No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCO, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceeding, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full. (b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following the occurrence of a Termination Event. (c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision of this Section 6.5 shall survive any termination of this Agreement.
Appears in 6 contracts
Samples: Receivables Purchase Agreement (Wesco International Inc), Receivables Purchase Agreement (Wesco International Inc), Receivables Purchase Agreement (Wesco International Inc)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCO, the Servicer, the AdministratorAgent, the Purchaser Agents, the Purchasers, the Backup Servicer, each assignee of the Purchased Interest a Participation or any interest therein, and each Person that which enters into a commitment to purchase the Purchased Interest or does purchase a Participation or interests therein, therein hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser Note Issuer or Related CP Issuer any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by any such Conduit Purchaser Note Issuer or Related CP Issuer is paid in full.
(b) Notwithstanding any provisions contained in this Agreement to the contrary, no Note Issuer shall, nor shall it be obligated to, pay any amount pursuant to this Agreement unless such Note Issuer has excess cash flow from operations or has received funds with respect to such obligation which may be used to make such payment and which funds or excess cash flow are not required to repay its Notes when due. Any amounts which a Note Issuer does not pay pursuant to the operation of the preceding sentence shall not constitute a claim against such Note Issuer for any such insufficiency unless and until the condition described in the preceding sentence is satisfied. Nothing in this subsection (b) shall be construed to forgive or cancel any obligations of such Note Issuer hereunder.
(c) Each of WESCOthe Servicer, the ServicerAgent, the Purchaser Agents, the Purchasers, the Backup Servicer, each assignee of the Purchased Interest a Participation or any interest therein, and each Person that which enters into a commitment to purchase the Purchased Interest or does purchase a Participation or interests therein, therein hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after all amounts payable by the Final Payout Date; provided, that the Administrator may take any such action Seller hereunder are paid in its sole discretion following the occurrence of a Termination Eventfull.
(cd) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser the Seller shall not, and shall not be under no obligation to, obligated to pay any amount, if any, payable by it amount pursuant to this Agreement unless the Seller has property or any other Transaction Document unless (i) such Conduit Purchaser has received funds assets which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount amounts which any Conduit Purchaser the Seller does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of against the Bankruptcy Code) against or company obligation of such Conduit Purchaser Seller for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions conditions described in the preceding sentence are satisfied. Nothing in this subsection (d) shall be construed to forgive or cancel any obligations of clauses (i) and (ii) above. The provision of this Section 6.5 shall survive any termination of this Agreementthe Seller hereunder.
Appears in 6 contracts
Samples: Receivables Purchase Agreement (KAR Auction Services, Inc.), Receivables Purchase Agreement (KAR Auction Services, Inc.), Receivables Purchase Agreement (KAR Auction Services, Inc.)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCO, the Servicer, the Administrator, the Purchaser AgentsLC Bank, the Purchasers, Purchaser Agents and the Purchasers and each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or any other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full. The provisions of this paragraph shall survive any termination of this Agreement.
(b) Each of WESCO, the Servicer, the Purchaser AgentsAdministrator, the PurchasersLC Bank, the Purchaser Agents and the Purchasers and each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or any other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following with the occurrence prior written consent of a Termination Eventthe Majority Purchaser Agents and the LC Bank. The provisions of this paragraph shall survive any termination of this Agreement.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall notshall, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any a Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 6 contracts
Samples: Receivables Purchase Agreement (LyondellBasell Industries N.V.), Receivables Purchase Agreement (LyondellBasell Industries N.V.), Receivables Purchase Agreement (LyondellBasell Industries N.V.)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCO, the Servicer, the Administrator, the Purchaser AgentsXX Xxxxx, the Purchasers, Purchaser Agents and the Purchasers and each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full. The provisions of this paragraph shall survive any termination of this Agreement.
(b) Each of WESCO, the Servicer, the Purchaser AgentsAdministrator, the PurchasersXX Xxxxx, the Purchaser Agents and the Purchasers and each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after all indebtedness and other obligations of the Final Payout DateSeller hereunder and under each other Transaction Document shall have been paid in full; provided, that the Administrator may take any such action in its sole discretion following with the occurrence prior written consent of a Termination Eventthe Majority Purchaser Agents and each LC Bank. The provisions of this paragraph shall survive any termination of this Agreement.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall notshall, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any a Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 4 contracts
Samples: Receivables Purchase Agreement (Owens Corning), Receivables Purchase Agreement (Owens Corning), Receivables Purchase Agreement (Owens Corning)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOXxxxx, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full.
(b) . The provisions of this paragraph shall survive any termination of this Agreement. Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and party hereto agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or any other proceeding under any federal or state bankruptcy or similar law, for one year and one day after which all other indebtedness and other obligations of the Final Payout DateSeller hereunder and under each other Transaction Document shall have been paid in full; provided, provided that the Administrator may take any such action in its sole discretion following with the occurrence prior written consent of a Termination Eventthe Majority Purchaser Agents and the LC Bank.
(cb) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 4 contracts
Samples: Receivables Purchase Agreement (Kelly Services Inc), Receivables Purchase Agreement (Kelly Services Inc), Receivables Purchase Agreement (Kelly Services Inc)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOeach SPV Entity, the Administrative Agent, each Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, Group Agent and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, Purchaser hereby covenants and agrees (and each other Person who acquires any interest in an Investment shall be deemed to have covenanted and agreed) with each Conduit Purchaser and with each other that, until the date that is one year plus one day after the Notes or other outstanding senior indebtedness of such Conduit Purchaser have been paid in full, it will not institute against, or join any other Person cause or participate in instituting against, any Conduit Purchaser the institution of any Insolvency Proceeding, for one year and one day after the latest maturing Note issued by Proceeding against such Conduit Purchaser is paid in fullPurchaser.
(b) Each of WESCO, the each Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, Group Agent and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, Purchaser hereby covenants and agrees that it will not institute against, or join any (and each other Person who acquires any interest in instituting againstan Investment shall be deemed to have covenanted and agreed) with each SPV Entity and with each other that, until the Seller any Insolvency Proceeding until date that is one year and plus one day after the Final Payout Date; provided, it will not institute or cause or participate in the institution of any Insolvency Proceeding against any SPV Entity. The Administrative Agent hereby covenants and agrees that, until the date that is one year plus one day after the Administrator may take Final Payout Date, it will not institute or cause or participate in the institution of any such action in its sole discretion following Insolvency Proceeding against any SPV Entity without the occurrence consent of a Termination Eventthe Majority Group Agents.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 13.05 shall survive any termination of this Agreement.
Appears in 4 contracts
Samples: Receivables Purchase Agreement (NCR Atleos Corp), Receivables Purchase Agreement (NCR Corp), Receivables Purchase Agreement (NCR Corp)
No Proceedings; Limitation on Payments. (a) Each of the SellerThe Borrower, WESCOCB, the Servicer, the Administrator, the Purchaser LC Bank, the Group Agents, the PurchasersLenders, each assignee of the Purchased Interest Loan or any interest therein, and each Person that enters into a commitment to purchase fund the Purchased Interest Loans or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser Lender any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one (1) day after the latest maturing Note issued by such Conduit Purchaser Lender is paid in full. The provisions of this paragraph shall survive any termination of this Agreement.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following the occurrence of a Termination Event.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser Lender shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser Lender has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser Lender could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit PurchaserLender’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any such Conduit Purchaser Lender does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser Lender for any such insufficiency unless and until such Conduit Purchaser Lender satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 4 contracts
Samples: Receivables Financing Agreement, Receivables Financing Agreement, Receivables Financing Agreement (Cincinnati Bell Inc)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOACI, the Servicer, the Administrator, the Purchaser AgentsLC Bank, the Purchasers, Purchaser Agents and the Purchasers and each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full. The provisions of this paragraph shall survive any termination of this Agreement.
(b) Each of WESCOthe Seller, ACI, the Servicer, the Purchaser AgentsAdministrator, the PurchasersLC Bank, the Purchaser Agents and the Purchasers and each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following with the occurrence prior written consent of a Termination Eventthe Majority Purchaser Agents and the LC Bank. The provisions of this paragraph shall survive any termination of this Agreement.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall notshall, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any a Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 3 contracts
Samples: Receivables Purchase Agreement (Arch Coal Inc), Receivables Purchase Agreement (Arch Coal Inc), Receivables Purchase Agreement (Arch Coal Inc)
No Proceedings; Limitation on Payments. (a) Each of the SellerSellers, WESCOthe Administrative Agent, the Servicer, the Administratoreach Group Agent, the each Purchaser Agents, the Purchasers, and each assignee of the Purchased Interest Capital or any interest thereinYield thereof or of any other Seller Obligations agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceeding so long as any Notes or other senior indebtedness issued by such Conduit Purchaser shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) Each of the Servicer, each Group Agent, each Purchaser and each Person that enters into a commitment to purchase the Purchased Interest assignee of Capital or interests thereinany Yield thereof or of any other Seller Obligations, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceeding, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence and during the continuance of a Termination Eventan Event of Termination.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 14.05 shall survive any termination of this Agreement.
Appears in 3 contracts
Samples: Receivables Purchase Agreement (OUTFRONT Media Inc.), Receivables Purchase Agreement (OUTFRONT Media Inc.), Receivables Purchase Agreement (OUTFRONT Media Inc.)
No Proceedings; Limitation on Payments. (a) Each of the SellerBorrower, WESCOCB, the each Servicer, the Administrator, the Purchaser LC Bank, the Group Agents, the PurchasersLenders, each assignee of the Purchased Interest Loan or any interest therein, and each Person that enters into a commitment to purchase fund the Purchased Interest Loans or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser Lender any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one (1) day after the latest maturing Note issued by such Conduit Purchaser Lender is paid in full. The provisions of this paragraph shall survive any termination of this Agreement.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following the occurrence of a Termination Event.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser Lender shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser Lender has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser Lender could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit PurchaserLender’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any such Conduit Purchaser Lender does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser Lender for any such insufficiency unless and until such Conduit Purchaser Lender satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 3 contracts
Samples: Receivables Financing Agreement (Cincinnati Bell Inc), Receivables Financing Agreement (Cincinnati Bell Inc), Receivables Financing Agreement (Cincinnati Bell Inc)
No Proceedings; Limitation on Payments. (a) Each of the SellerBorrower, WESCOthe Administrative Agent, the Servicer, the Administratoreach Group Agent, the Purchaser Agents, the Purchasers, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser Lender any Insolvency Proceeding, for one year and one day after the latest maturing Note Proceeding so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in fullLender shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) Each of WESCO, the Servicer, the Purchaser Agentseach Group Agent, the PurchasersLC Bank, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller Borrower any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of a Termination Eventan Event of Default.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser Lender shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser Lender has received funds which may be used to make such payment and which funds are not required to repay such Conduit PurchaserLender’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser Lender could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit PurchaserLender’s securitization program or (y) all of such Conduit PurchaserLender’s Notes are paid in full. Any amount which any Conduit Purchaser Lender does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser Lender for any such insufficiency unless and until such Conduit Purchaser Lender satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 14.05 shall survive any termination of this Agreement.
Appears in 3 contracts
Samples: Receivables Financing Agreement (DCP Midstream, LP), Receivables Financing Agreement (DCP Midstream, LP), Receivables Financing Agreement (DCP Midstream, LP)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOTarga, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full.
(b) . The provisions of this paragraph shall survive any termination of this Agreement. Each of WESCO, the Servicer, the Purchaser Agents, the Purchasersparty hereto, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or any other proceeding under any federal or state bankruptcy or similar law, for one year and one day after which all other indebtedness and other obligations of the Final Payout DateSeller hereunder and under each other Transaction Document shall have been paid in full; provided, provided that the Administrator may take any such action in its sole discretion following with respect to the occurrence Seller with the prior written consent of a Termination Eventthe Majority Purchaser Agents and the LC Bank.
(cb) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 3 contracts
Samples: Receivables Purchase Agreement (Targa Resources Corp.), Receivables Purchase Agreement (Targa Resources Partners LP), Receivables Purchase Agreement (Targa Resources Partners LP)
No Proceedings; Limitation on Payments. (a) Each of the SellerBorrower, WESCOthe Administrative Agent, the Servicer, the Administratoreach Group Agent, the Purchaser Agents, the Purchasers, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser Lender any Insolvency Proceeding, for one year and one day after the latest maturing Note Proceeding so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in fullLender shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) Each of WESCO, the Servicer, the Purchaser Agentseach Group Agent, the Purchasers, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller Borrower any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of a Termination Eventan Event of Default.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser Lender shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser Lender has received funds which may be used to make such payment and which funds are not required to repay such Conduit PurchaserLender’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser Lender could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit PurchaserLender’s securitization program or (y) all of such Conduit PurchaserXxxxxx’s Notes are paid in full. Any amount which any Conduit Purchaser Lender does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser Lender for any such insufficiency unless and until such Conduit Purchaser Lender satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 13.05 shall survive any termination of this Agreement.
Appears in 3 contracts
Samples: Receivables Financing Agreement (Applied Industrial Technologies Inc), Receivables Financing Agreement (OLIN Corp), Receivables Financing Agreement (OLIN Corp)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCO, the Servicer, the AdministratorAgent, the Insurer, the Purchaser Agents, the Purchasers, the Backup Servicer, each assignee of the Purchased Interest a Participation or any interest therein, and each Person that which enters into a commitment to purchase the Purchased Interest or does purchase a Participation or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser Note Issuer, any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by any such Conduit Purchaser Note Issuer is paid in full.
