Common use of SALES OF ACCOUNTS RECEIVABLE Clause in Contracts

SALES OF ACCOUNTS RECEIVABLE. The Company may, and any of its Restricted Subsidiaries may, sell at any time and from time to time, accounts receivable and or notes receivables and related assets to an Accounts Receivable Subsidiary; provided that (i) the aggregate consideration received in each such sale is a least equal to the aggregate fair market value of the receivables sold, as determined by the Management Committee in good faith, (ii) no less than 80% of the consideration received in each such sale consists of either cash or a promissory note (a "Promissory Note") which is subordinated to no Indebtedness or obligation other than the financial institution or other entity providing the financing to the Accounts Receivable Subsidiary with respect to such accounts receivable (the "Financier") or an Equity Interest in such Accounts Receivable Subsidiary; provided further that the initial sale will include all accounts receivable of the Company and/or its Restricted Subsidiaries that are party to such arrangements that constitute eligible receivables under such arrangements, (iii) the cash proceeds received from the initial sale less reasonable and customary transaction costs will be deemed to be Net Proceeds and will be applied in accordance with the second paragraph of Section 4.10 hereof, and (iv) the Company and its Restricted Subsidiaries will sell all accounts receivables that constitute eligible receivables under such arrangements to the Accounts Receivable Subsidiary no less frequently than on a weekly basis. The Company (i) shall not permit any Accounts Receivable Subsidiary to sell any accounts receivable purchased from the Company or any of its Restricted Subsidiaries to any other person except on an arms-length basis and solely for consideration in the form of cash or Cash Equivalents, (ii) will not permit the Accounts Receivable Subsidiary to engage in any business or transaction other than the purchase, financing and sale of accounts receivable of the Company and its Restricted Subsidiaries and activities incidental thereto, (iii) will not permit any Accounts Receivable Subsidiary to incur Indebtedness in an amount in excess of the book value of such Accounts Receivable Subsidiary's total assets, as determined in accordance with GAAP, (iv) will, at least as frequently as monthly, cause the Accounts Receivable Subsidiary to remit to the Company as payment on the Promissory Notes or a dividend, all available cash or Cash Equivalents not held in a collection account pledged to a Financier, to the extent not applied to pay or maintain reserves for reasonable operating expenses of the Accounts Receivable Subsidiary or to satisfy reasonable minimum operating capital requirements and (v) will not, and will not permit any of its Subsidiaries to, sell accounts receivable to any Accounts Receivable Subsidiary upon (1) the occurrence of a Default with respect to the Company and its Restricted Subsidiaries and (2) the occurrence of certain events of bankruptcy or insolvency with respect to such Accounts Receivable Subsidiary.

SALES OF ACCOUNTS RECEIVABLE. The Company may, and any of its Restricted Subsidiaries may, sell sell, at any time and from time to time, all of their respective accounts receivable and or notes receivables (and related assets general intangibles) to an Accounts Receivable Subsidiary; provided that (i) the aggregate consideration cash received in each such sale is a least equal to not less than 90% of the aggregate fair market face value of the receivables sold, as determined by sold and the Management Committee in good faith, (ii) no less than 80% remainder of the consideration received in each such sale consists of either cash or is a promissory note (a "Promissory Note") which is subordinated --------------- to no Indebtedness or obligation other than that due to the financial institution or other entity providing the financing to the Accounts Receivable Subsidiary with respect to such accounts receivable (the a "Financier") or an Equity Interest in such Accounts Receivable Subsidiary); provided --------- further that the initial sale will Initial Sale shall include all eligible accounts receivable of the Company and/or its Restricted Subsidiaries that are shall be party to such arrangements that constitute eligible receivables under such arrangementsin existence on the date of the Initial Sale, (iiiii) the cash proceeds received from the initial sale Initial Sale less reasonable and customary transaction costs will be deemed to be Net Cash Proceeds and will shall be applied in accordance with the second paragraph of Section 4.10 hereof, 4.16; and (iviii) the Company and its Restricted Subsidiaries will shall sell all their accounts receivables that constitute eligible receivables under such arrangements receivable to the Accounts Receivable Subsidiary no less frequently than