Permitted Receivables Financing Program definition

Permitted Receivables Financing Program means an arrangement with one or more Qualified Receivables Purchasers pursuant to which the Borrower or any of its Subsidiaries sells to such Qualified Receivables Purchasers, from time to time in the ordinary course of business, any one or more Customer Loans and the related Customer Loan Receivables in a customary “true sale” for bankruptcy purposes; provided that no such arrangement shall qualify as a Permitted Receivables Financing Program unless all of the following are true:
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Permitted Receivables Financing Program means the receivables financing program evidenced by the Permitted Receivables Transaction Documents.
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Permitted Receivables Financing Program means a receivables financing program providing, among other things, for (i) the sales to the Company by certain of its Subsidiaries of Receivables originated by such Subsidiaries, (ii) the sale by the Company or any of its Subsidiaries to Finsub of such Receivables, and (iii) the transfer of such Receivables by Finsub to a special purpose trust or corporation which is not an Affiliate of the Company or Finsub; provided that (y) all terms and conditions of such program shall have obtained all necessary approvals of the Senior Revolving Lenders and (z) the Capital Stock of Finsub and any promissory notes issued by Finsub to the Borrowers in connection with such program shall have been pledged to Lender, subject to the first priority Lien in favor of the Senior Revolving Lenders, pursuant to the Loan Documents as additional security for the Obligations. Any such Capital Stock of Finsub and any Promissory Notes issued by Finsub so pledged to Lender shall be included within the Junior Collateral.
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More Definitions of Permitted Receivables Financing Program

Permitted Receivables Financing Program means a purchase-sale arrangement entered in the ordinary course of business by a Loan Party and fully disclosed to Administrative Agent, pursuant to which such Loan Party agrees to sell and assign from time to time to a Qualified Factor its right, title and interest in certain of such Loan Party’s “finance receivables” (as such terms is used in the Borrower’s books and records as of the date hereof), provided, that in connection therewith, all of the following conditions are satisfied as determined by Administrative Agent in its reasonable discretion: (a) such Loan Party does not grant (and the Qualified Factor does not otherwise obtain) any Liens on any Collateral other than Qualified Factor Accounts; (b) the applicable agreements and other documentation entered into with respect to such arrangement are in form and substance reasonably satisfactory to Administrative Agent; and (c) the purchase price with respect to any Qualified Factor Account is concurrently paid in cash, without offset or deduction, to a deposit account under the “control” (as such term is used in Article 9 of the UCC) of the Administrative Agent.
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Permitted Receivables Financing Program means sales of Accounts (and the proceeds thereof) of a Domestic Loan Party in connection with a receivables sales or purchase facility between such Domestic Loan Party and a Qualified Receivables Purchaser, provided that (i) such facility shall only relate to the sale of Accounts owed by one or more Account Debtors specifically identified therein, (ii) such sale shall be on a non-recourse basis and the purchaser shall assume the credit risk of such Account Debtor(s), (iii) at least twenty (20) days prior to entering into any such receivables sale or purchase facility (or such shorter period as the Administrative Agent may agree), the Borrowing Agent shall have delivered to the Administrative Agent notice of the material terms of the proposed receivables facility (other than the economic terms if subject to a confidentiality provision), the forms of agreements to be entered into between such Domestic Loan Party and such Qualified Receivables Purchaser (the economic and confidential terms of which may be redacted), and an officer’s certificate certifying that no Potential Default or Event of Default has occurred and is continuing or will be caused by the execution, delivery or performance of such proposed facility, (iv) the aggregate face amount of all Released Accounts shall not exceed$40,000,000 in any fiscal year of the Loan Parties, (v) no assets shall be sold under any such receivables facility other than Accounts (and the proceeds thereof) of the applicable Loan Party owed by the specific Account Debtor(s) identified in the applicable notice delivered pursuant to clause (iii) above and (vi) no Liensshall be granted under any such receivables facility other than as permitted under clause (xvi) of the definition of Permitted Liens.
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Permitted Receivables Financing Program means sales of Accounts (and the proceeds thereof) of a Domestic Loan Party in connection with a receivables sales or purchase facility between such Domestic Loan Party and a Qualified Receivables Purchaser, provided that (i) such facility shall only relate to the sale of Accounts owed by one or more Account Debtors specifically identified therein, (ii) such sale shall be on a non-recourse basis and the purchaser shall assume the credit risk of such Account Debtor(s), (iii) at least twenty (20) days prior to entering into any such receivables sale or purchase facility (or such shorter period as the Administrative Agent may agree), the Borrowing Agent shall have delivered to the Administrative Agent notice of the material terms of the proposed receivables facility (other than the economic terms if subject to a confidentiality provision), the forms of agreements to be entered into between such Domestic Loan Party and such Qualified Receivables Purchaser (the economic and confidential terms of which may be redacted), and an officer’s certificate certifying that no Potential Default or Event of Default has occurred and is continuing or will be caused by the execution, delivery or performance of such proposed facility, (iv) the aggregate face amount of all Released Accounts shall not exceed $40,000,000 in any fiscal year of the Loan Parties, (v) no assets shall be sold under any such receivables facility other than Accounts (and the proceeds thereof) of the applicable Loan Party owed by the specific Account Debtor(s) identified in the applicable notice delivered pursuant to clause (iii) above and (vi) no Liens DMEAST #39614716 v8 2 shall be granted under any such receivables facility other than as permitted under clause (xvi) of the definition of Permitted Liens.
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Permitted Receivables Financing Program means a receivables financing program providing, among other things, for (i) the sales to the Company by certain of its Subsidiaries of Receivables originated by such Subsidiaries, (ii) the sale by the Company or any of its Subsidiaries to Finsub of such Receivables, and (iii) the transfer of such Receivables by Finsub to a special purpose trust or corporation which is not an Affiliate of the Company or Finsub; provided that (x) all terms and conditions of such program shall be substantially consistent with the Proposal Letter dated November 20, 1995 between Citicorp North America, Inc. and the Company relating to such program or otherwise on terms and conditions satisfactory to the Requisite Lenders, (y) all documentation relating to such program shall be subject to the prior written approval of the Requisite Lenders (it being understood and agreed that certain amendments to Article X and the other provisions of this Agreement may be required in connection with the Permitted Receivables Financing Program) and (z) the Capital Stock of Finsub and any promissory notes issued by Finsub to the Borrowers in connection with such program shall have been pledged to the Agent pursuant to the Loan Documents as additional security for the Obligations.
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Related to Permitted Receivables Financing Program

