Collection Agent to Maintain Perfection and Priority. The Collection Agent covenants that, in order to evidence the interests of the Transferor, the Agent, the Administrative Agents and the Investors under this Agreement, the Collection Agent shall take such action, and execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by any Administrative Agent) to maintain and perfect, as a first priority interest, the Agent’s security interest in the Receivables. The Collection Agent shall, from time to time and within the time limits established by law, prepare and present to the Agent for the Agent to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Collection Agent to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Agent’s security interest in the Receivables as a first-priority interest (each a “Filing”). The Collection Agent shall present each such Filing to the Agent together with (x) to the extent requested by any Administrative Agent, an opinion of counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Agent pursuant to the Transaction Documents and (ii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Agent’s signature. Upon receipt of such opinion of counsel and form of authorization, Agent shall promptly authorize in writing Collection Agent to, and Collection Agent shall, effect such Filing under the Uniform Commercial Code without the signature of Transferor or Agent where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Collection Agent shall not have any authority to effect a Filing without obtaining written authorization from the Agent in accordance with this paragraph. The Bank of Nova Scotia, N.A., as Agent under the Transfer and Administration Agreement referred to below 00 Xxxx Xxxxxx Xxxx 66th Floor Toronto, ON Canada M5H 1H1 Attention: Xxxx Xxx Telephone: (000) 000-0000 E-mail: xxxx.xxx@xxxxxxxxxx.xxx with a copy to: The Bank of Nova Scotia 000 Xxxxx Xxxxxx 23rd Floor New York, NY 00000 Attention: Xxxxxx Xxxx Tel: (000) 000-0000 Fax: (000) 000-0000 Email: Xxxxxx.Xxxx@xxxxxxxxxx.xxx , Re: NMC Funding Corporation (the “Transferor”) Reference is made to the Eighth Amended and Restated Transfer and Administration Agreement, dated as of August 11, 2021 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Transfer and Administration Agreement”), among the Transferor, National Medical Care, Inc., as collection agent, the entities from time to time parties thereto as “Conduit Investors”, “Bank Investors”, and “Administrative Agents” and Agent. Capitalized terms used herein without definition are used as defined in the Transfer and Administration Agreement. The Transferor hereby gives you notice pursuant to Section 2.2 of the Transfer and Administration Agreement of its offer to convey, transfer and assign to you, for the benefit of the Investors, undivided percentage ownership interests in the Receivables and the other Affected Assets related thereto for a Transfer Price of $ 1, on (the “Transfer Date”). The desired Tranche Period[s] and allocations of the Net Investment of this Incremental Transfer (NI) are indicated below: The Transferor hereby certifies that: (a) after giving effect to the payment to the Transferor of the foregoing Transfer Price, (i) the sum of the Net Investment plus the Interest Component of all outstanding Related Commercial Paper plus the Letter of Credit Obligations, would not exceed the Facility Limit, and (ii) the Percentage Factor would not exceed the Maximum Percentage Factor; and (b) the representations and warranties set forth in Section 3.1 of the Transfer and Administration Agreement will be true and correct both immediately before and immediately after giving effect to the proposed Incremental Transfer (NI) and the payment to the Transferor of the Transfer Price related thereto.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Collection Agent to Maintain Perfection and Priority. The Collection Agent covenants that, in order to evidence the interests of the Transferor, the Agent, the Administrative Agents and the Investors under this Agreement, the Collection Agent shall take such action, and execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by any Administrative Agent) to maintain and perfect, as a first priority interest, the Agent’s security interest in the Receivables. The Collection Agent shall, from time to time and within the time limits established by law, prepare and present to the Agent for the Agent to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Collection Agent to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Agent’s security interest in the Receivables as a first-priority interest (each a “Filing”). The Collection Agent shall present each such Filing to the Agent together with (x) to the extent requested by any Administrative Agent, an opinion of counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Agent pursuant to the Transaction Documents and (ii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Agent’s signature. .Upon receipt of such opinion of counsel and form of authorization, Agent shall promptly authorize in writing Collection Agent to, and Collection Agent shall, effect such Filing under the Uniform Commercial Code without the signature of Transferor or Agent where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Collection Agent shall not have any authority to effect a Filing without obtaining written authorization from the Agent in accordance with this paragraph. The Bank of Nova Scotia, N.A., as Agent under the Transfer and Administration Agreement referred to below 00 Xxxx Xxxxxx Xxxx 66th Floor Toronto, ON Canada M5H 1H1 Attention: Xxxx Xxx Telephone: (000) 000-0000 E-mail: xxxx.xxx@xxxxxxxxxx.xxx with a copy to: The Bank of Nova Scotia 000 Xxxxx Xxxxxx 23rd Floor New York, NY 00000 Attention: Xxxxxx Xxxx Tel: (000) 000-0000 Fax: (000) 000-0000 Email: Xxxxxx.Xxxx@xxxxxxxxxx.xxx , Re: NMC Funding Corporation (the “Transferor”) Reference is made to the Eighth Amended and Restated Transfer and Administration Agreement, dated as of August 11, 2021 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Transfer and Administration Agreement”), among the Transferor, National Medical Care, Inc., as collection agent, the entities from time to time parties thereto as “Conduit Investors”, “Bank Investors”, and “Administrative Agents” and Agent. Capitalized terms used herein without definition are used as defined in the Transfer and Administration Agreement. The Transferor hereby gives you notice pursuant to Section 2.2 of the Transfer and Administration Agreement of its offer to convey, transfer and assign to you, for the benefit of the Investors, undivided percentage ownership interests in the Receivables and the other Affected Assets related thereto for a Transfer Price of $ 1, on (the “Transfer Date”). The desired Tranche Period[s[RESERVEDAttached] and allocations of the Net Investment of this Incremental Transfer (NI) are indicated below: The Transferor hereby certifies that:
(a) after giving effect to the payment to the Transferor of the foregoing Transfer Price, (i) the sum of the Net Investment plus the Interest Component of all outstanding Related Commercial Paper plus the Letter of Credit Obligations, would not exceed the Facility Limit, and (ii) the Percentage Factor would not exceed the Maximum Percentage Factor; and
(b) the representations and warranties set forth in Section 3.1 of the Transfer and Administration Agreement will be true and correct both immediately before and immediately after giving effect to the proposed Incremental Transfer (NI) and the payment to the Transferor of the Transfer Price related thereto.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Collection Agent to Maintain Perfection and Priority. The Collection Agent covenants that, in order to evidence the interests of the Transferor, the Agent, the Administrative Agents and the Investors under this Agreement, the Collection Agent shall take such action, and execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by any Administrative Agent) to maintain and perfect, as a first priority interest, the Agent’s security interest in the Receivables. The Collection Agent shall, from time to time and within the time limits established by law, prepare and present to the Agent for the Agent to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Collection Agent to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Agent’s security interest in the Receivables as a first-priority interest (each a “Filing”). The Collection Agent shall present each such Filing to the Agent together with (x) to the extent requested by any Administrative Agent, an opinion of counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Agent pursuant to the Transaction Documents and (ii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Agent’s signature. Upon receipt of such opinion of counsel and form of authorization, Agent shall promptly authorize in writing Collection Agent to, and Collection Agent shall, effect such Filing under the Uniform Commercial Code without the signature of Transferor or Agent where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Collection Agent shall not have any authority to effect a Filing without obtaining written authorization from the Agent in accordance with this paragraph. The Bank of Nova Scotia, N.A., as Agent under the Transfer and Administration Agreement referred to below 00 Xxxx Xxxxxx Xxxx 66th Floor Toronto00xx Xxxxx Xxxxxxx, ON Canada XX Xxxxxx M5H 1H1 Attention: Xxxx Xxx Telephone: (000) 000-0000 E-mail: xxxx.xxx@xxxxxxxxxx.xxx with a copy to: The Bank of Nova Scotia 000 Xxxxx Xxxxxx 23rd Floor New York, NY 00000 Attention: Xxxxxx Xxxx Tel: (000) 000-0000 Fax: (000) 000-0000 Email: Xxxxxx.Xxxx@xxxxxxxxxx.xxx , Re: NMC Funding Corporation (the “Transferor”) Reference is made to the Eighth