Common use of Accounts Receivable Subsidiary Clause in Contracts

Accounts Receivable Subsidiary. The Company: (a) may, and may permit any of its Subsidiaries to, notwithstanding the provisions of Section 4.7 hereof, make Investments in the Accounts Receivable Subsidiary (i) the proceeds of which are applied within five Business Days of the making thereof solely to finance (A) the purchase of accounts receivable of the Company and its Subsidiaries (provided that the aggregate amount of Investments pursuant to this clause (i)(A) made since the date of this Indenture (including any such Investments made concurrently with the consummation of the Transaction) shall not exceed $56 million, plus the amount of any return of capital (excluding payment of dividends) or any repayment of the principal amount of any Indebtedness constituting such Investments by the Accounts Receivable Subsidiary since the date of this Indenture) or (B) payments required in connection with the termination of all then existing arrangements relating to the sale of accounts receivable or participation interests therein by the Accounts Receivable Subsidiary (provided that the Accounts Receivable Subsidiary shall receive cash, Cash Equivalents and accounts receivable having an aggregate fair market value not less than the amount of such payments in exchange therefor) and (ii) in the form of Accounts Receivable Subsidiary Notes to the extent permitted by clause (b) below; (b) shall not, and shall not permit any of its Subsidiaries to, sell accounts receivable to the Accounts Receivable Subsidiary except for consideration in an amount not less than that which would be obtained in an arm's length transaction and solely in the form of cash or Cash Equivalents; provided that the Accounts Receivable Subsidiary may pay the purchase price for any such accounts receivable in the form of Accounts Receivable Subsidiary Notes so long as, after giving effect to the issuance of any such Accounts Receivable Subsidiary Notes, the aggregate principal amount of all Accounts Receivable Subsidiary Notes outstanding shall not exceed 10% of the aggregate purchase price paid for all outstanding accounts receivable purchased by the Accounts Receivable Subsidiary since the date of this Indenture (and not written off or required to be written off in accordance with the normal business practice of the Accounts Receivable Subsidiary); (c) shall not permit the Accounts Receivable Subsidiary to sell any accounts receivable purchased from the Company and its Subsidiaries or participation interests therein to any other Person except on an arm's length basis and solely for consideration in the form of cash or Cash Equivalents or certificates representing undivided interests of a Receivables Trust; provided that the Accounts Receivable Subsidiary may not sell such certificates to any other Person except on an arm's length basis and solely for consideration in the form of cash or Cash Equivalents; (d) shall not, and shall not permit any of its Subsidiaries to, enter into any guarantee, subject any of their respective properties or assets (other than the accounts receivable sold by them to the Accounts Receivable Subsidiary) to the satisfaction of any liability or obligation or otherwise incur any liability or obligation (contingent or otherwise), in each case, on behalf of the Accounts Receivable Subsidiary or in connection with any sale of accounts receivable or participation interests therein by or to the Accounts Receivable Subsidiary, other than customary obligations relating to breaches of representations, warranties, covenants and other agreements of the Company or any of its Subsidiaries with respect to the accounts receivable sold by the Company or any of its Subsidiaries to the Accounts Receivable Subsidiary or with respect to the servicing thereof as set forth in the Accounts Receivable Agreements as in effect on the date of this Indenture or in any replacement or substitute agreement, so long as the obligations set forth in such replacement or substitute agreement are no more burdensome in any material respect than those contained in the Accounts Receivable Agreements as in effect on the date of this Indenture provided that neither the Company nor any of its Subsidiaries shall at any time guarantee or be otherwise liable for the collectibility of accounts receivable sold by them; (e) shall not permit the Accounts Receivable Subsidiary to engage in any business or transaction other than the purchase and sale of accounts receivable or participation interests therein of the Company and its Subsidiaries and activities incidental thereto; (f) shall not permit the Accounts Receivable Subsidiary to incur any Indebtedness other than the Accounts Receivable Subsidiary Notes, Indebtedness owed to the Company and Non-Recourse Indebtedness; provided that the aggregate principal amount of all such Indebtedness of the Accounts Receivable Subsidiary shall not exceed the book value of its total assets as determined in accordance with GAAP; (g) shall cause the Accounts Receivable Subsidiary to remit to the Company on a monthly basis as a distribution, all available cash and Cash Equivalents not held in a collection account pledged to acquirors of accounts receivable or participation interests therein, to the extent not applied (x) to pay interest or principal on the Accounts Receivable Subsidiary Notes or any Indebtedness of the Accounts Receivable Subsidiary owed to the Company, (y) to pay or maintain reserves for reasonable operating expenses of the Accounts Receivable Subsidiary or to satisfy reasonable minimum operating capital requirements or (z) to finance the purchase of additional accounts receivable of the Company and its Subsidiaries; and (h) shall not, and shall not permit any of its Subsidiaries to, sell accounts receivable to, or enter into any other transaction with or for the benefit of, the Accounts Receivable Subsidiary (i) if the Accounts Receivable Subsidiary pursuant to or within the meaning of any Bankruptcy Law (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become due; or (ii) if a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Accounts Receivable Subsidiary in an involuntary case, (B) appoints a Custodian of the Accounts Receivable Subsidiary or for all or substantially all of the property of the Accounts Receivable Subsidiary, or (C) orders the liquidation of the Accounts Receivable Subsidiary, and, with respect to clause (ii) hereof, the order or decree remains unstayed and in effect 60 consecutive days.