on a weekly basis. The Company (i) shall not permit any Accounts Receivable Subsidiary to sell any accounts receivable purchased from the Company or any of its Restricted Subsidiaries to any other person except on an armsarm's-length basis and solely for consideration in the form of cash or Cash Equivalents, (ii) will shall not permit the Accounts Receivable Subsidiary to engage in any business or transaction other than the purchase, financing and sale of accounts receivable of the Company and its Restricted Subsidiaries and activities incidental thereto, (iii) will shall not permit any Accounts Receivable Subsidiary to incur Indebtedness in an amount in excess of the book value of such Accounts Receivable Subsidiary's total assets, as determined in accordance with GAAP, (iv) willshall, at least as frequently as monthly, cause the Accounts Receivable Subsidiary to remit to the Company as payment on the Promissory Notes or a dividendNotes, all available cash or Cash Equivalents not held in a collection account pledged to a Financier, to the extent not applied to pay or maintain reserves for reasonable operating expenses of the Accounts Receivable Subsidiary or to satisfy reasonable minimum operating capital requirements and (v) will shall not, and will shall not permit any of its Subsidiaries to, sell accounts receivable to any Accounts Receivable Subsidiary upon (1) the occurrence of a Default with respect to the Company and its Restricted Subsidiaries and (2) the occurrence of certain any of the events of bankruptcy or insolvency specified in Section 6.1(6) with respect to such Accounts Receivable Subsidiary.

SALES OF ACCOUNTS RECEIVABLE. The Company Grove Investors may, and any of its Restricted Subsidiaries may, sell at any time and from time to time, accounts receivable and or notes Debentures receivables and related assets to an Accounts Receivable Subsidiary; provided PROVIDED that (i) the aggregate consideration received in each such sale is a least equal to the aggregate fair market value of the receivables sold, as determined by the Management Committee in good faith, (ii) no less than 80% of the consideration received in each such sale consists of either cash or a promissory note (a "Promissory NotePROMISSORY NOTE") which is subordinated to no Indebtedness or obligation other than the financial institution or other entity providing the financing to the Accounts Receivable Subsidiary with respect to such accounts receivable (the "FinancierFINANCIER") or an Equity Interest in such Accounts Receivable Subsidiary; provided further PROVIDED FURTHER that the initial sale will shall include all accounts receivable of the Company Grove Investors and/or its Restricted Subsidiaries that are party to such arrangements that constitute eligible receivables under such arrangements, and (iii) the cash proceeds received from the initial sale less reasonable and customary transaction costs will be deemed to be Net Proceeds and will be applied in accordance with the second paragraph of Section 4.10 hereof, and (iv) the Company Grove Investors and its Restricted Subsidiaries will shall sell all accounts receivables that constitute eligible receivables under such arrangements to the Accounts Receivable Subsidiary no less frequently than on a weekly basis. The Company Grove Investors (i) shall not permit any Accounts Receivable Subsidiary to sell any accounts receivable purchased from the Company Grove Investors or any of its Restricted Subsidiaries to any other person except on an arms-length basis and solely for consideration in the form of cash or Cash Equivalents, (ii) will shall not permit the Accounts Receivable Subsidiary to engage in any business or transaction other than the purchase, financing and sale of accounts receivable of the Company Grove Investors and its Restricted Subsidiaries and activities incidental thereto, (iii) will shall not permit any Accounts Receivable Subsidiary to incur Indebtedness in an amount in excess of the book value of such Accounts Receivable Subsidiary's total assets, as determined in accordance with GAAP, (iv) willshall, at least as frequently as monthly, cause the Accounts Receivable Subsidiary to remit to the Company Grove Investors as payment on the Promissory Notes or a dividend, all available cash or Cash Equivalents not held in a collection account pledged to a Financier, to the extent not applied to pay or maintain reserves for reasonable operating expenses of the Accounts Receivable Subsidiary or to satisfy reasonable minimum operating capital requirements and (v) will shall not, and will shall not permit any of its Subsidiaries to, sell accounts receivable to any Accounts Receivable Subsidiary upon (1) the occurrence of a Default with respect to the Company Grove Investors and its Restricted Subsidiaries and (2) the occurrence of certain events of bankruptcy or insolvency with respect to such Accounts Receivable Subsidiary.

