Common use of Release of Receivables Clause in Contracts

Release of Receivables. On any Business Day, provided that no Termination Event, Amortization Event, Wind-Down Event or Incipient Coverage Shortfall shall have occurred, the Debtor shall have the right to require the Collateral Agent to release all of the Collateral Agent's right, title and interest in and to all or certain specified Receivables on the terms and conditions set forth herein (the effective date of any such release, the "REMOVAL DATE"). It shall be a condition precedent to any such release that (a) after giving effect to any such release, the sum of (x) Net Investment and (y) accrued Carrying Costs shall not exceed the sum of (1) Borrowing Base and (2) the amount on deposit in the Reserve Account (calculated after giving effect to any release of funds from the Reserve Account on such Removal Date), such determination to be based on the most recent Monthly Debtor's Certificate delivered by the Debtor, (b) such release does not result in a Termination Event, a Wind-Down Event or an Amortization Event, (c) the Debtor shall (i) pay to the Collateral Agent for payment to the Noteholder on the day of receipt from the Debtor, an amount equal to the amount necessary, if any, to reduce the Net Investment such that the sum of (x) Net Investment and (y) accrued Carrying Costs does not exceed the Borrowing Base after giving effect to such release and (ii) pay to the Collateral Agent for payment to the Noteholder on the day of receipt from the Debtor, an amount equal to all unpaid Carrying Costs (including Carrying Costs not yet accrued) to the extent reasonably determined by the Deal Agent to be attributable to that portion of the Net Investment to be reduced as a result of the payment referred to in clause (c)(i)(y) above, (d) the Debtor shall have given the Collateral Agent and the Deal Agent at least five (5) days prior written notice of its intention to request the release of such Receivables, (e) all amounts due under the Note Purchase Agreement, to the extent accrued to the date of such release or, at the option of the Collateral Agent, acting upon the written instructions of the Deal Agent, accrued to such date and to accrue thereafter, shall have been reimbursed, (f) such release shall not materially and adversely affect the Secured Party or any Purchaser and (g) such release shall include at least $5,000,000 in Principal Balance of Receivables; PROVIDED, HOWEVER, that there shall be no minimum release amount with respect to Ineligible Receivables. It is the intention of the parties that, to the extent the Company is the Noteholder and the Company is funding its interest in the Note through Commercial Paper Notes, the Debtor shall pay to the Collateral Agent such amounts as are required under this Section 2.6 on the Business Day preceding the maturity date of the Commercial Paper Notes issued by the Company to fund its interest in the Note. The Deal Agent agrees, subject to the provisions of the Administration Agreement, to use its reasonable efforts to reinvest in overnight Eligible Investments any payments received by the Company from the Debtor in respect of maturing Commercial Paper prior to the Business Day preceding such maturity and remit the proceeds of such investments to the Debtor. The amount described in clause (c)(i) above upon receipt by the Company shall be applied in reduction of the Net Investment. The Debtor shall also be obligated to pay to the Collateral Agent, the Company and the Deal Agent the reasonable legal fees and expenses of the Collateral Agent, the Deal Agent and the Company arising in connection with any such release. Upon (i) the deposit to the Collection Account and the payment to the respective parties of the amounts described in this Section, and (ii) the receipt by the Collateral Agent of a certificate of the Debtor stating that all conditions precedent contained in this Section 2.6 have been satisfied, the Collateral Agent shall execute and deliver to the Debtor, at the Debtor's expense, such documents or instruments as are necessary to terminate the Collateral Agent's interest in the applicable Receivables and the proceeds thereof. Any such documents shall be prepared by or on behalf of the Debtor and shall specifically identify (by loan or account number and outstanding Principal Balance) the Receivables in which the Collateral Agent's security interest is to be released. The Debtor shall deliver to the Collateral Agent and the Deal Agent a computer file, microfiche list or printed list containing a true and complete list of all such Receivables to be released, identified by account number and principal balance as of the Cut-Off Date and/or Removal Date. Such file or list, when taken together with the list provided pursuant to Section 2.1 hereof shall constitute the Receivables Schedule as of such Removal Date after giving effect to such removal.