Accounts Receivable Subsidiary. The Company: (a) Notwithstanding the provisions of Section 4.3, the Company may, and may permit any of its Subsidiaries to, notwithstanding the provisions of Section 4.7 hereof, make Investments in the an Accounts Receivable Subsidiary (i) the proceeds of which are applied within five Business Days of the making thereof solely to finance (A) the purchase of accounts receivable of the Company and its Subsidiaries (provided that the aggregate amount of Investments pursuant to this clause (i)(A) made since the date of this Indenture (including any such Investments made concurrently with the consummation of the Transaction) shall not exceed $56 million, plus the amount of any return of capital (excluding payment of dividends) or any repayment of the principal amount of any Indebtedness constituting such Investments by the Accounts Receivable Subsidiary since the date of this Indenture) or (B) payments required in connection with the termination of all then existing arrangements relating to the sale of accounts receivable or participation interests therein by the Accounts Receivable Subsidiary (provided that the Accounts Receivable Subsidiary shall receive cash, Cash Equivalents and accounts receivable having an aggregate fair market value not less than the amount of such payments in exchange therefor) and (ii) in the form of Accounts Receivable Subsidiary Notes to the extent permitted by clause (b) below; provided that the aggregate amount of such Investments shall not exceed the greater of $20 million or 20% of the TARC Borrowing Base at any time; (b) shall The Company may not, and shall not nor may it permit any of its Subsidiaries to, sell accounts receivable to the an Accounts Receivable Subsidiary except for consideration in an amount not less than that which would be obtained in an arm's length transaction and solely in the form of cash or Cash Equivalents; provided that the an Accounts Receivable Subsidiary may pay the purchase price for any such accounts receivable in the form of Accounts Receivable Subsidiary Notes so long as, after giving effect to the issuance of any such Accounts Receivable Subsidiary Notes, the aggregate principal amount of all Accounts Receivable Subsidiary Notes outstanding shall not exceed 10the greater of $20 million or 20% of the aggregate purchase price paid for all outstanding accounts receivable purchased by the an Accounts Receivable Subsidiary since the date of this Indenture (and not written off or required to be written off in accordance with the normal business practice of the an Accounts Receivable Subsidiary); (c) shall not permit the Accounts Receivable Subsidiary to sell any accounts receivable purchased from the The Company and its Subsidiaries or participation interests therein to any other Person except on an arm's length basis and solely for consideration in the form of cash or Cash Equivalents or certificates representing undivided interests of a Receivables Trust; provided that the Accounts Receivable Subsidiary may not sell such certificates to any other Person except on an arm's length basis and solely for consideration in the form of cash or Cash Equivalents; (d) shall not, and shall not nor may it permit any of its Subsidiaries to, enter into any guarantee, subject any of their respective properties or assets (other than the accounts receivable sold by them to the an Accounts Receivable Subsidiary) to the satisfaction of any liability or obligation or otherwise incur any liability or obligation (contingent or otherwise), in each case, on behalf of the an Accounts Receivable Subsidiary or in connection with any sale of accounts receivable or participation interests therein by or to the an Accounts Receivable Subsidiary, other than customary obligations relating to breaches of representations, warranties, covenants covenants, and other agreements of the Company or any of its Subsidiaries with respect to the accounts receivable sold by the Company or any of its Subsidiaries to the an Accounts Receivable Subsidiary or with respect to the servicing thereof as set forth in the Accounts Receivable Agreements as in effect on the date of this Indenture or in any replacement or substitute agreement, so long as the obligations set forth in such replacement or substitute agreement are no more burdensome in any material respect than those contained in the Accounts Receivable Agreements as in effect on the date of this Indenture thereof; provided that neither the Company nor any of its Subsidiaries shall at any time guarantee or be otherwise liable for the collectibility of accounts receivable sold by them; (e) shall not permit the Accounts Receivable Subsidiary to engage in any business or transaction other than the purchase and sale of accounts receivable or participation interests therein of the Company and its Subsidiaries and activities incidental thereto; (f) shall not permit the Accounts Receivable Subsidiary to incur any Indebtedness other than the Accounts Receivable Subsidiary Notes, Indebtedness owed to the Company and Non-Recourse Indebtedness; provided that the aggregate principal amount of all such Indebtedness of the Accounts Receivable Subsidiary shall not exceed the book value of its total assets as determined in accordance with GAAP; (g) shall cause the Accounts Receivable Subsidiary to remit to the Company on a monthly basis as a distribution, all available cash and Cash Equivalents not held in a collection account pledged to acquirors of accounts receivable or participation interests therein, to the extent not applied (x) to pay interest or principal on the Accounts Receivable Subsidiary Notes or any Indebtedness of the Accounts Receivable Subsidiary owed to the Company, (y) to pay or maintain reserves for reasonable operating expenses of the Accounts Receivable