/0! | |||||||||||
Required Capital Paydown | #DIV/0! | |||||||||||
Current Purchaser Interest (net of Minimum Seller Interest must be <95%) | #DIV/0! | In Compliance? | #DIV/0! | |||||||||
Potential Purchaser Interest (net of Minimum Seller Interest must be <95%) | #DIV/0! | In Compliance? | #DIV/0! | |||||||||
Is a Purchase being requested? | #DIV/0! | |||||||||||
Falcon/PREFCO Related Group Pro Rata Share | 100.00 | % | ||||||||||
Purchase Notice Request for PREFCO #DIV/0! | ||||||||||||
Reduction Notice Request for PREFCO #DIV/0! | ||||||||||||
Purchase Notice Request for #DIV/0! | ||||||||||||
Reduction Notice Request for #DIV/0! |
Signed by: |
Exh. XII-2
Exh. XII-3
Exh. XIII-1
Exh. XIII-2
NEW CONDUIT[S]: | [NEW CONDUIT] | |||
By: | ||||
Name: | ||||
Title: | ||||
NEW FINANCIAL INSTITUTION[S]: | [NEW FINANCIAL INSTITUTION] | |||
By: | ||||
Name: | ||||
Title: | ||||
NEW MANAGING AGENT: | [NEW MANAGING AGENT] | |||
By: | ||||
Name: | ||||
Title: |
Exh. XIII-3
JPMORGAN CHASE BANK, N.A., as a Managing Agent and as Administrative Agent | ||||
By: | ||||
Name: | ||||
Title: | ||||
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Managing Agent | ||||
By: | ||||
Name: | ||||
Title: | ||||
CONSUMERS RECEIVABLES FUNDING II, LLC, as Seller | ||||
By: | ||||
Name: | ||||
Title: | ||||
CONSUMERS ENERGY COMPANY, as Servicer | ||||
By: | ||||
Name: | ||||
Title: |
Exh. XIII-4
to
Joinder Agreement
COMMITMENTS; PURCHASER GROUPS
[ ] Purchaser Group | ||||
Managing Agent: | [ ] | |||
Group Purchase Limit: | $ | [ ] | ||
Conduit: | [ ] | |||
Conduit Purchase Limit: | $ | [ ] | ||
Financial Institution: | [ ] | |||
Commitment: | $ | [ ] | ||
[ ] Purchaser Group | ||||
Managing Agent: | [ ] | |||
Group Purchase Limit: | $ | [ ] | ||
Conduit: | [ ] | |||
Conduit Purchase Limit: | $ | [ ] | ||
Financial Institution: | [ ] | |||
Commitment: | $ | [ ] | ||
[ ] Purchaser Group | ||||
Managing Agent: | [ ] | |||
Group Purchase Limit: | $ | [ ] | ||
Conduit: | [ ] | |||
Conduit Purchase Limit: | $ | [ ] | ||
Financial Institution: | [ ] | |||
Commitment: | $ | [ ] |
Exh. XIII-5
to
Joinder Agreement
[ ]
[ ]
[ ]
Managing Agent: Group Purchase Limit: Conduit: Conduit Purchase Limit: Financial Institution: Commitment: | JPMorgan Chase Bank, N.A. $150,000,000 Falcon Asset Securitization Company LLC $150,000,000 JPMorgan Chase Bank, N.A. $150,000,000 |
Managing Agent: Group Purchase Limit: Conduit: Conduit Purchase Limit: Financial Institution: Commitment: | The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch $100,000,000 Victory Receivables Corporation $100,000,000 Union Bank, N.A. $100,000,000 |
as Seller,
as Servicer,
Party Thereto From Time to Time
as Administrative Agent
1 | Each capitalized term used herein and not defined herein shall have the meaning assigned to such term in the RPA. Unless otherwise indicated, all documents are dated as of the closing date. |
FACILITY DOCUMENTS | ||
1. | Amended and Restated Receivables Purchase Agreement (the “RPA”) among Consumers Receivables Funding II, LLC (“Seller”), Consumers Energy Company (“Consumers”), in its capacity as Servicer (in such capacity, the “Servicer”), the Conduits, Financial Institutions and Managing Agents from time to time parties hereto and JPMorgan Chase Bank, N.A (“JPM”), as a Financial Institution and as Administrative Agent (in such capacity, the “Administrative Agent”). |
Exhibit I | Definitions | |
Exhibit II | Form of Purchase Notice | |
Exhibit III | Places of Business of the Seller Parties; Location(s) of Records; Organizational and Federal Employer Identification Number(s) | |
Exhibit IV | Names of Collection Banks; Collection Accounts; Lock-Boxes; Specified Accounts | |
Exhibit V | Form of Compliance Certificate | |
Exhibit VI | Form of Collection Account Agreement | |
Exhibit VII | Form of Assignment Agreement | |
Exhibit VIII | Credit and Collection Policy | |
Exhibit IX | Form of Monthly Report | |
Exhibit X | Form of Reduction Notice | |
Exhibit XI | Form of P.O. Box Transfer Notice | |
Exhibit XII | Form of Daily Report | |
Exhibit XIII | Form of Joinder Agreement | |
Schedule A | Commitments | |
Schedule B | Closing Documents | |
Schedule C | Financial Covenant Definitions |
