Transfers Certificates Eligible Receivables Sample Clauses

Transfers Certificates Eligible Receivables. (a) Upon the terms and subject to the conditions herein set forth (including pursuant to Section 3.2 hereof), (x) the Transferor may, at its option, convey, transfer and assign to the Purchaser Agents, on behalf of their related Purchasers or Bank Investors, as applicable, and (y) the Enterprise Agent, on behalf of Enterprise (prior to an Enterprise Wind-Down Event) and the Sheffield Agent, on behalf of Sheffield (prior to a Sheffield Wind-Down Event), may, at each such Purchaser's option, or (z) the Purchaser Agents, on behalf of their related Bank Investors, provided that the Termination Date or a Special Termination Date with respect to such Bank Investors shall not have occurred and that the Bank Investors shall have previously accepted the assignment by the applicable Purchaser of all of its interest in the Affected Assets, shall (in accordance with Section 9.7(a) hereof), if so requested by the Transferor, accept such conveyance, transfer and assignment from the Transferor, without recourse except as provided herein, of undivided percentage ownership interests in the Affected Assets (each, an "Incremental Transfer"); provided, however, that after giving effect to the payment to the Transferor of the Transfer Price by each Purchaser Agent, (i) the sum of the Net Investments plus, in the case where the Transferred Interest is held on behalf of the Purchasers, the Interest Component of all outstanding Related Commercial Paper, would not exceed the Facility Limit; (ii) a Purchaser's applicable Net Investment, plus, in the case where the Transferred Interest is held on behalf of the Purchasers, the Interest Component of all outstanding Related Commercial Paper issued by such Purchaser, would not exceed its Applicable Purchaser Percentage of the Facility Limit, and the share of any Bank Investor therein would not exceed its Special Pro Rata Share of such amount, and (iii) the Buyer's Percentage Factor shall not exceed the Maximum Buyer's Percentage Factor. With respect to Enterprise and the Enterprise Bank Investors, the parties hereto understand that in no event shall the Net Investment be held by the Enterprise Agent on behalf of Enterprise and the Enterprise Bank Investors simultaneously, except in the case of an assignment, if any, to an Enterprise Bank Investor in accordance with Section 9.7(g) hereof.
Sample 1
AutoNDA by SimpleDocs
Transfers Certificates Eligible Receivables. (a) Upon the terms and subject to the conditions herein set forth the Transferor may, at its option, convey, transfer and assign to the Agent, on behalf of the Company or the Bank Investors, as applicable, and the Agent, on behalf of the Company may, provided that the Termination Date shall not have occurred, at the Company's option, or the Agent, on behalf of the Bank Investors, provided that the Termination Date shall not have occurred and that the Bank Investors shall have previously accepted the assignment by the Company of all of its interest in the Affected Assets, shall, if so requested by the Transferor, accept such conveyance, transfer and assignment from the Transferor, without recourse except as provided herein, of undivided percentage ownership interests in the Receivables, together with Collections and Proceeds with respect thereto (each, an "Incremental Transfer"); provided, however, that after giving effect to the payment to the Transferor of such Transfer Price (x) the sum of the Net Investment plus, in the case where the Transferred Interest is held by the Agent on behalf of the Company, the Interest Component of all outstanding Related Commercial Paper, would not exceed the Facility Limit; and (y) the Transferor's Percentage Interest, when multiplied by the Principal Receivables, shall not be less than the Minimum Transferor's Interest; and, provided further, that the representations and warranties set forth in Sections 3.1 and 3.2 hereof shall be true and correct both immediately before and immediately after giving effect to any such Incremental Transfer and the payment to the Transferor of the Transfer Price related thereto and an Additional Investment Certificate shall have been delivered with respect to such Incremental Transfer as required by Section 2.11(b) hereof.
Sample 1
Transfers Certificates Eligible Receivables 
Sample 1Sample 2Sample 3See All (19)

Related to Transfers Certificates Eligible Receivables

  • Eligible Receivables Each Receivable included as an Eligible Receivable in the calculation of the Net Receivables Pool Balance as of any date is an Eligible Receivable as of such date.

  • Identification of Subject Receivables Within ten (10) Business Days after receipt of a review notice, the Servicer will deliver to the Asset Representations Reviewer a list of the Subject Receivables.