Subsidiary or to satisfy reasonable minimum operating capital requirements or (z) to finance the purchase of additional accounts receivable of the Company and its Subsidiaries; and (hd) shall The Company may not, and shall not nor may it permit any of its Subsidiaries to, sell accounts receivable to, or enter into any other such transaction with or for the benefit of, the an Accounts Receivable Subsidiary (i) if the such Accounts Receivable Subsidiary pursuant to or within the meaning of any Bankruptcy Law (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become due; or (ii) if a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Accounts Receivable Subsidiary in an involuntary case, (B) appoints a Custodian of the Accounts Receivable Subsidiary or for all or substantially all of the property of the Accounts Receivable Subsidiary, or (C) orders the liquidation of the Accounts Receivable Subsidiary, and, with respect to clause (ii) hereof, the order or decree remains unstayed and in effect 60 consecutive days.such

Accounts Receivable Subsidiary. The Company: (a) may, and may permit any of its Subsidiaries to, notwithstanding the provisions of Section 4.7 hereof4.07 of this Indenture, make Investments in the an Accounts Receivable Subsidiary Subsidiary: (i) the proceeds of which are applied within five Business Days of the making thereof solely to finance finance: (A) the purchase of accounts receivable of the Company and its Subsidiaries (provided that the aggregate amount of Investments pursuant to this clause (i)(A) made since the date of this Indenture (including any such Investments made concurrently with the consummation of the Transaction) shall not exceed $56 million, plus the amount of any return of capital (excluding payment of dividends) or any repayment of the principal amount of any Indebtedness constituting such Investments by the Accounts Receivable Subsidiary since the date of this Indenture) or (B) payments required in connection with the termination of all then existing arrangements relating to the sale of accounts receivable or participation interests therein by the an Accounts Receivable Subsidiary (provided that the Accounts Receivable Subsidiary shall receive cash, Cash Equivalents and accounts receivable having an aggregate fair market value not less than the amount of such payments in exchange therefor) and (ii) in the form of Accounts Receivable Subsidiary Notes to the extent permitted by clause (b) below; (b) shall not, and shall not permit any of its Subsidiaries to, sell accounts receivable to the an Accounts Receivable Subsidiary except for consideration in an amount not less than that which would be obtained in an arm's length transaction and solely in the form of cash or Cash Equivalents; provided that the an Accounts Receivable Subsidiary may pay the purchase price for any such accounts receivable in the form of Accounts Receivable Subsidiary Notes so long as, after giving effect to the issuance of any such Accounts Receivable Subsidiary Notes, the aggregate principal amount of all Accounts Receivable Subsidiary Notes outstanding shall not exceed 1020% of the aggregate purchase price paid for all outstanding accounts receivable purchased by the an Accounts Receivable Subsidiary since the date of this Indenture (and not written off or required to be written off in accordance with the normal business practice of the an Accounts Receivable Subsidiary); (c) shall not permit the an Accounts Receivable Subsidiary to sell any accounts receivable purchased from the Company and or its Subsidiaries or participation interests therein to any other Person except on an arm's length basis and solely for consideration in the form of cash or Cash Equivalents or certificates representing undivided interests of a Receivables Trust; provided that the an Accounts Receivable Subsidiary may not sell such certificates to any other Person except on an arm's length basis and solely for consideration in the form of cash or Cash Equivalents; (d) shall not, and shall not permit any of its Subsidiaries to, enter into any guarantee, subject any of their respective properties or assets (other than the accounts receivable sold by them to the an Accounts Receivable Subsidiary) to the satisfaction of any liability or obligation or otherwise incur any liability or obligation (contingent or otherwise), in each case, on behalf of the an Accounts Receivable Subsidiary or in connection with any sale of accounts receivable or participation interests therein by or to the an Accounts Receivable Subsidiary, other than customary obligations relating to breaches of representations, warranties, covenants and other agreements of the Company or any of its Subsidiaries with respect to the accounts receivable sold by the Company or any of its Subsidiaries to the an Accounts Receivable Subsidiary or with respect to the servicing thereof as set forth in the Accounts Receivable Agreements as in effect on the date of this Indenture or in any replacement or substitute agreement, so long as the obligations set forth in such replacement or substitute agreement are no more burdensome in any material respect than those contained in the Accounts Receivable Agreements as in effect on the date of this Indenture provided thereof; PROVIDED that neither the Company nor any of its Subsidiaries shall at any time guarantee or be otherwise liable for the collectibility of accounts receivable sold by them; (e) shall not permit the an Accounts Receivable Subsidiary to engage in any business or transaction other than the purchase and sale of accounts receivable or participation interests therein of the Company and its Subsidiaries and activities incidental thereto; (f) shall not permit the an Accounts Receivable Subsidiary to incur any Indebtedness other than the Accounts Receivable Subsidiary