Common use of Permitted Receivables Financings Clause in Contracts

Permitted Receivables Financings. (a) Each Lender and the Administrative Agent agrees that, prior to the date that is one year and one day after the payment in full of all the obligations in respect of the Attributed Principal Amount in respect of the Securitization Facility, the Factoring Facility and/or any other Permitted Receivables Financing, (i) it shall not be entitled, whether before or after the occurrence of any Event of Default, to (A) institute against, or join any other Person in instituting against, any Receivables Financing SPC or any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under the laws of the United States or any State thereof, (B) transfer and register the Equity Interests of any Receivables Financing SPC or any other instrument evidencing any Investment in any Receivables Financing SPC in its name or the name of any of its designees or nominees, (C) foreclose such security interest in the Equity Interests of any Receivables Financing SPC regardless of the bankruptcy or insolvency of any Loan Party, (D) exercise any voting rights granted or appurtenant to such Equity Interests of any Receivables Financing SPC or any other instrument evidencing any Investment therein or (E) enforce any right that the holder of any such Equity Interests of any Receivables Financing SPC or any other instrument evidencing any Investment therein might otherwise have to liquidate, consolidate, combine, collapse or disregard the entity status of such Receivables Financing SPC; and (ii) it hereby waives and releases any right to require (A) that any Receivables Financing SPC be in any manner merged, combined, collapsed or consolidated with or into any Loan Party, including by way of substantive consolidation in a bankruptcy case or (B) that the status of any Receivables Financing SPC as a separate entity be in any respect disregarded; provided, however, that the provisions of this Section 10.26 shall cease to be of any force or effect when the Obligations have been paid in full and the Revolving Credit Commitments have been terminated or expired; and provided, further, that the provisions hereof will not apply to a Lender or the Administrative Agent in its capacity as a holder of any Indebtedness or other asset included in the Attributed Principal Amount or its ability to exercise any rights thereunder. Each Lender and the Administrative Agent agree and acknowledge that each Receivables Financier is an express third-party beneficiary with respect to this Section 10.26 (and only this Section 10.26) and such agent shall have the right to enforce compliance by the parties hereto with this Section 10.26. (b) Upon the transfer or purported transfer by the Borrower or any Subsidiary of Transferred Assets to a Receivables Financing SPC under the Securitization Facility, the Factoring Facility and/or in any other Permitted Receivables Financing, the Liens with respect to such Transferred Assets under the Collateral Documents shall automatically be released (and the Administrative Agent is hereby authorized to execute and enter into any such releases and other documents as the Borrower may reasonably request in order to give effect thereto). (c) Each Lender hereby authorizes and directs the Administrative Agent in connection with the Securitization Facility, the Factoring Facility and any other Permitted Receivables Financing, upon the request and at the expense of the Borrower, to enter into an intercreditor agreement with the applicable Receivables Financier to facilitate the establishment and/or maintenance of the Securitization Facility, the Factoring Facility and/or such Permitted Receivables Financing and to effect the purposes of the provisions of this Agreement relating to the Securitization Facility, the Factoring Facility and/or such Permitted Receivables Financings.

Permitted Receivables Financings. (a) Each Lender Lender, the Administrative Agent and the Administrative Collateral Agent agrees that, prior to the date that is one year and one day after the payment in full of all the obligations in respect of the Attributed Principal Amount in respect of the Securitization Facility, the Factoring Facility and/or any other Permitted Receivables Financing, (i) it shall not be entitled, whether before or after the occurrence of any Event of Default, to (A) institute against, or join any other Person in instituting against, any Receivables Financing SPC or any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under the laws of the United States or any State thereof, (B) transfer and register the Equity Interests Capital Stock of any Receivables Financing SPC or any other instrument evidencing any Investment in any Receivables Financing SPC in its name or the name of any of its designees or nominees, (C) foreclose such security interest in the Equity Interests Capital Stock of any Receivables Financing SPC regardless of the bankruptcy or insolvency of any Loan Party, (D) exercise any voting rights granted or appurtenant to such Equity Interests Capital Stock of any Receivables Financing SPC or any other instrument evidencing any Investment therein or (E) enforce any right that the holder of any such Equity Interests Capital Stock of any Receivables Financing SPC or any other instrument evidencing any Investment therein might otherwise have to liquidate, consolidate, combine, collapse or disregard the entity status of such Receivables Financing SPC; SPC and (ii) it hereby waives and releases any right to require (A) that any Receivables Financing SPC be in any manner merged, combined, collapsed or consolidated with or into any Loan Party, including by way of substantive consolidation in a bankruptcy case or (B) that the status of any Receivables Financing SPC as a separate entity be in any respect disregarded; disregarded; provided, however, that the provisions of this Section 10.26 11.20 shall cease to be of any force or effect when the Obligations have been paid in full and the Revolving Credit Commitments have been terminated or expired; expired; and provided, provided further, that the provisions