Amended and Restated Transfer and Administration Agreement, dated as of August 11, 2021 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Transfer and Administration Agreement”), among the Transferor, National Medical Care, Inc., as collection agent, the entities from time to time parties thereto as “Conduit Investors”, “Bank Investors”, and “Administrative Agents” and Agent. Capitalized terms used herein without definition are used as defined in the Transfer and Administration Agreement. The Transferor hereby gives you notice pursuant to Section 2.2 of the Transfer and Administration Agreement of its offer to convey, transfer and assign to you, for the benefit of the Investors, undivided percentage ownership interests in the Receivables and the other Affected Assets related thereto for a Transfer Price of $ $____________1, on ________ _____ (the “Transfer Date”). The desired Tranche Period[s] and allocations of the Net Investment of this Incremental Transfer (NI) are indicated below: The Transferor hereby certifies that: :
(a) after giving effect to the payment to the Transferor of the foregoing Transfer Price, (i) the sum of the Net Investment plus the Interest Component of all outstanding Related Commercial Paper plus the Letter of Credit Obligations, would not exceed the Facility Limit, and (ii) the Percentage Factor would not exceed the Maximum Percentage Factor; and and
(b) the representations and warranties set forth in Section 3.1 of the Transfer and Administration Agreement will be true and correct both immediately before and immediately after giving effect to the proposed Incremental Transfer (NI) and the payment to the Transferor of the Transfer Price related thereto.. The Transferor hereby acknowledges and agrees that this Notice of Incremental Transfer (NI) is irrevocable and binding on it and agrees to indemnify each Investor against any loss or expense incurred by such Investor, either directly or indirectly (including, in the case of a Conduit Investor, through the related Liquidity Provider Agreement) as a result of any failure for any reason (including failure to satisfy any of the conditions precedent in respect hereto) by it to complete this Incremental Transfer (NI) including, without limitation, any loss (including loss of anticipated profits) or expense incurred by any Investor, either directly or indirectly (including, in the case of a Conduit Investor, pursuant to the related Liquidity Provider Agreement) by reason of the liquidation or reemployment of funds acquired by any Investor or a related Liquidity Provider (including, without limitation, funds obtained by issuing commercial paper or promissory notes or obtaining deposits as loans from third parties) for any Investor to fund this Incremental Transfer (NI). In accordance with Section 2.2(a) of the Transfer and Administration Agreement, the Agent shall advise each Administrative Agent of the allocation the Transfer Price in respect of the requested Incremental Transfer (NI) and the initial Tranche Period therefor. 1 To be at least $ 1,000,000 or integral multiples of $ 250,000 in excess thereof) or, to the extent that the then available unused portion of the Facility Limit is less than such amount, such lesser amount equal to such available portion of the Facility Limit. NMC FUNDING CORPORATION By: Name: Title: cc: [each Administrative Agent] The Bank of Nova Scotia, N.A., as Agent under the Transfer and Administration Agreement referred to below 00 Xxxx Xxxxxx Xxxx 00xx Xxxxx Xxxxxxx, XX Xxxxxx M5H 1H1 Attention: Xxxx Xxx Telephone: (000) 000-0000 E-mail: xxxx.xxx@xxxxxxxxxx.xxx with a copy to: The Bank of Nova Scotia 000 Xxxxx Xxxxxx 23rd Floor New York, NY 00000 Attention: Xxxxxx Xxxx Tel: (000) 000-0000 Fax: (000) 000-0000 Email: Xxxxxx.Xxxx@xxxxxxxxxx.xxx with a copy to: [Name of L/C Issuer], as L/C Issuer under the Transfer and Administration Agreement Re: NMC Funding Corporation (the “Transferor”) Reference is made to the Eighth Amended and Restated Transfer and Administration Agreement, dated as of August 11, 2021 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Transfer and Administration Agreement”), among the Transferor, National Medical Care, Inc., as collection agent, the entities from time to time parties thereto as “Conduit Investors”, “Bank Investors”, and “Administrative Agents” and The Bank of Nova Scotia, as agent. Capitalized terms used herein without definition are used as defined in the Transfer and Administration Agreement. The Transferor hereby gives you notice pursuant to Section 2.18(a) of the Transfer and Administration Agreement, of its request that [__________] (the “L/C Issuer ”) issue a Letter of Credit, in the form attached hereto, for the benefit of [Name of Beneficiary], in the amount of $________, to be issued on ________, ____ with an expiration date of _________, ____. The Transferor has executed and delivered to the L/C Issuer such Letter of Credit Application in respect of the requested Letter of Credit as the L/C Issuer has requested. The undersigned hereby certifies that:
(a) after giving effect to the issuance of the requested Letter of Credit, (i) the sum of the Net Investment plus the Interest Component of all outstanding Related Commercial Paper plus the Letter of Credit Obligations, would not exceed the Facility Limit, (ii) the Percentage Factor would not exceed the Maximum Percentage Factor, (iii) the Net Investment and Letter of Credit Obligations of the Bank Investor that is the L/C Issuer in respect of the requested Letter of Credit would not exceed such Bank Investor’s Commitment; (iv) the aggregate Net Investment and Letter of Credit Obligations of such Bank Investor’s Related Group would not exceed the applicable Related Group Limit and (v) the Maximum Aggregate Face Amount of all Letters of Credit then outstanding would not exceed the Facility L/C Sublimit;
(b) the representations and warranties set forth in Section 3.1 of the Transfer and Administration Agreement will be true and correct both immediately before and immediately after giving effect to the issuance of the requested Letter of Credit and the Incremental Transfer L/C related thereto; and
(c) the expiry date of the requested Letter of Credit (including any scheduled or permitted extension thereof as contemplated in such Letter of Credit) is not later than
(1) the earlier to occur of (i) the date that is three years after the issuance thereof and (ii) the date that is one year after the Commitment Termination Date or (2) in the case of any ESCO Letter of Credit, the date that is three years after the Commitment Termination Date provided that the L/C Fee shall increase to 1.75% per annum for the period from the Commitment Termination Date to the expiry date of such ESCO Letter of Credit. NMC FUNDING CORPORATION By: Name: Title: The Bank of Nova Scotia, N.A., as Agent under the Transfer and Administration Agreement referred to below 00 Xxxx Xxxxxx Xxxx 00xx Xxxxx Xxxxxxx, XX Xxxxxx M5H 1H1 Attention: Xxxx Xxx Telephone: (000) 000-0000 E-mail: xxxx.xxx@xxxxxxxxxx.xxx with a copy to: The Bank of Nova Scotia 000 Xxxxx Xxxxxx 23rd Floor New York, NY 00000 Attention: Xxxxxx Xxxx Tel: (000) 000-0000 Fax: (000) 000-0000 Email: Xxxxxx.Xxxx@xxxxxxxxxx.xxx with a copy to: [Name of L/C Issuer], as L/C Issuer under the Transfer and Administration Agreement Re: NMC Funding Corporation (the “Transferor”) Reference is made to the Eighth Amended and Restated Transfer and Administration Agreement, dated as of August 11, 2021 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Transfer and Administration Agreement”), among the Transferor, National Medical Care, Inc., as collection agent, the entities from time to time parties thereto as “Conduit Investors”, “Bank Investors”, and “Administrative Agents” and The Bank of Nova Scotia, as agent. Capitalized terms used herein without definition are used as defined in the Transfer and Administration Agreement. The Transferor hereby gives you notice pursuant to Section 2.18(f) of the Transfer and Administration Agreement, of its request to [amend] [extend] [renew] [modify] Letter of Credit No. __ issued on ________, ____, for the benefit of [Name of Beneficiary], as reflected in the form attached hereto. Such L/C Modification is contemplated to become effective on __________, _____. Each of the L/C Issuer and the beneficiary in respect of such Letter of Credit have agreed to the L/C Modification contemplated herein. The undersigned hereby certifies that:
(a) after giving effect to the requested L/C Modification, (i) the sum of the Net Investment plus the Interest Component of all outstanding Related Commercial Paper plus the Letter of Credit Obligations, would not exceed the Facility Limit, (ii) the Percentage Factor would not exceed the Maximum Percentage Factor, (iii) the Net Investment and Letter of Credit Obligations of the Bank Investor that is the L/C Issuer in respect of the affected Letter of Credit would not exceed such Bank Investor’s Commitment; (iv) the aggregate Net Investment and Letter of Credit Obligations of such Bank Investor’s Related Group would not exceed the applicable Related Group Limit and (v) the Maximum Aggregate Face Amount of all Letters of Credit then outstanding would not exceed the Facility L/C Sublimit;
(b) the representations and warranties set forth in Section 3.1 of the Transfer and Administration agreement will be true and correct both immediately before and immediately after giving effect to the requested L/C Modification; and