Notes, Indebtedness owed to the Company and Non-Recourse Indebtedness; provided PROVIDED that the aggregate principal amount of all such Indebtedness of the an Accounts Receivable Subsidiary shall not exceed the book value of its total assets as determined in accordance with GAAP; (g) shall cause the any Accounts Receivable Subsidiary to remit to the Company or a Restricted Subsidiary of the Company on a monthly basis as a distribution, distribution all available cash and Cash Equivalents not held in a collection account pledged to acquirors acquirers of accounts receivable or participation interests therein, to the extent not applied to (xi) to pay interest or principal on the Accounts Receivable Subsidiary Notes or any Indebtedness of the such Accounts Receivable Subsidiary owed to the Company, (yii) to pay or maintain reserves for reasonable operating expenses of the such Accounts Receivable Subsidiary or to satisfy reasonable minimum operating capital requirements or (ziii) to finance the purchase of additional accounts receivable of the Company and its Subsidiaries; and (h) shall not, and shall not permit any of its Subsidiaries to, sell accounts receivable to, or enter into any other transaction with or for the benefit of, the an Accounts Receivable Subsidiary (i) if the such Accounts Receivable Subsidiary pursuant to or within the meaning of any Bankruptcy Law (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become due; or (ii) if a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the such Accounts Receivable Subsidiary in an involuntary case, (B) appoints a Custodian of the such Accounts Receivable Subsidiary or for all or substantially all of the property of the such Accounts Receivable Subsidiary, or (C) orders the liquidation of the such Accounts Receivable Subsidiary, and, with respect to clause (ii) hereof, the order or decree remains unstayed and in effect for 60 consecutive days.

Accounts Receivable Subsidiary. The Company: (a) may, and may permit any of its Subsidiaries to, notwithstanding the provisions of Section 4.7 hereof4.07 of this Indenture, make Investments in the an Accounts Receivable Subsidiary Subsidiary: (i) the proceeds of which are applied within five Business Days of the making thereof solely to finance finance: (A) the purchase of accounts receivable of the Company and its Subsidiaries (provided that the aggregate amount of Investments pursuant to this clause (i)(A) made since the date of this Indenture (including any such Investments made concurrently with the consummation of the Transaction) shall not exceed $56 million, plus the amount of any return of capital (excluding payment of dividends) or any repayment of the principal amount of any Indebtedness constituting such Investments by the Accounts Receivable Subsidiary since the date of this Indenture) or (B) payments required in connection with the termination of all then existing arrangements relating to the sale of accounts receivable or participation interests therein by the an Accounts Receivable Subsidiary (provided that the Accounts Receivable Subsidiary shall receive cash, Cash Equivalents and accounts receivable having an aggregate fair market value not less than the amount of such payments in exchange therefor) and (ii) in the form of Accounts Receivable Subsidiary Notes to the extent permitted by clause (b) below; (b) shall not, and shall not permit any of its Subsidiaries to, sell accounts receivable to the an Accounts Receivable Subsidiary except for consideration in an amount not less than that which would be obtained in an arm's length transaction and solely in the form of cash or Cash Equivalents; provided that the an Accounts Receivable Subsidiary may pay the purchase price for any such accounts receivable in the form of Accounts Receivable Subsidiary Notes so long as, after giving effect to the issuance of any such Accounts Receivable Subsidiary Notes, the aggregate principal amount of all Accounts Receivable Subsidiary Notes outstanding shall not exceed 1020% of the aggregate purchase price paid for all outstanding accounts receivable purchased by the an Accounts Receivable Subsidiary since the date of this Indenture (and not written off or required to be written off in accordance with the normal business practice of the an Accounts Receivable Subsidiary); (c) shall not permit the an Accounts Receivable Subsidiary to sell any accounts receivable purchased from the Company and or its Subsidiaries or participation interests therein to any other Person except on an arm's length basis and solely for consideration in the form of cash or Cash Equivalents or certificates representing undivided interests of a Receivables Trust; provided that the an Accounts Receivable Subsidiary may not sell such certificates to any other Person except on an arm's length basis and solely for consideration in the form of cash or Cash Equivalents; (d) shall not, and shall not permit any of its Subsidiaries to, enter into any guarantee, subject any of their respective properties or assets (other than the accounts receivable sold by them to the an Accounts Receivable Subsidiary) to the satisfaction of any liability or obligation or otherwise incur any liability or obligation (contingent or otherwise), in each case, on behalf of the an Accounts Receivable Subsidiary or in connection with any sale of accounts receivable or participation interests therein by or to the an Accounts Receivable Subsidiary, other than customary obligations relating to breaches of representations, warranties, covenants and other agreements of the Company or any of its Subsidiaries with respect to the accounts receivable sold by the Company or any of its Subsidiaries to the an Accounts Receivable Subsidiary or with respect to the servicing thereof as set forth in the Accounts Receivable Agreements as in