(b) Notwithstanding any provisions contained in this Agreement to the contrary, no Note Issuer shall, nor shall be obligated to, pay any amount pursuant to this Agreement unless (i) such Note Issuer has excess cash flow from operations or has received funds with respect to such obligation which may be used to make such payment and which funds or excess cash flow are not required to repay the Notes when due and (ii) each "Participation" owned by such Note Issuer pursuant to any receivables purchase agreement (including this Agreement) is less than or equal to 100%. Any amounts which a Note Issuer does not pay pursuant to the operation of the preceding sentence shall not constitute a claim against such Note Issuer for any such insufficiency unless and until the conditions described in clauses (i) and (ii) of the preceding sentence are satisfied. Nothing in this subsection (b) shall be construed to forgive or cancel any obligations of such Note Issuer hereunder.
(c) Each of WESCOthe Servicer, the ServicerAgent, the Insurer, the Purchaser Agents, the Purchasers, the Backup Servicer, each assignee of the Purchased Interest a Participation or any interest therein, and each Person that which enters into a commitment to purchase the Purchased Interest or does purchase a Participation or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after all amounts payable by the Final Payout Date; provided, that the Administrator may take any such action Seller hereunder are paid in its sole discretion following the occurrence of a Termination Eventfull.
(cd) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser the Seller shall not, and shall not be under no obligation to, obligated to pay any amount, if any, payable by it amount pursuant to this Agreement unless the Seller has property or any other Transaction Document unless (i) such Conduit Purchaser has received funds assets which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount amounts which any Conduit Purchaser the Seller does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of against the Bankruptcy Code) against or company obligation of such Conduit Purchaser Seller for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions conditions described in the preceding sentence are satisfied. Nothing in this subsection (d) shall be construed to forgive or cancel any obligations of clauses (i) and (ii) above. The provision of this Section 6.5 shall survive any termination of this Agreementthe Seller hereunder.
Appears in 3 contracts
Samples: Receivables Purchase Agreement (Adesa Inc), Receivables Purchase Agreement (Adesa Inc), Receivables Purchase Agreement (Adesa Inc)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOthe Administrative Agent, the Servicer, the Administratoreach Group Agent, the Purchaser Agentseach Purchaser, the Purchasers, each LC Participant and each assignee of the Purchased Interest Capital or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest Yield thereof or interests therein, hereby covenants and of any other Seller Obligations agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceeding, for one year and one day after the latest maturing Note Proceeding so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in fullshall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) Each of WESCO, the Servicer, the each Group Agent, each Purchaser Agents, the Purchasers, and each assignee of the Purchased Interest Capital or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest Yield thereof or interests thereinof any other Seller Obligations, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of a Termination Eventan Event of Termination.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 15.05 shall survive any termination of this Agreement.
Appears in 3 contracts
Samples: Receivables Purchase Agreement (Ashland Inc.), Receivables Purchase Agreement (Ashland Inc.), Receivables Purchase Agreement (Ashland Global Holdings Inc)
No Proceedings; Limitation on Payments. (a) Each of the SellerBorrower, WESCOthe Administrative Agent, the Servicer, the Administratoreach Group Agent, the Purchaser Agents, the Purchasers, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser Lender any Insolvency Proceeding, for one year and one day after the latest maturing Note Proceeding so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in fullLender shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) Each of WESCO, the Servicer, the Purchaser Agentseach Group Agent, the Purchasers, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller Borrower any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of a Termination Eventan Event of Default.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser Lender shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser Lender has received funds which may be used to make such payment and which funds are not required to repay such Conduit PurchaserLender’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser Lender could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit PurchaserLender’s securitization program or (y) all of such Conduit PurchaserLender’s Notes are paid in full. Any amount which any Conduit Purchaser Lender does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser Lender for any such insufficiency unless and until such Conduit Purchaser Lender satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 13.05 shall survive any termination of this Agreement.
Appears in 3 contracts
Samples: Receivables Financing Agreement (OLIN Corp), Receivables Financing Agreement (Integra Lifesciences Holdings Corp), Receivables Financing Agreement (Olin Corp)
No Proceedings; Limitation on Payments. (a) Each of the Sellerparties hereto agrees, WESCO, for the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee benefit of the Purchased Interest holders of the privately or any interest thereinpublicly placed indebtedness for borrowed money of each Conduit Lender, and each Person that enters into a commitment not, prior to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceeding, for one year date which is two (2) years and one (1) day after the latest maturing Note issued by payment in full of all privately or publicly placed indebtedness for borrowed money of such Conduit Purchaser is paid in fullLender outstanding, to acquiesce, petition or otherwise, directly or indirectly, invoke, or cause such Conduit Lender to invoke, the process of any court or any other governmental authority for the purpose of (i) commencing, or sustaining, a case against such Conduit Lender under any federal or state bankruptcy, insolvency or similar law (including the Bankruptcy Code), (ii) appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of such Conduit Lender, or any substantial part of its property, or (iii) ordering the winding up or liquidation of the affairs of such Conduit Lender.
(b) Each of WESCO, the Servicer, the Purchaser Agentseach Group Agent, the Purchasers, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller Borrower any Insolvency Proceeding insolvency proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of an Event of Default or a Termination Event.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser Lender shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser Lender has received funds which may be used to make such payment and which funds are not required to repay such Conduit PurchaserLender’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser Lender could issue Notes to refinance all of its outstanding Notes and Discretionary Advances (assuming such outstanding Notes and Discretionary Advances matured at such time) in accordance with the program documents governing such Conduit PurchaserLender’s securitization program or (y) all of such Conduit PurchaserLender’s Notes and Discretionary Advances are paid in full. Any amount which any Conduit Purchaser Lender does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser Lender for any such insufficiency unless and until such Conduit Purchaser Lender satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 13.05 shall survive any termination of this Agreement.
Appears in 3 contracts
Samples: Receivables Financing Agreement (PACIFIC GAS & ELECTRIC Co), Receivables Financing Agreement (PACIFIC GAS & ELECTRIC Co), Receivables Financing Agreement (PG&E Corp)
No Proceedings; Limitation on Payments. (a) Each of the Sellerparties hereto agrees, WESCO, for the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee benefit of the Purchased Interest holders of the privately or any interest thereinpublicly placed indebtedness for borrowed money of each Conduit Investor, and each Person that enters into a commitment not, prior to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceeding, for one year date which is two (2) years and one (1) day after the latest maturing Note issued by payment in full of all privately or publicly placed indebtedness for borrowed money of such Conduit Purchaser is paid in fullInvestor outstanding, to acquiesce, petition or otherwise, directly or indirectly, invoke, or cause such Conduit Investor to invoke, the process of any court or any other governmental authority for the purpose of (i) commencing, or sustaining, a case against such Conduit Investor under any federal or state bankruptcy, insolvency or similar law (including the Bankruptcy Code), (ii) appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of such Conduit Investor, or any substantial part of its property, or (iii) ordering the winding up or liquidation of the affairs of such Conduit Investor.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each Investor and each assignee of the Purchased Interest an Investment or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding insolvency proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Agent may take any such action in its sole discretion following the occurrence of a Termination Eventan Event of Default.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser Investor shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser Investor has received funds which may be used to make such payment and which funds are not required to repay such Conduit PurchaserInvestor’s Commercial Paper Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser Investor could issue Commercial Paper Notes to refinance all of its outstanding Commercial Paper Notes and Discretionary Advances (assuming such outstanding Commercial Paper Notes and Discretionary Advances matured at such time) in accordance with the program documents governing such Conduit PurchaserInvestor’s securitization program or (y) all of such Conduit PurchaserInvestor’s Commercial Paper Notes and Discretionary Advances are paid in full. Any amount which any Conduit Purchaser Investor does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser Investor for any such insufficiency unless and until such Conduit Purchaser Investor satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 12.05 shall survive any termination of this Agreement.
Appears in 3 contracts
Samples: Receivables Purchase Agreement (Audacy, Inc.), Receivables Purchase Agreement (Audacy, Inc.), Receivables Purchase Agreement (Audacy, Inc.)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOthe Parent, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full.
(b) . The provisions of this paragraph shall survive any termination of this Agreement. Each of WESCO, the Servicer, the Purchaser Agents, the Purchasersparty hereto, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or any other proceeding under any federal or state bankruptcy or similar law, for one year and one day after which all other indebtedness and other obligations of the Final Payout DateSeller hereunder and under each other Transaction Document shall have been paid in full; provided, provided that the Administrator may take any such action in its sole discretion following with the occurrence prior written consent of a Termination Eventthe Majority Purchaser Agents and the LC Bank.
(cb) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above; provided, however, that if any Conduit Purchaser is unable to pay its full portion of the Purchase Price for any Purchased Interest, such Conduit Purchaser’s Related Committed Purchasers shall make that portion of the applicable Purchase. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Avantor, Inc.), Receivables Purchase Agreement (Avantor, Inc.)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCO, the Servicer, the AdministratorAgent, the Insurer, the Purchaser Agents, the Purchasers, the Backup Servicer, each assignee of the Purchased Interest a Participation or any interest therein, and each Person that which enters into a commitment to purchase the Purchased Interest or does purchase a Participation or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser Note Issuer, any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by any such Conduit Purchaser Note Issuer is paid in full.
(b) Notwithstanding any provisions contained in this Agreement to the contrary, no Note Issuer shall, nor shall be obligated to, pay any amount pursuant to this Agreement unless (i) such Note Issuer has excess cash flow from operations or has received funds with respect to such obligation which may be used to make such payment and which funds or excess cash flow are not required to repay the Notes when due and (ii) each “Participation” owned by such Note Issuer pursuant to any receivables purchase agreement (including this Agreement) is less than or equal to 100%. Any amounts which a Note Issuer does not pay pursuant to the operation of the preceding sentence shall not constitute a claim against such Note Issuer for any such insufficiency unless and until the conditions described in clauses (i) and (ii) of the preceding sentence are satisfied. Nothing in this subsection (b) shall be construed to forgive or cancel any obligations of such Note Issuer hereunder.
(c) Each of WESCOthe Servicer, the ServicerAgent, the Insurer, the Purchaser Agents, the Purchasers, the Backup Servicer, each assignee of the Purchased Interest a Participation or any interest therein, and each Person that which enters into a commitment to purchase the Purchased Interest or does purchase a Participation or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after all amounts payable by the Final Payout Date; provided, that the Administrator may take any such action Seller hereunder are paid in its sole discretion following the occurrence of a Termination Eventfull.
(cd) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser the Seller shall not, and shall not be under no obligation to, obligated to pay any amount, if any, payable by it amount pursuant to this Agreement unless the Seller has property or any other Transaction Document unless (i) such Conduit Purchaser has received funds assets which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount amounts which any Conduit Purchaser the Seller does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of against the Bankruptcy Code) against or company obligation of such Conduit Purchaser Seller for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions conditions described in the preceding sentence are satisfied. Nothing in this subsection (d) shall be construed to forgive or cancel any obligations of clauses (i) and (ii) above. The provision of this Section 6.5 shall survive any termination of this Agreementthe Seller hereunder.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (KAR Auction Services, Inc.), Receivables Purchase Agreement (Adesa Inc)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOFleetCor, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full. The provisions of this paragraph shall survive any termination of this Agreement.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following the occurrence of a Termination Event.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
(c) Each of FleetCor, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the Final Payout Date; provided, however, that the Administrator shall not be prohibited from taking any such action with the consent of the Majority Purchaser Agents. The provisions of this paragraph shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Fleetcor Technologies Inc), Receivables Purchase Agreement (Fleetcor Technologies Inc)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOAirgas, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase Purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full.
(b) Each of WESCONotwithstanding anything to the contrary contained in this Agreement, the Servicer, obligations of any Conduit Purchaser under this Agreement and all other Transaction Documents are solely the corporate obligations of such Conduit Purchaser Agents, and shall be payable solely to the Purchasers, each assignee extent of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, funds received from the Seller in accordance herewith or from any Insolvency Proceeding until one year party to any Transaction Document in accordance with the terms thereof in excess of funds necessary to pay its matured and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following the occurrence of a Termination Eventmaturing Notes.
(c) Notwithstanding any provisions provision contained in this Agreement to the contrary, a Conduit Purchaser shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless to the contrary, no Purchaser, Purchaser Agent or the Administrator shall, and no such Person shall be obligated (iwhether on behalf of any Purchaser or otherwise) such Conduit to pay any amount to the Seller as a reinvestment in the undivided percentage ownership interests with regard to the Purchased Interest, except to the extent of Collections on Receivables available for distribution to the Seller in accordance with this Agreement. In addition, notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document, the obligations of any Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all or any of its outstanding Notes successors or assigns (assuming including any Liquidity Provider or Program Support Provider) that is a commercial paper conduit or similar vehicle under this Agreement and all other Transaction Documents shall be payable by such outstanding Notes matured at such time) Purchaser or successor or assign solely to the extent of funds received from the Seller in accordance herewith or from any party to any Transaction Document in accordance with the program documents governing terms thereof in excess of funds necessary to pay such Conduit PurchaserPerson’s securitization program matured and maturing Notes or (y) all of such Conduit Purchaser’s Notes are paid in fullother senior indebtedness. Any amount which the Administrator or any Conduit Purchaser does is not obligated to pay pursuant to the operation of the two preceding sentence sentences shall not constitute a claim (as defined in Section § 101 of the Bankruptcy Code) against against, or company corporate obligation of of, the Administrator or such Conduit Purchaser Purchaser, as applicable, for any such insufficiency unless and until such Conduit Purchaser satisfies amount becomes available for distribution to the provisions of clauses (i) and (ii) above. The provision of this Section 6.5 shall survive any termination of this AgreementSeller pursuant to the terms hereof.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Airgas Inc), Receivables Purchase Agreement (Airgas Inc)
No Proceedings; Limitation on Payments. (a) Each Seller agrees not to cause the filing of the Seller, WESCO, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest a petition in bankruptcy or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, similar proceeding against any Conduit Purchaser Principal so long as any Insolvency Proceeding, for one year and one day after the latest maturing Note Short-Term Notes or other senior indebtedness issued by such Conduit Purchaser is paid in full.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest Principal shall be outstanding or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will there shall not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until have elapsed one year and plus one day after since the Final Payout Date; provided, that the Administrator may take last day on which any such action in its sole discretion following the occurrence of a Termination Event.
