Permitted Receivables Transaction Sample Clauses

Permitted Receivables Transaction. Any sale or sales of, and/or securitization of, any accounts receivable of the Borrower and/or any of its Subsidiaries (the “Receivables”) pursuant to which (a) the Borrower and its Subsidiaries realize aggregate net proceeds of not more than $750,000,000 at any one time outstanding, including, without limitation, any revolving purchase(s) of Receivables where the maximum aggregate uncollected purchase price (exclusive of any deferred purchase price) for such Receivables at any time outstanding does not exceed $750,000,000, and (b) which Receivables shall not be discounted more than 25%.
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Permitted Receivables Transaction. The facility established by this Agreement and the other Transaction Documents constitutes a “Permitted Receivables Transaction” under and as defined in the First Lien Credit Agreement as in effect on the relevant date of determination, and such facility is permitted by the First Lien Credit Agreement.
Sample 1
Permitted Receivables Transaction. The Borrower will cause the Subsidiaries comprising the OSIFC Family to maintain in effect the Permitted Receivables Transaction in effect on the Closing Date or, alternatively, upon the termination by the Borrower, or receipt of written notice (or such other form of notice otherwise permitted to be given under the terms of the then effective Receivables Documents) of termination from MBIA Insurance Corporation (or such other entity serving in a similar capacity as MBIA Insurance Corporation under the then effective Receivables Documents) by the Borrower, the Borrower will, (a) within 45 days of the termination or receipt of notice of termination, as the case may be, of the Permitted Receivables Transaction then in effect, deliver to the Managing Agents a detailed summary (the "Summary") of terms and conditions with respect to another program (the "Alternative Receivables Program") providing for the sale or financing of Accounts with customary limited recourse based on the collectability of the Accounts sold, which Summary shall be satisfactory to the Managing Agents and indicate that the Alternative Receivables Program shall be, upon the consummation thereof, substantially similar to the Permitted Receivables Transaction (including the Receivables Documents evidencing such Permitted Receivables Transaction) being replaced, and in an amount of not less than that in effect on the Closing Date; and (b) within 90 days of the termination or receipt of notice of termination, as the case may be, of the Permitted Receivables Transaction then in effect, cause the Subsidiaries comprising the OSIFC Family to consummate the Alternative Receivables Program on the terms and conditions set forth in the Summary, which terms and conditions shall not have been modified or waived in any material respect unless otherwise agreed to by the Managing Agents.
Sample 1
Permitted Receivables Transaction. Any sale or sales of, and/or securitization of, any accounts receivable of the Borrower and/or any of its Subsidiaries (the "Receivables") pursuant to which the Borrower and its Subsidiaries realize aggregate net proceeds of not more than $100,000,000 at any one time outstanding, including, without limitation, any revolving purchase(s) of Receivables where the maximum aggregate uncollected purchase price (exclusive of any deferred purchase price) for such Receivables at any time outstanding does not exceed $100,000,000. Person. Any individual, corporation, partnership, limited liability company, trust, unincorporated association, business, or other legal entity, and any government or any governmental agency or political subdivision thereof. Pricing Table: Applicabl Applicabl Applicabl e e e Level Senior Public Debt Facility L/C Rate Margin Rating Rate (per (per (per annum) annum) annum) 1 BBB+/Baa1 0.1000% 0.1800% 0.1800% 2 BBB/Baa2 0.1250% 0.2250% 0.2250% 3 BBB-/Baa3 0.1500% 0.3000% 0.3000% 4 BB+/Ba1 0.2250% 0.4250% 0.4250% 5 BB/Ba2 or unrated 0.2500% 0.6500% 0.6500%
Sample 1
