Pledged Receivables Sample Clauses

Pledged Receivables. The Pledgor has delivered to the Collateral Agent all Instruments representing any Pledged Receivables, accompanied by duly executed instruments of transfer or assignment in blank.
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Pledged Receivables. All Instruments representing or evidencing the Pledged Receivables shall promptly be delivered to and held by the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent.
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Pledged Receivables. No Grantor will make or agree to make any discount, credit, rebate or other reduction in the original amount owing on a Pledged Receivable or accept in satisfaction of a Pledged Receivable less than the original amount thereof other than in accordance with its present policies and in the ordinary course of business and as otherwise permitted under the Credit Agreement and the Note Purchase Agreement. Each Grantor shall take all steps necessary to grant the Collateral Agent Control of all electronic chattel paper in accordance with the UCC and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act.
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Pledged Receivables. With respect to each Pledged Receivable, Borrower warrants and represents to Agent and Lenders as of the applicable Transfer Date that: (i) each of the Pledged Receivables listed in the Borrowing Certificate delivered by Borrower to Agent as of the date of an applicable Advance constitutes an Eligible Receivable; (ii) in determining which Receivables are “Eligible Receivables,” Lender may rely upon all statements or representations made by Borrower in this Agreement or the other Loan Documents; (iii) such Receivables are genuine; are in all respects what they purport to be; and such Receivable has only one original counterpart and no other party other than Custodian is in actual or constructive possession of the related Custodian Deliverables (other than with respect to permissible trailing documents); and (iv) such Receivables represent undisputed, bona fide transactions created by purchase money financing by an originator to its borrower customer in the ordinary course of such originator’s business and completed in accordance with the terms and provisions contained in any documents related thereto.
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Pledged Receivables. (a) Except with respect to intercompany Pledged Receivables among any two or more Grantors, such Grantor will not, without the Collateral Agent’s prior written consent, grant any extension of the time of payment under or in respect of any of the Pledged Receivables or Related Contracts of such Grantor, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon, other than any of the foregoing with respect to Pledged Receivables consisting of Accounts, Chattel Paper or Payment Intangibles which are done in the ordinary course of business and trade discounts granted in the ordinary course of business of such Grantor. (b) Such Grantor shall keep full and accurate books and records relating to the Pledged Receivables, including, without limitation, a current and complete list of all Account Debtors, along with their respective names, addresses, telephone numbers, account or other identification numbers and the balance and aging of their respective Pledged Receivables, copies of which list such Grantor shall deliver to the Collateral Agent promptly after the end of each fiscal quarter of such Grantor and as soon as practicable following the Collateral Agent’s request therefor, and (ii) stamp or otherwise xxxx or code such books and records in such manner as may be required to perfect the security interest in such Collateral or at the request of the Collateral Agent in order to reflect the security interests granted by this Security Agreement. (c) Such Grantor shall use commercially reasonable efforts to cause to be collected from its Account Debtors, as and when due, all amounts owing under or on account of the Pledged Receivables (including, without limitation, a Pledged Receivable which is delinquent, which shall be collected in accordance with lawful collection procedures to the extent commercially reasonable) and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of the Pledged Receivables. (d) Upon the occurrence and during the continuance of an Event of Default and upon the written request of the Collateral Agent, such Grantor shall promptly (i) notify the Account Debtors in respect of the Pledged Receivables that the Pledged Receivables have been assigned to the Collateral Agent hereunder, and that any payments due or to become due in respect thereof are to be ...
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Pledged Receivables. The Pledged Receivables and the Intercompany Loan Agreement are legal, valid, binding and enforceable obligations of the relevant Debtor in accordance with their terms and the Intercompany Loan Agreement contain no provision prohibiting or restricting the pledge of the Pledged Receivables.
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Pledged Receivables. The Pledgor shall not settle any dispute with the Pledged Debtor relating to any Pledged Receivables in a way which would materially adverse the rights of the Notes Foreign Collateral Agent. The Pledgor shall perform its obligations towards the Pledged Debtor in a timely manner so as to protect, in either event, the rights of the Notes Foreign Collateral Agent in respect of the Pledged Receivables.
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Pledged Receivables. At any date of determination, (i) all Eligible Receivables against which Lender shall have made an Advance which remains outstanding as of such date, and (ii) all Receivables which are no longer Eligible Receivables and for which a mandatory prepayment under Section 1.7(b)(i) is required and has not occurred; provided, however, in no event shall the Receivables described in this clause (ii) be utilized in the definition of "Availability" or in the definition of "Maximum Exposure" in which case the references to "Pledged Receivable" therein shall be only to Eligible Receivables. PLEDGED RECEIVABLES COLLATERAL. Receivables Collateral relating to Pledged Receivables.
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Pledged Receivables 
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Related to Pledged Receivables

  • 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.