SALES OF ACCOUNTS RECEIVABLE. The Company may, and any of its Restricted Subsidiaries may, sell sell, at any time and from time to time, all of their respective accounts receivable and or notes receivables and related assets to an Accounts Receivable Subsidiary; provided that (i) the aggregate consideration cash received in each such sale is a least equal to not less than 90% of the aggregate fair market face value of the receivables sold, as determined by sold and the Management Committee in good faith, (ii) no less than 80% remainder of the consideration received in each such sale consists of either cash or is a promissory note (a "Promissory Note") which is subordinated to no Indebtedness --------------- or obligation other than that due to the financial institution or other entity providing the financing to the Accounts Receivable Subsidiary with respect to such accounts receivable (the a "Financier") or an Equity Interest in such Accounts Receivable Subsidiary); provided further that the initial sale will Initial Sale --------- shall include all eligible accounts receivable of the Company and/or its Restricted Subsidiaries that are shall be party to such arrangements that constitute eligible receivables under such arrangementsin existence on the date of the Initial Sale, (iiiii) the cash proceeds received from the initial sale Initial Sale less reasonable and customary transaction costs will be deemed to be Net Cash Proceeds and will shall be applied in accordance with the second paragraph of Section 4.10 hereof, 4.16; and (iviii) the Company and its Restricted Subsidiaries will shall sell all their accounts receivables that constitute eligible receivables under such arrangements receivable to the Accounts Receivable Subsidiary no less frequently than on a weekly basis. The Company (i) shall not permit any Accounts Receivable Subsidiary to sell any accounts receivable purchased from the Company or any of its Restricted Subsidiaries to any other person except on an armsarm's-length basis and solely for consideration in the form of cash or Cash Equivalents, (ii) will shall not permit the Accounts Receivable Subsidiary to engage in any business or transaction other than the purchase, financing and sale of accounts receivable of the Company and its Restricted Subsidiaries and activities incidental thereto, (iii) will shall not permit any Accounts Receivable Subsidiary to incur Indebtedness in an amount in excess of the book value of such Accounts Receivable Subsidiary's total assets, as determined in accordance with GAAP, (iv) willshall, at least as frequently as monthly, cause the Accounts Receivable Subsidiary to remit to the Company Company, or the relevant Restricted Subsidiary, as the case may be, as payment on the Promissory Notes or a dividendNotes, all available cash or Cash Equivalents not held in a collection account pledged to a Financier, to the extent not applied to pay or maintain reserves for reasonable operating expenses of the Accounts Receivable Subsidiary or to satisfy reasonable minimum operating capital requirements and (v) will shall not, and will shall not permit any of its Restricted Subsidiaries to, sell accounts receivable to any Accounts Receivable Subsidiary upon (1) the occurrence of a Default with respect to the Company and its Restricted Subsidiaries and (2) the occurrence of certain any of the events of bankruptcy or insolvency specified in Section 6.1(6) with respect to such Accounts Receivable Subsidiary.

