Common use of Repurchases of Transferred Receivables Clause in Contracts

Repurchases of Transferred Receivables. (i) If an Originator is required to repurchase Transferred Receivables from the Borrower pursuant to Section 4.04 of the Sale Agreement, upon payment by such Originator to the Concentration Account of the applicable repurchase price thereof (which repurchase price shall not be less than an amount equal to the Billed Amount of such Transferred Receivable minus the Collections received in respect thereof, the Administrative Agent on behalf of itself and the other Secured Parties shall release their liens on and security interests in the Transferred Receivables being so repurchased. (ii) If any Originator is to be merged or consolidated with (or sold or otherwise transferred to) any Person that is not a direct or indirect wholly-owned Subsidiary of the Parent or a division or business unit or certain assets of a Originator are to be sold to a Person that is not a direct or indirect wholly-owned Subsidiary of the Parent (any such transaction, an “Originator Disposition”) and the related Originator determines in its commercially reasonable judgment that it is impracticable to consummate such Originator Disposition unless all Transferred Receivables originated by such Originator (or, in the case of the sale of a division or business unit or certain assets of a Originator, the Transferred Receivables generated by such division, business unit or assets (such Transferred Receivables, the “Related Transferred Receivables”) are also transferred by such Originator (or, in the case of any merger or consolidation, are owned by such Originator at the time of such merger or consolidation) in connection with the related Originator Disposition, the Borrower may transfer all (and not less than all) of its Transferred Receivables (or, in the case of the sale of a division or business unit or certain assets of an Originator, the Related Transferred Receivables with respect to such Originator Disposition), in any case, without recourse, representation, warranty or covenant of any kind, to such Originator for a repurchase price equal to the Billed Amount of such Transferred Receivable minus the sum of Collections received in respect thereof but which may be paid, subject to the conditions set forth below and of the “Subordinated Note” executed in connection with the Sale Agreement, by a reduction in the outstanding balance of the related “Subordinated Loans” (as defined in the Sale Agreement) owing to the related Originator), and the Administrative Agent on behalf of the Secured Parties shall release the liens on and security interests in any such Transferred Receivables being so repurchased if the following conditions are satisfied: (a) after giving effect to such transfer and release, there shall not exist any Termination Event or Incipient Termination Event (including, without limitation, any Incipient Termination Event arising because of the occurrence of a Funding Excess); (b) at least five (5) Business Days prior to any such transfer and release, the Borrower shall have delivered, true, correct and complete copies of all documents to be executed or delivered in connection with the repurchase of the Transferred Receivables by the applicable Originator and, in the case of a transfer and release of all of the Transferred Receivables of a particular Originator, a release of such Originator from its continuing obligations under the Sale Agreement (other than those obligations which by the terms of the Sale Agreement survive the termination thereof) upon payment of the repurchase price for such Transferred Receivables, all of which shall be reasonably acceptable to the Administrative Agent (it being understood that the Borrower shall not, without the prior written consent of the Administrative Agent, sign or be bound by any agreements in connection with a Originator Disposition other than an instrument or assignment without recourse, representation, warranty or covenant by the Borrower);

Repurchases of Transferred Receivables. (i) If an Originator any Seller is required to repurchase Transferred Receivables from the Borrower pursuant to Section 4.04 of the Receivables Sale Agreement, upon payment by such Originator the applicable Seller to the Concentration a Collection Account of the applicable repurchase price thereof (which repurchase price shall not be less than an amount equal to the Billed Amount of such Transferred Receivable minus the sum of Collections received in respect thereof), the Administrative Agent on behalf of itself and the other Secured Parties shall release their the liens on and security interests in the Transferred Receivables being so repurchased. (ii) If any Originator Seller (or any division of any Seller) is to be merged or consolidated with (or sold or otherwise transferred to) any Person that is not neither a direct or indirect wholly-owned Subsidiary Seller nor an Affiliate of the Parent or a division or business unit or certain assets of a Originator are to be