(c) commercial paper, promissory notes or other senior indebtedness shall have been outstanding. Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser Principal shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser Principal has received funds which may be used to make such payment and which funds are not required to repay such Conduit PurchaserPrincipal’s Short-Term Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser Principal could issue Short-Term Notes to refinance all of its outstanding Short-Term Notes (assuming such outstanding Short-Term Notes matured at such time) in accordance with the program documents governing such Conduit PurchaserPrincipal’s securitization program or (y) all of such Conduit PurchaserPrincipal’s Short-Term Notes are paid in full. Any amount which any Conduit Purchaser Principal does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser Principal for any such insufficiency unless and until such Conduit Purchaser Principal satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 31 shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Master Repurchase Agreement (PHH Corp), Master Repurchase Agreement (PHH Corp)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOTransDigm, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and party hereto agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or any other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the Final Payout Date; provided, provided that the Administrator may take any such action in its sole discretion following with the occurrence prior written consent of a Termination Eventthe Majority Purchaser Agents.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. .
(d) The provision provisions of this Section 6.5 shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (TransDigm Group INC), Receivables Purchase Agreement (TransDigm Group INC)
No Proceedings; Limitation on Payments. (a) Each of the SellerBorrower, WESCOthe Administrative Agent, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, Group Agent and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, Lender hereby covenants and agrees (and each other Person who acquires any interest in a Loan shall be deemed to have covenanted and agreed) with each Conduit Lender and with each other that, until the date that is one year plus one day after the Notes or other outstanding senior indebtedness of such Conduit Lender have been paid in full, it will not institute against, or join any other Person cause or participate in instituting against, any Conduit Purchaser the institution of any Insolvency Proceeding, for one year and one day after the latest maturing Note issued by Proceeding against such Conduit Purchaser is paid in fullLender.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, Group Agent and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, Lender hereby covenants and agrees that it will not institute against, or join any (and each other Person who acquires any interest in instituting againsta Loan shall be deemed to have covenanted and agreed) with the Borrower and with each other that, until the Seller any Insolvency Proceeding until date that is one year and plus one day after the Final Payout Date; provided, it will not institute or cause or participate in the institution of any Insolvency Proceeding against the Borrower. The Administrative Agent hereby covenants and agrees that, until the date that is one year plus one day after the Administrator may take Final Payout Date, it will not institute or cause or participate in the institution of any such action in its sole discretion following Insolvency Proceeding against the occurrence Borrower without the consent of a Termination Eventthe Majority Group Agents.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser Lender shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser Lender has received funds which may be used to make such payment and which funds are not required to repay such Conduit PurchaserLender’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser Lender could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit PurchaserLender’s securitization program or (y) all of such Conduit PurchaserLender’s Notes are paid in full. Any amount which any Conduit Purchaser Lender does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser Lender for any such insufficiency unless and until such Conduit Purchaser Lender satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 13.05 shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Receivables Financing Agreement, Receivables Financing Agreement (NCR Corp)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOSwift, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full.
(b) . The provisions of this paragraph shall survive any termination of this Agreement. Each of WESCO, the Servicer, the Purchaser Agents, the Purchasersparty hereto, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or any other proceeding under any federal or state bankruptcy or similar law, for one year and one day after which all other indebtedness and other obligations of the Final Payout DateSeller hereunder and under each other Transaction Document shall have been paid in full; provided, provided that the Administrator may take any such action in its sole discretion following with the occurrence prior written consent of a Termination Eventthe Majority Purchaser Agents and the LC Bank.
(cb) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Knight-Swift Transportation Holdings Inc.), Receivables Purchase Agreement (SWIFT TRANSPORTATION Co)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOTriumph, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full.
(b) . The provisions of this paragraph shall survive any termination of this Agreement. Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and party hereto agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any federal or state bankruptcy or similar law, for one year and one day after which all indebtedness and other obligations of the Final Payout DateSeller hereunder and under each other Transaction Document shall have been paid in full; providedprovided that, that if a Termination Event has occurred and is continuing, the Administrator may take any such action in its sole discretion following with the occurrence prior written consent of a Termination Eventthe Majority Purchaser Agents.
(cb) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Triumph Group Inc), Receivables Purchase Agreement (Triumph Group Inc /)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOCxxxxx Tire, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full. The provisions of this paragraph shall survive any termination of this Agreement.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following the occurrence of a Termination Event.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Cooper Tire & Rubber Co), Receivables Purchase Agreement (Cooper Tire & Rubber Co)
No Proceedings; Limitation on Payments. (a) Each of the SellerBorrower, WESCOthe Administrative Agent, the Servicer, the Administratoreach Group Agent, the Purchaser Agents, the Purchasers, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, against any Conduit Purchaser Lender any Insolvency Proceeding, for one year and one day after the latest maturing Note Proceeding so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in fullLender shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) Each of WESCO, the Servicer, the Purchaser Agentseach Group Agent, the Purchasers, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller Borrower any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of a Termination Eventan Event of Default.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser Lender shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser Lender has received funds which may be used to make such payment and which funds are not required to repay such Conduit PurchaserLender’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser Lender could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit PurchaserLender’s securitization program or (y) all of such Conduit PurchaserLender’s Notes are paid in full. Any amount which any Conduit Purchaser Lender does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser Lender for any such insufficiency unless and until such Conduit Purchaser Lender satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 14.05 shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Receivables Financing Agreement (NuStar Energy L.P.), Receivables Financing Agreement (NuStar Energy L.P.)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOFleetCor, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full. The provisions of this paragraph shall survive any termination of this Agreement.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following the occurrence of a Termination Event.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Receivables Purchase Agreement, Receivables Purchase Agreement (Fleetcor Technologies Inc)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOCONSOL Energy, the Servicer, the Administrator, the Purchaser AgentsLC Bank, the Purchasers, each LC Participant and each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser or Purchaser Agent any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such all Conduit Purchaser Purchasers is paid in full. The provision of this Section 6.5 shall survive any termination of this Agreement.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following the occurrence of a Termination Event.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall not, and shall pay or be under no obligation to, obligated to pay any amount, if any, amount payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s its Notes are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Consol Energy Inc), Receivables Purchase Agreement (Consol Energy Inc)
No Proceedings; Limitation on Payments. (a) Each of the SellerBorrower, WESCOthe Administrative Agent, the Servicer, the Administratoreach Group Agent, the Purchaser Agents, the Purchasers, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser Lender any Insolvency Proceeding, for one year and one day after the latest maturing Note Proceeding so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in fullLender shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) Each of WESCO, the Servicer, the Purchaser Agentseach Group Agent, the Purchasers, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller Borrower any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of a Termination Event.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser Lender shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser Lender has received funds which may be used to make such payment and which funds are not required to repay such Conduit PurchaserLender’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser Lender could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit PurchaserLender’s securitization program or (y) all of such Conduit PurchaserLender’s Notes are paid in full. Any amount which any Conduit Purchaser Lender does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser Lender for any such insufficiency unless and until such Conduit Purchaser Lender satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 14.05 shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Receivables Financing Agreement (Rackspace Technology, Inc.), Receivables Financing Agreement (Rackspace Technology, Inc.)
No Proceedings; Limitation on Payments. (a) Each of the SellerBorrower, WESCOthe Administrative Agent, the Servicer, the Administratoreach Group Agent, the Purchaser Agents, the Purchasers, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser Lender any Insolvency Proceeding, for one year and one day after the latest maturing Note Proceeding so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in fullLender shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) Each of WESCO, the Servicer, the Purchaser Agentseach Group Agent, the Purchasers, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller Borrower any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of a Termination Eventan Event of Default.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser Lender shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser Lender has received funds which may be used to make such payment and which funds are not required to repay such Conduit PurchaserLender’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser Lender could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit PurchaserLender’s securitization program or (y) all of such Conduit PurchaserLender’s Notes are paid in full. Any amount which any Conduit Purchaser Lender does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser Lender for any such insufficiency unless and until such Conduit Purchaser Lender satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 14.05 shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Receivables Financing Agreement (First Data Corp), Receivables Financing Agreement (First Data Corp)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCO-------------------------------------- Originator, the ServicerTransferor, the AdministratorAdministrative Agent, the Purchaser Agents, the Purchaserseach Transferee, each assignee of the Purchased Interest a Receivable or any interest therein, therein and each Person that entity which enters into a commitment to purchase the Purchased Interest acquire Receivables or interests therein, therein hereby covenants and agrees that it will not institute against, or join any other Person person in instituting against, PARCO any Conduit Purchaser proceeding of the type referred to in paragraph (h) of Exhibit V so long as any Insolvency Proceeding, for Commercial Paper issued by PARCO shall be outstanding and there shall not have elapsed one year and plus one day after since the latest maturing Note issued by last day on which any such Conduit Purchaser is paid in full.
(b) Commercial Paper shall have been outstanding. Each of WESCOthe Originator, the ServicerAdministrative Agent, the Purchaser Agents, the Purchaserseach Transferee, each assignee of the Purchased Interest a Receivable or any interest therein, therein and each Person that entity which enters into a commitment to purchase the Purchased Interest acquire Receivables or interests therein, therein hereby covenants and agrees that it will not institute against, or join any other Person person in instituting against, the Seller Transferor any Insolvency Proceeding until proceeding of the type referred to in paragraph (h) of Exhibit V so long as any Commercial Paper issued by PARCO to finance the Capital shall be outstanding and there shall not have elapsed one year and plus one day after since the Final Payout Date; provided, that the Administrator may take last day on which any such action in its sole discretion following the occurrence of a Termination EventCommercial Paper shall have been outstanding.
(cb) Notwithstanding any provisions contained anything in this Agreement to the contrary, a Conduit Purchaser shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (ito the contrary, PARCO shall have no obligation to pay any amount required to be paid by it hereunder or thereunder in excess of any amount available to PARCO after paying or making provision for the payment of its Commercial Paper. All payment obligations of PARCO hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper; and each of the Transferor, the Collection Agent, the Administrative Agent and the Transferees agree that they shall not have a claim under Section 101(5) such Conduit Purchaser has received funds which may be used of the Bankruptcy Code if and to make the extent that any such payment and which funds are not obligation exceeds the amount available to PARCO to pay such amount after paying or making provision for the payment of its Commercial Paper. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, the Transferor shall have no obligation to pay any amount required to repay such Conduit Purchaser’s Notes when due and be paid by it hereunder or thereunder in excess of any amount available to the Transferor after paying or making provision for the payment of the items set forth in Section 1.03(c)(i), (ii) after giving effect to such payment, either and the first clause of (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in fulliii). Any amount which any Conduit Purchaser does not pay pursuant to the operation All payment ------------------ ---- ----- obligations of the preceding sentence Transferor hereunder are contingent on the availability of funds in excess of the amounts necessary to pay such items; and each of the Collection Agent, the Administrative Agent, the Transferees and the Affected Persons agree that they shall not constitute have a claim (as defined in under Section 101 101(5) of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for Code if and to the extent that any such insufficiency unless and until payment obligation exceeds the amount available to the Transferor to pay such Conduit Purchaser satisfies amounts after paying or making provision for the payment thereof.
(c) The provisions of clauses (i) and (ii) above. The provision of this Section 6.5 5.05 shall survive any termination of ------------ this Agreement.
Appears in 2 contracts
Samples: Receivables Transfer Agreement (Ikon Office Solutions Inc), Receivables Transfer Agreement (Ios Capital Inc)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOCloud Peak, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, the LC Bank, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and party hereto agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or any other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the Final Payout Date; provided, provided that the Administrator may take any such action in its sole discretion following with the occurrence prior written consent of a Termination Eventthe Majority Purchaser Agents and the LC Bank.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. .
(d) The provision provisions of this Section 6.5 shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Cloud Peak Energy Inc.), Receivables Purchase Agreement (Cloud Peak Energy Inc.)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCO, the Servicer, the AdministratorAgent, the Purchaser Agents, the Purchasers, the Backup Servicer, each assignee of the Purchased Interest a Participation or any interest therein, and each Person that which enters into a commitment to purchase the Purchased Interest or does purchase a Participation or interests therein, therein hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser Note Issuer any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by any such Conduit Purchaser Note Issuer is paid in full.
(b) Notwithstanding any provisions contained in this Agreement to the contrary, no Note Issuer shall, nor shall it be obligated to, pay any amount pursuant to this Agreement unless such Note Issuer has excess cash flow from operations or has received funds with respect to such obligation which may be used to make such payment and which funds or excess cash flow are not required to repay its Notes when due. Any amounts which a Note Issuer does not pay pursuant to the operation of the preceding sentence shall not constitute a claim against such Note Issuer for any such insufficiency unless and until the condition described in the preceding sentence is satisfied. Nothing in this subsection (b) shall be construed to forgive or cancel any obligations of such Note Issuer hereunder.
