Permitted Securitization Facility means any transaction or series of transactions involving the sale of accounts receivable (and related supporting obligations and books and records) so long as the Indebtedness thereunder and other payment obligations with respect thereto are nonrecourse to the Borrower and its Subsidiaries (other than any Special Purpose Finance Subsidiary), other than limited recourse provisions that are customary for transactions of such type and do not have the effect of Guaranteeing the repayment of any such Indebtedness or limiting the loss or credit risk of lenders or purchasers with respect to payment or performance by the obligors of the accounts receivable so transferred.
Permitted Securitization Facility means a financing facility established by a Securitization Subsidiary and one or more of the Borrower or its Subsidiaries, whereby the Borrower or its Subsidiaries shall have sold or transferred accounts receivable, payment intangibles, chattel paper, payments, or similar rights to payment to a Securitization Subsidiary; provided that (a) except as permitted in respect of indemnities by clause (b) of this proviso, no portion of the Debt or any other obligation (contingent or otherwise) under such Permitted Securitization Facility shall be guaranteed by the Borrower or any of its Subsidiaries (other than a Securitization Subsidiary), (b) there shall be no recourse or obligation to the Borrower or any of its Subsidiaries (other than a Securitization Subsidiary) whatsoever other than pursuant to representations, warranties, covenants and indemnities entered into in the Ordinary Course of Business in connection with such Permitted Securitization Facility that in the reasonable opinion of the Borrower are customary for securitization transactions and (c) none of the Borrower nor any of its Subsidiaries (other than the Securitization Subsidiary) shall have provided, either directly or indirectly, any other credit support of any kind in connection with such Permitted Securitization Facility, other than as set forth in clause (b) of this definition.
Permitted Securitization Facility means any program, the aggregate principal amount of which does not exceed $100,000,000 providing for (a) the sale, contribution and/or transfer to a Securitization Subsidiary, in one or more related and substantially concurrent transactions, of accounts receivable and related rights of the Borrowers or any Subsidiary thereof in transactions intended to constitute (and, unless otherwise agreed by the Administrative Agent, opined by outside legal counsel reasonably satisfactory to the Administrative Agent in connection therewith to constitute) true sales or true contributions to such Securitization Subsidiary and (b) the provision of financing secured by the assets so sold, whether in the form of secured loans or the acquisition of undivided interests in such assets.
More Definitions of Permitted Securitization Facility
Permitted Securitization Facility means a receivables financing pursuant to agreements and documents in form and substance reasonably satisfactory to the Administrative Agent in which (a) a Loan Party sells Securitization Assets to a Receivables Financing Subsidiary in a manner that legally isolates the Securitization Assets from such Loan Party (such that the transferred assets would not be included in the estate of such Loan Party in a bankruptcy, receivership or other insolvency proceeding of such Loan Party) and (b) the Receivables Financing Subsidiary finances its acquisition of such transferred assets by 66 selling an interest in such transferred assets to a person that is not a Subsidiary or Affiliate of a Loan Party or borrows from such person and secures such borrowings by a pledge of such receivables, provided, that,
Permitted Securitization Facility means any program, the aggregate principal amount of which does not exceed $100,000,000, providing for (a) the sale, contribution and/or transfer to a Securitization Subsidiary, in one or more related and substantially concurrent transactions, of accounts receivable and related rights of any Loan Party or any Subsidiary thereof in transactions intended to constitute true sales or true contributions to such Securitization Subsidiary and (b) the provision of financing secured by the assets so sold, whether in the form of secured loans or the acquisition of undivided interests in such assets. Person shall mean any natural person, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, joint venture, company, Official Body, or any other entity. Platform shall mean Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system. PNC shall mean PNC Bank, National Association, its successors and assigns. Potential Default shall mean any event or condition which with notice or passage of time, or both, would constitute an Event of Default. Prime Rate shall mean the interest rate per annum announced from time to time by the Administrative Agent at its Principal Office as its then prime rate, which rate may not be the lowest or most favorable rate then being charged commercial borrowers or others by the Administrative Agent. Any change in the Prime Rate shall take effect at the opening of business on the day such change is announced. Principal Office shall mean the main banking office of the Administrative Agent in Pittsburgh, Pennsylvania.