  • Permitted Receivables Financing means any one or more receivables financings in which (a) any Loan Party or any Restricted Subsidiary (i) sells (as determined in accordance with GAAP) any accounts (as defined in the Uniform Commercial Code as in effect in the State of New York), payment intangibles (as defined in the Uniform Commercial Code as in effect in the State of New York), notes receivable, rights to future lease payments or residuals (collectively, together with certain property relating thereto and the right to collections thereon, being the “Transferred Assets”) to any Person that is not a Subsidiary or Affiliate of the Borrower (with respect to any such transaction, the “Receivables Financier”), (ii) borrows from such Receivables Financier and secures such borrowings by a pledge of such Transferred Assets and/or (iii) otherwise finances its acquisition of such Transferred Assets and, in connection therewith, conveys an interest in such Transferred Assets to the Receivables Financier or (b) any Loan Party or any Restricted Subsidiary sells, conveys or otherwise contributes any Transferred Assets to a Receivables Financing SPC, which Receivables Financing SPC then (i) sells (as determined in accordance with GAAP) any such Transferred Assets (or an interest therein) to any Receivables Financier, (ii) borrows from such Receivables Financier and secures such borrowings by a pledge of such Transferred Assets or (iii) otherwise finances its acquisition of such Transferred Assets and, in connection therewith, conveys an interest in such Transferred Assets to the Receivables Financier; provided that (A) the aggregate Attributed Principal Amount for all such financings shall not at any time exceed $600,000,000 and (B) such financings shall not involve any recourse to any Loan Party or any Restricted Subsidiary for any reason other than (x) repurchases of non-eligible assets or (y) indemnifications for losses other than credit losses related to the Transferred Assets.

  • Qualified Receivables Financing means any Receivables Financing of a Receivables Subsidiary that meets the following conditions:

  • Permitted Receivables Facility means the receivables facility or facilities created under the Permitted Receivables Facility Documents, providing for the sale or pledge by the Borrower and/or one or more other Receivables Sellers of Permitted Receivables Facility Assets (thereby providing financing to the Borrower and the Receivables Sellers) to the Receivables Entity (either directly or through another Receivables Seller), which in turn shall sell or pledge interests in the respective Permitted Receivables Facility Assets to third-party investors pursuant to the Permitted Receivables Facility Documents (with the Receivables Entity permitted to issue investor certificates, purchased interest certificates or other similar documentation evidencing interests in the Permitted Receivables Facility Assets) in return for the cash used by the Receivables Entity to purchase the Permitted Receivables Facility Assets from the Borrower and/or the respective Receivables Sellers, in each case as more fully set forth in the Permitted Receivables Facility Documents.

  • Receivables Financing means any transaction or series of transactions that may be entered into by the Issuer or any of its Subsidiaries pursuant to which the Issuer or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary (in the case of a transfer by the Issuer or any of its Subsidiaries); and (b) any other Person (in the case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of the Issuer or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and any Hedging Obligations entered into by the Issuer or any such Subsidiary in connection with such accounts receivable.