(c) Each of WESCOthe Servicer, the ServicerAgent, the Purchaser Agents, the Purchasers, the Backup Servicer, each assignee of the Purchased Interest a Participation or any interest therein, and each Person that which enters into a commitment to purchase the Purchased Interest or does purchase a Participation or interests therein, therein hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after all amounts payable by the Final Payout Date; provided, that the Administrator may take any such action Seller hereunder are paid in its sole discretion following the occurrence of a Termination Eventfull.
(cd) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser the Seller shall not, and shall not be under no obligation to, obligated to pay any amount, if any, payable by it amount pursuant to this Agreement unless the Seller has property or any other Transaction Document unless (i) such Conduit Purchaser has received funds assets which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount amounts which any Conduit Purchaser the Seller does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of against the Bankruptcy Code) against or company obligation of such Conduit Purchaser Seller for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions conditions described in the preceding sentence are satisfied. Nothing in this subsection (d) shall be construed to forgive or cancel any obligations of clauses (i) and (ii) above. The provision of this Section 6.5 shall survive any termination of this Agreementthe Seller hereunder.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (KAR Auction Services, Inc.), Receivables Purchase Agreement (KAR Auction Services, Inc.)
No Proceedings; Limitation on Payments. (a) Each of the SellerBorrower, WESCOthe Administrative Agent, the Servicer, the Administratoreach Group Agent, the Purchaser Agents, the Purchasers, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser Lender any Insolvency Proceeding, for one year and one day after the latest maturing Note Event of Bankruptcy so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in fullLender shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) Each of WESCO, the Servicer, the Purchaser Agentseach Group Agent, the Purchasers, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller Borrower any Insolvency Proceeding Event of Bankruptcy until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of a Termination Eventan Event of Default.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser Lender shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser Lender has received funds which may be used to make such payment and which funds are not required to repay such Conduit PurchaserLender’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser Lender could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit PurchaserLender’s securitization program or (y) all of such Conduit PurchaserLender’s Notes are paid in full. Any amount which any Conduit Purchaser Lender does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser Lender for any such insufficiency unless and until such Conduit Purchaser Lender satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 14.05 shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Loan and Security Agreement (Hill-Rom Holdings, Inc.), Loan and Security Agreement (Hill-Rom Holdings, Inc.)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCO, the Servicer, the Administrator, the Purchaser Agents, Agents and the Purchasers, Purchasers and each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or any other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full. The provisions of this paragraph shall survive any termination of this Agreement.
(b) Each of WESCO, the Servicer, the Purchaser AgentsAdministrator, the Purchasers, Purchaser Agents and the Purchasers and each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or any other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following with the occurrence prior written consent of a Termination Eventthe Majority Purchaser Agents. The provisions of this paragraph shall survive any termination of this Agreement.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall notshall, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any a Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Celanese Corp), Receivables Purchase Agreement (Celanese Corp)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCO, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and The Transferor agrees that so long as any CP Notes of a Conduit Purchaser shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any CP Notes of such Conduit Purchaser shall have been outstanding, it will shall not institute againstfile, or join in the filing of, a petition against a Conduit Purchaser, the Master Trust or the Issuing Entity under the Federal Bankruptcy Code, or join in the commencement of any bankruptcy, reorganization, arrangement, insolvency, liquidation or other Person in instituting againstsimilar proceeding against a Conduit Purchaser, any Conduit Purchaser any Insolvency Proceeding, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in fullMaster Trust or the Issuing Entity.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and severally agrees that it will shall not institute againstat any time file, or join any other Person in instituting againstthe filing of, a petition against the Transferor, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator may take any such action 1995 Master Trust Trustee (solely in its sole discretion following capacity as acting as such for the occurrence Master Trust), the Indenture Trustee (solely in its capacity as acting as such for the Issuing Entity), the Issuing Entity or the Master Trust under the Federal Bankruptcy Code, or join in the commencement of a Termination Eventany bankruptcy, reorganization, arrangement, insolvency, liquidation or other similar proceeding against the Transferor, the 1995 Master Trust Trustee (solely in its capacity as acting as such for the Master Trust), the Indenture Trustee (solely in its capacity as acting as such for the Issuing Entity), the Issuing Entity or the Master Trust.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall notshall, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document the transactions contemplated hereby unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s CP Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue CP Notes to refinance all of its outstanding CP Notes (assuming such outstanding CP Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all CP Notes of such Conduit Purchaser’s Notes Purchaser are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Federal Bankruptcy Code) against or company corporate obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision of this Section 6.5 shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Note Purchase Agreement (Navistar International Corp), Note Purchase Agreement (Navistar International Corp)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOthe Administrative Agent, the Servicer, the Administratoreach Group Agent, the each Purchaser Agents, the Purchasers, and each assignee of the Purchased Interest Capital or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest Yield thereof or interests therein, hereby covenants and of any other Seller Obligations agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceeding, for one year and one day after the latest maturing Note Proceeding so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in fullshall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) Each of WESCO, the Servicer, the each Group Agent, each Purchaser Agents, the Purchasers, and each assignee of the Purchased Interest Capital or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest Yield thereof or interests thereinof any other Seller Obligations, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of an Event of Termination. Notwithstanding the foregoing and without limiting any of the rights of the Administrative Agent and the Purchasers set forth in Article X (including, without limitation, the rights of foreclosure and liquidation of the Sold Assets and Seller Collateral and all proceeds thereof, the right to declare the Termination Date and the right to declare the Seller Obligation Final Due Date to have occurred), if any amounts due on the Seller Obligation Final Due Date or on the date on which the Administrative Agent declares the Aggregate Capital and all other Seller Obligations to be immediately due and payable pursuant to Section 10.01 cannot be fully satisfied from funds from the Sold Assets and Seller Collateral, such deficiency shall not constitute a Termination Eventclaim (as defined in Section 101 of the Bankruptcy Code) against the Seller.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 14.05 shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Warner Bros. Discovery, Inc.), Receivables Purchase Agreement (Warner Bros. Discovery, Inc.)
No Proceedings; Limitation on Payments. (a) Each of the Sellerparties hereto agrees, WESCO, for the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee benefit of the Purchased Interest holders of the privately or any interest thereinpublicly placed indebtedness for borrowed money of each Conduit Lender, and each Person that enters into a commitment not, prior to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceeding, for one year date which is two (2) years and one (1) day after the latest maturing Note issued by payment in full of all privately or publicly placed indebtedness for borrowed money of such Conduit Purchaser is paid in fullLender outstanding, to acquiesce, petition or otherwise, directly or indirectly, invoke, or cause such Conduit Lender to invoke, the process of any court or any other governmental authority for the purpose of (i) commencing, or sustaining, a case against such Conduit Lender under any federal or state bankruptcy, insolvency or similar law (including the Bankruptcy Code), (ii) appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of such Conduit Lender, or any substantial part of its property, or (iii) ordering the winding up or liquidation of the affairs of such Conduit Lender.
(b) Each of WESCO, the Servicer, the Purchaser Agentseach Group Agent, the Purchasers, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller Borrower any Insolvency Proceeding insolvency proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of a Termination Eventan Event of Default.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser Lender shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser Lender has received funds which may be used to make such payment and which funds are not required to repay such Conduit PurchaserLender’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser Lender could issue Notes to refinance all of its outstanding Notes and Discretionary Advances (assuming such outstanding Notes and Discretionary Advances matured at such time) in accordance with the program documents governing such Conduit PurchaserLender’s securitization program or (y) all of such Conduit PurchaserLender’s Notes and Discretionary Advances are paid in full. Any amount which any Conduit Purchaser Lender does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser Lender for any such insufficiency unless and until such Conduit Purchaser Lender satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 13.05 shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Receivables Financing Agreement (TGPX Holdings I LLC), Receivables Financing Agreement (TGPX Holdings I LLC)
No Proceedings; Limitation on Payments. (a) Each of the SellerBorrower, WESCOthe Administrative Agent, the Servicer, the Administratoreach Group Agent, the Purchaser Agents, the Purchasers, each Lender and each assignee of the Purchased Interest Loans or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest therein or interests therein, hereby covenants and of any other Borrower Obligations agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser Lender any Insolvency Proceeding, for one year and one day after the latest maturing Note Event of Bankruptcy so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in fullLender shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) Each of WESCO, the Servicer, the Purchaser Agentseach Group Agent, the PurchasersAdministrative Agent, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest therein or interests thereinof any other Borrower Obligations, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller Borrower any Insolvency Proceeding Event of Bankruptcy until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of a Termination Eventan Event of Termination.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser Lender shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser Lender has received funds which may be used to make such payment and which funds are not required to repay such Conduit PurchaserLender’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser Lender could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit PurchaserLender’s securitization program or (y) all of such Conduit PurchaserXxxxxx’s Notes are paid in full. Any amount which any Conduit Purchaser Lender does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser Lender for any such insufficiency unless and until such Conduit Purchaser Lender satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 13.05 shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Receivables Financing Agreement (Deluxe Corp), Receivables Financing Agreement (Agiliti, Inc. \De)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOSwift, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full.
(b) . The provisions of this paragraph shall survive any termination of this Agreement. Each of WESCO, the Servicer, the Purchaser Agents, the Purchasersparty hereto, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or any other proceeding under any federal or state bankruptcy or similar law, for one year and one day after which all other indebtedness and other obligations of the Final Payout DateSeller hereunder and under each other Transaction Document shall have been paid in full; provided, provided that the Administrator may take any such action in its sole discretion following with the occurrence prior written consent of a Termination Eventthe Majority Purchaser Agents and the LC Bank.
(ci) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Knight-Swift Transportation Holdings Inc.)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCO, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, party hereto hereby covenants and agrees that it will not institute against, or join any other Person person in instituting against, PARCO any Conduit Purchaser proceeding of the type referred to in paragraph (g) of Exhibit V so long as any Insolvency Proceeding, for Commercial Paper issued by PARCO shall be outstanding and there shall not have elapsed one year and plus one day after since the latest maturing Note issued by last day on which any such Conduit Purchaser is paid in full.
(b) Commercial Paper shall have been outstanding. Each of WESCOthe Originator, the ServicerFunding Agent, the Purchaser Agents, the Purchaserseach Lender, each assignee of the Purchased Interest a Receivable or any interest therein, therein and each Person that entity which enters into a commitment to purchase the Purchased Interest acquire Receivables or interests therein, therein hereby covenants and agrees that it will not institute against, or join any other Person person in instituting against, the Seller Borrower any Insolvency Proceeding until proceeding of the type referred to in paragraph (g) of Exhibit V so long as any Commercial Paper issued by PARCO to finance the Outstanding Loans shall be outstanding and there shall not have elapsed one year and plus one day after since the Final Payout Date; provided, that the Administrator may take last day on which any such action in its sole discretion following the occurrence of a Termination EventCommercial Paper shall have been outstanding.
(cb) Notwithstanding any provisions contained anything in this Agreement to the contrary, a Conduit Purchaser shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (ito the contrary, PARCO shall have no obligation to pay any amount required to be paid by it hereunder or thereunder in excess of any amount available to PARCO after paying or making provision for the payment of its Commercial Paper. All payment obligations of PARCO hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper; and each of the Borrower, the Originator, the Funding Agent and the Lenders agree that they shall not have a claim under Section 101(5) such Conduit Purchaser has received funds which may be used of the Bankruptcy Code if and to make the extent that any such payment and which funds are not obligation exceeds the amount available to PARCO to pay such amount after paying or making provision for the payment of its Commercial Paper. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, the Borrower shall have no obligation to pay any amount required to repay such Conduit Purchaser’s Notes when due and be paid by it hereunder or thereunder in excess of any amount available to the Borrower after paying or making provision for the payment of the items set forth in Section 2.3(c)(i), (ii) after giving effect to such payment, either and the first clause of (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in fulliii). Any amount which any Conduit Purchaser does not pay pursuant to the operation All payment obligations of the preceding sentence Borrower hereunder are contingent on the availability of funds in excess of the amounts necessary to pay such items; and each of the Originator, the Funding Agent, the Lenders and the Affected Persons agree that they shall not constitute have a claim (as defined in under Section 101 101(5) of the Bankruptcy CodeCode if and to the extent that any such payment obligation exceeds the amount available to the Borrower to pay such amounts after paying or making provision for the payment thereof.
(c) No recourse under any obligation, covenant or agreement of the Conduit Lender contained in this Agreement shall be had against any incorporator, stockholder, officer, director, member, manager, employee or company agent of the Conduit Lender, the Funding Agent or manager of the Conduit Lender or any of its Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceedings by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Conduit Lender, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Conduit Lender, the Funding Agent or the manager of the Conduit Lender or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Conduit Purchaser Lender contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Conduit Lender of any such insufficiency unless obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and until such Conduit Purchaser satisfies in consideration for the provisions of clauses (i) and (ii) above. The provision of this Section 6.5 shall survive any termination execution of this Agreement; provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or fraudulent omissions made by them.
(d) No recourse under any obligation, covenant or agreement of the Borrower contained in this Agreement shall be had against X.