  • Annual Servicer's Certificate The Servicer will deliver to the Rating Agencies, the Trustee, any Agent and any Enhancement Providers on or before March 31 of each calendar year, beginning with March 31, 1992, an Officers' Certificate substantially in the form of Exhibit C stating that (a) a review of the activities of the Servicer during the preceding calendar year and of its performance under this Agreement was made under the supervision of the officer signing such certificate and (b) to the best of such officer's knowledge, based on such review, the Servicer has performed in all material respects its obligations under this Agreement throughout such year, or, if there has been a material default in the performance of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office.

  • Officer’s Certificate as Evidence Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and such Officer’s Certificate, in the absence of gross negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

  • Monthly Servicer’s Certificate On or before the Determination Date immediately preceding each Distribution Date, the Servicer shall deliver to the Depositor, the Seller, the Owner Trustee, the Indenture Trustee and each Paying Agent, with a copy to the Rating Agencies, a certificate of a Servicing Officer substantially in the form of Exhibit A (a “Servicer’s Certificate”) and attached to a Servicer’s report containing all information necessary to make the transfers and distributions pursuant to Sections 4.5, 4.6 and 4.7, together with the written statements to be furnished by the Indenture Trustee to the Certificateholders pursuant to Section 4.9 and by the Indenture Trustee to the Noteholders pursuant to Section 4.9 and pursuant to Section 6.6 of the Indenture. The Servicer shall separately identify (by account number) in a written notice to the Depositor, the Owner Trustee and the Indenture Trustee the Receivables to be repurchased by the Depositor or to be purchased by the Servicer, as the case may be, on the Business Day preceding such Distribution Date, and, upon request of one of the foregoing parties, each Receivable which became a Defaulted Receivable during the related Collection Period. The Servicer shall deliver to the Rating Agencies any information, to the extent it is available to the Servicer, that the Rating Agencies reasonably request (and the initial Servicer shall specify in writing to the successor Servicer any such requests that remain unsatisfied during the servicing transition to the successor Servicer) in order to monitor the Trust.

  • Annual Officer’s Certificate; Notice of Servicer Replacement Event (a) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 30th of each year, beginning on March 30, 2019, an Officer’s Certificate, dated as of December 31 of the immediately preceding year, providing such information as is required under Item 1123 of Regulation AB.

  • Seller’s Certificate Purchaser shall have received a certificate from Seller, dated as of the Closing Date, reasonably satisfactory in form and substance to Purchaser and its counsel, certifying as to the matters specified in Section 10.1 and Section 10.2 hereof. The matters set forth in such certificate shall constitute representations and warranties of Seller hereunder.

  • Notes and Accounts Receivable All notes and accounts receivable of the Company, all of which are reflected properly on the books and records of the Company, are valid receivables subject to no setoffs, defenses or counterclaims, are current and, to the Company's Knowledge, collectible subject in each case only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Company.

  • Reassignment of Ineligible Receivables If (a) any representation or warranty under Section 2.02(d) or Section 4.02 is not true and correct in any material respect as of the date specified therein with respect to any Receivable or any related Account or (b) any representation or warranty made by RPA Seller pursuant to Section 2.04 of the Existing PSA is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Certificate Trust prior to the Effective Date or any related Account and, in either case, as a result thereof Purchaser is required to accept a reassignment of Ineligible Receivables pursuant to Section 2.04(d) of the Pooling and Servicing Agreement, RPA Seller shall pay to Purchaser an amount in cash equal to either (i) the Purchase Price paid for any such Ineligible Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) less any amounts previously collected by Purchaser with respect to such Receivable or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. Such amount may be offset against any amounts due from Purchaser to RPA Seller with respect to the Purchase Price for Receivables sold to Purchaser on such day; provided that RPA Seller shall not be obligated to make any such cash payment until the Transfer Date following a Monthly Period with respect to amounts owing for such Monthly Period in accordance with Section 3.03. The obligation of RPA Seller set forth in this Section shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced Sections with respect to such Receivables or failure to meet the conditions set forth in the definition in the Pooling and Servicing Agreement of Eligible Receivable with respect to such Receivable available to Purchaser.

  • Amendments to Schedule of Receivables If the Servicer, during a Collection Period, assigns to a Receivable an account number that differs from the original account number identifying such Receivable on the Schedule of Receivables, the Servicer shall deliver to the Issuer, the Owner Trustee and the Indenture Trustee, on or before the Payment Date relating to such Collection Period, an amendment to the Schedule of Receivables reporting the newly assigned account number, together with the old account number of each such Receivable. The first such delivery of amendments to the Schedule of Receivables shall include monthly amendments reporting account numbers appearing on the Schedule of Receivables with the new account numbers assigned to such Receivables during any prior Collection Period.

Time is Money Join Law Insider Premium to draft better contracts faster.