Perfect Pay definition
Examples of Perfect Pay in a sentence
For the avoidance of doubt, the Assumed Liabilities include any and all recourse and repurchase obligations of the Seller under the UNL Leases and the Perfect Pay Agreements, and the Seller’s Liabilities associated with security deposits under the Finance Leases, Perfect Pay Agreements and UNL Leases.
The information about the Finance Leases and Perfect Pay Agreements set forth in the Contract Trial Balance as of February 28, 2005 is true and correct in all material respects.
The Seller shall cooperate with the Buyer at the Buyer’s request to obtain consents from the Perfect Pay Counterparties to modifications to the Perfect Pay Agreements as desired by the Buyer, but such modifications and consents shall not be conditions to the Closing.
In the event there shall at any time be insufficient information available for the Administrative Agent to determine the DLL Reserve based on Perfect Pay Amounts coming due, the DLL Reserve shall be fixed at $12,000,000.
Such notice may specify the Perfect Pay Amounts coming due over the course of any period; provided that the DLL Reserve shall not at any time exceed the lesser of (i) as of any date, the aggregate amount of all Perfect Pay Amounts to come due in the then immediately succeeding six consecutive months and (ii) an amount equal to $12,000,000.
Servicer’s obligation to make Perfect Pay is for the purpose of assuring and normalizing cash flows during the period that Servicer is servicing the Transactions.
Without limiting the generality of the foregoing, the obligation of the Administrative Agent and the Replacement Servicer to remit Collections to the extent of Perfect Pay Amounts under Section 2.4 shall solely be an obligation to turn over Collections to the extent Collections are available for such purpose and shall not under any circumstance constitute a payment obligation or indebtedness of either the Administrative Agent or the Replacement Servicer to DLL.
Servicer shall make Perfect Pay to Element at such times and in the manner set forth in this Section 2(a)(vi).
Notwithstanding anything to the contrary herein, neither the Administrative Agent nor the Replacement Servicer shall be required to make any remittance of all or any portion of a Perfect Pay Amount to DLL if, after giving effect thereto, the DLL Reserve would be reduced to an amount less than zero.
If Servicer requires the use of any portion of the Element Cash Sales Contribution to pay Covered Expenses and Perfect Pay obligations with respect to 2014-2015 Vintage (subject to the provisions hereof), then Celadon/Quality shall request a distribution of such funds from Element from the Element Cash Sales Contribution, and Element shall distribute such funds to Servicer on a monthly basis.