effect on the date of this Indenture or in any replacement or substitute agreement, so long as the obligations set forth in such replacement or substitute agreement are no more burdensome in any material respect than those contained in the Accounts Receivable Agreements as in effect on the date of this Indenture provided thereof; PROVIDED that neither the Company nor any of its Subsidiaries shall at any time guarantee or be otherwise liable for the collectibility of accounts receivable sold by them; (e) shall not permit the an Accounts Receivable Subsidiary to engage in any business or transaction other than the purchase and sale of accounts receivable or participation interests therein of the Company and its Subsidiaries and activities incidental thereto; (f) shall not permit the an Accounts Receivable Subsidiary to incur any Indebtedness other than the Accounts Receivable Subsidiary Notes, Indebtedness owed to the Company and Non-Recourse Indebtedness; provided PROVIDED that the aggregate principal amount of all such Indebtedness of the an Accounts Receivable Subsidiary shall not exceed the book value of its total assets as determined in accordance with GAAP; (g) shall cause the any Accounts Receivable Subsidiary to remit to the Company or a Restricted Subsidiary of the Company on a monthly basis as a distribution, distribution all available cash and Cash Equivalents not held in a collection account pledged to acquirors acquirers of accounts receivable or participation interests therein, to the extent not applied to (xi) to pay interest or principal on the Accounts Receivable Subsidiary Notes or any Indebtedness of the such Accounts Receivable Subsidiary owed to the Company, (yii) to pay or maintain reserves for reasonable operating expenses of the such Accounts Receivable Subsidiary or to satisfy reasonable minimum operating capital requirements or (ziii) to finance the purchase of additional accounts receivable of the Company and its Subsidiaries; and and (h) shall not, and shall not permit any of its Subsidiaries to, sell accounts receivable to, or enter into any other transaction with or for the benefit of, the an Accounts Receivable Subsidiary (i) if the such Accounts Receivable Subsidiary pursuant to or within the meaning of any Bankruptcy Law (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become due; or (ii) if a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the such Accounts Receivable Subsidiary in an involuntary case, (B) appoints a Custodian of the such Accounts Receivable Subsidiary or for all or substantially all of the property of the such Accounts Receivable Subsidiary, or (C) orders the liquidation of the such Accounts Receivable Subsidiary, and, with respect to clause (ii) hereof, the order or decree remains unstayed and in effect for 60 consecutive days.

Accounts Receivable Subsidiary. The Company: (a) may, and may permit any of its Subsidiaries to, notwithstanding the provisions of Section 4.7 hereof4.07 of this Indenture, make Investments in the an Accounts Receivable Subsidiary Subsidiary: (i) the proceeds of which are applied within five Business Days of the making thereof solely to finance finance: (A) the purchase of accounts receivable of the Company and its Subsidiaries (provided that the aggregate amount of Investments pursuant to this clause (i)(A) made since the date of this Indenture (including any such Investments made concurrently with the consummation of the Transaction) shall not exceed $56 million, plus the amount of any return of capital (excluding payment of dividends) or any repayment of the principal amount of any Indebtedness constituting such Investments by the Accounts Receivable Subsidiary since the date of this Indenture) or (B) payments required in connection with the termination of all then existing arrangements relating to the sale of accounts receivable or participation interests therein by the an Accounts Receivable Subsidiary (provided that the Accounts Receivable Subsidiary shall receive cash, Cash Equivalents and accounts receivable having an aggregate fair market value not less than the amount of such payments in exchange therefor) and (ii) in the form of Accounts Receivable Subsidiary Notes to the extent permitted by clause (b) below; (b) shall not, and shall not permit any of its Subsidiaries to, sell accounts receivable to the an Accounts Receivable Subsidiary except for consideration in an amount not less than that which would be obtained in an arm's length transaction and solely in the form of cash or Cash Equivalents; provided that the an Accounts Receivable Subsidiary may pay the purchase price for any such accounts receivable in the form of Accounts Receivable Subsidiary Notes so long as, after giving effect to the issuance of any such Accounts Receivable Subsidiary Notes, the aggregate principal amount of all Accounts Receivable Subsidiary Notes outstanding shall not exceed 1020% of the aggregate purchase price paid for all outstanding accounts receivable purchased by the an Accounts Receivable Subsidiary since the date of this Indenture September 25, 2000 (and not written off or required to be written off in accordance with the normal business practice of the an Accounts Receivable Subsidiary); (c) shall not permit the an Accounts Receivable Subsidiary to sell any accounts receivable purchased from the Company and or its Subsidiaries or participation interests therein to any other Person except on an arm's length basis and solely for consideration in the form of cash or Cash Equivalents or certificates representing undivided interests of a Receivables Trust; provided that the an Accounts Receivable Subsidiary may not sell such certificates to any other Person except on an arm's length basis and solely for consideration in the form of cash or Cash Equivalents; (d) shall not, and