  • Permitted Receivables Transaction means each of (a) the sale or other transfer, or transfer of interest, by the Company or a Subsidiary of Receivables Assets to a Subsidiary (including, without limitation, Finsub) or the Company in exchange for consideration equal to the fair market value of the related Receivables, (b) the entry by the Company or one or more Subsidiaries into one or more Receivables Purchase Agreements, and (c) the entry by the Company and any such Subsidiaries into such ancillary agreements, guarantees, documents or instruments as are necessary or advisable in connection with Receivables Program Documents.

  • Permitted Receivables Documents means all documents and agreements evidencing, relating to or otherwise governing a Permitted Receivables Financing.

  • Permitted Receivables Facility Documents means each of the documents and agreements entered into in connection with any Qualified Receivables Facility, including all documents and agreements relating to the issuance, funding and/or purchase of certificates and purchased interests or the incurrence of loans, as applicable, in each case as such documents and agreements may be amended, modified, supplemented, refinanced or replaced from time to time so long as the relevant Qualified Receivables Facility would still meet the requirements of the definition thereof after giving effect to such amendment, modification, supplement, refinancing or replacement.

  • Permitted Receivables Related Assets means any other assets that are customarily transferred, sold and/or pledged or in respect of which security interests are customarily granted in connection with asset securitization transactions involving receivables similar to Receivables and any collections or proceeds of any of the foregoing (including, without limitation, lock-boxes, deposit accounts, records in respect of Receivables and collections in respect of Receivables).

  • Permitted Receivables Facility Assets means (i) Receivables (whether now existing or arising in the future) of the Company and its Subsidiaries which are transferred or pledged to the Receivables Entity pursuant to the Permitted Receivables Facility and any related Permitted Receivables Related Assets which are also so transferred or pledged to the Receivables Entity and all proceeds thereof and (ii) loans to the Company and its Subsidiaries secured by Receivables (whether now existing or arising in the future) and any Permitted Receivables Related Assets of the Borrower and its Subsidiaries which are made pursuant to the Permitted Receivables Facility.

  • Permitted Securitization Financing means one or more transactions pursuant to which (i) Securitization Assets or interests therein are sold or transferred to or financed by one or more Special Purpose Securitization Subsidiaries, and (ii) such Special Purpose Securitization Subsidiaries finance (or refinance) their acquisition of such Securitization Assets or interests therein, or the financing thereof, by selling or borrowing against Securitization Assets (including conduit and warehouse financings) and any Hedging Agreements entered into in connection with such Securitization Assets; provided, that recourse to the Borrower or any Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary (as determined by the Borrower in good faith) for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by the Borrower or any Subsidiary (other than a Special Purpose Securitization Subsidiary).

  • Receivables Facility means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuer or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Issuer or any of its Restricted Subsidiaries purports to sell its accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn funds such purchase by purporting to sell its accounts receivable to a Person that is not a Restricted Subsidiary or by borrowing from such a Person or from another Receivables Subsidiary that in turn funds itself by borrowing from such a Person.

  • Securitization Financing means any transaction or series of transactions that may be entered into by the Borrower or any of its Subsidiaries pursuant to which the Borrower or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in the case of a transfer by the Borrower or any of its Subsidiaries) or (b) any other Person (in the case of a transfer by a Securitization Subsidiary), or may grant a security interest in, any Securitization Assets of the Borrower or any of its Subsidiaries, and any assets related thereto, including all collateral securing such Securitization Assets, all contracts and all guarantees or other obligations in respect of such Securitization Assets, proceeds of such Securitization Assets and other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Securitization Assets.

  • Qualified Receivables Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to:

  • Receivables Facility Assets means currently existing and hereafter arising or originated Accounts, Payment Intangibles and Chattel Paper (as each such term is defined in the UCC) owed or payable to any Participating Receivables Grantor, and to the extent related to or supporting any Accounts, Chattel Paper or Payment Intangibles, or constituting a receivable, all General Intangibles (as each such term is defined in the UCC) and other forms of obligations and receivables owed or payable to any Participating Receivables Grantor, including the right to payment of any interest, finance charges, late payment fees or other charges with respect thereto (the foregoing, collectively, being “receivables”), all of such Participating Receivables Grantor’s rights as an unpaid vendor (including rights in any goods the sale of which gave rise to any receivables), all security interests or liens and property subject to such security interests or liens from time to time purporting to secure payment of any receivables or other items described in this definition, all guarantees, letters of credit, security agreements, insurance and other agreements or arrangements from time to time supporting or securing payment of any receivables or other items described in this definition, all customer deposits with respect thereto, all rights under any contracts giving rise to or evidencing any receivables or other items described in this definition, and all documents, books, records and information (including computer programs, tapes, disks, data processing software and related property and rights) relating to any receivables or other items described in this definition or to any obligor with respect thereto and any other assets customarily transferred together with receivables in connection with a non-recourse accounts receivable factoring arrangement and which are sold, conveyed assigned or otherwise transferred or pledge in connection with a Permitted Receivables Financing, and all proceeds of the foregoing.

