Securitization Facilities Sample Clauses

Securitization Facilities. Schedule 3.12 identifies each of the principal agreements evidencing the two securitization facilities pursuant to which Company has caused certain of its equipment leases and other chattel paper to be conveyed to trusts for purposes of selling interests in such chattel paper to Centre Square Funding Corporation and SunAmerica Life Insurance Company, respectively (such agreements being collectively referred to herein as the "Securitization Agreements" and being individually referred to herein by the terms specified for the respective agreements in Schedule 3.12). All representations and warranties made at any time and from time to time by Company or any Company Subsidiary in the Securitization Agreements were true and correct in all material respects when made or deemed to have been made thereunder. All "Lease Contracts" and "Equipment" (as such terms are defined in the Securitization Agreements) conveyed by Company to Company Subsidiaries pursuant to the Equipment Purchase Agreements, and all "Lease Contracts" and related properties and interests conveyed to the trusts under the Pooling and Servicing Agreements, satisfy in all material respects the applicable eligibility criteria and conditions set forth in the Securitization Agreements, including without limitation, Section 3.02 of each Equipment Purchase Agreement and Section 3.02 of each Certificate Purchase Agreement. Each of Company and Company Subsidiaries that are parties to the Securitization Agreements has performed in all material respects its obligations and observed and complied in all material respects with those conditions and requirements applicable to it or its properties under the Securitization Agreements. No "Trigger Event", "Funding Period Trigger Event" or "Servicer Default" under the Pooling and Servicing Agreements, or any other default or breach by Company or any Company Subsidiary under the Securitization Agreements, has occurred, and neither Company nor any Company Subsidiary has received notice from any other party to the Security Agreements asserting or otherwise indicating that any such "Trigger Event", "Funding Period Trigger Event", "Servicer Default" or other default or breach has occurred. Neither Company nor any Company Subsidiary that is a party to the Securitization Agreements has been required to repurchase any "Lease Contracts" under the terms of the Securitization Agreements.

Securitization Facilities. At any time sell, assign or otherwise dispose of all or any material portion of the Borrower’s or any Subsidiary’s accounts receivable, lease receivables or other rights to receive payment or income (any of the foregoing being a “Receivable”); provided that notwithstanding anything contained in Section 5.02 to the contrary, the Borrower or any of its Subsidiaries may enter into one or more agreements contemplating the sale, assignment or other transfer of its Receivables, whether constituting a “true sale” or secured financing for accounting, tax or any other purpose (each, a “Receivables Purchase Agreement”), so long as (i) the aggregate outstanding investment or claims held at any time by purchasers, assignees or other transferees of (or of interests in) Receivables under Receivables Purchase Agreements shall not exceed an amount equal to $700,000,000 at any time outstanding and (ii) each sale, assignment or other transfer effected under or in connection with a Receivables Purchase Agreement shall be effected on a non-recourse or limited recourse basis; provided that in addition to such Receivables Purchase Agreements, the Borrower or any of its Subsidiaries may enter into one or more Receivables Purchase Agreements so long as the assets subject to such Receivables Purchase Agreement consist solely of accrued tax credits in France earned with respect to payroll and do not exceed an aggregate present value of $500,000,000 (measured as of the date of transfer of such tax credits) at any time outstanding.

Securitization Facilities. As set forth in more detail in the Debtors’ Emergency Motion for Entry of Interim and Final Orders (I) Authorizing Certain Debtors to Continue Selling Receivables and Related Rights Pursuant to the Securitization Facilities, (II) Modifying the Automatic Stay, (III) Scheduling a Final Hearing, and (IV) Granting Related Relief (the “Securitization Facilities Motion”), certain of the Debtors are parties to five (5) separate Securitization Facilities (as defined therein) (the “Securitization Facilities” and the agents thereunder, the “Securitization Agents”) with the Non-Debtor Purchasers (as defined therein) (the “Non-Debtor Purchasers”) under the Securitization Transaction Documents (as defined therein) (the “Securitization Transaction Documents”). Contemporaneously with the filing of the Motion, the Debtors have sought approval to continue the Securitization Facilities in accordance with the terms of any order approving the Securitization Facilities Motion (any interim or final order approving the Securitization Facilities Motion, the “Securitization Facilities Order”).

Securitization Facilities. At any time sell, assign or otherwise dispose of all or any material portion of the Borrower’s or any Subsidiary’s accounts receivable, lease receivables or other rights to receive payment or income (any of the foregoing being a “Receivable”); provided that notwithstanding anything contained in Section 5.02 to the contrary, the Borrower or any of its Subsidiaries may enter into one or more agreements contemplating the sale, assignment or other transfer of its Receivables, whether constituting a “true sale” or secured financing for accounting, tax or any other purpose (each, a “Receivables Purchase Agreement”), so long as (i) the aggregate outstanding investment or claims held at any time by purchasers, assignees or other transferees of (or of interests in) Receivables under Receivables Purchase Agreements shall not exceed an amount - ManpowerGroup Five Year Credit Agreement NYDOCS01/1628313.3B equal to $500,000,000 at any time outstanding and (ii) each sale, assignment or other transfer effected under or in connection with a Receivables Purchase Agreement shall be effected on a non-recourse or limited recourse basis; provided that in addition to such Receivables Purchase Agreements, the Borrower or any of its Subsidiaries may enter into one or more Receivables Purchase Agreements so long as the assets subject to such Receivables Purchase Agreement consist solely of accrued tax credits in France earned with respect to payroll and do not exceed an aggregate present value of $500,000,000 (measured as of the date of transfer of such tax credits) at any time outstanding.

Securitization Facilities. If requested by Parent in writing no later than 45 days prior to the Closing Date, on or prior to the Closing Date, the Company shall use commercially reasonable efforts to, and shall cause each of its Subsidiaries and its Subsidiaries’ Representatives to use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the consent of the Administrator, the LC Bank and the Majority Purchaser Agents to a “Change in Control” of the Company (as each such term is defined in the Receivables Purchase Agreement) pursuant to the Receivables Purchase Agreement, such that the consummation of the transactions contemplated by this Agreement does not result in a “Termination Event” (as such term is defined in the Receivables Purchase Agreement) or a breach of the Receivables Purchase Agreement (collectively, the “RPA Consent”) and provide a copy of the RPA Consent in form and substance reasonably acceptable to the Parent.