shall not permit any of its Subsidiaries to, enter into any guarantee, subject any of their respective properties or assets (other than the accounts receivable sold by them to the an Accounts Receivable Subsidiary) to the satisfaction of any liability or obligation or otherwise incur any liability or obligation (contingent or otherwise), in each case, on behalf of the an Accounts Receivable Subsidiary or in connection with any sale of accounts receivable or participation interests therein by or to the an Accounts Receivable Subsidiary, other than customary obligations relating to breaches of representations, warranties, covenants and other agreements of the Company or any of its Subsidiaries with respect to the accounts receivable sold by the Company or any of its Subsidiaries to the an Accounts Receivable Subsidiary or with respect to the servicing thereof as set forth in the Accounts Receivable Agreements as in effect on the date of this Indenture or in any replacement or substitute agreement, so long as the obligations set forth in such replacement or substitute agreement are no more burdensome in any material respect than those contained in the Accounts Receivable Agreements as in effect on the date of this Indenture thereof; provided that neither the Company nor any of its Subsidiaries shall at any time guarantee or be otherwise liable for the collectibility of accounts receivable sold by them; (e) shall not permit the an Accounts Receivable Subsidiary to engage in any business or transaction other than the purchase and sale of accounts receivable or participation interests therein of the Company and its Subsidiaries and activities incidental thereto; (f) shall not permit the an Accounts Receivable Subsidiary to incur any Indebtedness other than the Accounts Receivable Subsidiary Notes, Indebtedness owed to the Company and Non-Recourse Indebtedness; provided that the aggregate principal amount of all such Indebtedness of the an Accounts Receivable Subsidiary shall not exceed the book value of its total assets as determined in accordance with GAAP; (g) shall cause the any Accounts Receivable Subsidiary to remit to the Company or a Restricted Subsidiary of the Company on a monthly basis as a distribution, distribution all available cash and Cash Equivalents not held in a collection account pledged to acquirors acquirers of accounts receivable or participation interests therein, to the extent not applied to (xi) to pay interest or principal on the Accounts Receivable Subsidiary Notes or any Indebtedness of the such Accounts Receivable Subsidiary owed to the Company, (yii) to pay or maintain reserves for reasonable operating expenses of the such Accounts Receivable Subsidiary or to satisfy reasonable minimum operating capital requirements or (ziii) to finance the purchase of additional accounts receivable of the Company and its Subsidiaries; and (h) shall not, and shall not permit any of its Subsidiaries to, sell accounts receivable to, or enter into any other transaction with or for the benefit of, the an Accounts Receivable Subsidiary (i) if the such Accounts Receivable Subsidiary pursuant to or within the meaning of any Bankruptcy Law (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become due; or (ii) if a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the such Accounts Receivable Subsidiary in an involuntary case, (B) appoints a Custodian of the such Accounts Receivable Subsidiary or for all or substantially all of the property of the such Accounts Receivable Subsidiary, or (C) orders the liquidation of the such Accounts Receivable Subsidiary, and, with respect to clause (ii) hereof, the order or decree remains unstayed and in effect for 60 consecutive days.

Accounts Receivable Subsidiary. The Company: (a) Notwithstanding the provisions of Section 4.5 the Company may, and may permit any of its Subsidiaries to, notwithstanding the provisions of Section 4.7 hereof, make Investments in the an Accounts Receivable Subsidiary (i) the proceeds of which are applied within five Business Days of the making thereof solely to finance (A) the purchase of accounts receivable of the Company and its Subsidiaries (provided that the aggregate amount of Investments pursuant to this clause (i)(A) made since the date of this Indenture (including any such Investments made concurrently with the consummation of the Transaction) shall not exceed $56 million, plus the amount of any return of capital (excluding payment of dividends) or any repayment of the principal amount of any Indebtedness constituting such Investments by the Accounts Receivable Subsidiary since the date of this Indenture) or (B) payments required in connection with the termination of all then existing arrangements relating to the sale of accounts receivable or participation interests therein by the Accounts Receivable Subsidiary (provided that the Accounts Receivable Subsidiary shall receive cash, Cash Equivalents and accounts receivable having an aggregate fair market value not less than the amount of such payments in exchange therefor) and (ii) in the form of Accounts Receivable Subsidiary Notes to the extent permitted by clause (b) below; provided that the aggregate amount of such Investments shall not exceed $20,000,000 at any time; (b) The Company shall not, and the Company shall not permit any of its Subsidiaries to, sell accounts receivable to the an Accounts Receivable Subsidiary except for consideration in an amount not less than that which would be obtained in an arm's length transaction and solely in the form of cash or Cash Equivalents; provided that the an Accounts Receivable Subsidiary may pay the purchase price for any such accounts receivable in the form of Accounts Receivable Subsidiary Notes so long as, after giving effect to the issuance of any such Accounts Receivable Subsidiary