SALES OF ACCOUNTS RECEIVABLE. The Company maySell, and any transfer or dispose of its Restricted Subsidiaries may, sell at any time and from time to time, accounts receivable and ---------------------------- (with or notes receivables and related assets to an Accounts Receivable Subsidiary; provided that (i) the aggregate consideration received in each such sale is a least equal to the aggregate fair market value of the receivables sold, as determined by the Management Committee in good faith, (ii) no less than 80% of the consideration received in each such sale consists of either cash or a promissory note (a "Promissory Note") which is subordinated to no Indebtedness or obligation other than the financial institution or other entity providing the financing to the Accounts Receivable Subsidiary with respect to such accounts receivable (the "Financier"without recourse) or an Equity Interest in such Accounts Receivable Subsidiary; provided further that the initial sale will include all accounts receivable of the Company and/or its Restricted Subsidiaries that are party to such arrangements that constitute eligible receivables under such arrangementsotherwise finance, (iii) the cash proceeds received from the initial sale less reasonable and customary transaction costs will be deemed to be Net Proceeds and will be applied in accordance with the second paragraph of Section 4.10 hereof, and (iv) the Company and its Restricted Subsidiaries will sell all accounts receivables that constitute eligible receivables under such arrangements to the Accounts Receivable Subsidiary no less frequently than on a weekly basis. The Company (i) shall not permit any Accounts Receivable Subsidiary to sell any accounts receivable purchased from the Company or any of its Restricted Subsidiaries to any other person except on an arms-length basis and solely for consideration in the form of cash or Cash Equivalents, (ii) will not permit the Accounts Receivable Subsidiary to engage in any business or transaction other than the purchase, financing and sale of accounts receivable of the Company and its Restricted Subsidiaries and activities incidental thereto, (iii) will not permit any Accounts Receivable Subsidiary to incur Indebtedness in an amount in excess of the book value of such Accounts Receivable Subsidiary's total assets, as determined in accordance with GAAP, (iv) will, at least as frequently as monthly, cause the Accounts Receivable Subsidiary to remit to the Company as payment on the Promissory Notes or a dividend, all available cash or Cash Equivalents not held in a collection account pledged to a Financier, to the extent not applied to pay or maintain reserves for reasonable operating expenses of the Accounts Receivable Subsidiary or to satisfy reasonable minimum operating capital requirements and (v) will not, and will not permit any of its Subsidiaries toto sell, transfer or dispose of (with or without recourse) or otherwise finance, accounts receivable except (i) Merisel Canada or Merisel ------ Americas may sell accounts receivable to any Accounts Receivable Subsidiary upon (1) the occurrence of a Default with respect pursuant to the Company securitization programs identified on Schedule III hereto (the "Existing Receivables Programs"); ----------------------------- provided that any renewal, amendment, replacement or refinancing of any Existing -------- Receivables Program shall not be on terms more adverse to Merisel Canada or Merisel Americas, as the case may be, than the terms of the Existing Receivables Program being so renewed, amended, replaced or refinanced (it being agreed that an increase in the interest rate is not an adverse change); (ii) Merisel Americas and its Restricted wholly- owned Subsidiaries may sell or transfer accounts receivable to Merisel Americas and its wholly-owned Subsidiaries; provided that the aggregate value of such -------- accounts receivable sold or transferred by Merisel Americas and its wholly-owned Subsidiaries under this Section 5.02(j)(ii) to Persons other than Merisel Americas and its wholly-owned Subsidiaries shall not exceed $0; and (2iii) Merisel Parent may, and may permit its Subsidiaries to, enter into one or more transactions occurring after January 31, 1998 (other than those referred to in clause (ii) above, each such transaction being referred to herein as a "Receivables Program") involving the occurrence sale or other financing by Merisel Parent ------------------- or its Subsidiaries of certain events accounts receivable arising in the ordinary course of bankruptcy business of Merisel Parent or insolvency with respect its Subsidiaries; and provided further that 60% of -------- ------- the proceeds of all such Receivables Programs shall be applied to such Accounts Receivable Subsidiaryrepay any outstanding amount under any revolving credit facility permitted under Section 5.02(b)(i).

