11.06. Governing Law
70
Section 11.07. Jurisdiction, Etc
70
Section 11.08. Execution in Counterparts
71
Section 11.09. Intent of the Parties
71
Section 11.10. Entire Agreement
71
Section 11.11. Severability of Provisions
71
Section 11.12. No Liability of Syndication Agent
72
Section 11.13. Waiver of Jury Trial
72
iii
EXHIBITS
EXHIBIT A
Form of Assignment and Acceptance
EXHIBIT B-1
Form of Seller Report
EXHIBIT B-2
Form of Receivables Report
EXHIBIT C
Form of Lock-Box Agreement
EXHIBIT D
Form of Canadian Receivables Sale Agreement
EXHIBIT E
Form of Canadian Consent and Agreement
EXHIBIT F
Form of Notice of Purchase
EXHIBIT G
Form of Swing Increase Request
EXHIBIT H
[deleted]
EXHIBIT I
Form of Notice of Conversion or Continuation
EXHIBIT J
Form of Opinion of Gowling LaFleur Henderson LLP, Counsel to the Seller and
the Canadian Originator
SCHEDULES
SCHEDULE I
Lock-Box Banks and Lock-Box Accounts
SCHEDULE II
Credit and Collection Policy
SCHEDULE III
Jurisdiction of Incorporation, Organizational Identification Number and
Location of the Seller's Principal Place of Business, Chief Executive Office and
Office Where Records are Kept
SCHEDULE IV
Forms of Invoices
SCHEDULE V
Changes in Financial Conditions or Operations
SCHEDULE VI
PPSA Filing Jurisdictions
SCHEDULE VII
Commitments
CANADIAN RECEIVABLES PURCHASE AGREEMENT
This CANADIAN RECEIVABLES PURCHASE AGREEMENT, dated as of July 13, 2007
(this "Agreement"), among POLYONE FUNDING CANADA CORPORATION, a Canadian
corporation (the "Seller"), POLYONE CORPORATION, an Ohio corporation
("PolyOne"), as the Servicer (as hereinafter defined), the banks and other
financial institutions listed on the signature pages hereof, as the Initial
Purchasers (the "Initial Purchasers"), CITICORP USA, INC., a Delaware
corporation ("Citicorp"), as administrative agent (the "Agent") for the
Purchasers and the other Owners (as hereinafter defined), and NATIONAL CITY
BUSINESS CREDIT, INC., an Ohio corporation ("NCBC"), as the syndication agent
(the "Syndication Agent").
PRELIMINARY STATEMENTS:
(1) The Seller will from time to time purchase or otherwise acquire from
the Canadian Originator Pool Receivables which the Seller intends to sell
hereunder.
(2) The Purchasers may at any time purchase such Pool Receivables from the
Seller and from time to time make Capital Increases.
(3) In consideration of the reinvestment in Pool Receivables of daily
Collections (other than with regard to accrued Yield and any fees), the Seller
will sell to the Agent on behalf of the Owners additional Pool Receivables until
such reinvestment is terminated.
(4) PolyOne has been requested and is willing to act as the Servicer.
(5) Citicorp has been requested and is willing to act as the Agent.
(6) NCBC has been requested and is willing to act as the Syndication Agent.
(7) Certain terms which are capitalized and used throughout this Agreement
(in addition to those defined above) are defined in Article I of this Agreement.
NOW, THEREFORE, in consideration of the premises, the parties hereto agree
as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Certain Defined Terms.
As used in this Agreement, the following terms shall have the following
meanings (such meanings to be equally applicable to both the singular and plural
forms of