(c) after giving effect to the requested L/C Modification, the expiry date of the affected Letter of Credit (including any scheduled or permitted extension thereof as contemplated in such Letter of Credit) shall not be later than (1) the earlier to occur of (i) the date that is three years after the original issuance thereof and (ii) the date that is one year after the Commitment Termination Date or (2) in the case of any ESCO Letter of Credit, the date that is three years after the Commitment Termination Date provided that the L/C Fee shall increase to 1.75% per annum for the period from the Commitment Termination Date to the expiry date of such ESCO Letter of Credit. NMC FUNDING CORPORATION By: Name: Title: [Name and Address of Special Account Bank] Ladies and Gentlemen: Reference is made to our depository account[s] number[s] _______________ maintained in the name of the undersigned (the “Originating Entity”) with you (the “Account[s]”). Unless otherwise directed by the Originating Entity, you are hereby instructed to transfer funds on deposit in the Account[s] solely to the following account by [ACH transfer or, if so directed by the Originating Entity, by wire transfer][intrabank transfer]: Each such transfer shall be made at the end of each banking day on which the amount on deposit in the Account[s] exceeds $20,000, with the amount of the transfer being equal to the total amount of such funds in excess of $5,000; provided that that Originating Entity may, at its option, deliver a standing instruction to you to effect such transfer at the end of each banking day regardless of the amount on deposit in the Account[s], with the amount of the transfer being equal to the total amount of funds in the Account[s]. In the event that you are directed by the Originating Entity to make any changes to the payment instructions specified in this letter, you are hereby instructed to notify Scotiabank in writing of such change at its address at The Bank of Nova Scotia, as Agent, 000 Xxxxx Xxxxxx, 23rd Floor, New York, New York 10281, Attention: Asset-Backed Finance, Mid-Office Administration:
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Collection Agent to Maintain Perfection and Priority. The Collection Agent covenants that, in order to evidence the interests of the Transferor, the Agent, the Administrative Agents and the Investors under this Agreement, the Collection Agent shall take such action, and execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by any Administrative Agent) to maintain and perfect, as a first priority interest, the Agent’s security interest in the Receivables. The Collection Agent shall, from time to time and within the time limits established by law, prepare and present to the Agent for the Agent to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Collection Agent to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Agent’s security interest in the Receivables as a first-priority interest (each a “Filing”). The Collection Agent shall present each such Filing to the Agent together with (x) to the extent requested by any Administrative Agent, an opinion of counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Agent pursuant to the Transaction Documents and (ii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Agent’s signature. Upon receipt of such opinion of counsel and form of authorization, Agent shall promptly authorize in writing Collection Agent to, and Collection Agent shall, effect such Filing under the Uniform Commercial Code without the signature of Transferor or Agent where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Collection Agent shall not have any authority to effect a Filing without obtaining written authorization from the Agent in accordance with this paragraph. The Bank of Nova Scotia, N.A., as Agent under the Transfer and Administration Agreement referred to below 00 Xxxx Xxxxxx Xxxx 66th Floor Toronto, ON Canada M5H 1H1 Attention: Xxxx Xxx Telephone: (000) 000-0000 E-mail: xxxx.xxx@xxxxxxxxxx.xxx with a copy to: The Bank of Nova Scotia 000 Xxxxx Xxxxxx 23rd Floor New York, NY 00000 Attention: Xxxxxx Xxxx Tel: (000) 000-0000 Fax: (000) 000-0000 Email: Xxxxxx.Xxxx@xxxxxxxxxx.xxx , Re: NMC Funding Corporation (the “Transferor”) Reference is made to the Eighth Amended and Restated Transfer and Administration Agreement, dated as of August 11, 2021 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Transfer and Administration Agreement”), among the Transferor, National Medical Care, Inc., as collection agent, the entities from time to time parties thereto as “Conduit Investors”, “Bank Investors”, and “Administrative Agents” and Agent. Capitalized terms used herein without definition are used as defined in the Transfer and Administration Agreement. The Transferor hereby gives you notice pursuant to Section 2.2 of the Transfer and Administration Agreement of its offer to convey, transfer and assign to you, for the benefit of the Investors, undivided percentage ownership interests in the Receivables and the other Affected Assets related thereto for a Transfer Price of $ 1, on (the “Transfer Date”). The desired Tranche Period[s] and allocations of the Net Investment of this Incremental Transfer (NI) are indicated below: The Transferor hereby certifies that:
(a) after giving effect to the payment to the Transferor of the foregoing Transfer Price, (i) the sum of the Net Investment plus the Interest Component of all outstanding Related Commercial Paper plus the Letter of Credit Obligations, would not exceed the Facility Limit, and (ii) the Percentage Factor would not exceed the Maximum Percentage Factor; and
(b) the representations and warranties set forth in Section 3.1 of the Transfer and Administration Agreement will be true and correct both immediately before and immediately after giving effect to the proposed Incremental Transfer (NI) and the payment to the Transferor of the Transfer Price related thereto.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Collection Agent to Maintain Perfection and Priority. The Collection Agent covenants that, in order to evidence the interests of the Transferor, the Agent, the Administrative Agents and the Investors under this Agreement, the Collection Agent shall take such action, and execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by any Administrative Agent) to maintain and perfect, as a first priority interest, the Agent’s security interest in the Receivables. The Collection Agent shall, from time to time and within the time limits established by law, prepare and present to the Agent for the Agent to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Collection Agent to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Agent’s security interest in the Receivables as a first-priority interest (each a “Filing”). The Collection Agent shall present each such Filing to the Agent together with (x) to the extent requested by any Administrative Agent, an opinion of counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Agent pursuant to the Transaction Documents and (ii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Agent’s signature. Upon receipt of such opinion of counsel and form of authorization, Agent shall promptly authorize in writing Collection Agent to, and Collection Agent shall, effect such Filing under the Uniform Commercial Code without the signature of Transferor or Agent where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Collection Agent shall not have any authority to effect a Filing without obtaining written authorization from the Agent in accordance with this paragraph. The 74 XXXXXXX X-0 to FIFTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT [Name and Address of Special Account Bank] Ladies and Gentlemen: Reference is made to our depositary account[s] number[s] maintained in the name of the undersigned (the “Originating Entity”) with you (the “Account[s]”). Unless otherwise directed by the Originating Entity, you are hereby instructed to transfer funds on deposit in the Account[s] solely to the following account by [ACH transfer or, if so directed by the Originating Entity, by wire transfer][intrabank transfer]: [Name, number and designation of (i) the Concentration Account and Concentration Account Bank of Nova Scotia, N.A.or (ii) the Intermediate Concentration Account, as Agent under applicable]. Each such transfer shall be made at the Transfer end of each banking day on which the amount on deposit in the Account[s] exceeds $20,000, with the amount of the transfer being equal to the total amount of such funds in excess of $5,000; provided that that Originating Entity may, at its option, deliver a standing instruction to you to effect such transfer at the end of each banking day regardless of the amount on deposit in the Account[s], with the amount of the transfer being equal to the total amount of funds in the Account[s]. Please agree to the terms of, and Administration Agreement referred acknowledge receipt of, this letter by signing in the space provided below on two copies hereof sent herewith and send the signed copies to below 00 Xxxx NMC the Originating Entity at its address at 000 Xxxxxx Xxxx 66th Floor TorontoXxxxxx, ON Canada M5H 1H1 Xxxxxxx, XX 00000, Attention: Xxxx Xxxxxxx. Very truly yours, [NAME OF ORIGINATING ENTITY] By: Title Agreed and acknowledged: [NAME OF SPECIAL ACCOUNT BANK] By: XXXXXXX X-0 to FIFTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT November 17, 2009 JPMorgan Chase Bank 000 Xxxx Xxxxxx Xxx TelephoneXxxx, XX 00000-0000 Re: (000) Account #000-0000 E0-mail00000 Ladies and Gentlemen: xxxx.xxx@xxxxxxxxxx.xxx You are hereby notified, in connection with a copy to: The Bank of Nova Scotia 000 Xxxxx Xxxxxx 23rd Floor New Yorkcertain transactions involving its accounts receivable, NY 00000 Attention: Xxxxxx Xxxx Tel: (000) 000-0000 Fax: (000) 000-0000 Email: Xxxxxx.Xxxx@xxxxxxxxxx.xxx , Re: that NMC Funding Corporation FUNDING CORPORATION (the “Transferor”) Reference is made has transferred certain rights in Account #000-0-00000 (the “Account”), as more particularly described below, to WestLB AG, New York Branch (“WestLB”), as Agent (the Eighth “Agent”) under the Fifth Amended and Restated Transfer and Administration AgreementAgreement dated November 17, dated as of August 11, 2021 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Transfer 2009 by and Administration Agreement”), among the Transferor, as transferor, National Medical Care, Inc., as collection agentCollection Agent, the entities from time to time parties thereto as “Conduit Investors”, ,” “Bank Investors”, and ,” “Administrative Agents” and WestLB as Agent. Capitalized terms used herein without definition are used , as defined in the Transfer and Administration Agreement. The Transferor hereby gives you notice pursuant same may be amended, restated, supplemented or otherwise modified from time to Section 2.2 of the Transfer and Administration Agreement of its offer to convey, transfer and assign to you, for the benefit of the Investors, undivided percentage ownership interests in the Receivables and the other Affected Assets related thereto for a Transfer Price of $ 1, on (the “Transfer Date”)time. The desired Tranche Period[s] Agreement amends, restates and allocations of supersedes the Net Investment of this Incremental Transfer (NI) are indicated below: The Transferor hereby certifies that:
(a) after giving effect to letter agreement dated October 16, 2008 among the payment to Transferor, the Transferor of the foregoing Transfer Price, (i) the sum of the Net Investment plus the Interest Component of all outstanding Related Commercial Paper plus the Letter of Credit Obligations, would not exceed the Facility Limit, Agent and (ii) the Percentage Factor would not exceed the Maximum Percentage Factor; and
(b) the representations and warranties set forth in Section 3.1 of the Transfer and Administration Agreement will be true and correct both immediately before and immediately after giving effect to the proposed Incremental Transfer (NI) and the payment to the Transferor of the Transfer Price related theretoyou.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Collection Agent to Maintain Perfection and Priority. The Collection Agent covenants that, in order to evidence the interests of the Transferor, the Agent, the Administrative Agents and the Investors under this Agreement, the Collection Agent shall take such action, and execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by any Administrative Agent) to maintain and perfect, as a first priority interest, the Agent’s security interest in the Receivables. The Collection Agent shall, from time to time and within the time limits established by law, prepare and present to the Agent for the Agent to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Collection Agent to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Agent’s security interest in the Receivables as a first-priority interest (each a “Filing”). The Collection Agent shall present each such Filing to the Agent together with (x) to the extent requested by any Administrative Agent, an opinion of counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Agent pursuant to the Transaction Documents and (ii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Agent’s signature. Upon receipt of such opinion of counsel and form of authorization, Agent shall promptly authorize in writing Collection Agent to, and Collection Agent shall, effect such Filing under the Uniform Commercial Code without the signature of Transferor or Agent where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Collection Agent shall not have any authority to effect a Filing without obtaining written authorization from the Agent in accordance with this paragraph. The Bank of Nova Scotia, N.A., as Agent under the Transfer and Administration Agreement referred to below 00 Xxxx 000 Xxxxxxxxx Xxxxxx Xxxx 66th Floor TorontoXxxxx 0000 Xxxxxxx, ON Canada M5H 1H1 XX 00000 Attention: Xxxx Xxx Xxxxxxx Telephone: (000) 000-0000 Fax: (000) 000-0000 E-mail: xxxx.xxx@xxxxxxxxxx.xxx xxxx.xxxxxxx@xxxxxxxxxx.xxx with a copy to: The Bank of Nova Scotia 000 Xxx Xxxxxxx Xxxxx Xxxxxx 23rd Floor New YorkXxx Xxxx, NY XX 00000 Attention: Xxxxxx Xxxx Tel: (000) 000-0000 Fax: (000) 000-0000 Email: Xxxxxx.Xxxx@xxxxxxxxxx.xxx , Re: NMC Funding Corporation (the “Transferor”) Reference is made to the Eighth Amended and Restated Transfer and Administration Agreement, dated as of August 11, 2021 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Transfer and Administration Agreement”), among the Transferor, National Medical Care, Inc., as collection agent, the entities from time to time parties thereto as “Conduit Investors”, “Bank Investors”, and “Administrative Agents” and Agent. Capitalized terms used herein without definition are used as defined in the Transfer and Administration Agreement. The Transferor hereby gives you notice pursuant to Section 2.2 of the Transfer and Administration Agreement of its offer to convey, transfer and assign to you, for the benefit of the Investors, undivided percentage ownership interests in the Receivables and the other Affected Assets related thereto for a Transfer Price of $ 1, on (the “Transfer Date”). The desired Tranche Period[s] and allocations of the Net Investment of this Incremental Transfer (NI) are indicated below: The Transferor hereby certifies that:
(a) after giving effect to the payment to the Transferor of the foregoing Transfer Price, (i) the sum of the Net Investment plus the Interest Component of all outstanding Related Commercial Paper plus the Letter of Credit Obligations, would not exceed the Facility Limit, and (ii) the Percentage Factor would not exceed the Maximum Percentage Factor; and
(b) the representations and warranties set forth in Section 3.1 of the Transfer and Administration Agreement will be true and correct both immediately before and immediately after giving effect to the proposed Incremental Transfer (NI) and the payment to the Transferor of the Transfer Price related thereto.xxxxxx.xxxx@xxxxxxxxxxxxx.xxx ,
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Collection Agent to Maintain Perfection and Priority. The Collection Agent covenants that, in order to evidence the interests of the Transferor, the Agent, the Administrative Agents and the Investors under this Agreement, the Collection Agent shall take such action, and execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by any Administrative Agent) to maintain and perfect, as a first priority interest, the Agent’s security interest in the Receivables. The Collection Agent shall, from time to time and within the time limits established by law, prepare and present to the Agent for the Agent to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Collection Agent to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Agent’s security interest in the Receivables as a first-priority interest (each a “Filing”). The Collection Agent shall present each such Filing to the Agent together with (x) to the extent requested by any Administrative Agent, an opinion of counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Agent pursuant to the Transaction Documents and (ii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Agent’s signature. Upon receipt of such opinion of counsel and form of authorization, Agent shall promptly authorize in writing Collection Agent to, and Collection Agent shall, effect such Filing under the Uniform Commercial Code without the signature of Transferor or Agent where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Collection Agent shall not have any authority to effect a Filing without obtaining written authorization from the Agent in accordance with this paragraph. The Bank of Nova Scotia, N.A., as Agent under the Transfer and Administration Agreement referred to below 00 Xxxx Xxxxxx Xxxx 66th Floor Toronto, ON Canada M5H 1H1 Attention: Xxxx Xxx Telephone: (000) 000-0000 E-mail: xxxx.xxx@xxxxxxxxxx.xxx with a copy to: The Bank of Nova Scotia 000 Xxxxx Xxxxxx 23rd Floor New York, NY 00000 Attention: Xxxxxx Xxxx Tel: (000) 000-0000 Fax: (000) 000-0000 Email: Xxxxxx.Xxxx@xxxxxxxxxx.xxx , Re: NMC Funding Corporation (the “Transferor”) Reference is made to the Eighth Amended and Restated Transfer and Administration Agreement, dated as of August 11, 2021 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Transfer and Administration Agreement”), among the Transferor, National Medical Care, Inc., as collection agent, the entities from time to time parties thereto as “Conduit Investors”, “Bank Investors”, and “Administrative Agents” and Agent. Capitalized terms used herein without definition are used as defined in the Transfer and Administration Agreement. The Transferor hereby gives you notice pursuant to Section 2.2 of the Transfer and Administration Agreement of its offer to convey, transfer and assign to you, for the benefit of the Investors, undivided percentage ownership interests in the Receivables and the other Affected Assets related thereto for a Transfer Price of $ 1, on (the “Transfer Date”). The desired Tranche Period[s] and allocations of the Net Investment of this Incremental Transfer (NI) are indicated below: The Transferor hereby certifies that:
(a) after giving effect to the payment to the Transferor of the foregoing Transfer Price, (i) the sum of the Net Investment plus the Interest Component of all outstanding Related Commercial Paper plus the Letter of Credit Obligations, would not exceed the Facility Limit, and (ii) the Percentage Factor would not exceed the Maximum Percentage Factor; and
(b) the representations and warranties set forth in Section 3.1 of the Transfer and Administration Agreement will be true and correct both immediately before and immediately after giving effect to the proposed Incremental Transfer (NI) and the payment to the Transferor of the Transfer Price related thereto.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