sold to a Person that is not a direct or indirect wholly-owned Subsidiary of the Parent any Seller (any such transaction, an a “Originator Seller Disposition”) and the related Originator Seller determines in its commercially reasonable judgment that it is impracticable to consummate such Originator Seller Disposition unless all Transferred Receivables originated by such Originator Seller (or, in the case of the sale of a division or business unit or certain assets of a Originator, the Transferred Receivables generated by such related division, business unit or assets (such Transferred Receivables, the “Related Transferred Receivables”) are also transferred by such Originator Seller (or, in the case of any merger or consolidation, are owned by such Originator Seller at the time of such merger or consolidation) in connection with the related Originator Seller Disposition, the Borrower may transfer all (and not less than all) of its Transferred Receivables originated by such Seller (or, in the case of the sale of a division or business unit or certain assets of an Originator, the Related Transferred Receivables with respect to such Originator Dispositiondivision), in any case, without recourse, representation, warranty or covenant of any kind, to such Originator Seller for a repurchase price equal to the Billed Amount of such Transferred Receivable minus the sum of Collections received in respect thereof but which may be paid, subject to the conditions set forth below and of the “Subordinated Note” executed in connection with the Receivables Sale Agreement, by a reduction in the outstanding balance of the related “Subordinated Loans” (as defined in the Receivables Sale Agreement) owing to the related OriginatorSeller), and the Administrative Agent on behalf of the Secured Parties shall release the liens on and security interests in any such the Transferred Receivables being so repurchased if the following conditions are satisfied: (aA) after giving effect to such transfer and release, there shall not exist any Termination Event or Incipient Termination Event (including, without limitation, any Incipient Termination Event arising because of the occurrence of a Funding Excess); (bB) at least five (5) Business Days prior to any such transfer and release, the Borrower shall have delivered, true, correct and complete copies of all documents to be executed or delivered in connection with the repurchase of the Transferred Receivables by the applicable Originator and, in the case of a transfer and release of all of the Transferred Receivables of a particular Originator, a release of such Originator from its continuing obligations under the Sale Agreement (other than those obligations which by the terms of the Sale Agreement survive the termination thereof) upon payment of the repurchase price for such Transferred ReceivablesSeller, all of which shall be reasonably acceptable to the Administrative Agent (it being understood that the Borrower shall not, without the prior written consent of the Administrative Agent, not sign or be bound by any agreements in connection with a Originator Seller Disposition other than an instrument or assignment without recourse, representation, warranty or covenant by the Borrower); (C) at least five (5) Business Days prior to any such transfer and release, the Borrower shall have delivered a written notice to the Administrative Agent of such Seller Transactions, certifying that the foregoing condition described in clause (A) above shall be satisfied after giving effect to such transfer and release, together with a pro forma Borrowing Base Certificate giving effect to such release and any concurrent repayment of Advances; and (D) the Borrower shall have delivered to the Administrative Agent such opinion letters and other documentation related to the repurchase of the Transferred Receivables by the applicable Seller and the proposed transfer of such Transferred Receivables to the applicable Seller in connection therewith as the Administrative Agent may reasonably request (which shall in any event include, without limitation, an opinion letter of qualified counsel with respect to issues of substantive nonconsolidation of the Borrower and confirming or reaffirming the “true sale” and “absolute transfer” of Receivables under the Receivables Sale Agreement); and (E) the Administrative Agent has consented to such repurchase (such consent not to be unreasonably withheld or delayed); provided, that no such consent with respect to repurchases of Transferred Receivables in connection with Seller Dispositions shall be required in any trailing twelve month period of which the aggregate Transferred Receivables related thereto do not exceed 10% of the aggregate Outstanding Balance of all Transferred Receivables originated during such trailing twelve month period. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, the Borrower shall have no obligation to any Seller to reconvey any Transferred Receivables to any Seller or any other Person in connection with any Seller Disposition.