Appears in 1 contract
Samples: Asset Backed Loan Agreement (Ikon Office Solutions Inc)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOACI, the Servicer, the Administrator, the Purchaser AgentsLC Bank, the Purchasers, Purchaser Agents and the Purchasers and each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full. The provisions of this paragraph shall survive any termination of this Agreement.
(b) Each of WESCOthe Seller, ACI, the Servicer, the Purchaser AgentsAdministrator, the PurchasersLC Bank, the Purchaser Agents and the Purchasers and each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after all indebtedness and other obligations of the Final Payout DateSeller hereunder and under each other Transaction Document shall have been paid in full; provided, that the Administrator may take any such action in its sole discretion following with the occurrence prior written consent of a Termination Eventthe Majority Purchaser Agents and the LC Bank. The provisions of this paragraph shall survive any termination of this Agreement.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall notshall, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any a Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 1 contract
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCO, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, Administrator and each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceeding, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller Issuer any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the Final Payout Date; provided, that latest maturing Note issued by the Administrator may take Issuer is paid in full. The provisions of this Section 5.6(a) shall survive any such action in its sole discretion following the occurrence termination of a Termination Eventthis Agreement.
(cb) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser except with respect to the Issuer's commitment to make purchases and reinvestments pursuant to and in accordance with the terms of this Agreement, the Issuer shall not, and shall not be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser the Issuer has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser the Issuer could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s the Issuer's securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any Conduit Purchaser the Issuer does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser the Issuer for any such insufficiency unless and until such Conduit Purchaser the Issuer satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 5.6(b) shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Eagle Materials Inc)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCO-------------------------------------- Originator, the ServicerTransferor, the AdministratorAdministrative Agent, the Purchaser Agents, the Purchaserseach Transferee, each assignee of the Purchased Interest a Receivable or any interest therein, therein and each Person that entity which enters into a commitment to purchase the Purchased Interest acquire Receivables or interests therein, therein hereby covenants and agrees that it will not institute against, or join any other Person person in instituting against, Twin Towers any Conduit Purchaser proceeding of the type referred to in paragraph (h) of Exhibit V so long as any Insolvency Proceeding, for Commercial Paper issued by Twin Towers shall be outstanding and there shall not have elapsed one year and plus one day after since the latest maturing Note issued by last day on which any such Conduit Purchaser is paid in full.
(b) Commercial Paper shall have been outstanding. Each of WESCOthe Originator, the ServicerAdministrative Agent, the Purchaser Agents, the Purchaserseach Transferee, each assignee of the Purchased Interest a Receivable or any interest therein, therein and each Person that entity which enters into a commitment to purchase the Purchased Interest acquire Receivables or interests therein, therein hereby covenants and agrees that it will not institute against, or join any other Person person in instituting against, the Seller Transferor any Insolvency Proceeding until proceeding of the type referred to in paragraph (h) of Exhibit V so long as any Commercial Paper issued by Twin Towers to finance the Capital shall be outstanding and there shall not have elapsed one year and plus one day after since the Final Payout Date; provided, that the Administrator may take last day on which any such action in its sole discretion following the occurrence of a Termination EventCommercial Paper shall have been outstanding.
(cb) Notwithstanding any provisions contained anything in this Agreement to the contrary, a Conduit Purchaser shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (ito the contrary, Twin Towers shall have no obligation to pay any amount required to be paid by it hereunder or thereunder in excess of any amount available to Twin Towers after paying or making provision for the payment of its Commercial Paper. All payment obligations of Twin Towers hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper; and each of the Transferor, the Collection Agent, the Administrative Agent and the Transferees agree that they shall not have a claim under Section 101(5) such Conduit Purchaser has received funds which may be used of the Bankruptcy Code if and to make the extent that any such payment and which funds are not obligation exceeds the amount available to Twin Towers to pay such amount after paying or making provision for the payment of its Commercial Paper. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, the Transferor shall have no obligation to pay any amount required to repay such Conduit Purchaser’s Notes when due and be paid by it hereunder or thereunder in excess of any amount available to the Transferor after paying or making provision for the payment of the items set forth in Section 1.03(c)(i), (ii) after giving effect to such payment, either and the first clause of (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in fulliii). Any amount which any Conduit Purchaser does not pay pursuant to the operation All payment ------------------ ---- ----- obligations of the preceding sentence Transferor hereunder are contingent on the availability of funds in excess of the amounts necessary to pay such items; and each of the Collection Agent, the Administrative Agent, the Transferees and the Affected Persons agree that they shall not constitute have a claim (as defined in under Section 101 101(5) of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for Code if and to the extent that any such insufficiency unless and until payment obligation exceeds the amount available to the Transferor to pay such Conduit Purchaser satisfies amounts after paying or making provision for the payment thereof.
(c) The provisions of clauses (i) and (ii) above. The provision of this Section 6.5 5.05 shall survive any termination ------------ of this Agreement.
Appears in 1 contract
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOACI, the Servicer, the Administrator, the Purchaser AgentsLC Bank, the Purchasers, Purchaser Agents and the Purchasers and each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full. The provisions of this paragraph shall survive any termination of this Agreement.
(b) Each of WESCOthe Seller, ACI, the Servicer, the Purchaser AgentsAdministrator, the PurchasersLC Bank, the Purchaser Agents and the Purchasers and each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following with the occurrence prior written consent of a Termination Eventthe Majority Purchaser Agents and the LC Bank. The provisions of this paragraph shall survive any termination of this Agreement.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall notshall, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such 729565239 15494375 46 Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any a Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 1 contract
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOXxxxxx Tire, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full. The provisions of this paragraph shall survive any termination of this Agreement.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following the occurrence of a Termination Event.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 1 contract
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOPresidio, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full. The provisions of this paragraph shall survive any termination of this Agreement.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following the occurrence of a Termination Event.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 1 contract
No Proceedings; Limitation on Payments. (a) Each of the Sellerparties hereto agrees, WESCO, for the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee benefit of the Purchased Interest holders of the privately or any interest thereinpublicly placed indebtedness for borrowed money of each Conduit Lender, and each Person that enters into a commitment not, prior to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceeding, for date which is one (1) year and one (1) day after the latest maturing Note issued by payment in full of all privately or publicly placed indebtedness for borrowed money of such Conduit Purchaser is paid in fullLender outstanding, to acquiesce, petition or otherwise, directly or indirectly, invoke, or cause such Conduit Lender to invoke, the process of any court or any other governmental authority for the purpose of (i) commencing, or sustaining, a case against such Conduit Lender under any federal or state bankruptcy, insolvency or similar law (including the Bankruptcy Code), (ii) appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of such Conduit Lender, or any substantial part of its property, or (iii) ordering the winding up or liquidation of the affairs of such Conduit Lender.
(b) Each of WESCO, the Servicer, the Purchaser Agentseach Group Agent, the Purchasers, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller Borrower any Insolvency Proceeding insolvency proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence and continuance of a Termination Eventan Event of Default.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser Lender shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser Lender has received funds which may be used to make such payment and which funds are not required to repay such Conduit PurchaserLender’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser Lender could issue Notes to refinance all of its outstanding Notes and Discretionary Advances (assuming such outstanding Notes and Discretionary Advances matured at such time) in accordance with the program documents governing such Conduit PurchaserXxxxxx’s securitization program or (y) all of such Conduit PurchaserXxxxxx’s Notes and Discretionary Advances are paid in full. Any amount which any Conduit Purchaser Lender does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser Lender for any such insufficiency unless and until such Conduit Purchaser Lender satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 13.05 shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Receivables Financing Agreement (Oncor Electric Delivery Co LLC)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOeach SPV Entity, the Administrative Agent, each Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, Group Agent and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, Purchaser hereby covenants and agrees (and each other Person who acquires any interest in an Investment shall be deemed to have covenanted and agreed) with each Conduit Purchaser and with each other that, until the date that is one year plus one day after the Notes or other outstanding senior indebtedness of such Conduit Purchaser have been paid in full, it will not institute against, or join any other Person cause or participate in instituting against, any Conduit Purchaser the institution of any Insolvency Proceeding, for one year and one day after the latest maturing Note issued by Proceeding against such Conduit Purchaser is paid in fullPurchaser.
(b) Each of WESCO, the each Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, Group Agent and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, Purchaser hereby covenants and agrees that it will not institute against, or join any (and each other Person who acquires any interest in instituting againstan Investment shall be deemed to have covenanted and agreed) with each SPV Entity and with each other that, until the Seller any Insolvency Proceeding until date that is one year and plus one day after the Final Payout Date; provided, it will not institute or cause or participate in the institution of any Insolvency Proceeding against any SPV Entity. The Administrative Agent hereby covenants and agrees that, until the date that is one year plus one day after the Administrator may take Final Payout Date, it will not institute or cause or participate in the institution of any such action in its sole discretion following Insolvency Proceeding against any SPV Entity without the occurrence consent of a Termination Event.the Majority Group Agents. 742583266 14453710
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 13.05 shall survive any termination of this Agreement.
Appears in 1 contract
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOCloud Peak, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and party hereto agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or any other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the Final Payout Date; provided, provided that the Administrator may take any such action in its sole discretion following with the occurrence prior written consent of a Termination Eventthe Majority Purchaser Agents.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. .
(d) The provision provisions of this Section 6.5 shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Cloud Peak Energy Resources LLC)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOthe Administrative Agent, the Servicer, the Administratoreach Group Agent, the each Purchaser Agents, the Purchasers, and each assignee of the Purchased Interest Capital or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest Yield thereof or interests therein, hereby covenants and of any other Seller Obligations agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceeding, for one year and one day after the latest maturing Note Proceeding so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in fullshall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) Each of WESCO, the Servicer, the each Group Agent, each Purchaser Agents, the Purchasers, and each assignee of the Purchased Interest Capital or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest Yield thereof or interests thereinof any other Seller Obligations, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence and during the continuance of a Termination Eventan Event of Termination.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 14.05 shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (OUTFRONT Media Inc.)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOGreetings, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full. The provision of this Section 6.5 shall survive any termination of this Agreement.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following the occurrence of a Termination Event.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall not, and shall be under no obligation to, obligated to pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser it has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser it could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s its securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any a Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such the applicable Conduit Purchaser for any such insufficiency unless and until such the applicable Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (American Greetings Corp)
No Proceedings; Limitation on Payments. (a) Each of the Sellerparties hereto agrees, WESCO, for the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee benefit of the Purchased Interest holders of the privately or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, publicly placed indebtedness for borrowed money of any Conduit Purchaser any Insolvency ProceedingLender not, for prior to the date that is one (1) year and one (1) day after the latest maturing Note issued by payment in full of all privately or publicly placed indebtedness for borrowed money of any such Conduit Purchaser is paid in fullLender outstanding, to acquiesce, petition or otherwise, directly or indirectly, invoke, or cause any Conduit Lender to invoke an Insolvency Proceeding by or against any such Conduit Lender.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following the occurrence of a Termination Event.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser Lender shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser Lender has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s its Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser Lender could issue Notes to refinance all of its outstanding Notes and Discretionary Advances (assuming such outstanding Notes and Discretionary Advances matured at such time) in accordance with the program documents governing such Conduit PurchaserXxxxxx’s securitization program or (y) all of such Conduit Purchaser’s Notes and Discretionary Advances are paid in full. Any amount which any such Conduit Purchaser Lender does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section under § 101 of the Bankruptcy Code) Code or under any similar laws in other jurisdictions against or company obligation of such Conduit Purchaser Lender for any such insufficiency unless and until such Conduit Purchaser Lender satisfies the provisions of clauses (i) and (ii) above. The provision of this Section 6.5 shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Receivables Loan Agreement (Elanco Animal Health Inc)
No Proceedings; Limitation on Payments. (ai) Each of the Sellerparties hereto agrees, WESCOfor the benefit of the holders of the privately or publicly placed indebtedness for borrowed money of each Conduit Lender, not, prior to the date which is two (2) years and one (1) day after the payment in full of all privately or publicly placed indebtedness for borrowed money of such Conduit Lender outstanding, to acquiesce, petition or otherwise, directly or indirectly, invoke, or cause such Conduit Lender to invoke, the process of any court or any other governmental authority for the purpose of (i) commencing, or sustaining, a case against such Conduit Lender under any federal or state bankruptcy, insolvency or similar law (including the Bankruptcy Code), (ii) appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of such Conduit Lender, or any substantial part of its property, or (iii) ordering the winding up or liquidation of the affairs of such Conduit Lender.
(ii) Each of the Servicer, the Administratoreach Group Agent, the Purchaser Agents, the Purchasers, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceeding, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller Borrower any Insolvency Proceeding insolvency proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of a Termination Eventan Event of Default.
(ciii) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser Lender shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser Lender has received funds which may be used to make such payment and which funds are not required to repay such Conduit PurchaserLender’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser Lender could issue Notes to refinance all of its outstanding Notes and Discretionary Advances (assuming such outstanding Notes and Discretionary Advances matured at such time) in accordance with the program documents governing such Conduit PurchaserXxxxxx’s securitization program or (y) all of such Conduit PurchaserXxxxxx’s Notes and Discretionary Advances are paid in full. Any amount which any Conduit Purchaser Lender does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser Lender for any such insufficiency unless and until such Conduit Purchaser Lender satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 13.05 shall survive any termination of this Agreement.
