Common use of Accounts Receivable Facility Transaction Clause in Contracts

Accounts Receivable Facility Transaction. On the Accounts Receivable Facility Transaction Date, (i) Holdings shall have delivered to the Administrative Agent an officer’s certificate executed by an Authorized Officer of Holdings demonstrating compliance with a Leverage Ratio of 3:00:1.00 or less (calculated on a Pro Forma Basis after giving effect to the incurrence of the Receivable Indebtedness under the Accounts Receivables Facility Documents), together with calculations in reasonable detail demonstrating such compliance, (ii) Holdings shall have delivered to the Agents and the Lenders true and correct copies of all Accounts Receivable Facility Documents, certified as such by an Authorized Officer of Holdings, (iii) the Accounts Receivable Facility Documents (and the terms and conditions thereof) shall satisfy the Initial Accounts Receivable Facility Requirements and otherwise be in form and substance satisfactory to the Agents, (iv) the Receivables Entity designated with respect thereto shall comply in all respects with the definition of “Receivables Entity”, (v) all Accounts Receivable Facility Documents shall be in full force and effect, (vi) each of the conditions precedent to the consummation of the Accounts Receivable Facility Transaction shall have been satisfied and not waived except with the consent of the Administrative Agent and the Required Lenders to the reasonable satisfaction of the Administrative Agent and the Required Lenders, (vii) each of the representations and warranties of the Receivables Sellers and the Receivables Entity contained in the Accounts Receivable Facility Documents shall be true and correct in all material respects, and (viii) the Accounts Receivable Facility Transaction shall have been consummated in all material respects in accordance with all applicable law and the Accounts Receivable Facility Documents.

Accounts Receivable Facility Transaction. On the Accounts ---------------------------------------- Receivable Facility Transaction Date, (i) Holdings there shall have been delivered to the Administrative Agent an officer’s certificate executed by an Authorized Officer of Holdings demonstrating compliance with a Leverage Ratio of 3:00:1.00 or less (calculated on a Pro Forma Basis after giving effect to the incurrence of the Receivable Indebtedness under the Accounts Receivables Facility Documents), together with calculations in reasonable detail demonstrating such compliance, (ii) Holdings shall have delivered to the Agents and the Lenders Required Banks true and correct copies of all Accounts Receivable Facility Documents, certified as such by an Authorized Officer officer of Holdingsthe Borrower, and all of the terms and conditions of the Accounts Receivable Facility Documents shall be in form and substance reasonably satisfactory to the Agent and the Required Banks, (iiiii) the Accounts Receivable Facility Documents (and Transaction, including all of the terms and conditions thereof) , shall satisfy have been duly approved by the Initial Accounts Receivable Facility Requirements board of directors of the Borrower, and otherwise be in form and substance satisfactory to the Agents, (iv) the Receivables Entity designated with respect thereto shall comply in all respects with the definition of “Receivables Entity”, (v) all Accounts Receivable Facility Documents shall be in full force and effect, (viiii) each of the conditions precedent to the consummation of the Accounts Receivable Facility Transaction shall have been satisfied and not waived except with the consent of the Administrative Agent and the Required Lenders Banks to the reasonable satisfaction of the Administrative Agent and the Required LendersBanks, (viiiv) each of the representations and warranties of the Receivables Sellers Designated Credit Parties and the Receivables Entity contained in the Accounts Receivable Facility Documents shall be true and correct in all material respects, and (viiiv) the Accounts Receivable Facility Transaction shall have been consummated in all material respects in accordance with all applicable law and the Accounts Receivable Facility Documents.Documents and (vi) the Borrower and/or the other Designated Credit Parties shall have received the Accounts Receivable Facility Proceeds and used the same to make any prepayment and/or satisfy any cash collateral requirement required under Section 4.02(A)(a) as a result of the reduction to the Total Revolving Loan Commitment on such date under Section 3.03(d). --60--

