NEW INTERCOMPANY LOANS Sample Clauses

NEW INTERCOMPANY LOANS. If Funding enters into a New Intercompany Loan Agreement, then the Seller, the Mortgages Trustee, Funding and the Security Trustee shall execute such documents and take such action as may be required by the Rating Agencies for the purpose of including the New Issuer in the Transaction including, without limitation: (a) effecting any necessary changes to Clause 4 (Sale and Purchase of New Mortgage Portfolios); (b) ensuring that any Transaction Document relevant to a New Issuer has been executed and delivered prior to the relevant Closing Date; (c) executing and delivering all documents required by Clause 4.4 (Closing and Conditions Precedent) in relation to any New Mortgage Portfolio.
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NEW INTERCOMPANY LOANS. If Funding enters into a New Intercompany Loan Agreement or if a New Issuer otherwise acquires an interest in the Trust Property, then the Seller, Funding, the Security Trustee and the Mortgages Trustee shall execute such documents and take such action as may be reasonably required by the Security Trustee and the Rating Agencies for the purpose of including the New Issuer in the Transaction Documents including, without limitation: (a) effecting any necessary changes to Clause 4; (b) ensuring that any Transaction Document relevant to a New Issuer has been executed and delivered prior to the relevant Closing Date; and (c) executing and delivering all Assignments of Third Party Rights in relation to any New Portfolio.
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NEW INTERCOMPANY LOANS. On each occasion that a Funding Beneficiary enters into an Intercompany Loan Agreement or is the recipient of a loan advance under an Intercompany Loan Agreement, then the Seller, the Mortgages Trustee, each Funding Beneficiary and each Funding Security Trustee shall execute such documents and take such action as may be required by the Rating Agencies for the purpose of including the applicable Issuer in the Transaction or taking account of such Intercompany Loan or loan advances and or providing for the rights and obligations of such Issuer or the relevant Funding Beneficiary, including, without limitation: (a) effecting any necessary changes to Clause 4 (Sale and Purchase of New Mortgage Portfolios); (b) ensuring that any Transaction Document relevant to such Issuer has been executed and delivered prior to the relevant Closing Date; (c) executing and delivering all documents required by Clause 4.4 (Closing and Conditions Precedent) in relation to any New Mortgage Portfolio.
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NEW INTERCOMPANY LOANS. If Funding enters into a New Intercompany Loan Agreement or if a New Issuer otherwise acquires an interest in the Trust Property, then the Seller, Funding, the Security Trustee and the Mortgages Trustee shall execute such documents and take such action as may be reasonably required by the Security Trustee and the Rating Agencies for the purpose of including the New Issuer in the Transaction including, without limitation: (a) effecting any necessary changes to Clause 4; (b) ensuring that any Transaction Document relevant to a New Issue has been executed and delivered prior to the Relevant Closing Date; and (c) executing and delivering all Assignments of MIG Policies and Assignments of Third Party Rights in relation to any New Portfolio. 21. THIRD PARTY RIGHTS A person who is not a party to this agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Xxx 0000.
Sample 1
NEW INTERCOMPANY LOANS. On each occasion that a Funding Beneficiary enters into an Intercompany Loan Agreement or is the recipient of a loan advance under an Intercompany Loan Agreement, then the Seller, the Mortgages Trustee, each Funding Beneficiary and each Funding Security Trustee shall execute such documents and take such action as may be required by the Rating Agencies for the purpose of including the applicable Issuer in the Transaction and or providing for the rights and obligations of such Issuer, including, without limitation: (a) effecting any necessary changes to Clause 4 (Sale and Purchase of New Mortgage Portfolios); (b) ensuring that any Transaction Document relevant to such Issuer has been executed and delivered prior to the relevant Closing Date; (c) executing and delivering all documents required by Clause 4.4 (Closing and Conditions Precedent) in relation to any New Mortgage Portfolio.
Sample 1
NEW INTERCOMPANY LOANS. If Funding enters into a New Intercompany Loan Agreement or if a New Issuer otherwise acquires an interest in the Trust Property, then the Seller, Funding, the Security Trustee and the Mortgages Trustee shall execute such documents and take such action as may be reasonably required by the Security Trustee and the Rating Agencies for the purpose of including the New Issuer in the Transaction including, without limitation: (a) effecting any necessary changes to Clause 4; (b) ensuring that any Transaction Document relevant to a New Issuer has been executed and delivered prior to the relevant Closing Date; and (c) executing and delivering all Assignments of Third Party Rights in relation to any New Portfolio. 21. THIRD PARTY RIGHTS A person who is not a party to this agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Xxx 0000. 21 <PAGE> 22. GOVERNING LAW 22.1 This Agreement shall be governed by and construed in accordance with the laws of England (provided that any terms hereof which are particular to Scots law shall be construed in accordance with the laws of Scotland).
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NEW INTERCOMPANY LOANS. If Funding intends to enter into a New Intercompany Loan Agreement, then as a condition precedent thereto the relevant New Issuer, together with other relevant creditors (as determined by the Security Trustee) including any New Funding Swap Provider and any New Start-Up Loan Provider shall accede to the terms of this Deed by executing an Accession Undertaking in the form set out in SCHEDULE 2 (Accession Undertaking) to this Deed.
Sample 1
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NEW INTERCOMPANY LOANS. If Funding enters into a New Intercompany Loan Agreement, then the Seller, Funding, the Funding Security Trustee and the Mortgages Trustee shall execute such documents and take such action as may be reasonably required by the Funding Security Trustee and the Rating Agencies for the purpose of including the New Issuer in the Transaction including, without limitation: (a) effecting any necessary changes to CLAUSE 4.2; (b) ensuring that any Transaction Document relevant to a New Issue has been executed and delivered prior to the Relevant Closing Date; and (c) executing and delivering all Assignments of MIG Policies and Assignments of Third Party Rights in relation to any New Portfolio.
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Related to NEW INTERCOMPANY LOANS

