Transfer and Administration Agreement - 范本
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by and among
DCC FUNDING LLC,
DIEBOLD CREDIT CORPORATION,
as Originator and as Servicer,
DIEBOLD, INCORPORATED,
as Guarantor,
RECEIVABLES CAPITAL CORPORATION,
as Conduit Investor,
BANK OF AMERICA, NATIONAL ASSOCIATION,
as Agent, as Administrator and as an Alternate Investor,
and
THE OTHER ALTERNATE INVESTORS
FROM TIME TO TIME PARTIES HERETO
[BANK OF AMERICA LOGO]
Transfer and Administration Agreement
全文目录如下：
详细内容见附件
Section 1.1 CERTAIN DEFINED TERMS.
SECTION 1.3 COMPUTATION OF TIME PERIODS
ARTICLE II PURCHASES AND SETTLEMENTS
Section 2.1 TRANSFER OF AFFECTED ASSETS; INTENDED CHARACTERIZATION
SECTION 2.3 INVESTMENT PROCEDURES.
SECTION 2.4 [IS RESERVED AND IS SPECIFIED IN SCHEDULE I.]
SECTION 2.5 YIELD, FEES AND OTHER COSTS AND EXPENSES.
SECTION 2.6 DEEMED COLLECTIONS. DILUTIONS
SECTION 2.7 PAYMENTS AND COMPUTATIONS, ETC
SECTION 2.9 COLLECTION ACCOUNT
SECTION 2.10 SHARING OF PAYMENTS, ETC
ARTICLE III ADDITIONAL ALTERNATE INVESTOR PROVISIONS
SECTION 3.1 ASSIGNMENT TO ALTERNATE INVESTORS.
SECTION 3.2 DOWNGRADE OF ALTERNATE INVESTOR. DOWNGRADES GENERALLY.
SECTION 3.3 NON-RENEWING ALTERNATE INVESTORS.
ARTICLE IV REPRESENTATIONS AND WARRANTIES
SECTION 4.1 REPRESENTATIONS AND WARRANTIES OF THE SPV AND THE SERVICER.
SECTION 4.2 ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE SERVICER.
SECTION 4.3 REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR
ARTICLE V CONDITIONS PRECEDENT
SECTION 5.1 CONDITIONS PRECEDENT TO CLOSING
SECTION 5.2 CONDITIONS PRECEDENT TO ALL INVESTMENTS AND REINVESTMENTS.
SECTION 6.1 AFFIRMATIVE COVENANTS OF THE SPV AND SERVICER.
SECTION 6.2 NEGATIVE COVENANTS OF THE SPV AND SERVICER.
SECTION 6.3 HEDGING ON POOL RECEIVABLES.
ARTICLE VII ADMINISTRATION AND COLLECTIONS
SECTION 7.1 APPOINTMENT OF SERVICER.
SECTION 7.2 DUTIES OF SERVICER.
SECTION 7.3 BLOCKED ACCOUNT ARRANGEMENTS.
SECTION 7.4 ENFORCEMENT RIGHTS AFTER DESIGNATION OF NEW SERVICER.
SECTION 7.7 PROTECTION OF OWNERSHIP INTEREST OF THE INVESTORS
ARTICLE VIII TERMINATION EVENTS
SECTION 8.1 TERMINATION EVENTS.
ARTICLE IX NDEMNIFICATION; EXPENSES; RELATED MATTERS
SECTION 9.1 INDEMNITIES BY THE SPV
SECTION 9.2 INDEMNITY FOR TAXES, RESERVES AND EXPENSES.
SECTION 9.4 OTHER COSTS AND EXPENSES; BREAKAGE COSTS
SECTION 9.5 RECONVEYANCE UNDER CERTAIN CIRCUMSTANCES
SECTION 9.6 INDEMNITIES BY THE SERVICER
SECTION 9.7 SUBSTITUTION OF INVESTOR
SECTION 10.1 APPOINTMENT AND AUTHORIZATION OF AGENT
SECTION 10.2 DELEGATION OF DUTIES
SECTION 10.3 LIABILITY OF AGENT
SECTION 10.4 RELIANCE BY AGENT
SECTION 10.5 NOTICE OF TERMINATION EVENT, POTENTIAL TERMINATION EVENT OR SERVICER DEFAULT.
SECTION 10.6 CREDIT DECISION; DISCLOSURE OF INFORMATION BY THE AGENT.