Release of Receivables. On any Business Day, provided that no Termination Event, Amortization Event, Wind-Down Event or Incipient Coverage Shortfall shall have occurred, the Debtor shall have the right to require the Collateral Agent to release all of the Collateral Agent's right, title and interest in and to all or certain specified Receivables on the terms and conditions set forth herein (the effective date of any such release, the "REMOVAL DATE")herein. It shall be a condition precedent to any such release that (ai) after giving effect to any such release, the sum of (x) Net Investment and (y) accrued Carrying Costs shall not exceed the sum of (1) Maximum Permitted Borrowing Base and (2) the amount on deposit in the Reserve Account (calculated after giving effect to any release of funds from the Reserve Account on such Removal Date)Base, such determination to be based on the most recent Monthly Debtor's Certificate or Settlement Sheet delivered by the DebtorDebtor provided that, (b) if after giving effect to any such release does not result in a Termination Eventrelease, a Wind-Down Event or an Amortization Eventthe Net Investment shall exceed the Maximum Permitted Borrowing Base, (c) the Debtor shall (i) pay to the Collateral Agent Agent, on or prior to such Business Day, for payment to the Noteholder on the day of receipt from the Debtor, an amount equal to the amount necessary, if any, to reduce the Net Investment such that the sum of (x) Net Investment and (y) accrued Carrying Costs does not exceed the Maximum Permitted Borrowing Base after giving effect to such release and release, (ii) such release does not result in a Termination Event, (iii) the Debtor shall pay to the Collateral Agent Agent, on or prior to such Business Day, for payment to the Noteholder on the day of receipt from the Debtor, an amount equal to all unpaid Carrying Costs (including Carrying Costs not yet accrued) to the extent reasonably determined by the Deal Collateral Agent to be attributable to that portion of the Net Investment to be reduced as a result of the payment referred to in clause (c)(i)(yi) above, (div) the Debtor shall have given the Collateral Agent Agent, the Surety Bond Provider and the Deal Agent at least five (5) days prior written notice of its intention to request the release of such Receivables, and (ev) all amounts due hereunder, under the Note Purchase Agreement and the Insurance Agreement, to the extent accrued to the date of such release or, at the option of the Collateral Agent, acting upon the written instructions of the Deal AgentAgent and the Surety Bond Provider, acting separately, accrued to such date and to accrue thereafter, shall have been reimbursedbe fully paid; provided, (f) however, that if such release is a partial release, the Delinquency Ratio and the Cumulative Charge- off Ratio shall not materially each be recalculated as of the most recent Ratio Calculation Date, as if such partial release had already occurred and adversely affect the Secured Party or any Purchaser and (g) such partial release shall include at least $5,000,000 in Principal Balance only occur if the Noteholder's Percentage would not be reduced by such recalculation of Receivables; PROVIDED, HOWEVER, that there shall be no minimum release amount with respect to Ineligible Receivablesthe related Delinquency Ratio and the Cumulative Charge-off Ratio. It is the intention of the parties that, to the extent the Company is the Noteholder and the Company is funding its interest in the Note through Related Commercial Paper NotesPaper, the Debtor shall pay to the Collateral Agent such amounts as are required under this Section 2.6 on the Business Day preceding the maturity date of the Related Commercial Paper Notes issued by the Company to fund its interest in the Note. The Deal Agent agrees, subject to the provisions of the Administration Agreement, Company agrees to use its reasonable efforts to reinvest in overnight Eligible Investments any payments received by the Company from the Debtor in respect of maturing Commercial Paper prior to the Business Day preceding such maturity and remit the proceeds of such investments to the Debtor. The amount described in clause (c)(ii) above upon receipt by the Company Noteholder shall be applied in reduction of the Net Investment. The Debtor shall also be obligated to pay to the Collateral Agent, the Company and the Deal Agent the reasonable legal fees and expenses of the Collateral Agent, the Deal Company, each Bank Investor, the Surety Bond Provider, the Administrative Agent and the Company Agent arising in connection with any such release. The Debtor shall at least once in each twelve month period, the first such period to commence April 3, 1997, cause the release of all Receivables in existence as of a date not more than 31 days prior to the proposed date of release, and shall make the requisite payments described above and satisfy the requisite conditions precedent described above to cause such release to occur (such a release, a "Take-Out"). Upon (i) the deposit to the Collection Account and the payment to the respective parties of the amounts described in this Section, and (ii) the receipt by the Collateral Agent of a certificate of the Debtor stating that all conditions precedent contained in this Section 2.6 have been satisfied, the Collateral Agent shall execute and deliver to the Debtor, at the Debtor's expense, such documents or instruments as are necessary to terminate the Collateral Agent's interest in the applicable Receivables and the proceeds thereof. Any such documents shall be prepared by or on behalf of the Debtor and shall specifically identify (by loan or account number and outstanding Principal Balance) the Receivables in which the Collateral Agent's security interest is to be released. The Debtor shall deliver to the Collateral Agent and the Deal Agent a computer file, microfiche list or printed list containing a true and complete list of all such Receivables to be released, identified by account number and principal balance as of the Cut-Off Date and/or Removal Date. Such file or list, when taken together with the list provided pursuant to Section 2.1 hereof shall constitute the Receivables Schedule as of such Removal Date after giving effect to such removal.