hereof will not apply to a Lender Lender, the Administrative Agent or the Administrative Collateral Agent in its capacity as a holder of any Indebtedness or other asset included in the Attributed Principal Amount or its ability to exercise any rights thereunder. Each Lender Lender, the Administrative Agent and the Administrative Collateral Agent agree and acknowledge that each Receivables Financier is an express third-third party beneficiary with respect to this Section 10.26 11.20 (and only this Section 10.2611.20) and such agent shall have the right to enforce compliance by the parties hereto with this Section 10.2611.20. (b) Upon the transfer or purported transfer by the Borrower or any Subsidiary Consolidated Party of Transferred Assets to a Receivables Financing SPC under the Securitization Facility, the Factoring Facility and/or in any other a Permitted Receivables Financing, the Liens with respect to such Transferred Assets under the Collateral Security Documents shall automatically be released (and each of the Administrative Agent and the Collateral Agent, as applicable, is hereby authorized to execute and enter into any such releases and other documents as the Borrower may reasonably request in order to give effect thereto). (c) Each Lender hereby authorizes and directs each of the Administrative Agent and the Collateral Agent, as applicable, in connection with the Securitization Facility, the Factoring Facility and any other Permitted Receivables Financing, upon the request and at the expense of the Borrower, to enter into an intercreditor agreement with the applicable Receivables Financier to facilitate the establishment and/or maintenance of the Securitization Facility, the Factoring Facility and/or such Permitted Receivables Financing and to effect the purposes of the provisions of this Agreement relating to the Securitization Facility, the Factoring Facility and/or such Permitted Receivables Financings.

Permitted Receivables Financings. (a) Each Lender Lender, the Administrative Agent and the Administrative Collateral Agent agrees that, prior to the date that is one year and one day after the payment in full of all the obligations in respect of the Attributed Principal Amount in respect of the Securitization Facility, the Factoring Facility and/or any other Permitted Receivables Financing, (i) it shall not be entitled, whether before or after the occurrence of any Event of Default, to (A) institute against, or join any other Person in instituting against, any Receivables Financing SPC or any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under the laws of the United States or any State thereof, (B) transfer and register the Equity Interests Capital Stock of any Receivables Financing SPC or any other instrument evidencing any Investment in any Receivables Financing SPC in its name or the name of any of its designees or nominees, (C) foreclose such security interest in the Equity Interests Capital Stock of any Receivables Financing SPC regardless of the bankruptcy or insolvency of any Loan Party, (D) exercise any voting rights granted or appurtenant to such Equity Interests Capital Stock of any Receivables Financing SPC or any other instrument evidencing any Investment therein or (E) enforce any right that the holder of any such Equity Interests Capital Stock of any Receivables Financing SPC or any other instrument evidencing any Investment therein might otherwise have to liquidate, consolidate, combine, collapse or disregard the entity status of such Receivables Financing SPC; SPC and (ii) it hereby waives and releases any right to require (A) that any Receivables Financing SPC be in any manner merged, combined, collapsed or consolidated with or into any Loan Party, including by way of substantive consolidation in a bankruptcy case or (B) that the status of any Receivables Financing SPC as a separate entity be in any respect disregarded; disregarded; provided, however, that the provisions of this Section 10.26 11.20 shall cease to be of any force or effect when the Obligations have been paid in full and the Revolving Credit Commitments have been terminated or expired; expired; and provided, provided further, that the provisions hereof will not apply to a Lender Lender, the Administrative Agent or the Administrative Collateral Agent in its capacity as a holder of any Indebtedness or other asset included in the Attributed Principal Amount or its ability to exercise any rights thereunder. Each Lender Lender, the Administrative Agent and the Administrative Collateral Agent agree and acknowledge that each Receivables Financier is an express third-third party beneficiary with respect to this Section 10.26 11.20 (and only this Section 10.2611.20) and such agent shall have the right to enforce compliance by the parties hereto with this Section 10.2611.20. (b) Upon the transfer or purported transfer by the Borrower or any Subsidiary Consolidated Party of Transferred Assets to a Receivables Financing SPC under the Securitization Facility, the Factoring Facility and/or in any other a Permitted Receivables Financing, the Liens with respect to such Transferred Assets under the Collateral Documents Security Agreements shall automatically be released (and each of the Administrative Agent and the Collateral Agent, as applicable, is hereby authorized to execute and enter into any such releases and other documents as the Borrower may reasonably request in order to give effect thereto). (c) Each Lender hereby authorizes and directs each of the Administrative Agent and the Collateral Agent, as applicable, in connection with the Securitization Facility, the Factoring Facility and any other Permitted Receivables Financing, upon the request and at the expense of the Borrower, to enter into an intercreditor agreement with the applicable Receivables Financier to facilitate the establishment and/or maintenance of the Securitization Facility, the Factoring Facility and/or such Permitted Receivables Financing and to effect the purposes of the provisions of this Agreement relating to the Securitization Facility, the Factoring Facility and/or such Permitted Receivables Financings.