Appears in 1 contract
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOthe Administrative Agent, the Servicer, the Administratoreach Group Agent, the Purchaser Agentseach Purchaser, the Purchasers, each LC Participant and each assignee of the Purchased Interest Capital or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest Yield thereof or interests therein, hereby covenants and of any other Seller Obligations agrees that it will not institute against, or join any other Person in 748740795 18564151 instituting against, any Conduit Purchaser any Insolvency Proceeding, for one year and one day after the latest maturing Note Proceeding so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in fullshall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) Each of WESCO, the Servicer, the each Group Agent, each Purchaser Agents, the Purchasers, and each assignee of the Purchased Interest Capital or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest Yield thereof or interests thereinof any other Seller Obligations, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of a Termination Eventan Event of Termination.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 15.05 shall survive any termination of this Agreement.
Appears in 1 contract
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCO, the Servicer, the Administrator, the Purchaser AgentsLC Bank, the Purchasers, Purchaser Agents and the Purchasers and each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full. The provisions of this paragraph shall survive any termination of this Agreement.
(b) Each of WESCO, the Servicer, the Purchaser AgentsAdministrator, the PurchasersLC Bank, the Purchaser Agents and the Purchasers and each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following with the occurrence prior written consent of a Termination Eventthe Majority Purchaser Agents and the LC Bank. The provisions of this paragraph shall survive any termination of this Agreement.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall notshall, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any a Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.. 701648899 12403015
Appears in 1 contract
No Proceedings; Limitation on Payments. (a) Each of the SellerBorrower, WESCOCB, the each Servicer, the Administrator, the Purchaser LC Bank, the Group Agents, the PurchasersLenders, each assignee of the Purchased Interest Loan or any interest therein, and each Person that enters into a commitment to purchase fund the Purchased Interest Loans or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser Lender any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one (1) day after the latest maturing Note issued by such Conduit Purchaser Lender is paid in full. The provisions of this paragraph shall survive any termination of this Agreement.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following the occurrence of a Termination Event.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser Lender shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser Lender has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser Lender could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit PurchaserXxxxxx’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any such Conduit Purchaser Lender does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser Lender for any such insufficiency unless and until such Conduit Purchaser Lender satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Receivables Financing Agreement (Cincinnati Bell Inc)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOAxxxxxxxx, the Servicer, the Administrator, the Purchaser AgentsAdministrative Agent, the Purchasers, each assignee of the Purchased Purchaser’s Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Purchaser’s Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceeding, for one year and one day after the date the latest maturing Note issued by such Conduit Purchaser is paid in full. The provisions of this Section 6.5(a) shall survive any termination of this Agreement.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following the occurrence of a Termination Event.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a the Conduit Purchaser shall not, and shall not be under no obligation to, obligated to pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such the Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such the Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such the Conduit Purchaser’s securitization commercial paper program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) aboveabove are satisfied. Any and all claims against the Conduit Purchaser under this Agreement shall be subordinate to the claims of the holders of the Notes or the Conduit Purchaser’s other obligations with respect to its commercial paper program. The provision provisions of this Section 6.5 6.5(b) shall survive any termination of this Agreement.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, the Company shall not, and shall not be obligated to, use any funds to pay any amount pursuant to this Agreement or any other Transaction Document unless the Company has received funds that may be used to make such payment. Any amount that the Company does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in §101 of the Bankruptcy Code) against or company obligation of the Seller for any such insufficiency unless and until the provisions of the foregoing sentence are satisfied The provisions of this Section 6.5(c) shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Armstrong World Industries Inc)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOBPI, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser the Purchasers is paid in full. The provision of this Section 6.5 shall survive any termination of this Agreement.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following the occurrence of a Termination Event.
(c) Notwithstanding any provisions contained in this Agreement or any other Transaction Documents to the contrary, a each Conduit Purchaser shall not, and shall not be under no obligation obligated to, pay any amount, if any, payable by it amount pursuant to this Agreement or any other Transaction Document Documents unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company corporate obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision of this Section 6.5 shall survive any termination of this Agreement.
Appears in 1 contract
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOTransferor, the ServicerAdministrative Agent, the Administrator, the Purchaser Agents, the PurchasersCollection Agent, each assignee of the Purchased Interest or any interest therein, Class Agent and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, Class Investor hereby covenants and agrees (and each other Person who acquires any interest in a Loan shall be deemed to have covenanted and agreed) with each Class Conduit and with each other that, until the date that is one (1) year plus one day after the Commercial Paper or other outstanding senior indebtedness of such Class Conduit have been paid in full, it will not institute against, or join cause or participate in the institution of any other Person in instituting against, any Conduit Purchaser any Insolvency Proceeding, for one year and one day after the latest maturing Note issued by Event of Bankruptcy against such Conduit Purchaser is paid in fullClass Conduit.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the PurchasersCollection Agent, each assignee of Class Agent (other than the Purchased Interest or any interest therein, Administrative Agent) and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, Class Investor hereby covenants and agrees that it will not institute against, or join any (and each other Person who acquires any interest in instituting againsta Loan shall be deemed to have covenanted and agreed) with the Transferor and with each other that, until the Seller any Insolvency Proceeding until date that is one (1) year and plus one day after the Final Payout Date; provided, it will not institute or cause or participate in the institution of any Event of Bankruptcy against the Transferor. The Administrative Agent hereby covenants and agrees that, until the date that is one (1) year plus one day after the Administrator may take Final Payout Date, it will not institute or cause or participate in the institution of any such action in its sole discretion following Event of Bankruptcy against the occurrence Transferor without the consent of a Termination Eventthe Majority Class Agents.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Class Conduit Purchaser shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Class Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes Class Conduit's Commercial Paper when due and (ii) after giving effect to such payment, either (x) such Class Conduit Purchaser could issue Notes Commercial Paper to refinance all of its outstanding Notes Commercial Paper (assuming such outstanding Notes Commercial Paper matured at such time) in accordance with the program documents governing such Conduit Purchaser’s Class Conduit's securitization program or (y) all of such Conduit Purchaser’s Notes are Class Conduit's Commercial Paper is paid in full. Any amount which any Class Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Class Conduit Purchaser for any such insufficiency unless and until such Class Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. Nothing in this Section 13.04 shall limit or subordinate the right of the Transferor to receive or make a claim for the remaining balance of any Collections in accordance with Section 3.01(b). The provision provisions of this Section 6.5 13.04 shall survive any assignment or termination of this Agreement.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Tech Data Corp)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCO, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and The Seller agrees that so long as any CP Notes of a Conduit Purchaser shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any CP Notes of such Conduit Purchaser shall have been outstanding, it will shall not institute againstfile, or join in the filing of, a petition against a Conduit Purchaser, the Master Trust or the Issuer under the Federal Bankruptcy Code, or join in the commencement of any bankruptcy, reorganization, arrangement, insolvency, liquidation or other Person in instituting againstsimilar proceeding against a Conduit Purchaser, any Conduit Purchaser any Insolvency Proceeding, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in fullMaster Trust or the Issuer.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and severally agrees that it will shall not institute againstat any time file, or join any other Person in instituting againstthe filing of, a petition against the Seller, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator may take any such action Master Trust Trustee (solely in its sole discretion following capacity as acting as such for the occurrence Master Trust), the Indenture Trustee (solely in its capacity as acting as such for the Issuer), the Issuer or the Master Trust under the Federal Bankruptcy Code, or join in the commencement of a Termination Eventany bankruptcy, reorganization, arrangement, insolvency, liquidation or other similar proceeding against the Seller, the Master Trust Trustee (solely in its capacity as acting as such for the Master Trust), the Indenture Trustee (solely in its capacity as acting as such for the Issuer), the Issuer or the Master Trust.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall notshall, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document the transactions contemplated hereby unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s CP Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue CP Notes to refinance all of its outstanding CP Notes (assuming such outstanding CP Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all CP Notes of such Conduit Purchaser’s Notes Purchaser are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Federal Bankruptcy Code) against or company corporate obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision of this Section 6.5 shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Note Purchase Agreement (Navistar Financial Dealer Note Master Owner Trust)
No Proceedings; Limitation on Payments. (a) Each of the SellerServicer, WESCOBorrower, the Administrative Agent, the Servicer, the Administratoreach Group Agent, the Purchaser Agents, the Purchasers, each Lender and each assignee of the Purchased Interest Capital or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest thereof or interests therein, hereby covenants and of any other Borrower Obligations agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser Lender any Insolvency Proceeding, for one year and one day after the latest maturing Note Proceeding so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in fullLender shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) Each of WESCO, the Servicer, the Purchaser Agentseach Group Agent, the Purchasers, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller Borrower any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of a Termination Eventan Event of Default.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser Lender shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser Lender has received funds which may be used to make such payment and which funds are not required to repay such Conduit PurchaserLender’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser Lender could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit PurchaserLender’s securitization program or (y) all of such Conduit PurchaserLender’s Notes are paid in full. Any amount which any Conduit Purchaser Lender does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser Lender for any such insufficiency unless and until such Conduit Purchaser Lender satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 14.05 shall survive any termination of this Agreement.
Appears in 1 contract
No Proceedings; Limitation on Payments. 100
(a) Each of the SellerBorrower, WESCOthe Administrative Agent, the Servicer, the Administratoreach Group Agent, the Purchaser AgentsLC Bank, the Purchaserseach LC Participant, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser Lender any Insolvency Proceeding, for one year and one day after the latest maturing Note Proceeding so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in fullLender shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) Each of WESCO, the Servicer, the Purchaser Agentseach Group Agent, the Purchasers, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller Borrower any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of a Termination Eventan Event of Default.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser Lender shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser Lender has received funds which may be used to make such payment and which funds are not required to repay such Conduit PurchaserLender’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser Lender could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit PurchaserLender’s securitization program or (y) all of such Conduit PurchaserLender’s Notes are paid in full. Any amount which any Conduit Purchaser Lender does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser Lender for any such insufficiency unless and until such Conduit Purchaser Lender satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 14.05 shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Receivables Financing Agreement (Foresight Energy LP)
No Proceedings; Limitation on Payments. (a) Each of the SellerBorrower, WESCOthe Administrative Agent, the Servicer, the Administratoreach Group Agent, the Purchaser Agents, the Purchasers, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser Lender any Insolvency Proceeding, for one year and one day after the latest maturing Note Proceeding so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in fullLender shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) Each of WESCO, the Servicer, the Purchaser Agentseach Group Agent, the PurchasersLC Bank, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller Borrower any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of a Termination Eventan Event of Default.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser Lender shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser Lender has received funds which may be used to make such payment and which funds are not required to repay such Conduit PurchaserLender’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser Lender could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit PurchaserLender’s securitization program or (y) all of such Conduit PurchaserXxxxxx’s Notes are paid in full. Any amount which any Conduit Purchaser Lender does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser Lender for any such insufficiency unless and until such Conduit Purchaser Lender satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 14.05 shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Receivables Financing Agreement (DCP Midstream, LP)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCO, the Servicer, the AdministratorAgent, the Purchaser Agents, the Purchasers, the Backup Servicer, each assignee of the Purchased Interest a Participation or any interest therein, and each Person that which enters into a commitment to purchase the Purchased Interest or does purchase a Participation or interests therein, therein hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser Note Issuer any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by any such Conduit Purchaser Note Issuer is paid in full.
(b) Notwithstanding any provisions contained in this Agreement to the contrary, no Note Issuer shall, nor shall it be obligated to, pay any amount pursuant to this Agreement unless such Note Issuer has excess cash flow from operations or has received funds with respect to such obligation which may be used to make such payment and which funds or excess cash flow are not required to repay its Notes when due. Any amounts which a Note Issuer does not pay pursuant to the operation of the preceding sentence shall not constitute a claim against such Note Issuer for any such insufficiency unless and until the condition described in the preceding sentence is satisfied. 722297046 96333265 I\14053553.1 Nothing in this subsection (b) shall be construed to forgive or cancel any obligations of such Note Issuer hereunder.
(c) Each of WESCOthe Servicer, the ServicerAgent, the Purchaser Agents, the Purchasers, the Backup Servicer, each assignee of the Purchased Interest a Participation or any interest therein, and each Person that which enters into a commitment to purchase the Purchased Interest or does purchase a Participation or interests therein, therein hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after all amounts payable by the Final Payout Date; provided, that the Administrator may take any such action Seller hereunder are paid in its sole discretion following the occurrence of a Termination Eventfull.
(cd) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser the Seller shall not, and shall not be under no obligation to, obligated to pay any amount, if any, payable by it amount pursuant to this Agreement unless the Seller has property or any other Transaction Document unless (i) such Conduit Purchaser has received funds assets which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount amounts which any Conduit Purchaser the Seller does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of against the Bankruptcy Code) against or company obligation of such Conduit Purchaser Seller for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions conditions described in the preceding sentence are satisfied. Nothing in this subsection (d) shall be construed to forgive or cancel any obligations of clauses (i) and (ii) above. The provision of this Section 6.5 shall survive any termination of this Agreementthe Seller hereunder.