Release of Receivables. On any Business Day, provided that no Termination Event, Amortization Event, Event or Wind-Down Event or Incipient Coverage Shortfall shall have occurred, the Debtor shall have the right to require the Collateral Agent to release all of the Collateral Agent's ’s right, title and interest in and to all or certain specified Receivables on the terms and conditions set forth herein (the effective date of any such release, the "REMOVAL DATE"“Removal Date”). It shall be a condition precedent to any such release that (ai) after giving effect to any such release, the sum of (x) Net Investment and (y) accrued Carrying Costs shall not exceed the sum Noteholder’s Percentage of (1) the Borrowing Base and (2) the amount on deposit in the Reserve Account (calculated after giving effect to any release of funds from the Reserve Account on such Removal Date)Base, such determination to be based on the most recent Monthly Debtor's ’s Certificate delivered by the Debtor, (bii) such release does not result in a Termination Event, a Wind-Down Event or an Amortization Event, (ciii) the Debtor shall (iy) pay to the Collateral Agent for payment to the Noteholder on the day of receipt from the Debtor, an amount equal to the amount necessary, if any, to reduce the Net Investment such that the sum of (x) Net Investment and (y) accrued Carrying Costs does not exceed the Noteholder’s Percentage of the Borrowing Base after giving effect to such release and (iiz) pay to the Collateral Agent for payment to the Noteholder on the day of receipt from the Debtor, an amount equal to all unpaid Carrying Costs (including Carrying Costs not yet accrued) to the extent reasonably determined by the Deal Administrative Agent to be attributable to that portion of the Net Investment to be reduced as a result of the payment referred to in clause (c)(i)(yy) above, (div) the Debtor shall have given the Collateral Agent Agent, the Surety Bond Provider and the Deal Administrative Agent at least five (5) days prior written notice of its intention to request the release of such Receivables, (ev) all amounts due under the Note Purchase Agreement and the Insurance Agreement, to the extent accrued to the date of such release or, at the option of the Collateral Agent, acting upon the written instructions of the Deal AgentCompany and the Surety Bond Provider, acting separately, accrued to such date and to accrue thereafter, shall have been reimbursed, reimbursed and (fvi) such release shall not materially and adversely affect the either Secured Party or any Purchaser and (gvii) such release shall include at least $5,000,000 in Principal Balance of Receivables; PROVIDEDprovided, HOWEVERhowever, that there shall be no minimum release amount with respect to Ineligible Receivables. It is the intention of the parties that, to the extent the Company is the Noteholder and the Company is funding its interest in the Note through Commercial Paper NotesPaper, the Debtor shall pay to the Collateral Agent such amounts as are required under this Section 2.6 on the Business Day preceding the maturity date of the Commercial Paper Notes issued by the Company to fund its interest in the Note. The Deal Agent agrees, subject to the provisions of the Administration Agreement, to use its reasonable efforts to reinvest in overnight Eligible Investments any payments received by the Company from the Debtor in respect of maturing Commercial Paper prior to the Business Day preceding such maturity and remit the proceeds of such investments to the Debtor. The amount described in clause (c)(i) above upon receipt by the Company shall be applied in reduction of the Net Investment. The Debtor shall also be obligated to pay to the Collateral Agent, the Company Company, the Surety Bond Provider and the Deal Administrative Agent the reasonable legal fees and expenses of the Collateral Agent, the Deal Surety Bond Provider, the Administrative Agent and the Company arising in connection with any such release. Upon (i) the deposit to the Collection Account and the payment to the respective parties of the amounts described in this Section, and (ii) the receipt by the Collateral Agent of a certificate of the Debtor stating that all conditions precedent contained in this Section 2.6 have been satisfied, the Collateral Agent shall execute and deliver to the Debtor, at the Debtor's expense, such documents or instruments as are necessary to terminate the Collateral Agent's interest in the applicable Receivables and the proceeds thereof. Any such documents shall be prepared by or on behalf of the Debtor and shall specifically identify (by loan or account number and outstanding Principal Balance) the Receivables in which the Collateral Agent's security interest is to be released. The Debtor shall deliver to the Collateral Agent and the Deal Agent a computer file, microfiche list or printed list containing a true and complete list of all such Receivables to be released, identified by account number and principal balance as of the Cut-Off Date and/or Removal Date. Such file or list, when taken together with the list provided pursuant to Section 2.1 hereof shall constitute the Receivables Schedule as of such Removal Date after giving effect to such removal.