SALES OF ACCOUNTS RECEIVABLE. The Company may, and any of its Restricted Subsidiaries may, sell at any time and from time to time, all of their respective accounts receivable and or notes receivables and related assets to an Accounts Receivable Subsidiary; provided PROVIDED that (i) the aggregate consideration cash received in each such sale is a least equal to not less than 90% of the aggregate fair market face value of the receivables sold, as determined by sold and the Management Committee in good faith, (ii) no less than 80% remainder of the consideration received in each such sale consists of either cash or is a promissory note (a "Promissory Note") which is subordinated to no Indebtedness or obligation other than the financial institution or other entity providing the financing to the Accounts Receivable Subsidiary with respect to such accounts receivable (the a "Financier") or an Equity Interest in such Accounts Receivable Subsidiary); provided further PROVIDED FURTHER that the initial sale Initial Sale will include all eligible accounts receivable of the Company and/or its Restricted Subsidiaries that are will be party to such arrangements that constitute eligible receivables under such arrangementsin existence on the date of the Initial Sale, (iiiii) the cash proceeds received from the initial sale Initial Sale less reasonable and customary transaction costs will be deemed to be Net Proceeds and will be applied in accordance with the second paragraph of Section 4.10 hereof, ; and (iviii) the Company and its Restricted Subsidiaries will sell all their accounts receivables that constitute eligible receivables under such arrangements receivable to the Accounts Receivable Subsidiary no less frequently than on a weekly basis. The Company (i) shall not permit any Accounts Receivable Subsidiary to sell any accounts receivable purchased from the Company or any of its Restricted Subsidiaries to any other person except on an arms-length basis and solely for consideration in the form of cash or Cash EquivalentsMarketable Securities, (ii) will shall not permit the Accounts Receivable Subsidiary to engage in any business or transaction other than the purchase, financing and sale of accounts receivable of the Company and its Restricted Subsidiaries and activities incidental thereto, (iii) will shall not permit any Accounts Receivable Subsidiary to incur Indebtedness in an amount in excess of the book value of such Accounts Receivable Subsidiary's total assets, as determined in accordance with GAAP, (iv) willshall, at least as frequently as monthly, cause the Accounts Receivable Subsidiary to remit to the Company as payment on the Promissory Notes or a dividendNotes, all available cash or Cash Equivalents Marketable Securities not held in a collection account pledged to a Financier, to the extent not applied to pay or maintain reserves for reasonable operating expenses of the Accounts Receivable Subsidiary or to satisfy reasonable minimum operating capital requirements and (v) will shall not, and will shall not permit any of its Subsidiaries to, sell accounts receivable to any Accounts Receivable Subsidiary upon (1) the occurrence of a Default with respect to the Company and its Restricted Subsidiaries and (2) the occurrence of certain events of bankruptcy any event specified in Section 6.01(vii) or insolvency (viii) (without giving effect to any grace periods specified therein) with respect to such Accounts Receivable Subsidiary.

SALES OF ACCOUNTS RECEIVABLE. The Company Holdings may, and any of its Restricted Subsidiaries may, sell at any time and from time to time, accounts receivable and or notes receivables and related assets to an Accounts Receivable Subsidiary; provided that (i) the aggregate consideration received in each such sale is a least equal to the aggregate fair market value of the receivables sold, as determined by the Management Committee in good faith, (ii) no less than 80% of the consideration received in each such sale consists of either cash or a promissory note (a "Promissory Note") which is subordinated to no Indebtedness or obligation other than the financial institution or other entity providing the financing to the Accounts Receivable Subsidiary with respect to such accounts receivable (the "Financier") or an Equity Interest in such Accounts Receivable Subsidiary; provided further that the initial sale will include all accounts receivable of the Company Holdings and/or its Restricted Subsidiaries that are party to such arrangements that constitute eligible receivables under such arrangements, (iii) the cash proceeds received from the initial sale less reasonable and customary transaction costs will shall be deemed to be Net Proceeds and will shall be applied in accordance with the second paragraph of Section 4.10 hereof, and (iv) the Company Holdings and its Restricted Subsidiaries will shall sell all accounts receivables receivable that constitute eligible receivables under such arrangements to the Accounts Receivable Subsidiary no less frequently than on a weekly basis. The Company Holdings (i) shall not permit any Accounts Receivable Subsidiary to sell any accounts receivable purchased from the Company Holdings or any of its Restricted Subsidiaries to any other person except on an arms-length basis and solely for consideration in the form of cash or Cash Equivalents, (ii) will shall not permit the Accounts Receivable Subsidiary to engage in any business or transaction other than the purchase, financing and sale of accounts receivable of the Company Holdings and its Restricted Subsidiaries and activities incidental thereto, (iii) will shall not permit any Accounts Receivable Subsidiary to incur Indebtedness in an amount in excess of the book value of such Accounts Receivable Subsidiary's total assets, as determined in accordance with GAAP, (iv) willshall, at least as frequently as monthly, cause the Accounts Receivable Subsidiary to remit to the Company Holdings or any of its Restricted Subsidiaries, as payment on the Promissory Notes or a dividend, all available cash or Cash Equivalents not held in a collection account pledged to a Financier, to the extent not applied to pay or maintain reserves for reasonable operating expenses of the Accounts Receivable Subsidiary or to satisfy reasonable minimum operating capital requirements and (v) will shall not, and will shall not permit any of its Subsidiaries to, sell accounts receivable to any Accounts Receivable Subsidiary upon (1) the occurrence of a Default with respect to the Company Holdings and its Restricted Subsidiaries and (2) the occurrence of certain events of bankruptcy or insolvency with respect to such Accounts Receivable Subsidiary.