Permitted Receivables Financings. (a) Each Lender and the Administrative Agent agrees that, prior to the date that is one year and one day after the payment in full of all the obligations in respect of the Attributed Principal Amount in respect of the Securitization Facility, the Factoring Facility and/or any other Permitted Receivables Financing, (i) it shall not be entitled, whether before or after the occurrence of any Event of Default, to (A) institute against, or join any other Person in instituting against, any Receivables Financing SPC or any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under the laws of the United States or any State thereof, (B) transfer and register the Equity Interests of any Receivables Financing SPC or any other instrument evidencing any Investment in any Receivables Financing SPC in its name or the name of any of its designees or nominees, (C) foreclose such security interest in the Equity Interests of any Receivables Financing SPC regardless of the bankruptcy or insolvency of any Loan Party, (D) exercise any voting rights granted or appurtenant to such Equity Interests of any Receivables Financing SPC or any other instrument evidencing any Investment therein or (E) enforce any right that the holder of any such Equity Interests of any Receivables Financing SPC or any other instrument evidencing any Investment therein might otherwise have to liquidate, consolidate, combine, collapse or disregard the entity status of such Receivables Financing SPC; SPC; and (ii) it hereby waives and releases any right to require (A) that any Receivables Financing SPC be in any manner merged, combined, collapsed or consolidated with or into any Loan Party, including by way of substantive consolidation in a bankruptcy case or (B) that the status of any Receivables Financing SPC as a separate entity be in any respect disregarded; disregarded; provided, however, that the provisions of this Section 10.26 shall cease to be of any force or effect when the Obligations have been paid in full and the Revolving Credit Commitments have been terminated or expired; expired; and provided, further, that the provisions hereof will not apply to a Lender or the Administrative Agent in its capacity as a holder of any Indebtedness or other asset included in the Attributed Principal Amount or its ability to exercise any rights thereunder. Each Lender and the Administrative Agent agree and acknowledge that each Receivables Financier is an express third-party beneficiary with respect to this Section 10.26 (and only this Section 10.26) and such agent shall have the right to enforce compliance by the parties hereto with this Section 10.26. (b) Upon the transfer or purported transfer by the Borrower or any Subsidiary of Transferred Assets to a Receivables Financing SPC under the Securitization Facility, the Factoring Facility and/or in any other Permitted Receivables Financing, the Liens with respect to such Transferred Assets under the Collateral Documents shall automatically be released (and the Administrative Agent is hereby authorized to execute and enter into any such releases and other documents as the Borrower may reasonably request in order to give effect thereto). (c) Each Lender hereby authorizes and directs the Administrative Agent in connection with the Securitization Facility, the Factoring Facility and any other Permitted Receivables Financing, upon the request and at the expense of the Borrower, to enter into an intercreditor agreement with the applicable Receivables Financier to facilitate the establishment and/or maintenance of the Securitization Facility, the Factoring Facility and/or such Permitted Receivables Financing and to effect the purposes of the provisions of this Agreement relating to the Securitization Facility, the Factoring Facility and/or such Permitted Receivables Financings.