Release of Receivables. On any Business Day, provided that no Termination Event, Amortization Event, Event or Wind-Down Event or Incipient Coverage Shortfall shall have occurred, the Debtor shall have the right to require the Collateral Agent to release all of the Collateral Agent's right, title and interest in and to all or certain specified Receivables on the terms and conditions set forth herein (the effective date of any such release, the "REMOVAL DATE"). It shall be a condition precedent to any such release that (ai) after giving effect to any such release, the sum of (x) Net Investment and (y) accrued Carrying Costs shall not exceed the sum Noteholder's Percentage of (1) the Borrowing Base and (2) the amount on deposit in the Reserve Account (calculated after giving effect to any release of funds from the Reserve Account on such Removal Date)Base, such determination to be based on the most recent Monthly Debtor's Certificate delivered by the Debtor, (bii) such release does not result in a Termination Event, a Wind-Down Event or an Amortization Event, (ciii) the Debtor shall (iy) pay to the Collateral Agent for payment to the Noteholder on the day of receipt from the Debtor, an amount equal to the amount necessary, if any, to reduce the Net Investment such that the sum of (x) Net Investment and (y) accrued Carrying Costs does not exceed the Noteholder's Percentage of the Borrowing Base after giving effect to such release and (iiz) pay to the Collateral Agent for payment to the Noteholder on the day of receipt from the Debtor, an amount equal to all unpaid Carrying Costs (including Carrying Costs not yet accrued) to the extent reasonably determined by the Deal Administrative Agent to be attributable to that portion of the Net Investment to be reduced as a result of the payment referred to in clause (c)(i)(yy) above, (div) the Debtor shall have given the Collateral Agent Agent, the Surety Bond Provider and the Deal Administrative Agent at least five (5) days prior written notice of its intention to request the release of such Receivables, (ev) all amounts due under the Note Purchase Agreement and the Insurance Agreement, to the extent accrued to the date of such release or, at the option of the Collateral Agent, acting upon the written instructions of the Deal AgentCompany and the Surety Bond Provider, acting separately, accrued to such date and to accrue thereafter, shall have been reimbursed, reimbursed and (fvi) such release shall not materially and adversely affect the either Secured Party or any Purchaser and (gvii) such release shall include at least $5,000,000 in Principal Balance of Receivables; PROVIDED, HOWEVER, that there shall be no minimum release amount with respect to Ineligible Receivables. It is the intention of the parties that, to the extent the Company is the Noteholder and the Company is funding its interest in the Note through related Commercial Paper NotesPaper, the Debtor shall pay to the Collateral Agent such amounts as are required under this Section 2.6 on the Business Day preceding the maturity date of the Related Commercial Paper Notes issued by the Company to fund its interest in the Note. The Deal Agent agrees, subject to the provisions of the Administration Agreement, Company agrees to use its reasonable efforts to reinvest in overnight Eligible Investments any payments received by the Company from the Debtor in respect of maturing Commercial Paper prior to the Business Day preceding such maturity and remit the proceeds of such investments to the Debtor. The amount described in clause (c)(iiii)(y) above upon receipt by the Company shall be applied in reduction of the Net Investment. The Debtor shall also be obligated to pay to the Collateral Agent, the Company Company, the Surety Bond Provider and the Deal Administrative Agent the reasonable legal fees and expenses of the Collateral Agent, the Deal Surety Bond Provider, the Administrative Agent and the Company arising in connection with any such release. Upon (i) the deposit to the Collection Account and the payment to the respective parties of the amounts described in this Section, and (ii) the receipt by the Collateral Agent of a certificate of the Debtor stating that all conditions precedent contained in this Section 2.6 have been satisfied, the Collateral Agent shall execute and deliver to the Debtor, at the Debtor's expense, such documents or instruments as are necessary to terminate the Collateral Agent's interest in the applicable Receivables and the proceeds thereof. Any such documents shall be prepared by or on behalf of the Debtor and shall specifically identify (by loan or account number and outstanding Principal Balance) the Receivables in which the Collateral Agent's security interest is to be released. The Debtor shall deliver to the Collateral Agent Agent, the Surety Bond Provider and the Deal Administrative Agent a computer file, microfiche list or printed list containing a true and complete list of all such Receivables to be released, identified by account number and principal balance as of the Cut-Off Date and/or or Removal Date. Such file or list, when taken together with the list provided pursuant to Section 2.1 hereof shall constitute the Receivables Schedule as of such Removal Date after giving effect to such removal.