2. | Amendment No. 7 to Receivables Sale Agreement (the “Amendment to RSA”) between the Originator, the Buyer and consented to by the Administrative Agent. | |
3. | Receivables Sale Agreement (the “RSA”) dated as of May 22, 2003 between the Originator and the Buyer, together with Amendment Nos. 1-6. |
Exhibit I | Definitions | |
Exhibit II | Places of Business; Location(s) of Records; Organizational and Federal Employer Identification Numbers; Other Names | |
Exhibit III | Lock-Boxes; Collection Accounts, Collection Banks; Specified Accounts | |
Exhibit IV | Form of Compliance Certificate | |
Exhibit V | Credit and Collection Policy | |
Exhibit VI | Form of Subordinated Note | |
Exhibit VII | Form of UCC-3 | |
Schedule A | List of Documents to be delivered to Buyer Prior to the Purchase |
4. | Amended and Restated Subordinated Note (the “Subordinated Note”) executed by the Seller in favor of Consumers. | |
5. | Intercreditor Agreement (the “Intercreditor Agreement”) dated as of May 22, 2003 executed by the Administrative Agent, the Purchasers, the Bank of New York, Consumers Funding LLC, the Seller and Consumers, together with: |
(i) | Consent of Bond Trustee under Intercreditor Agreement to termination or amendment of Lock-Box Agreements. | ||
(ii) | Opinion of Michael D. VanHemert, in-house counsel to Seller and Consumers, relating to execution of Intercreditor Agreement. | ||
(iii) | Satisfaction of Rating Agency Condition (as defined in the Intercreditor Agreement) with respect to execution of Intercreditor Agreement. |
6. | Servicing Agreement dated as of November 8, 2001 between Consumers Funding LLC and Consumers Energy Company, as the same may be amended, restated, supplemented or otherwise modified from time to time with the consent of the Administrative Agent and each Managing Agent (to the extent such consent is required by the terms of this Agreement). | |
7. | Collection Account Agreement among the Originator, Seller, Servicer, Administrative Agent and each of the following collection banks in regards to the identified account(s): |
Collection | Specified | |||||||
Collection Bank | Account | Account | ||||||
JP Morgan Chase Bank | 1242263 | |||||||
Comerica Bank | 1076119914 | |||||||
Bank of America | 1054516142 | 4825285820 | ||||||
Wachovia Bank | 2000032635920 | |||||||
PNC Bank, National Association | 4006909862 | |||||||
Fifth Third Bank | 7164496916 |
8. | Fee Letter among the Seller, the Managing Agents and JPM, as Administrative Agent. | |
CORPORATE DOCUMENTS | ||
9. | Certificate of the Secretary of Seller certifying (i) a copy of the Certificate of Formation of Seller (attached thereto), certified as of a recent date by the Secretary of State of the State of Delaware, (ii) a copy of the limited liability company agreement of Seller (attached thereto), (iii) a copy of the written consent of the board of directors of Seller (attached thereto) authorizing the execution, delivery and performance of the RPA, Amendment to RSA, Subordinated Note, and any other document to be delivered by it in connection with such agreements, and (iv) the names and signatures of the officers authorized on its behalf to execute the RPA, Amendment to RSA, Subordinated Note, and any other document to be delivered by it in connection with such agreements. | |
10. | Good Standing Certificates for Seller issued by the Secretaries of State of Delaware and Michigan. | |
11. | Certificate of the Secretary of Consumers certifying (i) a copy of the Articles of Incorporation of Consumers (attached thereto), certified as of a recent date by the Secretary of State of the State of Michigan, (ii) a copy of the by-laws of Consumers |
(attached thereto), (iii) a copy of the written consent of the board of directors of Consumers (attached thereto) authorizing the execution, delivery and performance of the RPA, Amendment to RSA, and any other document to be delivered by it in connection with such agreements, and (iv) the names and signatures of the officers authorized on its behalf to execute the RPA, Amendment to RSA, and any other document to be delivered by it in connection with such agreements. | ||
12. | Good Standing Certificate for Consumers issued by the Secretary of State of Michigan. | |