  • Permitted Securitization means, for any Borrower and its Subsidiaries, any sale, assignment, conveyance, grant and/or contribution, or series of related sales, assignments, conveyances, grants and/or contributions, by such Borrower or any of its Subsidiaries of Receivables (or purported sale, assignment, conveyance, grant and/or contribution) to a trust, corporation or other entity, where the purchase of such Receivables may be funded or exchanged in whole or in part by the incurrence or issuance by the applicable Securitization SPV, if any, of Indebtedness or securities (such Indebtedness and securities being “Attributable Securitization Obligations”) that are to be secured by or otherwise satisfied by payments from, or that represent interests in, the cash flow derived primarily from such Receivables (provided, however, that “Indebtedness” as used in this definition shall not include Indebtedness incurred by a Securitization SPV owed to any Borrower or any of its Subsidiaries, which Indebtedness represents all or a portion of the purchase price or other consideration paid by such Securitization SPV for such receivables or interests therein), where (i) any representation, warranty, covenant, recourse, repurchase, hold harmless, indemnity or similar obligations of such Borrower or any of its Subsidiaries, as applicable, in respect of Receivables sold, assigned, conveyed, granted or contributed, or payments made in respect thereof, are customary for transactions of this type, and do not prevent the characterization of the transaction as a true sale under Applicable Laws (including debtor relief laws) and (ii) any representation, warranty, covenant, recourse, repurchase, hold harmless, indemnity or similar obligations of any Securitization SPV in respect of Receivables sold, assigned, conveyed, granted or contributed or payments made in respect thereof, are customary for transactions of this type.

  • Securitization Facility means any of one or more receivables or securitization financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuer or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) pursuant to which the Issuer or any of its Restricted Subsidiaries sells or grants a security interest in its accounts receivable or Securitization Assets or assets related thereto to either (a) a Person that is not a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

  • Receivables Repurchase Obligation means any obligation of a seller of receivables in a Qualified Receivables Financing to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

  • Special Purpose Receivables Subsidiary means a direct or indirect Subsidiary of the Borrower established in connection with a Permitted Receivables Financing for the acquisition of Receivables Assets or interests therein, and which is organized in a manner intended to reduce the likelihood that it would be substantively consolidated with the Borrower or any of the Subsidiaries (other than Special Purpose Receivables Subsidiaries) in the event the Borrower or any such Subsidiary becomes subject to a proceeding under the U.S. Bankruptcy Code (or other insolvency law).

  • Securitization Repurchase Obligation means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a Standard Securitization Undertaking, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

  • Securitization Assets means any accounts receivable or other revenue streams subject to a Qualified Securitization Financing.

  • Receivables Transaction any transactions or series of related transactions providing for the financing of Receivables of the Borrower or any of its Subsidiaries.

  • Securitization Property means the property described in section 10j.

  • Qualified Securitization Facility means any Securitization Facility (1) constituting a securitization financing facility that meets the following conditions: (a) the Board of Directors will have determined in good faith that such Securitization Facility (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Borrower and the applicable Restricted Subsidiary or Securitization Subsidiary and (b) all sales or contributions of Securitization Assets and related assets to the applicable Person or Securitization Subsidiary are made at fair market value (as determined in good faith by the Borrower) or (2) constituting a receivables financing facility.

  • Receivables Securitization any financing pursuant to which accounts receivable of the Borrower or any of its Subsidiaries are (or are purported to be) sold or pledged, which financing shall be non-recourse (except for customary limited recourse provisions) to the Borrower and its Subsidiaries.

  • Qualified Securitization Financing means any Securitization Financing of a Securitization Subsidiary that meets the following conditions: (a) the Board of Directors shall have determined in good faith that such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Issuer and the Securitization Subsidiary, (b) all sales of Securitization Assets and related assets to the Securitization Subsidiary are made at fair market value (as determined in good faith by the Issuer) and (c) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Issuer) and may include Standard Securitization Undertakings. The grant of a security interest in any Securitization Assets of the Issuer or any of its Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness under the Credit Agreement and any Refinancing Indebtedness with respect thereto shall not be deemed a Qualified Securitization Financing.

  • Receivables Documents means all documentation relating to any Permitted Accounts Receivable Securitization.