  • Collection of Receivables Except as otherwise provided in this Security Agreement, such Grantor will collect and enforce, at such Grantor’s sole expense, all amounts due or hereafter due to such Grantor under the Receivables owned by it.

  • Accounts and Notes Receivable Schedule 5.11 sets forth an accurate list of the accounts and notes receivable of the Company, as of the Balance Sheet Date, including any such amounts which are not reflected in the balance sheet as of the Balance Sheet Date, and including receivables from and advances to employees and the Stockholders, which are identified as such. Except to the extent reflected on Schedule 5.11, such accounts, notes and other receivables are collectible in the amounts shown on Schedule 5.11, net of reserves reflected in the balance sheet as of the Balance Sheet Date.

  • Reassignment of Purchased Receivables Upon deposit in the Collection Account of the Purchase Amount of any Receivable repurchased by Seller under Section 5.1 hereof, Purchaser and the Issuer shall take such steps as may be reasonably requested by Seller in order to assign to Seller all of Purchaser’s and the Issuer’s right, title and interest in and to such Receivable and all security and documents and all Other Conveyed Property conveyed to Purchaser and the Issuer directly relating thereto, without recourse, representation or warranty, except as to the absence of Liens created by or arising as a result of actions of Purchaser or the Issuer. Such assignment shall be a sale and assignment outright, and not for security. If, following the reassignment of a Purchased Receivable, in any enforcement suit or legal proceeding, it is held that Seller may not enforce any such Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce the Receivable, Purchaser and the Issuer shall, at the expense of Seller, take such steps as Seller deems reasonably necessary to enforce the Receivable, including bringing suit in Purchaser’s or in the Issuer’s name.

  • Eligible Receivables Each Receivable included as an Eligible Receivable in the calculation of the Net Receivables Pool Balance as of any date is an Eligible Receivable as of such date.

  • Collection of Accounts Receivable At the Closing, the Seller shall deliver to the Purchaser a complete and correct list of the Seller's Total Receivables (the "Total Receivables List") as of the close of business on the day immediately preceding the Closing Date specifying the age of each of the Accounts Receivable, the amount due, name and address of each account debtor on the Total Receivables List (the "Total Account Debtors"). In the event that the Value of the Accounts Receivable shall be less than the Value of the Total Receivables pursuant to Section 1.3.3 hereof, the Seller shall, in addition to the Total Receivables List, deliver to the Purchaser at the Closing a list of all Accounts Receivable to be sold, assigned, transferred and delivered to the Purchaser at the Closing (the "Accounts Receivable List"), specifying the age of each of the Accounts Receivable, the amount due, name and address of each account debtor on the Accounts Receivable List (the "Account Debtors"). Promptly after the Closing, the Seller and the Purchaser shall notify all Total Account Debtors or the Account Debtors, as the case may be, by notice that the Purchaser has purchased the Seller's Accounts Receivable, and shall direct all Account Debtors or Total Account Debtors, as the case may be, to remit directly to the Purchaser payment of all outstanding amounts represented by the Accounts Receivable. The Seller and the Stockholders, jointly and severally, shall remit promptly to the Purchaser in full the amount of any and all payments received by any of them in respect of the Accounts Receivable, without any diminution, offset, deduction or discount.

  • Notes and Accounts Receivable All notes and accounts receivable of the Company, all of which are reflected properly on the books and records of the Company, are valid receivables subject to no setoffs, defenses or counterclaims, are current and, to the Company's Knowledge, collectible subject in each case only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Company.

  • Reassignment of Ineligible Receivables (a) In the event any representation or warranty under Subsection 4.02(a)(ii), (iii), (iv), (vii), (viii), (ix) or (x) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII is required under Subsection 2.6(a) of the Transfer Agreement to accept reassignment of such Receivables previously sold by TRS to RFC VIII pursuant to this Agreement, TRS shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection 6.01(b). (b) TRS shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII in immediately available funds an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRS, without recourse, representation or warranty, all the right, title and interest of RFC VIII in and to such Receivables, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII as collected in full as of the date on which they were reassigned. RFC VIII shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS to effect the conveyance of such Receivables and other property pursuant to this Subsection.

  • Payments on Receivables, Collection Accounts The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower shall use commercially reasonable efforts to ensure that no funds other than Collections on Pool Receivables and other Collateral are deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

  • Accounts Receivables Each existing Account constitutes, and each hereafter arising Account will, when such Account arises, constitute, the legally valid and binding obligation of the Account Debtor, except where the failure to do so could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. No Account Debtor has any defense, set-off, claim or counterclaim against any Grantor that can be asserted against the Administrative Agent, whether in any proceeding to enforce the Administrative Agent’s rights in the Accounts included in the Collateral, or otherwise, except for defenses, setoffs, claims or counterclaims that could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. None of the Grantors’ accounts receivables are, nor will any hereafter arising account receivable be, evidenced by a promissory note or other Instrument (other than a check) that has not been pledged to the Administrative Agent in accordance with the terms hereof.

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