SECTION 10.7 INDEMNIFICATION OF THE AGENT
SECTION 10.8 AGENT IN INDIVIDUAL CAPACITY
SECTION 10.9 RESIGNATION OF AGENT
SECTION 10.10 PAYMENTS BY THE AGENT
SECTION 11.1 TERM OF AGREEMENT
SECTION 11.2 WAIVERS; AMENDMENTS
SECTION 11.3 NOTICES; PAYMENT INFORMATION
SECTION 11.4 GOVERNING LAW; SUBMISSION TO JURISDICTION; APPOINTMENT OFSERVICE AGENT.
SECTION 11.6 SEVERABILITY OF PROVISIONS
SECTION 11.7 COUNTERPARTS; FACSIMILE DELIVERY
SECTION 11.8 SUCCESSORS AND ASSIGNS; BINDING EFFECT
SECTION 11.10 NO BANKRUPTCY PETITION AGAINST THE CONDUIT INVESTOR
SECTION 11.11 RESETTING OF THREE-MONTH AVERAGE DELINQUENCY RATIO
SCHEDULES
Schedule I Yield and Rate Periods
Schedule II Settlement Procedures
Schedule 4.1 (g) List of Actions and Suits Schedule 4.1 (i) Location of Certain Offices and Records Schedule 4.1 (s) List of Blocked Account Banks and Blocked Accounts Schedule 11.3 Address and Payment Information
EXHIBITS
Exhibit A Form of Assignment and Assumption Agreement
Exhibit B Form of Contracts
Exhibit C Credit and Collection Policies and Practices
Exhibit D Form of Investment Request
Exhibit E Form of Blocked Account Agreement
Exhibit F Form of Servicer Report
Exhibit G Form of SPV Secretary's Certificate
Exhibit H Form of Originator/Servicer/Guarantor Secretary's Certificate
Exhibit I Form of Opinion of Counsel for the SPV, Originator and Servicer
Exhibit J Form of Hedging Agreement
TRANSFER AND ADMINISTRATION AGREEMENT
This TRANSFER AND ADMINISTRATION AGREEMENT (this "AGREEMENT"), dated as of March 30, 2001, by and among DCC FUNDING LLC, a Delaware limited liability company (the "SPV"), DIEBOLD CREDIT CORPORATION, a Delaware corporation, individually (the "ORIGINATOR") and as initial Servicer, DIEBOLD, INCORPORATED, an Ohio corporation, as Guarantor ("GUARANTOR"), RECEIVABLES CAPITAL CORPORATION, a Delaware corporation, as the Conduit Investor, BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association ("BANK OF AMERICA "), as the Agent for the Investors, as Administrator and as an Alternate Investor, and the financial institutions from time to time parties hereto as Alternate Investors.
DEFINITIONS
Section 1.1 CERTAIN DEFINED TERMS.
As used in this Agreement, the following terms shall have the following meanings:
"ADCB" means, on any date of determination, the sum of (i) the Discounted Contract Balance of each Eligible Receivable (excluding all Defaulted Receivables) included in the Asset Interest as of the date of such determination MINUS (ii) the portion of the Discounted Contract Balance of any Pool Receivable, which when aggregated with the Discounted Contract Balances of each other applicable Pool Receivable, exceeds any applicable Portfolio Concentration CRITERIA.
"ADDITIONAL COSTS" is defined in Section 9.2 (d).
"ADDITIONAL RECEIVABLES" means all Receivables purchased after the Closing Date.
"ADMINISTRATION FEE RATE" is defined in the Fee Letter.
"ADMINISTRATOR" means Bank of America or an Affiliate thereof, as Administrator for the Conduit Investor or Bank of America or an Affiliate thereof, as administrator for any Conduit Assignee.
"ADVERSE CLAIM" means a lien, security interest, charge or encumbrance, or other right or claim in, of or on any Person's assets or properties in favor of any other Person (including any UCC financing statement or any similar instrument filed against such Person's assets or properties).
"AFFECTED ASSETS" means, collectively,
(a) the Pool Receivables,
(b) the Related Security,
(c) all rights and remedies of the SPV under the First Tier Agreement, together with all financing statements filed by the SPV against the Originator in connection therewith,
(d) the Hedge Collateral,
(e) all Blocked Accounts and all funds and investments therein and all Blocked Account Agreements, and
(f) all proceeds of the foregoing.
附件：
1.
Transfer and Administration Agreement - DCC Funding LLC, Diebold Credit Corp., Receivables Capital Corp. and bank of America NA (Mar 30, 2001).docx
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发布于 2021-11-23 15:46:33
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