Permitted Receivables Transaction. Any sale or sales (including on a revolving basis) of, and/or securitization of, any accounts receivable of the Borrower and/or any of its Subsidiaries not to exceed $100,000,000 in the aggregate at any one time outstanding. Amendment to 2.3(c). Section 2.3(c) is hereby amended to read as follows: (c) In the event that the Note Purchase Agreement is not amended on or before February 20, 1997, the Borrower may request that the Total Commitment be increased by $50,000,000 hereunder, which increase is subject to the approval of the Administrative Agent; provided, however, that in the event that such an increase is approved, (i) any Bank which is a party to this Agreement prior to such increase shall not be required to increase its Commitment hereunder, (ii) such Bank's Commitment Percentage shall be correspondingly decreased to reflect such increase in the Total Commitment, and (iii) any such increase and the $50,000,000 of Total Commitment reserved pursuant to 7.18 shall be used to repay the Borrower's obligations under the Note Purchase Agreement. Amendment to 3.2(a). Section 3.2(a) is amended by substituting the phrase, "date of any drawing under any Letter of Credit" for the phrase, "Drawdown Date" in subsection (ii) thereof. Amendment to 11.1. Section 11.1 is amended by substituting the phrase, "any Drawdown Date" for the phrase, "the making of such Loan." Amendment to 12.1(f). Section 12.1(f) is amended by inserting the phrase, "any obligation in respect of" immediately prior to the first occurrence of the words, "any Indebtedness." Amendment of 18. Section 18 is amended by deleting the word "Percentage" immediately following the word "Commitment" in the first sentence thereof. Waiver of the Requirements of 18. The parties hereto hereby agree that, to the extent that the actions taken in connection with the assignments contemplated hereunder do not comply with certain requirements set forth in 18, such requirements are hereby waived by all parties, and the assignments made pursuant to this First Amendment shall be fully effective to the same extent as if all such requirements had been fulfilled. Amendment to Schedule 1 to the Credit Agreement. Schedule 1 to the Credit Agreement is hereby amended by deleting such schedule in its entirety and substituting the Schedule 1 attached hereto in place thereof. The parties hereto hereby acknowledge and agree that each reference to Schedule 1 in the Credit Agreement or any other Loan Document shall henceforth be a...
Sample 1
Permitted Receivables Transaction. Notwithstanding the foregoing, concurrently with the receipt of Net Cash Proceeds from any Permitted Receivables Transaction, a Dollar Equivalent amount equal to 75% of such Net Cash Proceeds shall be applied as set forth in Section 2.9(h), provided, however, if an Event of Default or Unmatured Event of Default is then continuing, a Dollar Equivalent amount equal to 100% of such Net Cash Proceeds shall be applied as set forth in Section 2.9(h). The amounts required to be prepaid by this subsection 2.9(f) shall be applied pro rata among the Term Loans, the Revolving Loans and the BA Rate Loans (based on the Dollar Equivalent amount of the then outstanding Loans under each Facility) and to permanently reduce the Revolving Commitment by an amount equal to the Receivables Commitment Reduction Amount. As to the Term Loans, payments will be applied in the inverse order of maturity, to the remaining Amortization Payments as set forth in subsection 2.11. Subject to subsection 2.12(b), all prepayments of Loans shall be made together with all amounts of accrued and unpaid interest thereon and any amounts required by Section 4.4. All such payments shall be applied to interest and such Section 4.4 amounts before application to principal.
Sample 1
Permitted Receivables Transaction. If the Agent or Co-Collateral Agent deems Receivables ineligible in theirits Permitted Discretion (and not based upon the criteria set forth above), then the Agent or the Co-Collateral Agent shall give the Borrower Agent five (5) Business Days’ prior notice thereof; provided that (i) any modification of the eligibility criteria set forth above shall have a reasonable relationship to circumstances, conditions, events or contingencies which are the basis for such eligibility criteria, as determined by the Agent or Co-Collateral Agent in its Permitted Discretion and (ii) circumstances, conditions, events or contingencies arising prior to the Effective Date of which the Agent or the Co-Collateral Agent had actual knowledge prior to the Effective Date shall not be the basis for any such modification after the Effective Date unless such circumstances, conditions, events or contingencies shall have changed since the Effective Date. With respect to any Receivables that were acquired or originated by any Person acquired by any U.S. Borrower after the Effective Date, the Agent and the Co-Collateral Agent shall use commercially reasonable efforts, at the expense of the U.S. Loan Parties, to complete diligence in respect of such Person and such Receivables, within a reasonable time following request of the Borrower Agent.
Sample 1
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Related to Permitted Receivables Transaction