Repurchases of Transferred Receivables. (i) If an Originator any Seller is required to repurchase Transferred Receivables from the Borrower pursuant to Section 4.04 of the Receivables Sale Agreement, upon payment by such Originator the applicable Seller to the Concentration a Collection Account of the applicable repurchase price thereof (which repurchase price shall not be less than an amount equal to the Billed Amount of such Transferred Receivable minus the sum of Collections received in respect thereof), the Administrative Agent on behalf of itself and the other Secured Parties shall release their the liens on and security interests in the Transferred Receivables being so repurchased. (ii) If (x) any Originator Seller is to be merged or consolidated with (or sold or otherwise transferred to) any Person that is not a direct or indirect wholly-owned Subsidiary of the Parent or a division or business unit or certain assets of a Originator Seller are to be sold to a Person that is not a direct or indirect wholly-owned Subsidiary of the Parent or (y) prior to the Restatement Effective Date, any Seller (or any division of any Seller) is to be merged, consolidated, sold or otherwise transferred in connection with the AS Separation (any such transactiontransaction pursuant to the foregoing clauses (x) or (y), an a “Originator Seller Disposition”) and the related Originator Seller determines in its commercially reasonable judgment that it is impracticable to consummate such Originator Seller Disposition unless all Transferred Receivables originated by such Originator Seller (or, in the case of the sale of a division or business unit or certain assets of a OriginatorSeller, the Transferred Receivables generated by such division, business unit or assets (such Transferred Receivables, the “Related Transferred Receivables”,” together with any future accounts receivable generated by such division, business unit or assets, the “Related Receivables” with respect to such Seller Disposition) are also transferred by such Originator Seller (or, in the case of any merger or consolidation, are owned by such Originator Seller at the time of such merger or consolidation) in connection with the related Originator Seller Disposition, the Borrower may transfer all (and not less than all) of its Transferred Receivables originated by such Seller (or, in the case of the sale of a division or business unit or certain assets of an Originatora Seller, the Related Transferred Receivables with respect to such Originator Seller Disposition), in any case, without recourse, representation, warranty or covenant of any kind, to such Originator Seller for a repurchase price equal to the Billed Amount of such Transferred Receivable minus the sum of Collections received in respect thereof but which may be paid, subject to the conditions set forth below and of the “Subordinated Note” executed in connection with the Receivables Sale Agreement, by a reduction in the outstanding balance of the related “Subordinated Loans” (as defined in the Receivables Sale Agreement) owing to the related OriginatorSeller), and the Administrative Agent on behalf of the Secured Parties shall release the liens on and security interests in any such the Transferred Receivables being so repurchased if the following conditions are satisfied: (aA) after giving effect to such transfer and release, there shall not exist any Termination Event or Incipient Termination Event (including, without limitation, any Incipient Termination Event arising because of the occurrence of a Funding Excess); (bB) at least five (5) Business Days prior to any such transfer and release, the Borrower shall have delivered, true, correct and complete copies of all documents to be executed or delivered in connection with the repurchase of the Transferred Receivables by the applicable Originator Seller and, in the case of a transfer and release of all of the Transferred Receivables of a particular OriginatorSeller, a release of such Originator Seller from its continuing obligations under the Receivables Sale Agreement (other than those obligations which by the terms of the Receivables Sale Agreement survive the termination thereof) upon payment of the repurchase price for such Transferred Receivables, all of which shall be reasonably acceptable to the Administrative Agent (it being understood that the Borrower shall not, without the prior written consent of the Administrative Agent, not sign or be bound by any agreements in connection with a Originator Seller Disposition other than an instrument or assignment without recourse, representation, warranty or covenant by the Borrower); (C) at least five (5) Business Days prior to any such transfer and release, the Borrower shall have delivered a written notice to the Administrative Agent of such Seller Transactions, certifying that the foregoing condition described in clause (A) above shall be satisfied after giving effect to such transfer and release, together with a pro forma Borrowing Base Certificate giving effect to such release and any concurrent repayment of Advances; (D) the Borrower shall have delivered to the Administrative Agent such opinion letters and other documentation related to the repurchase of the Transferred Receivables by the applicable Seller and the proposed transfer of such Transferred Receivables to the applicable Seller in connection therewith as the Administrative Agent may reasonably request (which shall in any event include, without limitation, an opinion letter of qualified counsel with respect to issues of substantive nonconsolidation of the Borrower and confirming or reaffirming the “true sale” and “absolute transfer” of Receivables under the Receivables Sale Agreement and, in the case of a transfer and release of Related Transferred Receivables with respect to a Seller Disposition, with respect to the creation and perfection of the security interest of the Borrower and the Administrative Agent in the remaining Receivables of the applicable Seller); and (E) the Administrative Agent has consented to such repurchase (such consent not to be unreasonably withheld or delayed); provided, that no such consent with respect to repurchases of Transferred Receivables in connection with Seller Dispositions shall be required in any trailing twelve month period of which the aggregate Transferred Receivables related thereto do not exceed 10% of the aggregate Outstanding Balance of all Transferred Receivables originated during such trailing twelve month period. The Administrative Agent and the Lenders agree that, in the case of a transfer and release of Related Transferred Receivables with respect to a Seller Disposition, at the sole cost and expense of the Borrower, they shall cooperate in good faith to negotiate and execute such documents and instruments as they may deem necessary or desirable to effect the release of such Related Transferred Receivables and to exclude the Related Receivables from future sales by the applicable Seller to the Borrower pursuant to the Receivables Sale Agreement, including, without limitation, amendments to this Agreement or the Receivables Sale Agreement and amendments to the applicable financing statements filed in connection with this Agreement and the Receivables Sale Agreement. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, the Borrower shall have no obligation to any Seller to reconvey any Transferred Receivables to any Seller or any other Person in connection with any Seller Disposition.