SALES OF ACCOUNTS RECEIVABLE. The Company may, and any of its Restricted Subsidiaries may, sell sell, at any time and from time to time, all of their respective accounts receivable and or notes receivables and related assets to an Accounts Receivable Subsidiary; provided that PROVIDED that (i) the cash received in each such sale is not less than 90% of the aggregate face value of the receivables sold and the remainder of the consideration received in each such sale is a least equal to the aggregate fair market value of the receivables sold, as determined by the Management Committee in good faith, (ii) no less than 80% of the consideration received in each such sale consists of either cash or a promissory note (a "Promissory NotePROMISSORY NOTE") which is subordinated to no Indebtedness or obligation other than the financial institution or other entity providing the financing to the Accounts Receivable Subsidiary with respect to such accounts receivable (the a "FinancierFINANCIER") or an Equity Interest in such Accounts Receivable Subsidiary); provided further PROVIDED, FURTHER, that the initial sale Initial Sale will include all eligible accounts receivable of the Company and/or its Restricted Subsidiaries that are will be party to such arrangements that constitute eligible receivables under such arrangements, in existence on the date of the Initial Sale; (iiiii) the cash proceeds received from the initial sale Initial Sale less reasonable and customary transaction costs will be deemed to be Net Proceeds and will be applied in accordance with the second paragraph of Section 4.10 hereof, and ; and (iviii) the Company and its Restricted Subsidiaries will shall sell all their accounts receivables that constitute eligible receivables under such arrangements receivable to the Accounts Receivable Subsidiary no less frequently than on a weekly basis. The Company Company (i) shall not permit any Accounts Receivable Subsidiary to sell any accounts receivable purchased from the Company or any of its Restricted Subsidiaries to any other person Person except on an armsarm's-length basis and solely for consideration in the form of cash or Cash Equivalents, Marketable Securities; (ii) will shall not permit the Accounts Receivable Subsidiary to engage in any business or transaction other than the purchase, financing and sale of accounts receivable of the Company and its Restricted Subsidiaries and activities incidental thereto, ; (iii) will shall not permit any Accounts Receivable Subsidiary to incur Indebtedness in an amount in excess of the book value of such Accounts Receivable Subsidiary's total assets, as determined in accordance with GAAP, ; (iv) willshall, at least as frequently as monthly, cause the Accounts Receivable Subsidiary to remit to the Company as payment on the Promissory Notes or a dividendNotes, all available cash or Cash Equivalents Marketable Securities not held in a collection account pledged to a Financier, to the extent not applied to pay or maintain reserves for reasonable operating expenses of the Accounts Receivable Subsidiary or to satisfy reasonable minimum operating capital requirements and requirements; and (v) will shall not, and will shall not permit any of its Subsidiaries to, sell accounts receivable to any Accounts Receivable Subsidiary upon (1) the occurrence of a Default with respect to the Company and its Restricted Subsidiaries and (2) the occurrence of certain events of bankruptcy any event specified in Section 6.01(vii) or insolvency (viii) (without giving effect to any grace periods specified therein) with respect to such Accounts Receivable Subsidiary.