UCC Documents | ||
13. | UCC Lien Search Reports for the Seller and Consumers from the office of the Secretary of State of Delaware and Michigan, respectively. | |
14. | UCC-3 Financing Statement amending and restating the collateral description on the UCC-1 Financing Statement number 3131731 5 filed on May 22, 2003 in the office of the Delaware Secretary of State against the Seller. | |
15. | UCC-3 Financing Statement terminating UCC-1 Financing Statement number 3131734 9 filed on May 22, 2003 in the office of the Delaware Secretary of State against Consumers Receivables Funding, LLC. | |
16. | UCC-3 Financing Statement terminating UCC-1 Financing Statement number 35661C filed on April 1, 2002 in the office of the Michigan Secretary of State against Consumers Energy Company. | |
17. | Post-filing UCC Lien Search Reports evidencing the recording of the above UCC-3 Financing Statements. | |
OPINIONS | ||
18. | Opinion of Kimberly Wilson, in-house counsel to Seller and Consumers relating to issues of (i) corporate matters and (ii) perfection and priority of security interest perfected in the State of Michigan | |
19. | Reliance letter of Skadden, Arps, Slate, Meagher & Flom, LLP counsel to Seller and Consumers, relating to reliance on the May 22, 2003 opinion regarding issues of true sale and non-consolidation. | |
20. | Opinion of Sidley Austin LLP, counsel to the Administrative Agent, relating to enforceability, creation and perfection and priority of security interest perfected in the State of Delaware. | |
21. | Reliance letter of Sidley Austin LLP, counsel to the Administrative Agent, relating to reliance on the May 22, 2003 opinion regarding issues of enforceability, creating and perfection and priority of security interests perfected in the State of Delaware. | |
MISCELLANEOUS |
22. | Partial Release Authorization Letter among Administrative Agent, Falcon and JPMorgan Chase Bank as Trustee under the Indenture. |
23. | Amended and Restated Liquidity Asset Purchase Agreement between Falcon and JPM. (distributed to signatories only) | |
24. | Liquidity Asset Purchase Agreement among Victory, Union Bank and BTMU. (distributed to signatories only) | |
POST-CLOSING ITEMS | ||
25. | Letter Notice regarding Intercreditor Agreement among the Administrative Agent, the Purchasers, The Bank of New York Mellon (formerly, The Bank of New York), Consumers Funding LLC, the Seller and Consumers. | |
26. | Collection Account Agreement among the Originator, Seller, Servicer, Administrative Agent and each of the following collection banks in regards to the identified account(s): |
Collection Bank | Collection | Specified | ||||||
Account | Account | |||||||
JP Morgan Chase Bank | 1242263 | |||||||
Comerica Bank | 1076119914 |
ARTICLE I PURCHASE ARRANGEMENTS | 2 | |||||
Section 1.1 | Purchase Facility | 2 | ||||
Section 1.2 | Increases | 2 | ||||
Section 1.3 | Decreases | 3 | ||||
Section 1.4 | Payment Requirements | 3 | ||||
ARTICLE II PAYMENTS AND COLLECTIONS | 4 | |||||
Section 2.1 | Payments | 4 | ||||
Section 2.2 | Collections Prior to Amortization | 4 | ||||
Section 2.3 | Terminating Financial Institutions | 6 | ||||
Section 2.4 | Collections Following Amortization | 6 | ||||
Section 2.5 | Application of Collections | 6 | ||||
Section 2.6 | Payment Rescission | 7 | ||||
Section 2.7 | Maximum Purchaser Interests | 7 | ||||
Section 2.8 | Clean Up Call | 7 | ||||
Section 2.9 | Payment Allocations | 7 | ||||
ARTICLE III CONDUIT FUNDING | 8 | |||||
Section 3.1 | Yield | 8 | ||||
Section 3.2 | Payments | 8 | ||||
Section 3.3 | Calculation of Yield | 8 | ||||
ARTICLE IV FINANCIAL INSTITUTION FUNDING | 8 | |||||
Section 4.1 | Financial Institution Funding | 8 | ||||
Section 4.2 | Yield Payments | 8 | ||||
Section 4.3 | Selection and Continuation of Tranche Periods | 8 | ||||
Section 4.4 | Financial Institution Bank Rates | 9 | ||||
Section 4.5 | Suspension of the LIBO Rate | 9 | ||||
Section 4.6 | Liquidity Agreement Fundings | 10 | ||||
ARTICLE V REPRESENTATIONS AND WARRANTIES | 10 | |||||
Section 5.1 | Representations and Warranties of The Seller Parties | 10 | ||||
Section 5.2 | Financial Institution Representations and Warranties | 14 | ||||