Notes, the aggregate principal amount of all Accounts Receivable Subsidiary Notes outstanding shall not exceed 1020% of the aggregate purchase price paid for all outstanding accounts receivable purchased by the an Accounts Receivable Subsidiary since the date of this Indenture (and not written off or required to be written off in accordance with the normal business practice of the an Accounts Receivable Subsidiary); (c) The Company shall not permit the an Accounts Receivable Subsidiary to sell any accounts receivable purchased from the Company and its Subsidiaries or participation interests therein to any other Person except on an arm's length basis and solely for consideration in the form of cash or Cash Equivalents or certificates representing undivided interests of a Receivables Trust; provided that the Accounts Receivable Subsidiary may not sell such certificates to any other Person except on an arm's length basis and solely for consideration in the form of cash or Cash Equivalents; (d) The Company shall not, and the Company shall not permit any of its Subsidiaries to, enter into any guarantee, subject any of their respective properties or assets (other than the accounts receivable sold by them to the an Accounts Receivable Subsidiary) to the satisfaction of any liability or obligation or otherwise incur any liability or obligation (contingent or otherwise), in each case, on behalf of the an Accounts Receivable Subsidiary or in connection with any sale of accounts receivable or participation interests therein by or to the an Accounts Receivable Subsidiary, other than customary obligations relating to breaches of representations, warranties, covenants covenants, and other agreements of the Company or any of its Subsidiaries with respect to the accounts receivable sold by the Company or any of its Subsidiaries to the an Accounts Receivable Subsidiary or with respect to the servicing thereof as set forth in the Accounts Receivable Agreements as in effect on the date of this Indenture or in any replacement or substitute agreement, so long as the obligations set forth in such replacement or substitute agreement are no more burdensome in any material respect than those contained in the Accounts Receivable Agreements as in effect on the date of this Indenture thereof; provided that neither the Company nor any of its Subsidiaries shall at any time guarantee or be otherwise liable for the collectibility of accounts receivable sold by them; (e) The Company shall not permit the an Accounts Receivable Subsidiary to engage in any business or transaction other than the purchase and sale of accounts receivable or participation interests therein of the Company and its Subsidiaries and activities incidental thereto; (f) The Company shall not permit the an Accounts Receivable Subsidiary to incur any Indebtedness Debt other than the Accounts Receivable Subsidiary Notes, Indebtedness Debt owed to the Company and Non-Recourse IndebtednessDebt; provided that the aggregate principal amount of all such Indebtedness Debt of the an Accounts Receivable Subsidiary shall not exceed the book value of its total assets as determined in accordance with GAAP; (g) The Company shall cause the any Accounts Receivable Subsidiary to remit to the Company or a wholly owned Subsidiary of the Company on a monthly basis as a distribution, distribution all available cash and Cash Equivalents not held in a collection account pledged to acquirors of accounts receivable or participation interests therein, to the extent not applied to (xi) to pay interest or principal on the Accounts Receivable Subsidiary Notes or any Indebtedness Debt of the such Accounts Receivable Subsidiary owed to the Company, (yii) to pay or maintain reserves for reasonable operating expenses of the Accounts Receivable Subsidiary or to satisfy reasonable minimum operating capital requirements or (z) to finance the purchase of additional accounts receivable of the Company and its Subsidiaries; and (h) shall not, and shall not permit any of its Subsidiaries to, sell accounts receivable to, or enter into any other transaction with or for the benefit of, the Accounts Receivable Subsidiary (i) if the Accounts Receivable Subsidiary pursuant to or within the meaning of any Bankruptcy Law (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become due; or (ii) if a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Accounts Receivable Subsidiary in an involuntary case, (B) appoints a Custodian of the Accounts Receivable Subsidiary or for all or substantially all of the property of the Accounts Receivable Subsidiary, or (C) orders the liquidation of the Accounts Receivable Subsidiary, and, with respect to clause (ii) hereof, the order or decree remains unstayed and in effect 60 consecutive days.reserves

Accounts Receivable Subsidiary. The Company: (a) Notwithstanding the provisions of Section 4.3, the Company may, and may permit any of its Subsidiaries to, notwithstanding the provisions of Section 4.7 hereof, make Investments in the an Accounts Receivable Subsidiary (i) the proceeds of which are applied within five Business Days of the making thereof solely to finance (A) the purchase of accounts receivable of the Company and its Subsidiaries (provided that the aggregate amount of Investments pursuant to this clause (i)(A) made since the date of this Indenture (including any such Investments made concurrently with the consummation of the Transaction) shall not exceed $56 million, plus the amount of any return of capital (excluding payment of dividends) or any repayment of the principal amount of any Indebtedness constituting such Investments by the Accounts Receivable Subsidiary since the date of this Indenture) or (B) payments required in connection with the termination of all then existing arrangements relating to the sale of accounts