Appears in 1 contract
Samples: Receivables Purchase Agreement (KAR Auction Services, Inc.)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOYork, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full. The provisions of this Section 6.5(a) shall survive any termination of this Agreement.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following the occurrence of a Termination Event.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s 's securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section Section. 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 6.5(b) shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (York International Corp /De/)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOthe Administrative Agent, the Servicer, the Administratoreach Group Agent, the each Purchaser Agents, the Purchasers, and each assignee of the Purchased Interest Capital or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest Yield thereof or interests therein, hereby covenants and of any other Seller Obligations agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceeding, for one year and one day after the latest maturing Note Proceeding so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in full.Purchaser
(b) Each of WESCO, the Servicer, the each Group Agent, each Purchaser Agents, the Purchasers, and each assignee of the Purchased Interest Capital or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest Yield thereof or interests thereinof any other Seller Obligations, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of an Event of Termination. Notwithstanding the foregoing and without limiting any of the rights of the Administrative Agent and the Purchasers set forth in Article X (including, without limitation, the rights of foreclosure and liquidation of the Sold Assets and Seller Collateral and all proceeds thereof, the right to declare the Termination Date and the right to declare the Seller Obligation Final Due Date to have occurred), if any amounts due on the Seller Obligation Final Due Date or on the date on which the Administrative Agent declares the Aggregate Capital and all other Seller Obligations to be immediately due and payable pursuant to Section 10.01 cannot be fully satisfied from funds from the Sold Assets and Seller Collateral, such deficiency shall not constitute a Termination Eventclaim (as defined in Section 101 of the Bankruptcy Code) against the Seller.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 14.05 shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Warner Bros. Discovery, Inc.)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOthe Administrative Agent, the Servicer, the Administratoreach Group Agent, the each Purchaser Agents, the Purchasers, and each assignee of the Purchased Interest Capital or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest Yield thereof or interests therein, hereby covenants and of any other Seller Obligations agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceeding, for one year and one day after the latest maturing Note Event of Bankruptcy so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in fullshall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) Each of WESCO, the Servicer, the each Group Agent, each Purchaser Agents, the Purchasers, and each assignee of the Purchased Interest Capital or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest Yield thereof or interests thereinof any other Seller Obligations, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding Event of Bankruptcy until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence and continuance of a Termination Eventan Event of Termination.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 14.05 shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Newell Brands Inc.)
No Proceedings; Limitation on Payments. (a) Each of the SellerServicer, WESCOBorrower, the Administrative Agent, the Servicer, the Administratoreach Group Agent, the Purchaser Agents, the Purchasers, each Lender and each assignee of the Purchased Interest Capital or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest thereof or interests therein, hereby covenants and of any other Borrower Obligations agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser Lender any Insolvency Proceeding, for one year and one day after the latest maturing Note Proceeding so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in fullLender shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) Each of WESCO, the Servicer, the Purchaser Agentseach Group Agent, the Purchasers, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller Borrower any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of a Termination Eventan Event of Default.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser Lender shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser Lender has received funds which may be used to make such payment and which funds are not required to repay such Conduit PurchaserLender’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser Lender could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit PurchaserLender’s securitization program or (y) all of such Conduit PurchaserXxxxxx’s Notes are paid in full. Any amount which any Conduit Purchaser Lender does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser Lender for any such insufficiency unless and until such Conduit Purchaser Lender satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 14.05 shall survive any termination of this Agreement.
Appears in 1 contract
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOthe Administrative Agent, the Servicer, the Administratoreach Group Agent, the each Purchaser Agents, the Purchasers, and each assignee of the Purchased Interest Capital or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest Yield thereof or interests therein, hereby covenants and of any other Seller Obligations agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceeding, for one year and one day after the latest maturing Note Proceeding so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in fullshall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) Each of WESCO, the Servicer, the each Group Agent, each Purchaser Agents, the Purchasers, and each assignee of the Purchased Interest Capital or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest Yield thereof or interests thereinof any other Seller Obligations, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of a an Event of Termination. Notwithstanding the foregoing and without limiting any of the rights of the Administrative Agent and the Purchasers set forth in Article X (including, without limitation, the rights of foreclosure and liquidation of the Sold Assets and Seller Collateral and all proceeds thereof, the right to declare the Termination Event.
(c) Notwithstanding any provisions contained in this Agreement Date and the right to declare the contrary, a Conduit Purchaser shall not, and shall be under no obligation to, pay any amountSeller Obligation Final Due Date to have occurred), if any, any amounts due on the Seller Obligation Final Due Date or on the date on which the Administrative Agent declares the Aggregate Capital and all other Seller Obligations to be immediately due and payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may Section 10.01 cannot be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision of this Section 6.5 shall survive any termination of this Agreement.fully satisfied
Appears in 1 contract
Samples: Receivables Purchase Agreement (Warner Bros. Discovery, Inc.)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOSellers, the ServicerServicers, the Administrator, the Purchaser Agents, the PurchasersAgent, each assignee of the Purchased Interest Assets, the Pool Assets or the Capital or any interest therein, and each Person that which enters into a commitment to purchase the Purchased Interest make purchases, Investments or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceeding, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests thereinReinvestments hereunder, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller Purchaser or any Insolvency Proceeding until other CP Note Issuer, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the Final Payout Date; provided, that latest maturing CP Note issued by the Administrator may take Purchaser or any such action CP Note Issuer is paid in its sole discretion following the occurrence of a Termination Eventfull.
(cb) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit the Purchaser shall not, and shall not be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit the Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the CP Notes when due and (ii) after giving effect to such payment, either (x) such Conduit the Purchaser could issue CP Notes to refinance all of its outstanding CP Notes (assuming such outstanding CP Notes matured at such time) in accordance with the program documents governing such Conduit the Purchaser’s securitization program or (y) all of such Conduit Purchaser’s CP Notes are paid in full. Any amount which any Conduit the Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company corporate obligation of such Conduit the Purchaser for any such insufficiency unless and until such Conduit the Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision of this Section 6.5 shall survive any termination of this Agreement.
Appears in 1 contract
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOPatriot, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Uncommitted Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the date the latest maturing Note issued by such Conduit Uncommitted Purchaser is paid in full. The provisions of this paragraph shall survive any termination of this Agreement.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following the occurrence of a Termination Event.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit no Uncommitted Purchaser shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Uncommitted Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Uncommitted Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Uncommitted Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any Conduit such Uncommitted Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Uncommitted Purchaser for any such insufficiency unless and until such Conduit Uncommitted Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 1 contract
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOthe Administrative Agent, the Servicer, the Administratoreach Group Agent, the each Purchaser Agents, the Purchasers, and each assignee of the Purchased Interest Capital or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest Yield thereof or interests therein, hereby covenants and of any other Seller Obligations agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceeding, for one year and one day after the latest maturing Note Proceeding so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in fullshall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) Each of WESCO, the Servicer, the each Group Agent, each Purchaser Agents, the Purchasers, and each assignee of the Purchased Interest Capital or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest Yield thereof or interests thereinof any other Seller Obligations, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of a Termination Eventan Event of Termination.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 14.05 shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Synchronoss Technologies Inc)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOVWR, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full.
(b) . The provisions of this paragraph shall survive any termination of this Agreement. Each of WESCO, the Servicer, the Purchaser Agents, the Purchasersparty hereto, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or any other proceeding under any federal or state bankruptcy or similar law, for one year and one day after which all other indebtedness and other obligations of the Final Payout DateSeller hereunder and under each other Transaction Document shall have been paid in full; provided, provided that the Administrator may take any such action in its sole discretion following with the occurrence prior written consent of a Termination Eventthe Majority Purchaser Agents and the LC Bank.
(cb) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above; provided, however, that if any Conduit Purchaser is unable to pay its full portion of the Purchase Price for any Purchased Interest, such Conduit Purchaser’s Related Committed Purchasers shall make that portion of the applicable Purchase. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 1 contract
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCO, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and The Seller agrees that so long as any Notes of a Conduit Purchaser shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any Notes of such Conduit Purchaser shall have been outstanding, it will shall not institute againstfile, or join any other Person in instituting againstthe filing of, any a petition against a Conduit Purchaser or the Master Trust under the Federal Bankruptcy Code, or join in the commencement of any Insolvency Proceedingbankruptcy, for one year and one day after the latest maturing Note issued by such reorganization, arrangement, insolvency, liquidation or other similar proceeding against a Conduit Purchaser is paid in fullor the Master Trust.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and severally agrees that it will shall not institute againstat any time file, or join any other Person in instituting againstthe filing of, a petition against the Seller, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator may take any such action Master Trust Trustee (solely in its sole discretion following capacity as acting as such for the occurrence Master Trust) or the Master Trust under the Federal Bankruptcy Code, or join in the commencement of a Termination Eventany bankruptcy, reorganization, arrangement, insolvency, liquidation or other similar proceeding against the Seller, the Master Trust Trustee (solely in its capacity as acting as such for the Master Trust) or the Master Trust.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall notshall, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document the transaction contemplated hereby unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all Notes of such Conduit Purchaser’s Notes Purchaser are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision of this Section 6.5 shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Certificate Purchase Agreement (Navistar Financial Corp)
No Proceedings; Limitation on Payments. (a) Each of the Sellerparties hereto agrees, WESCO, for the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee benefit of the Purchased Interest holders of the privately or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, publicly placed indebtedness for borrowed money of (i) any Conduit Purchaser any Insolvency Proceeding(other than the Regency Conduit Purchaser), for not, prior to the date that is one (1) year and one (1) day after the latest maturing Note issued by payment in full of all privately or publicly placed indebtedness for borrowed money of any such Conduit Purchaser outstanding, to acquiesce, petition or otherwise, directly or indirectly, invoke, or cause any Conduit Purchaser to invoke an Insolvency Proceeding by or against any such Conduit Purchaser and (ii) the Regency Conduit Purchaser, not, prior to the date which is paid two (2) years and one (1) day after the payment in fullfull of all privately or publicly placed indebtedness for borrowed money of the Regency Conduit Purchaser outstanding, to (x) acquiesce, petition or otherwise, directly or indirectly, invoke, or cause any Conduit Purchaser to invoke an Insolvency Proceeding by or against the Regency Conduit Purchaser or (y) have any right to take any steps for the purpose of obtaining payments of any amounts payable to it under this Agreement by the Regency Conduit Purchaser. The provisions of this clause (a) shall survive the termination of this Agreement.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following the occurrence of a Termination Event.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s its Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes and Discretionary Advances (assuming such outstanding Notes and Discretionary Advances matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes and Discretionary Advances are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section under § 101 of the Bankruptcy Code) Code or under any similar laws in other jurisdictions against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 clause (b) shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Omnibus Amendment (Ingram Micro Inc)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOthe Administrative Agent, the Servicer, the Administratoreach Group Agent, the each Purchaser Agents, the Purchasers, and each assignee of the Purchased Interest Capital or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest Yield thereof or interests therein, hereby covenants and of any other Seller Obligations agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceeding, for one year and one day after the latest maturing Note Proceeding so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in fullshall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) Each of WESCO, the Servicer, the each Group Agent, each Purchaser Agents, the Purchasers, and each assignee of the Purchased Interest Capital or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest Yield thereof or interests thereinof any other Seller Obligations, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of a an Event of Termination or Non-Reinvestment Event.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of 751200428 16518096 such Conduit Purchaser’s Notes are paid in full. Any amount which any Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 14.05 shall survive any termination of this Agreement.
Appears in 1 contract
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOTriumph, the Servicer, the Administrator, the LC Bank, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full.
(b) . The provisions of this paragraph shall survive any termination of this Agreement. Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and party hereto agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any federal or state bankruptcy or similar law, for one year and one day after which all indebtedness and other obligations of the Final Payout DateSeller hereunder and under each other Transaction Document shall have been paid in full; providedprovided that, that if a Termination Event has occurred and is continuing, the Administrator may take any such action in its sole discretion following with the occurrence prior written consent of a Termination Eventthe Majority Purchaser Agents and the LC Bank.
(cb) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 1 contract
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOTransferor, the ServicerAdministrative Agent, the Administrator, the Purchaser Agents, the PurchasersCollection Agent, each assignee of the Purchased Interest or any interest therein, Class Agent and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, Class Investor hereby covenants and agrees (and each other Person who acquires any interest in a Loan shall be deemed to have covenanted and agreed) with each Class Conduit and with each other that, until the date that is one (1) year plus one day after the Commercial Paper or other outstanding senior indebtedness of such Class Conduit have been paid in full, it will not institute against, or join cause or participate in the institution of any other Person in instituting against, any Conduit Purchaser any Insolvency Proceeding, for one year and one day after the latest maturing Note issued by Event of Bankruptcy against such Conduit Purchaser is paid in fullClass Conduit.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the PurchasersCollection Agent, each assignee of Class Agent (other than the Purchased Interest or any interest therein, Administrative Agent) and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, Class Investor hereby covenants and agrees that it will not institute against, or join any (and each other Person who acquires any interest in instituting againsta Loan shall be deemed to have covenanted and agreed) with the Transferor and with each other that, until the Seller any Insolvency Proceeding until date that is one (1) year and plus one day after the Final Payout Date; provided, it will not institute or cause or participate in the institution of any Event of Bankruptcy against the Transferor. The Administrative Agent hereby covenants and agrees that, until the date that is one (1) year plus one day after the Administrator may take Final Payout Date, it will not institute or cause or participate in the institution of any such action in its sole discretion following Event of Bankruptcy against the occurrence Transferor without the consent of a Termination Event.the Majority Class Agents. 98 70 Redline 93
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Class Conduit Purchaser shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Class Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes Class Conduit's Commercial Paper when due and (ii) after giving effect to such payment, either (x) such Class Conduit Purchaser could issue Notes Commercial Paper to refinance all of its outstanding Notes Commercial Paper (assuming such outstanding Notes Commercial Paper matured at such time) in accordance with the program documents governing such Conduit Purchaser’s Class Conduit's securitization program or (y) all of such Conduit Purchaser’s Notes are Class Conduit's Commercial Paper is paid in full. Any amount which any Class Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Class Conduit Purchaser for any such insufficiency unless and until such Class Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. Nothing in this Section 13.04 shall limit or subordinate the right of the Transferor to receive or make a claim for the remaining balance of any Collections in accordance with Section 3.01(b ). The provision provisions of this Section 6.5 13.04 shall survive any assignment or termination of this Agreement.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Tech Data Corp)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOCB, the Servicer, the Administrator, the LC Bank, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full. The provisions of this paragraph shall survive any termination of this Agreement.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following the occurrence of a Termination Event.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s 's securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Cincinnati Bell Inc)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOANR, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full.