Repurchases of Transferred Receivables. (i) If an Originator any Seller is required to repurchase Transferred Receivables from the Borrower pursuant to Section 4.04 of the Receivables Sale Agreement, upon payment by such Originator the applicable Seller to the Concentration a Collection Account of the applicable repurchase price thereof (which repurchase price shall not be less than an amount equal to the Billed Amount of such Transferred Receivable minus the sum of Collections received in respect thereof), the Administrative Agent on behalf of itself and the other Secured Parties shall release their the liens on and security interests in the Transferred Receivables being so repurchased. (ii) If any Originator Seller (or any division of any Seller) is to be merged or consolidated with (or sold or otherwise transferred to) any Person that is not a direct or indirect wholly-owned Subsidiary of the Parent or a division or business unit or certain assets of a Originator are to be sold to a Person that is not a direct or indirect wholly-owned Subsidiary of the Parent (any such transaction, an a “Originator Seller Disposition”) and the related Originator Seller determines in its commercially reasonable judgment that it is impracticable to consummate such Originator Seller Disposition unless all Transferred Receivables originated by such Originator Seller (or, in the case of the sale of a division or business unit or certain assets of a Originator, the Transferred Receivables generated by such related division, business unit or assets (such Transferred Receivables, the “Related Transferred Receivables”) are also transferred by such Originator Seller (or, in the case of any merger or consolidation, are owned by such Originator Seller at the time of such merger or consolidation) in connection with the related Originator Seller Disposition, the Borrower may transfer all (and not less than all) of its Transferred Receivables originated by such Seller (or, in the case of the sale of a division or business unit or certain assets of an Originator, the Related Transferred Receivables with respect to such Originator Dispositiondivision), in any case, without recourse, representation, warranty or covenant of any kind, to such Originator Seller for a repurchase price equal to the Billed Amount of such Transferred Receivable minus the sum of Collections received in respect thereof but which may be paid, subject to the conditions set forth below and of the “Subordinated Note” executed in connection with the Receivables Sale Agreement, by a reduction in the outstanding balance of the related “Subordinated Loans” (as defined in the Receivables Sale Agreement) owing to the related OriginatorSeller), and the Administrative Agent on behalf of the Secured Parties shall release the liens on and security interests in any such the Transferred Receivables being so repurchased if the following conditions are satisfied: (aA) after giving effect to such transfer and release, there shall not exist any Termination Event or Incipient Termination Event (including, without limitation, any Incipient Termination Event arising because of the occurrence of a Funding Excess); (bB) at least five (5) Business Days prior to any such transfer and release, the Borrower shall have delivered, true, correct and complete copies of all documents to be executed or delivered in connection with the repurchase of the Transferred Receivables by the applicable Originator and, in the case of a transfer and release of all of the Transferred Receivables of a particular Originator, a release of such Originator from its continuing obligations under the Sale Agreement (other than those obligations which by the terms of the Sale Agreement survive the termination thereof) upon payment of the repurchase price for such Transferred ReceivablesSeller, all of which shall be reasonably acceptable to the Administrative Agent (it being understood that the Borrower shall not, without the prior written consent of the Administrative Agent, not sign or be bound by any agreements in connection with a Originator Seller Disposition other than an instrument or assignment without recourse, representation, warranty or covenant by the Borrower); (C) at least five (5) Business Days prior to any such transfer and release, the Borrower shall have delivered a written notice to the Administrative Agent of such Seller Transactions, certifying that the foregoing condition described in clause (A) above shall be satisfied after giving effect to such transfer and release, together with a pro forma Borrowing Base Certificate giving effect to such release and any concurrent repayment of Advances; and (D) the Borrower shall have delivered to the Administrative Agent such opinion letters and other documentation related to the repurchase of the Transferred Receivables by the applicable Seller and the proposed transfer of such Transferred Receivables to the applicable Seller in connection therewith as the Administrative Agent may reasonably request (which shall in any event include, without limitation, an opinion letter of qualified counsel with respect to issues of substantive nonconsolidation of the Borrower and confirming or reaffirming the “true sale” and “absolute transfer” of Receivables under the Receivables Sale Agreement); and (E) the Administrative Agent has consented to such repurchase (such consent not to be unreasonably withheld or delayed); provided, that no such consent with respect to repurchases of Transferred Receivables in connection with Seller Dispositions shall be required in any trailing twelve month period of which the aggregate Transferred Receivables related thereto do not exceed 10% of the aggregate Outstanding Balance of all Transferred Receivables originated during such trailing twelve month period. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, the Borrower shall have no obligation to any Seller to reconvey any Transferred Receivables to any Seller or any other Person in connection with any Seller Disposition.