receivable or participation interests therein by the Accounts Receivable Subsidiary (provided that the Accounts Receivable Subsidiary shall receive cash, Cash Equivalents and accounts receivable having an aggregate fair market value not less than the amount of such payments in exchange therefor) and (ii) in the form of Accounts Receivable Subsidiary Notes to the extent permitted by clause (b) below; provided that the aggregate amount of such Investments shall not exceed the greater of $20 million or 20% of the TARC Borrowing Base at any time; (b) shall The Company may not, and shall not nor may it permit any of its Subsidiaries to, sell accounts receivable to the an Accounts Receivable Subsidiary except for consideration in an amount not less than that which would be obtained in an arm's length transaction and solely in the form of cash or Cash Equivalents; provided that the an Accounts Receivable Subsidiary may pay the purchase price for any such accounts receivable in the form of Accounts Receivable Subsidiary Notes so long as, after giving effect to the issuance of any such Accounts Receivable Subsidiary Notes, the aggregate principal amount of all Accounts Receivable Subsidiary Notes outstanding shall not exceed 10the greater of $20 million or 20% of the aggregate purchase price paid for all outstanding accounts receivable purchased by the an Accounts Receivable Subsidiary since the date of this Indenture (and not written off or required to be written off in accordance with the normal business practice of the an Accounts Receivable Subsidiary); (c) shall not permit the Accounts Receivable Subsidiary to sell any accounts receivable purchased from the The Company and its Subsidiaries or participation interests therein to any other Person except on an arm's length basis and solely for consideration in the form of cash or Cash Equivalents or certificates representing undivided interests of a Receivables Trust; provided that the Accounts Receivable Subsidiary may not sell such certificates to any other Person except on an arm's length basis and solely for consideration in the form of cash or Cash Equivalents; (d) shall not, and shall not nor may it permit any of its Subsidiaries to, enter into any guarantee, subject any of their respective properties or assets (other than the accounts receivable sold by them to the an Accounts Receivable Subsidiary) to the satisfaction of any liability or obligation or otherwise incur any liability or obligation (contingent or otherwise), in each case, on behalf of the an Accounts Receivable Subsidiary or in connection with any sale of accounts receivable or participation interests therein by or to the an Accounts Receivable Subsidiary, other than customary obligations relating to breaches of representations, warranties, covenants covenants, and other agreements of the Company or any of its Subsidiaries with respect to the accounts receivable sold by the Company or any of its Subsidiaries to the an Accounts Receivable Subsidiary or with respect to the servicing thereof as set forth in the Accounts Receivable Agreements as in effect on the date of this Indenture or in any replacement or substitute agreement, so long as the obligations set forth in such replacement or substitute agreement are no more burdensome in any material respect than those contained in the Accounts Receivable Agreements as in effect on the date of this Indenture thereof; provided that neither the Company nor any of its Subsidiaries shall at any time guarantee or be otherwise liable for the collectibility of accounts receivable sold by them; (e) shall not permit the Accounts Receivable Subsidiary to engage in any business or transaction other than the purchase and sale of accounts receivable or participation interests therein of the Company and its Subsidiaries and activities incidental thereto; (f) shall not permit the Accounts Receivable Subsidiary to incur any Indebtedness other than the Accounts Receivable Subsidiary Notes, Indebtedness owed to the Company and Non-Recourse Indebtedness; provided that the aggregate principal amount of all such Indebtedness of the Accounts Receivable Subsidiary shall not exceed the book value of its total assets as determined in accordance with GAAP; (g) shall cause the Accounts Receivable Subsidiary to remit to the Company on a monthly basis as a distribution, all available cash and Cash Equivalents not held in a collection account pledged to acquirors of accounts receivable or participation interests therein, to the extent not applied (x) to pay interest or principal on the Accounts Receivable Subsidiary Notes or any Indebtedness of the Accounts Receivable Subsidiary owed to the Company, (y) to pay or maintain reserves for reasonable operating expenses of the Accounts Receivable Subsidiary or to satisfy reasonable minimum operating capital requirements or (z) to finance the purchase of additional accounts receivable of the Company and its Subsidiaries; and (hd) shall The Company may not, and shall not nor may it permit any of its Subsidiaries to, sell accounts receivable to, or enter into any other such transaction with or for the benefit of, the an Accounts Receivable Subsidiary (i) if the such Accounts Receivable Subsidiary pursuant to or within the meaning of any Bankruptcy Law (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become due; or (ii) if a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the such Accounts Receivable Subsidiary in an involuntary case, (B) appoints a Custodian of the such Accounts Receivable Subsidiary or for all or substantially all of the property of the such Accounts Receivable Subsidiary, or (C) orders the liquidation of the such Accounts Receivable Subsidiary, and, with respect to clause (ii) hereof, the order or decree remains unstayed and in effect for 60 consecutive days.