(b) . The provisions of this paragraph shall survive any termination of this Agreement. Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and party hereto agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or any other proceeding under any federal or state bankruptcy or similar law, for one year and one day after which all other indebtedness and other obligations of the Final Payout DateSeller hereunder and under each other Transaction Document shall have been paid in full; provided, provided that the Administrator may take any such action in its sole discretion following with the occurrence prior written consent of a Termination Eventthe Majority Purchaser Agents and the LC Bank.
(cb) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Alpha Natural Resources, Inc.)
No Proceedings; Limitation on Payments. (a) Each of the SellerBorrower, WESCOthe Administrative Agent, the Servicer, the Administratoreach Group Agent, the Purchaser Agents, the Purchasers, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser Lender any Insolvency Proceeding, for one year and one day after the latest maturing Note Proceeding so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in fullLender shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) Each of WESCO, the Servicer, the Purchaser Agentseach Group Agent, the Purchasers, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller Borrower any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of a Termination Eventan Event of Default.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser Lender shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser Lender has received funds which may be used to make such payment and which funds are not required to repay such Conduit PurchaserLender’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser Lender could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit PurchaserLender’s securitization program or (y) all of such Conduit PurchaserLender’s Notes are paid in full. Any amount which any Conduit Purchaser Lender does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser Lender for any such insufficiency unless and until such Conduit Purchaser Lender satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 14.05 shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Receivables Financing Agreement (Zebra Technologies Corp)
No Proceedings; Limitation on Payments. (a) i. Each of the SellerBorrower, WESCOthe Administrative Agent, the Servicer, the Administratoreach Group Agent, the Purchaser Agents, the Purchasers, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser Lender any Insolvency Proceeding, for one year and one day after the latest maturing Note Proceeding so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in fullLender shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) ii. Each of WESCO, the Servicer, the Purchaser Agentseach Group Agent, the Purchasers, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller Borrower any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of a Termination Eventan Event of Default.
(c) iii. Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser Lender shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser Lender has received funds which may be used to make such payment and which funds are not required to repay such Conduit PurchaserLender’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser Lender could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit PurchaserLender’s securitization program or (y) all of such Conduit PurchaserXxxxxx’s Notes are paid in full. Any amount which any Conduit Purchaser Lender does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser Lender for any such insufficiency unless and until such Conduit Purchaser Lender satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 13.05 shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Receivables Financing Agreement (Integra Lifesciences Holdings Corp)
No Proceedings; Limitation on Payments. (a) Each of the SellerBorrower, WESCOthe Administrative Agent, the Servicer, the Administratoreach Group Agent, the Purchaser AgentsLC Bank, the Purchaserseach LC Participant, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser Lender any Insolvency Proceeding, for one year and one day after the latest maturing Note Proceeding so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in fullLender shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) Each of WESCO, the Servicer, the Purchaser Agentseach Group Agent, the Purchasers, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller Borrower any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of a Termination Eventan Event of Default.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser Lender shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser Lender has received funds which may be used to make such payment and which funds are not required to repay such Conduit PurchaserLender’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser Lender could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit PurchaserLender’s securitization program or (y) all of such Conduit PurchaserLender’s Notes are paid in full. Any amount which any Conduit Purchaser Lender does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser Lender for any such insufficiency unless and until such Conduit Purchaser Lender satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 14.05 shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Receivables Financing Agreement (Foresight Energy LP)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOthe Administrative Agent, the Servicer, the Administratoreach Group Agent, the each Purchaser Agents, the Purchasers, and each assignee of the Purchased Interest Capital or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest Yield thereof or interests therein, hereby covenants and of any other Seller Obligations agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceeding, for one year and one day after the latest maturing Note Proceeding so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in fullshall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) Each of WESCO, the Servicer, the each Group Agent, each Purchaser Agents, the Purchasers, and each assignee of the Purchased Interest Capital or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest Yield thereof or interests thereinof any other Seller Obligations, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller or the Pledgor any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of an Event of Termination. Notwithstanding the foregoing and without limiting any of the rights of the Administrative Agent and the Purchasers set forth in Article X (including, without limitation, the rights of foreclosure and liquidation of the Sold Assets and Seller Collateral and all proceeds thereof, the right to declare the Termination Date and the right to declare the Seller Obligation Final Due Date to have occurred), if any amounts due on the Seller Obligation Final Due Date or on the date on which the Administrative Agent declares the Aggregate Capital and all other Seller Obligations to be immediately due and payable pursuant to Section 10.01 cannot be fully satisfied from funds from the Sold Assets and Seller Collateral, such deficiency shall not constitute a Termination Eventclaim (as defined in Section 101 of the Bankruptcy Code) against the Seller.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 14.05 shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Warner Bros. Discovery, Inc.)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOthe Parent, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full.. The provisions of this paragraph shall survive any termination of this
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following the occurrence of a Termination Event.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above; provided, however, that if any Conduit Purchaser is unable to pay its full portion of the Purchase Price for any Purchased Interest, such Conduit Purchaser’s Related Committed Purchasers shall make that portion of the applicable Purchase. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 1 contract
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOthe Administrative Agent, the Servicer, the Administratoreach Group Agent, the each Purchaser Agents, the Purchasers, and each assignee of the Purchased Interest Capital or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest Yield thereof or interests therein, hereby covenants and of any other Seller Obligations agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceeding, for one year and one day after the latest maturing Note Proceeding so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in fullshall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) Each of WESCO, the Servicer, the each Group Agent, each Purchaser Agents, the Purchasers, and each assignee of the Purchased Interest Capital or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest Yield thereof or interests thereinof any other Seller Obligations, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of a an Event of Termination or Non-Reinvestment Event.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 14.05 shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Computer Sciences Corp)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCO, the Servicer, the Administrator, the Purchaser AgentsLC Bank, the Purchasers, Purchaser Agents and the Purchasers and each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full. The provisions of this paragraph shall survive any termination of this Agreement.
(b) Each of WESCO, the Servicer, the Purchaser AgentsAdministrator, the PurchasersLC Bank, the Purchaser Agents and the Purchasers and each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after all indebtedness and other obligations of the Final Payout DateSeller hereunder and under each other Transaction Document shall have been paid in full; provided, that the Administrator may take any such action in its sole discretion following with the occurrence prior written consent of a Termination Eventthe Majority Purchaser Agents and the LC Bank. The provisions of this paragraph shall survive any termination of this Agreement.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall notshall, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any a Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 1 contract
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOStrategic Energy, the Servicer, the Administrator, the LC Bank, each LC Participant, each other Purchaser, each Purchaser Agents, the Purchasers, Agent and each assignee of the any Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser or Purchaser Agent any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such all Conduit Purchaser Purchasers is paid in full.
(b) . Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and party hereto agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after which all other indebtedness and other obligations of the Final Payout DateSeller hereunder and under each other Transaction Document shall have been paid in full; provided, however, that the Administrator may take any such action in its sole discretion following with the occurrence prior written consent of a Termination Eventthe Majority Purchaser Agents and the LC Bank.
(cb) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall not, and shall pay or be under no obligation to, obligated to pay any amount, if any, amount payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s its Notes are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Kansas City Power & Light Co)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOCxxxxx Tire, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full. The provisions of this paragraph shall survive any termination of this Agreement.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following the occurrence of a Termination Event.
(ca) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Cooper Tire & Rubber Co)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCORoyal, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceeding, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller Issuer any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the Final Payout Date; provided, that latest maturing Note issued by the Administrator may take Issuer is paid in full. The provision of this SECTION 5.5(a) shall survive any such action in its sole discretion following the occurrence termination of a Termination Eventthis Agreement.
(cb) Notwithstanding any provisions contained in this Agreement or any other Transaction Documents to the contrary, a Conduit Purchaser the Issuer shall not, and shall not be under no obligation obligated to, pay any amount, if any, payable by it amount pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser the Issuer has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser the Issuer could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s the Issuer's securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any Conduit Purchaser the Issuer does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 ss.101 of the Bankruptcy Code) against or company corporate obligation of such Conduit Purchaser the Issuer for any such insufficiency unless and until such Conduit Purchaser the Issuer satisfies the provisions of clauses CLAUSES (i) and (ii) above. The provision provisions of this Section 6.5 SECTION 5.5(b) shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Royal Appliance Manufacturing Co)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOCB, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full. The provisions of this paragraph shall survive any termination of this Agreement.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following the occurrence of a Termination Event.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Cincinnati Bell Inc)
No Proceedings; Limitation on Payments. (a) Each of the SellerServicer, WESCOBorrower, the Administrative Agent, the Servicer, the Administratoreach Group Agent, the Purchaser Agents, the Purchasers, each Lender and each assignee of the Purchased Interest Capital or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest thereof or interests therein, hereby covenants and of any other Borrower Obligations agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser Lender any Insolvency Proceeding, for one year and one day after the latest maturing Note Proceeding so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in fullLender shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) Each of WESCO, the Servicer, the Purchaser Agentseach Group Agent, the Purchasers, each Lender and each assignee of the Purchased Interest a Loan or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller Borrower any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of a Termination Eventan Event of Default.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser Lender shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser Lender has received funds which may be used to make such payment and which funds are not required to repay such Conduit PurchaserLender’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision of this Section 6.5 shall survive any termination of this Agreement.either
Appears in 1 contract
No Proceedings; Limitation on Payments. (a) Each of the Sellerparties hereto agrees, WESCO, for the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee benefit of the Purchased Interest holders of the privately or publicly placed indebtedness for borrowed money of any interest thereinConduit Purchaser, not, prior to the date which is one (1) year and each Person that enters into a commitment to purchase one
(1) day after the Purchased Interest payment in full of all privately or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, publicly placed indebtedness for borrowed money of any Conduit Purchaser outstanding, to acquiesce, petition or otherwise, directly or indirectly, invoke, or cause any Insolvency Proceeding, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in fullto invoke an Insolvency Proceeding by or against any Conduit Purchaser. The provisions of this clause (a) shall survive the termination of this Agreement.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following the occurrence of a Termination Event.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a no Conduit Purchaser shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s its Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes and Discretionary Advances (assuming such outstanding Notes and Discretionary Advances matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes and Discretionary Advances are paid in full. Any amount which any such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 clause (b) shall survive any termination of this Agreement.
Appears in 1 contract
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCO, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest Participation or any interest therein, and each Person that which enters into a commitment to purchase the Purchased Interest Participation or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser Note Issuer (including any Insolvency ProceedingUncommitted Purchaser), any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by any such Conduit Purchaser Note Issuer is paid in full. The provisions of this paragraph shall survive any termination of this Agreement.
(b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following the occurrence of a Termination Event.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit no Uncommitted Purchaser shall not, and or shall be under no obligation obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Uncommitted Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Uncommitted Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Uncommitted Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any Conduit such Uncommitted Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section §101 of the Bankruptcy Code) against or company obligation of such Conduit Uncommitted Purchaser for any such insufficiency unless and until such Conduit Uncommitted Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 paragraph shall survive any termination of this Agreement. This paragraph (b) shall not act in limitation of any Related Committed Purchasers obligation to make Purchases in accordance with and subject to the terms of Sections 1.1 and 1.2.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Pilgrims Pride Corp)
No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOthe Administrative Agent, the Servicer, the Administratoreach Group Agent, the each Purchaser Agents, the Purchasers, and each assignee of the Purchased Interest Capital or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest Yield thereof or interests therein, hereby covenants and of any other Seller Obligations agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceeding, for one year and one day after the latest maturing Note Event of Bankruptcy so long as any Notes or other senior indebtedness issued by such Conduit Purchaser is paid in fullshall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.
(b) Each of WESCO, the Servicer, the each Group Agent, each Purchaser Agents, the Purchasers, and each assignee of the Purchased Interest Capital or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest Yield thereof or interests thereinof any other Seller Obligations, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding Event of Bankruptcy until one year and one day after the Final Payout Date; provided, that the Administrator Administrative Agent may take any such action in its sole discretion following the occurrence of a Termination Eventan Event of Termination.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision provisions of this Section 6.5 14.05 shall survive any termination of this Agreement.
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No Proceedings; Limitation on Payments. (a) Each of the Seller, WESCOFleetCor, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceedingbankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full. The provisions of this paragraph shall survive any termination of this Agreement.
(b) Notwithstanding any provisions contained in this Agreement to the contrary, no Conduit Purchaser shall or shall be obligated to, pay any amount, if any, payable by it pursuant -39- to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all Notes are paid in full. Any amount which such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provisions of this paragraph shall survive any termination of this Agreement.
(c) Each of WESCOFleetCor, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, therein and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the Final Payout Date; provided, however, that the Administrator may take shall not be prohibited from taking any such action in its sole discretion following the occurrence of a Termination Event.
(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any Conduit Purchaser does not pay pursuant to the operation consent of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Majority Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the Agents. The provisions of clauses (i) and (ii) above. The provision of this Section 6.5 paragraph shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Fleetcor Technologies Inc)