  • Intercompany Loans Notwithstanding any provision to the contrary set forth in the Transaction Documents (including, without limitation, clause (s) of the definition of “Eligible Loan” in Annex X), the Guarantor (i) shall not permit any Seller to sell, transfer, assign or otherwise convey any Intercompany Loan to Bunge Funding under the Sale Agreement that has a maturity in excess of six (6) years and (ii) shall either cause a Seller, Bunge Funding or the Trustee to demand repayment of all outstanding principal and accrued interest under each Intercompany Loan or cause a Seller to refinance such amounts by making a new Intercompany Loan to the applicable Obligor within six (6) years from the date of such Intercompany Loan.

  • Subordination of Intercompany Loans Each Loan Party shall cause any intercompany Indebtedness, loans or advances owed by any Loan Party to any other Loan Party to be subordinated pursuant to the terms of the Intercompany Subordination Agreement.

  • Intercompany Indebtedness The Company shall not create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness arising from loans from any Subsidiary to the Company unless (a) such Indebtedness is unsecured and (b) such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent.

  • Intercompany Obligations At all times, the Company shall ensure that all intercompany obligations (including, without limitation, obligations pursuant to transfer pricing and royalty agreements) owed by the Company or a Restricted Subsidiary to the Company or any of its Subsidiaries shall be subordinated in writing in right of payment to the Notes or the applicable Subsidiary Guarantee and unsecured.

  • Intercompany Debt It is understood that Debt shall not include any redeemable equity interest in the Company.

  • Subordination of Intercompany Indebtedness Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

  • Intercompany Transactions 72 Section 9.13

  • Shareholder Loans (a) Each Obligor will procure that prior to any Restricted Person making any Financial Indebtedness (other than Permitted Payments) available to any member of the Borrower Group, such Restricted Person shall enter into a Pledge of Subordinated Shareholder Loans on terms and conditions satisfactory to the Facility Agent and a Security Provider’s Deed of Accession and provides (i) the Facility Agent with such documents and evidence as it may reasonably require as to the power and authority of the Restricted Person to enter into such Pledge of Subordinated Shareholder Loans and Security Provider’s Deed of Accession and that the same constitute valid and legally binding obligations of such Restricted Person enforceable in accordance with their terms subject (to the extent applicable) to substantially similar qualifications to those made in the legal opinions referred to in Schedule 2 (Conditions Precedent Documents); and (ii) notification of such pledge to the relevant member of the Borrower Group. (b) Each Obligor shall ensure that each Subordinated Shareholder Loan and each shareholder loan entered into between an Obligor which is a party to an Obligor Pledge of Shareholder Loans as a creditor and a member of the Borrower Group is governed by the law of The Netherlands.