Permitted Securitization Facility means a receivables financing pursuant to the Securitization Facility Documents in which (a) a Borrower sells (as determined in accordance with GAAP) trade Accounts arising from the sale of goods in the ordinary course of business originated by such Borrower to the Receivables Financing Subsidiary together with the related Securitization Assets in a manner that legally isolates the Securitization Assets from such Borrower (such that the transferred assets would not be included in the estate of such Borrower in a bankruptcy, receivership or other insolvency proceeding of such Borrower) and (b) the Receivables Financing Subsidiary finances its acquisition of such transferred assets by selling an interest in such transferred assets to a person that is not a Subsidiary or Affiliate of a Borrower or Guarantor or borrows from such person and secures such borrowings by a pledge of such receivables, provided, that, (i) no portion of any Indebtedness or other obligations (contingent or otherwise) of the Receivables Financing Subsidiary (A) is guaranteed by any Borrower or Guarantor or any of their Subsidiaries (other than the Receivables Financing Subsidiary), (B) is recourse to or obligations of any Borrower or Guarantor for any payment or (C) subjects any property or asset, other than the Securitization Assets, directly or indirectly, contingently or
Permitted Securitization Facility. : means any program, the aggregate principal amount of which does not exceed $100,000,000 providing for (a) the sale, contribution and/or transfer to a Securitization Subsidiary, in one or more related and substantially concurrent transactions, of accounts receivable and related rights of the Borrowers or any Subsidiary thereof in transactions intended to constitute (and, unless otherwise agreed by the Administrative Agent, opined by outside legal counsel reasonably satisfactory to the Administrative Agent in connection therewith to constitute) true sales or true contributions to such Securitization
Permitted Securitization Facility means a receivables facility or facilities created under the Permitted Securitization Facility Documents, providing for the sale, transfer and/or pledge by the Company and/or one or more other Receivables Sellers of Permitted Receivables Facility Assets (thereby providing financing to the Company and/or the Receivables Sellers) to a SPV (either directly or through another Receivables Seller), which in turn shall sell, transfer and/or pledge interests in the respective Permitted Receivables Facility Assets to third-party lenders or investors pursuant to the Permitted Securitization Facility Documents (with the SPV permitted to issue or convey purchaser interests, investor certificates, purchased interest certificates or other similar documentation evidencing interests in the Permitted Receivables Facility Assets) in return for the cash used by such SPV to acquire the Permitted Receivables Facility Assets from the Company and/or the respective Receivables Sellers, in each case as more fully set forth in the Permitted Receivables Facility Documents; provided that (a) the aggregate amount of Indebtedness or Attributable Receivables Indebtedness in connection with all such facilities shall not exceed $100,000,000 at any time and (b) no such facility shall exist at any time that a receivables facility of the type described in the definition of Permitted Factoring Transaction is in effect.
Permitted Securitization Facility means a receivables financing pursuant to the Securitization Facility Documents in which (a) a Borrower sells (as determined in accordance with GAAP) trade Accounts arising from the sale of goods in the ordinary course of business originated by such Borrower to the Receivables Financing Subsidiary together with the related Securitization Assets in a manner that legally isolates the Securitization Assets from such Borrower (such that the transferred assets would not be included in the estate of such Borrower in a bankruptcy, receivership or other insolvency proceeding of such Borrower) and (b) the Receivables Financing Subsidiary finances its acquisition of such transferred assets by selling an interest in such transferred assets to a person that is not a Subsidiary or Affiliate of a Borrower or Guarantor or borrows from such person and secures such borrowings by a pledge of such receivables, provided, that, (i) no portion of any Indebtedness or other obligations (contingent or otherwise) of the Receivables Financing Subsidiary (A) is guaranteed by any Borrower or Guarantor or any of their Subsidiaries (other than the Receivables Financing Subsidiary), (B) is recourse to or obligations of any Borrower or Guarantor for any payment or (C) subjects any property or asset, other than the Securitization Assets, directly or indirectly, contingently or otherwise, to the satisfaction of obligations in such transactions, in each case other than (1) the repurchase of non-eligible receivables under the terms of the Securitization Facility Documents or (2) indemnifications for losses other than credit losses related to the trade Accounts sold, (ii) Borrowers and Guarantors do not have any ongoing obligation to maintain or preserve the financial condition of the Receivables Financing Subsidiary or cause the Receivables Financing Subsidiary to achieve certain levels of operation results, (iii) on and after a Cash Dominion Event, all amounts payable to any Borrower or Guarantor under such transaction shall be remitted to the Agent Payment Account and applied to the Obligations in the manner provided for herein, (iv) such sales of the Securitization Assets will cease upon a written notice by Agent to the agent under a Permitted Securitization Facility and Administrative Borrower of an Event of Default, (v) Borrowers shall receive fair value in the form of cash and other consideration for such Securitization Assets, and the amount of such consideration payable in cash shall ...
Permitted Securitization Facility means any program, the aggregate principal amount of which does not exceed $100,000,000, providing for (i) the sale, contribution and/or transfer to a Securitization Subsidiary, in one or more related and substantially concurrent transactions, of accounts receivable and related rights of any Loan Party or any Subsidiary thereof in transactions intended to constitute true sales or true contributions to such Securitization Subsidiary and (ii) the provision of financing secured by the assets so sold, whether in the form of secured loans or the acquisition of undivided interests in such assets