Permitted Receivables Financings. (a) Each Lender Lender, the Administrative Agent and the Administrative Collateral Agent agrees that, prior to the date that is one year and one day after the payment in full of all the obligations in respect of the Attributed Principal Amount in respect of the Securitization Facility, the Factoring Facility and/or any other Permitted Receivables Financing, (i) it shall not be entitled, whether before or after the occurrence of any Event of Default, to (A) institute against, or join any other Person in instituting against, any Receivables Financing SPC or any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under the laws of the United States or any State thereof, (B) transfer and register the Equity Interests Capital Stock of any Receivables Financing SPC or any other instrument evidencing any Investment in any Receivables Financing SPC in its name or the name of any of its designees or nominees, (C) foreclose such security interest in the Equity Interests Capital Stock of any Receivables Financing SPC regardless of the bankruptcy or insolvency of any Loan Party, (D) exercise any voting rights granted or appurtenant to such Equity Interests Capital Stock of any Receivables Financing SPC or any other instrument evidencing any Investment therein or (E) enforce any right that the holder of any such Equity Interests Capital Stock of any Receivables Financing SPC or any other instrument evidencing any Investment therein might otherwise have to liquidate, consolidate, combine, collapse or disregard the entity status of such Receivables Financing SPC; SPC and (ii) it hereby waives and releases any right to require (A) that any Receivables Financing SPC be in any manner merged, combined, collapsed or consolidated with or into any Loan Party, including by way of substantive consolidation in a bankruptcy case or (B) that the status of any Receivables Financing SPC as a separate entity be in any respect disregarded; disregarded; provided, however, that the provisions of this Section 10.26 11.20 shall cease to be of any force or effect when the Obligations have been paid in full and the Revolving Credit Commitments have been terminated or expired; expired; and provided, provided further, that the provisions hereof will not apply to a Lender Lender, the Administrative Agent or the Administrative Collateral Agent in its capacity as a holder of any Indebtedness or other asset included in the Attributed Principal Amount or its ability to exercise any rights thereunder. Each Lender Lender, the Administrative Agent and the Administrative Collateral Agent agree and acknowledge that each Receivables Financier is an express third-third party beneficiary with respect to this Section 10.26 11.20 (and only this Section 10.2611.20) and such agent shall have the right to enforce compliance by the parties hereto with this Section 10.2611.20. (b) Upon the transfer or purported transfer by the Borrower or any Subsidiary Consolidated Party of Transferred Assets to a Receivables Financing SPC under the Securitization Facility, the Factoring Facility and/or in any other a Permitted Receivables Financing, the Liens with respect to such Transferred Assets under the Collateral Documents Security Agreements shall automatically be released (and each of the Administrative Agent and the Collateral Agent, as applicable, is hereby authorized to execute and enter into any such releases and other documents as the Borrower may reasonably request in order to give effect thereto). (c) Each Lender hereby authorizes and directs the Administrative Agent in connection with the Securitization Facility, the Factoring Facility and any other Permitted Receivables Financing, upon the request and at the expense of the Borrower, to enter into an intercreditor agreement with the applicable Receivables Financier to facilitate the establishment and/or maintenance of the Securitization Facility, the Factoring Facility and/or such Permitted Receivables Financing and to effect the purposes of the provisions of this Agreement relating to the Securitization Facility, the Factoring Facility and/or such Permitted Receivables Financings.

Permitted Receivables Financings. (a) Each Lender Lender, the Administrative Agent and the Administrative Collateral Agent agrees that, prior to the date that is one year and one day after the payment in full of all the obligations in respect of the Attributed Principal Amount in respect of the Securitization Facility, the Factoring Facility and/or any other Permitted Receivables Financing, (i) it shall not be entitled, whether before or after the occurrence of any Event of Default, to (A) institute against, or join any other Person in instituting against, any Receivables Financing SPC or any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under the laws of the United States or any State thereof, (B) transfer and register the Equity Interests Capital Stock of any Receivables Financing SPC or any other instrument evidencing any Investment in any Receivables Financing SPC in its name or the name of any of its designees or nominees, (C) foreclose such security interest in the Equity Interests Capital Stock of any Receivables Financing SPC regardless of the bankruptcy or insolvency of any Loan Party, (D) exercise any voting rights granted or appurtenant to such Equity Interests Capital Stock of any Receivables Financing SPC or any other instrument evidencing any Investment therein or (E) enforce any right that the holder of any such Equity Interests Capital Stock of any Receivables Financing SPC or any other instrument evidencing any Investment therein might otherwise have to liquidate, consolidate, combine, collapse or disregard the entity status of such Receivables Financing SPC; SPC; and (ii) it hereby waives and releases any right to require (A) that any Receivables Financing SPC be in any manner merged, combined, collapsed or consolidated with or into any Loan Party, including by way of substantive consolidation in a bankruptcy case or (B) that the status of any Receivables Financing SPC as a separate entity be in any respect disregarded; disregarded; provided, however, that the provisions of this Section 10.26 11.20 shall cease to be of any force or effect when the Obligations have been paid in full and the Revolving Credit Commitments have been terminated or expired; expired; and provided, provided further, that the provisions hereof will not apply to a Lender Lender, the Administrative Agent or the Administrative Collateral Agent in its capacity as a holder of any Indebtedness or other asset included in the Attributed Principal Amount or its ability to exercise any rights thereunder. Each Lender Lender, the Administrative Agent and the Administrative Collateral Agent agree and acknowledge that each Receivables Financier is an express third-party beneficiary with respect to this Section 10.26 11.20 (and only this Section 10.2611.20) and such agent shall have the right to enforce compliance by the parties hereto with this Section 10.2611.20. (b) Upon the transfer or purported transfer by the Borrower or any Subsidiary of Transferred Assets to a Receivables Financing SPC under the Securitization Facility, the Factoring Facility and/or in any other a Permitted Receivables Financing, the Liens with respect to such Transferred Assets under the Collateral Documents Security Agreements shall automatically be released (and each of the Administrative Agent and the Collateral Agent, as applicable, is hereby authorized to execute and enter into any such releases and other documents as the Borrower may reasonably request in order to give effect thereto). (c) Each Lender hereby authorizes and directs each of the Administrative Agent and the Collateral Agent, as applicable, in connection with the Securitization Facility, the Factoring Facility and any other Permitted Receivables Financing, upon the request and at the expense of the Borrower, to enter into an intercreditor agreement with the applicable Receivables Financier to facilitate the establishment and/or maintenance of the Securitization Facility, the Factoring Facility and/or such Permitted Receivables Financing and to effect the purposes of the provisions of this Agreement relating to the Securitization Facility, the Factoring Facility and/or such Permitted Receivables Financings.