Repurchases of Transferred Receivables. (i) If an Originator any Seller is required to repurchase Transferred Receivables from the Borrower pursuant to Section 4.04 of the Receivables Sale Agreement, upon payment by such Originator the applicable Seller to the Concentration a Collection Account of the applicable repurchase price thereof (which repurchase price shall not be less than an amount equal to the Billed Amount of such Transferred Receivable minus the sum of Collections received in respect thereof), the Administrative Agent on behalf of itself and the other Secured Parties shall release their the liens on and security interests in the Transferred Receivables being so repurchased. (ii) If (x) any Originator Seller is to be merged or consolidated with (or sold or otherwise transferred to) any Person that is not a direct or indirect wholly-owned Subsidiary of the Parent or a division or business unit or certain assets of a Originator Seller are to be sold to a Person that is not a direct or indirect wholly-owned Subsidiary of the Parent or (y) any Seller (or any division of any Seller) is to be merged, consolidated, sold or otherwise transferred in connection with the AS Separation (any such transactiontransaction pursuant to the foregoing clauses (x) or (y), an a “Originator Seller Disposition”) and the related Originator Seller determines in its commercially reasonable judgment that it is impracticable to consummate such Originator Seller Disposition unless all Transferred Receivables originated by such Originator Seller (or, in the case of the sale of a division or business unit or certain assets of a OriginatorSeller, the Transferred Receivables generated by such division, business unit or assets (such Transferred Receivables, the “Related Transferred Receivables”) are also transferred by such Originator (or, in the case of ,” together with any merger or consolidation, are owned by such Originator at the time of such merger or consolidation) in connection with the related Originator Disposition, the Borrower may transfer all (and not less than all) of its Transferred Receivables (or, in the case of the sale of a division or business unit or certain assets of an Originator, the Related Transferred Receivables with respect to such Originator Disposition), in any case, without recourse, representation, warranty or covenant of any kind, to such Originator for a repurchase price equal to the Billed Amount of such Transferred Receivable minus the sum of Collections received in respect thereof but which may be paid, subject to the conditions set forth below and of the “Subordinated Note” executed in connection with the Sale Agreement, by a reduction in the outstanding balance of the related “Subordinated Loans” (as defined in the Sale Agreement) owing to the related Originator), and the Administrative Agent on behalf of the Secured Parties shall release the liens on and security interests in any such Transferred Receivables being so repurchased if the following conditions are satisfied: (a) after giving effect to such transfer and release, there shall not exist any Termination Event or Incipient Termination Event (including, without limitation, any Incipient Termination Event arising because of the occurrence of a Funding Excess); (b) at least five (5) Business Days prior to any such transfer and release, the Borrower shall have delivered, true, correct and complete copies of all documents to be executed or delivered in connection with the repurchase of the Transferred Receivables by the applicable Originator and, in the case of a transfer and release of all of the Transferred Receivables of a particular Originator, a release of such Originator from its continuing obligations under the Sale Agreement (other than those obligations which by the terms of the Sale Agreement survive the termination thereof) upon payment of the repurchase price for such Transferred Receivables, all of which shall be reasonably acceptable to the Administrative Agent (it being understood that the Borrower shall not, without the prior written consent of the Administrative Agent, sign or be bound by any agreements in connection with a Originator Disposition other than an instrument or assignment without recourse, representation, warranty or covenant by the Borrower);future