  • Receivables in Force No Receivable shall have been satisfied, subordinated or rescinded, nor shall any Financed Vehicle have been released in whole or in part from the lien granted by the related Receivable.

  • INTERIM ASSET SERVICING ARRANGEMENT With respect to each asset (or liability) designated from time to time by the Receiver to be serviced by the Assuming Bank pursuant to this Arrangement (such being designated as "Pool Assets"), during the term of this Arrangement, the Assuming Bank shall:

  • Receivables and Payables Lessee shall be entitled to retain all cash, bank accounts and house banks, and to collect all Gross Revenues and accounts receivable accrued through the termination date. Lessee shall be responsible for the payment of Rent, all Gross Operating Expenses and all other obligations of Lessee accrued under this Lease as of the termination date, and Lessor or Lessor’s nominee shall be responsible for all Gross Operating Expenses of the Hotel accruing after the termination date.

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

  • Securitization In addition to any other assignment permitted pursuant to this Section, Loan Parties hereby acknowledge that (x) the Lenders, their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to a Lender Party or the assignment or issuance of direct or indirect interests in the Loans (such as, for instance, collateralized loan obligations), and (y) such Securitization may be rated by a rating agency. The Loan Parties shall reasonably cooperate with the Lender Parties to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing a certificate (i) agreeing to indemnify the Lender Parties, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, and (ii) agreeing to reimburse the Lender Parties and the other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.

  • Subordinated Disposition Fee If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more Properties, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 3% of the sales price of such Property or Properties. The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions in an amount equal to the sum of their aggregate Invested Capital and their aggregate Stockholders' 8% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company shall not exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8% Return through the Termination Date, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions received prior to the Termination Date equals 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8% Return through the Termination Date. Upon Listing, if the Advisor has accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are traded.

  • Transactions Involving Collateral Except for inventory sold or accounts collected in the ordinary course of Grantor's business, Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral. While Grantor is not in default under this Agreement, Grantor may sell inventory, but only in the ordinary course of its business and only to buyers who qualify as a buyer in the ordinary course of business. A sale in the ordinary course of Grantor's business does not include a transfer in partial or total satisfaction of a debt or any bulk sale. Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in this Agreement, without the prior written consent of Lender. This includes security interests even if junior in right to the security interests granted under this Agreement. Unless waived by Lender, all proceeds from any disposition of the Collateral (for whatever reason) shall be held in trust for Lender and shall not be commingled with any other funds; provided however, this requirement shall not constitute consent by Lender to any sale or other disposition. Upon receipt, Grantor shall immediately deliver any such proceeds to Lender.

  • Transaction Processing All orders are subject to acceptance by us and by the Fund or its transfer agent, and become effective only upon confirmation by us. If required by law, each transaction shall be confirmed in writing on a fully disclosed basis and if confirmed by us, a copy of each confirmation shall be sent to you if you so request. All sales are made subject to receipt of shares by us from the Funds. We reserve the right in our discretion, without notice, to suspend the sale of shares of the Funds or withdraw the offering of shares of the Funds entirely. Orders will be effected at the price(s) next computed on the day they are received if, as set forth in the applicable Fund’s current Prospectus, the orders are received by us or an agent appointed by us or the Fund prior to the close of trading on the New York Stock Exchange, generally 4:00 p.m. eastern time (“Close of Trading”). Orders received after that time will be effected at the price(s) computed on the next business day. All orders must be accompanied by payment in U.S. Dollars. Orders payable by check must be drawn payable in U.S. Dollars on a U.S. bank, for the full amount of the investment. If you have entered into a FundSERV Agreement with us to effect transactions in Fund shares through FundSERV, you are hereby authorized to act on our behalf for the limited purpose of receiving purchase, exchange and redemption orders for Fund shares executed through FundSERV. You represent and warrant that all orders for the purchase, exchange or redemption of Fund shares transmitted to FundSERV for processing on or as of a given business day (Day 1) shall have been received by you prior to the Close of Trading on Day 1. Such orders shall receive the share price next calculated following the Close of Trading on Day 1 .You represent and warrant that orders received by you after the Close of Trading on Day 1 shall be treated by you and transmitted to FundSERV as if received on the next business day (Day 2). Such orders shall receive the share price next calculated following the Close of Trading on Day 2. You represent that you have systems in place reasonably designed to prevent orders received after the Close of Trading on Day 1 from being executed with orders received before the Close of Trading on Day 1.

  • Previously Reviewed Receivable If any Asset Review Receivable was included in a prior Asset Review, the Asset Representations Reviewer will not perform any Tests on it, but will include the results of the previous Tests in the Asset Review Report for the current Asset Review.

  • Receivables (a) No amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the Administrative Agent. (b) None of the obligors on any Receivables is a Governmental Authority. (c) The amounts represented by such Grantor to the Lenders from time to time as owing to such Grantor in respect of the Receivables will at such times be accurate.

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