  • Acquisition Loans The proceeds of the Acquisition Loans may be used only for the following purposes: (i) for working capital and general corporate purposes, including, without limitation, the issuance of Letters of Credit and to pay outstanding Floor Plan Loans; and (ii) to make Permitted Acquisitions.

  • Investments, Acquisitions, Loans and Advances The Borrower shall not, nor shall it permit any Subsidiary to (i) directly or indirectly, make, retain or have outstanding any investments (whether through the purchase of stock or obligations or otherwise) in any Person, real property or improvements on real property, or any loans, advances, lines of credit, mortgage loans or other financings (including pursuant to sale/leaseback transactions) to any other Person, or (ii) acquire any real property, improvements on real property or all or any substantial part of the assets or business of any other Person or division thereof; provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to the Borrower or any Subsidiary, any of the following: (a) investments in direct obligations of the United States of America or of any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America, provided that any such obligations shall mature within one (1) year of the date of issuance thereof; (b) investments in commercial paper with a Rating of at least P-1 by Mxxxx’x and at least A-1 by S&P maturing within one (1) year of the date of issuance thereof; (c) investments in certificates of deposit issued by any Lender or by any United States commercial bank having capital and surplus of not less than $100,000,000 which have a maturity of one (1) year or less; (d) investments in repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in subsection (a) above entered into with any bank meeting the qualifications specified in subsection (c) above, provided all such agreements require physical delivery of the securities securing such repurchase agreement, except those delivered through the Federal Reserve Book Entry System; (e) investments in money market funds that invest solely, and which are restricted by their respective charters to invest solely, in investments of the type described in the immediately preceding subsections (a), (b), (c), and (d) above; (f) the Borrower’s investments from time to time in Stock and Stock Equivalents (including, for the avoidance of doubt, marketable securities) issued by any real estate company or real estate investment trust (“REIT Shares”); provided that at least 90% of such REIT Shares shall issued by real estate companies listed on the New York Stock Exchange, Inc., the NYSE AMEX or the NASDAQ Stock Market; (g) the Borrower’s investments from time to time in its Subsidiaries, and investments made from time to time by a Subsidiary in one or more of its Subsidiaries; (h) intercompany advances made from time to time among the Borrower and its Subsidiaries in the ordinary course of business to finance working capital needs; (i) investments from time to time in individual Real Properties (including Eligible Properties) or in entities which own such individual Real Properties (including Eligible Properties), provided that such investment does not cause a breach of the financial covenants set forth in Section 8.20 hereof or clauses (k), (l) or (m) below; (j) cash investments in joint ventures in an amount not to exceed in the aggregate at any one time outstanding 10% of the Total Asset Value at such time; (k) investments in Assets Under Development in an amount not to exceed in the aggregate at any one time outstanding 10% of the Total Asset Value at such time; (l) investments in Land Assets in an amount not to exceed in the aggregate at any one time outstanding 10% of the Total Asset Value at such time; (m) investments in Ground Leases in an amount not to exceed in the aggregate at any one time outstanding 10% of the Total Asset Value at such time; (n) investments in deposit account and securities accounts opened in the ordinary course of business and in compliance with the terms of this Agreement; (o) investments pursuant to Hedging Agreements that are not otherwise prohibited by the terms of this Agreement; (p) investments in manufactured homes for lease or resale; and (q) purchase money loans made by UMH Sales and Finance Inc. (a Subsidiary), or any successor thereto, to purchasers of manufactured homes; and (r) other investments in addition to those otherwise permitted by this Section in an amount not to exceed in the aggregate at any one time 5% of the Total Asset Value at such time. Investments of the type described in clauses (j), (k), (l), (m), and (r) immediately preceding shall, at no time, exceed in the aggregate at any one time, 20% of the Total Asset Value of the Borrower and its Subsidiaries at such time. In determining the amount of investments, acquisitions, loans, and advances permitted under this Section, investments and acquisitions shall always be taken at the book value (as defined in GAAP) thereof, and loans and advances shall be taken at the principal amount thereof then remaining unpaid.

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