ARTICLE VI CONDITIONS OF PURCHASES | 14 | |||||
Section 6.1 | Conditions Precedent to Effectiveness of this Agreement | 14 | ||||
Section 6.2 | Conditions Precedent to All Purchases and Reinvestments | 15 | ||||
ARTICLE VII COVENANTS | 16 | |||||
Section 7.1 | Affirmative Covenants of The Seller Parties | 16 | ||||
Section 7.2 | Negative Covenants of the Seller Parties | 25 | ||||
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ARTICLE VIII ADMINISTRATION AND COLLECTION | 27 | |||||
Section 8.1 | Designation of Servicer | 27 | ||||
Section 8.2 | Duties of Servicer | 28 | ||||
Section 8.3 | Collection Notices | 29 | ||||
Section 8.4 | Responsibilities of Seller | 29 | ||||
Section 8.5 | Reports | 30 | ||||
Section 8.6 | Servicing Fees | 30 | ||||
ARTICLE IX AMORTIZATION EVENTS | 30 | |||||
Section 9.1 | Amortization Events | 30 | ||||
Section 9.2 | Remedies | 32 | ||||
ARTICLE X INDEMNIFICATION | 33 | |||||
Section 10.1 | Indemnities by the Seller | 33 | ||||
Section 10.2 | Indemnities by the Servicer | 35 | ||||
Section 10.3 | Increased Cost and Reduced Return | 36 | ||||
Section 10.4 | Other Costs and Expenses | 37 | ||||
Section 10.5 | Accounting Based Consolidation Event | 37 | ||||
ARTICLE XI THE AGENT | 38 | |||||
Section 11.1 | Authorization and Action | 38 | ||||
Section 11.2 | Delegation of Duties | 38 | ||||
Section 11.3 | Exculpatory Provisions | 38 | ||||
Section 11.4 | Reliance by the Administrative Agent and the Managing Agents | 39 | ||||
Section 11.5 | Non-Reliance on Administrative Agent, the Managing Agents and Other Purchasers | 39 | ||||
Section 11.6 | Reimbursement and Indemnification | 40 | ||||
Section 11.7 | Administrative Agent and Managing Agents in their Individual Capacity | 40 | ||||
Section 11.8 | Successor Administrative Agent | 41 | ||||
Section 11.9 | Successor Managing Agent | 41 | ||||
ARTICLE XII ASSIGNMENTS; PARTICIPATIONS | 41 | |||||
Section 12.1 | Assignments | 41 | ||||
Section 12.2 | Participations | 43 | ||||
Section 12.3 | Additional Purchaser Groups | 43 | ||||
Section 12.4 | Extension of Liquidity Termination Date | 43 | ||||
Section 12.5 | Terminating Financial Institutions | 44 | ||||
Section 12.6 | USA Patriot Act Certification | 44 | ||||
Section 12.7 | Federal Reserve | 44 | ||||
Section 12.8 | Closing Date Assignments | 45 | ||||
ARTICLE XIII MISCELLANEOUS | 45 | |||||
Section 13.1 | Waivers and Amendments | 45 |
Page ii
Section 13.2 | Notices | 46 | ||||
Section 13.3 | Ratable Payments | 47 | ||||
Section 13.4 | Protection of Ownership Interests of the Purchasers | 47 | ||||
Section 13.5 | Confidentiality | 48 | ||||
Section 13.6 | Bankruptcy Petition | 48 | ||||
Section 13.7 | Limitation of Liability | 49 | ||||
Section 13.8 | CHOICE OF LAW | 49 | ||||
Section 13.9 | CONSENT TO JURISDICTION | 49 | ||||
Section 13.10 | WAIVER OF JURY TRIAL | 50 | ||||
Section 13.11 | Integration; Binding Effect; Survival of Terms | 50 | ||||
Section 13.12 | Counterparts; Severability; Section References | 50 | ||||
Section 13.13 | Agent Roles | 50 | ||||
Section 13.14 | Characterization | 51 | ||||
Section 13.15 | Intercreditor Agreement | 52 | ||||
Section 13.16 | Accounting Terms | 52 | ||||
Section 13.17 | USA Patriot Act | 53 | ||||
Section 13.18 | Required Ratings | 53 | ||||
Section 13.19 | Amendment and Restatement | 53 |
Exhibits and Schedules | ||
Exhibit I | Definitions | |
Exhibit II | Form of Purchase Notice | |
Exhibit III | Places of Business of the Seller Parties; Locations of Records; Federal Employer | |
Identification Number(s) | ||
Exhibit IV | Names of Collection Banks; Collection Accounts; Lock-Boxes; Specified Accounts | |
Exhibit V | Form of Compliance Certificate | |
Exhibit VI | Form of Collection Account Agreement | |
Exhibit VII | Form of Assignment Agreement | |
Exhibit VIII | Credit and Collection Policy | |
Exhibit IX | Form of Monthly Report | |
Exhibit X | Form of Reduction Notice | |
Exhibit XI | Form of P.O. Box Transfer Notice | |
Exhibit XII | Form of Daily Report | |
Exhibit XIII | Form of Joinder Agreement | |
Schedule A | Commitments | |
Schedule B | Closing Documents | |
Schedule C | Financial Covenant Definitions |
Page iii