Accounts Receivable Facility Transaction. On the Accounts Receivable Facility Transaction Date, (i) Holdings the U.S. Borrower shall have delivered deliver to the Administrative Agent an officer’s certificate executed by an Authorized Officer of Holdings demonstrating compliance with a Leverage Ratio of 3:00:1.00 or less (calculated on a Pro Forma Basis after giving effect to the incurrence of the Receivable Indebtedness under the Accounts Receivables Facility Documents), together with calculations in reasonable detail demonstrating such compliance, (ii) Holdings shall have delivered to the Agents and the Lenders Required Banks true and correct copies of all Accounts Receivable Facility Documents, certified as such by an Authorized Officer officer of Holdingsthe U.S. Borrower, and all of the terms and conditions of the Accounts Receivable Facility Documents shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks, (iiiii) the Accounts Receivable Facility Documents (and Transaction, including all of the terms and conditions thereof) , shall satisfy have been duly approved by the Initial Accounts Receivable Facility Requirements board of directors of the U.S. Borrower, and otherwise be in form and substance satisfactory to the Agents, (iv) the Receivables Entity designated with respect thereto shall comply in all respects with the definition of “Receivables Entity”, (v) all Accounts Receivable Facility Documents shall be in full force and effect, (viiii) each of the conditions precedent to the consummation of the Accounts Receivable Facility Transaction shall have been satisfied and not waived except with the consent of the Administrative Agent and the Required Lenders Banks to the reasonable satisfaction of the Administrative Agent and the Required LendersBanks, (viiiv) each of the representations and warranties of the Receivables Sellers Designated Credit Parties and the Receivables Entity contained in the Accounts Receivable Facility Documents shall be true and correct in all material respects, and (viiiv) the Accounts Receivable Facility Transaction shall have been consummated in all material respects in accordance with all applicable law and the Accounts Receivable Facility DocumentsDocuments and (vi) each Borrower and/or the other Designated Credit Parties shall have received the Accounts Receivable Facility Proceeds and used the same to make any prepayment and/or satisfy any cash collateral requirement required under Section 4.02(A)(a) as a result of the reduction to the Total A Revolving Loan Commitment on such date under Section 3.03(e).

Accounts Receivable Facility Transaction. On the Accounts ---------------------------------------- Receivable Facility Transaction Date, (i) Holdings the U.S. Borrower shall have delivered deliver to the Administrative Agent an officer’s certificate executed by an Authorized Officer of Holdings demonstrating compliance with a Leverage Ratio of 3:00:1.00 or less (calculated on a Pro Forma Basis after giving effect to the incurrence of the Receivable Indebtedness under the Accounts Receivables Facility Documents), together with calculations in reasonable detail demonstrating such compliance, (ii) Holdings shall have delivered to the Agents and the Lenders Required Banks true and correct copies of all Accounts Receivable Facility Documents, certified as such by an Authorized Officer officer of Holdingsthe U.S. Borrower, and all of the terms and conditions of the Accounts Receivable Facility Documents shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks, (iiiii) the Accounts Receivable Facility Documents (and Transaction, including all of the terms and conditions thereof) , shall satisfy have been duly approved by the Initial Accounts Receivable Facility Requirements board of directors of the U.S. Borrower, and otherwise be in form and substance satisfactory to the Agents, (iv) the Receivables Entity designated with respect thereto shall comply in all respects with the definition of “Receivables Entity”, (v) all Accounts Receivable Facility Documents shall be in full force and effect, (viiii) each of the conditions precedent to the consummation of the Accounts Receivable Facility Transaction shall have been satisfied and not waived except with the consent of the Administrative Agent and the Required Lenders Banks to the reasonable satisfaction of the Administrative Agent and the Required LendersBanks, (viiiv) each of the representations and warranties of the Receivables Sellers Designated Credit Parties and the Receivables Entity contained in the Accounts Receivable Facility Documents shall be true and correct in all material respects, and (viiiv) the Accounts Receivable Facility Transaction shall have been consummated in all material respects in accordance with all applicable law and the Accounts Receivable Facility DocumentsDocuments and (vi) each Borrower and/or the other Designated Credit Parties shall have received the Accounts Receivable Facility Proceeds and used the same to make any prepayment and/or satisfy any cash collateral requirement required under Section 4.02(A)(a) as a result of the reduction to the Total A Revolving Loan Commitment on such date under Section 3.03(e).