Permitted Receivables Financings. (a) Each Lender Lender, the Administrative Agent and the Administrative Collateral Agent agrees that, prior to the date that is one year and one day after the payment in full of all the obligations in respect of the Attributed Principal Amount in respect of the Securitization Facility, the Factoring Facility and/or any other Permitted Receivables Financing, (i) it shall not be entitled, whether before or after the occurrence of any Event of Default, to (A) institute against, or join any other Person in instituting against, any Receivables Financing SPC or any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under the laws of the United States or any State thereof, (B) transfer and register the Equity Interests Capital Stock of any Receivables Financing SPC or any other instrument evidencing any Investment in any Receivables Financing SPC in its name or the name of any of its designees or nominees, (C) foreclose such security interest in the Equity Interests Capital Stock of any Receivables Financing SPC regardless of the bankruptcy or insolvency of any Loan Party, (D) exercise any voting rights granted or appurtenant to such Equity Interests Capital Stock of any Receivables Financing SPC or any other instrument evidencing any Investment therein or (E) enforce any right that the holder of any such Equity Interests Capital Stock of any Receivables Financing SPC or any other instrument evidencing any Investment therein might otherwise have to liquidate, consolidate, combine, collapse or disregard the entity status of such Receivables Financing SPC; SPC and (ii) it hereby waives and releases any right to require (A) that any Receivables Financing SPC be in any manner merged, combined, collapsed or consolidated with or into any Loan Party, including by way of substantive consolidation in a bankruptcy case or (B) that the status of any Receivables Financing SPC as a separate entity be in any respect disregarded; disregarded; provided, however, that the provisions of this Section 10.26 11.20 shall cease to be of any force or effect when the Obligations have been paid in full and the Revolving Credit Commitments have been terminated or expired; expired; and provided, provided further, that the provisions hereof will not apply to a Lender Lender, the Administrative Agent or the Administrative Collateral Agent in its capacity as a holder of any Indebtedness or other asset included in the Attributed Principal Amount or its ability to exercise any rights thereunder. Each Lender Lender, the Administrative Agent and the Administrative Collateral Agent agree and acknowledge that each Receivables Financier is an express third-third party beneficiary with respect to this Section 10.26 11.20 (and only this Section 10.2611.20) and such agent shall have the right to enforce compliance by the parties hereto with this Section 10.2611.20. (b) Upon the transfer or purported transfer by the Borrower or any Subsidiary Consolidated Party of Transferred Assets to a Receivables Financing SPC under the Securitization Facility, the Factoring Facility and/or in any other a Permitted Receivables Financing, the Liens with respect to such Transferred Assets under the Collateral Security Documents shall automatically be released (and each of the Administrative Agent and the Collateral Agent, as applicable, is hereby authorized to execute and enter into any such releases and other documents as the Borrower may reasonably request in order to give effect thereto). (c) Each Lender hereby authorizes and directs each of the Administrative Agent and the Collateral Agent, as applicable, in connection with the Securitization Facility, the Factoring Facility and any other Permitted Receivables Financing, upon the request and at the expense of the Borrower, to enter into an intercreditor agreement with the applicable Receivables Financier to facilitate the establishment and/or maintenance of the Securitization Facility, the Factoring Facility and/or such Permitted Receivables Financing and to effect the purposes of the provisions of this Agreement relating to the Securitization Facility, the Factoring Facility and/or such Permitted Receivables Financings.