SALES OF ACCOUNTS RECEIVABLE. The Company Borrower may, and may permit its Subsidiaries to: (a) in any of its Restricted Subsidiaries maycalendar year, sell at any time and from time to timesell, without recourse, accounts receivable arising in the ordinary course of business in an aggregate face amount not exceeding $25,000,000, (b) in any calendar year, sell, with recourse, accounts receivable arising in the ordinary course of business in an amount not exceeding 10% of Consolidated Tangible Net Worth as at the beginning of such calendar year and (c) enter into one or notes receivables and related assets more transactions or programs (each such transaction or program being referred to an Accounts Receivable Subsidiary; provided that herein as a "Receivables Program") involving (i) the aggregate consideration received in each such sale is a least equal to the aggregate fair market value of the receivables sold, as determined by the Management Committee in good faith, (ii) no less than 80% of the consideration received in each such sale consists of either cash or a promissory note (a "Promissory Note") which is subordinated to no Indebtedness or obligation other than the financial institution or other entity providing the financing to the Accounts Receivable Subsidiary with respect to such accounts receivable (the "Financier") or an Equity Interest in such Accounts Receivable Subsidiary; provided further that the initial sale will include all accounts receivable of the Company and/or its Restricted Subsidiaries that are party to such arrangements that constitute eligible receivables under such arrangements, (iii) the cash proceeds received from the initial sale less reasonable and customary transaction costs will be deemed to be Net Proceeds and will be applied in accordance with the second paragraph of Section 4.10 hereof, and (iv) the Company and its Restricted Subsidiaries will sell all accounts receivables that constitute eligible receivables under such arrangements to the Accounts Receivable Subsidiary no less frequently than on a weekly basis. The Company (i) shall not permit any Accounts Receivable Subsidiary to sell any accounts receivable purchased from the Company by Borrower or any of its Restricted Subsidiaries to any other person except on an arms-length basis and Subsidiaries, without recourse based solely for consideration upon a default by one or more account debtors in the form payment of cash any accounts receivable included in the applicable Receivables Program, of accounts receivable arising in the ordinary course of business of Borrower or Cash Equivalents, any of its Subsidiaries or (ii) will the incurrence by Borrower or any of its Subsidiaries of Non- Recourse Debt secured by Liens on accounts receivable arising in the ordinary course of business of Borrower or any of its Subsidiaries if Borrower shall have delivered to each Bank, at least 15 Business Days prior to the consummation of any Receivables Program, a copy of the proposed terms and conditions of such Receivables Program and, if within the 15 Business Day period the Requisite Banks shall not permit have objected; provided that in the Accounts Receivable Subsidiary to engage in any business or transaction other than the purchasecase of clauses (a) and (b) above, financing and such sale of accounts receivable shall be for a net cash sales price of no less than 70% of the Company face amount thereof; and provided, further, that Borrower and its Restricted Subsidiaries and activities incidental thereto, (iii) will shall not permit sell or otherwise finance any Accounts Receivable Subsidiary accounts receivable pursuant to incur Indebtedness in an a Receivables Program if the aggregate amount in excess of the book value Receivables Programs at the time of any such Accounts Receivable Subsidiary's total assets, as determined in accordance with GAAP, (iv) will, at least as frequently as monthly, cause the Accounts Receivable Subsidiary to remit to the Company as payment on the Promissory Notes sale or a dividend, all available cash or Cash Equivalents not held in a collection account pledged to a Financier, to the extent not applied to pay or maintain reserves for reasonable operating expenses financing would exceed 50% of the Accounts Receivable Subsidiary or aggregate amount of the accounts receivable of Borrower and its Subsidiaries at such time (after giving effect to satisfy reasonable minimum operating capital requirements any sales permitted by clauses (a) and (vb) will not, and will not permit any of its Subsidiaries to, sell accounts receivable but without giving effect to any Accounts Receivable Subsidiary upon (1) the occurrence of a Default with respect to the Company and its Restricted Subsidiaries and (2) the occurrence of certain events of bankruptcy or insolvency with respect to sales made under such Accounts Receivable SubsidiaryReceivables Programs).