Certain Permitted Actions; Amendments to the Agreement; Additional Covenants Clause Samples

Certain Permitted Actions; Amendments to the Agreement; Additional Covenants. (a) Notwithstanding anything to the contrary in the Agreement, funds on deposit in the Collection Account may be invested in any Eligible Investments (as that term is defined in this Series Supplement) that will mature so that funds will be available on or before the following Distribution Date. (b) Notwithstanding anything to the contrary in the Agreement, including Section 2.07(c) thereof, the Seller shall not be required to make any deposit to the Collection Account in respect of the Repurchased Receivables Price of any receivables repurchased by the Seller from the Trust pursuant to such Section. (c) Notwithstanding anything to the contrary contained herein or in the Agreement, the Seller shall have the right to require the reassignment to it of all the Trust's right, title and interest in, to and under the Receivables then existing and thereafter created, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof in or with respect to the Accounts ("Automatic Removed Accounts") designated by the Seller, upon satisfaction of the following conditions: (a) on or before the fifth business day immediately preceding the date upon which such Accounts are to be removed, the Seller shall have given the Trust, each Enhancement Provider and the Rating Agencies a Removal Notice specifying the date for removal of the Automatic Removed Accounts (the "Automatic Removal Date"); (b) on or prior to the date that is five Business Days after the Automatic Removal Date, the Seller shall have delivered to the Trustee a computer file or microfiche or written list containing a true and complete list of the Automatic Removed Accounts specifying for each such Account, as of the removal notice date, its account number and the aggregate amount of Receivables outstanding in such Account; (c) the Seller shall have represented and warranted as of each Automatic Removal Date that the list of Automatic Removed Accounts delivered pursuant to clause (b) above, as of the Automatic Removal Date, is true and complete in all material respects; (d) the Trustee shall have received confirmation from each Rating Agency that such removal will not result in a reduction or withdrawal of such Rating Agency's rating of any outstanding Series or Class of Certificates; (e) the Seller shall have delivered to the Trustee, each Rating Agency and any Enhancement Providers an officers' certificate, dated the Automatic Removal Date, to the effect that the Seller ...
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Related to Certain Permitted Actions; Amendments to the Agreement; Additional Covenants

  • Certain Additional Covenants (a) If any Pledgor shall, as a result of its ownership of any of the Collateral, become entitled to receive or shall receive any Stock Certificate (including any Stock Certificate issued pursuant to a stock dividend or a distribution in connection with any reclassification or increase or reduction of capital, or any Stock Certificate issued in connection with any reorganization) or any other certificate evidencing any Collateral, such Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, duly endorsed by such Pledgor to the Agent, if required, together with an undated stock power covering such Stock Certificate or other certificate duly executed in blank by such Pledgor and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional Collateral. Any sums paid upon or in respect of the Pledged Equity Interests upon the liquidation or dissolution of any Subsidiary shall be paid over to the Agent to be held as additional Collateral. In case any distribution of capital shall be made on or in respect of the Pledged Equity Interests or any property shall be distributed upon or with respect to the Pledged Equity Interests pursuant to the recapitalization or reclassification of the capital of the Pledgor or any Subsidiary or pursuant to the reorganization thereof, as applicable, the capital or property so distributed shall be delivered to the Agent to be held as additional Collateral. If any such capital or property so paid or distributed shall be received by any Pledgor, such Pledgor shall, until such capital or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of such Pledgor, as additional Collateral. (b) The Pledgors shall not vote to enable, or take any other action to permit, any Subsidiary to issue any capital stock or other equity securities or to issue any options, rights or other securities convertible into or granting the right to purchase or exchange for any capital stock or other equity securities of any Subsidiary, except for such transactions, if any, as are permitted pursuant to Article 9 of the Purchase Agreement. Each Pledgor shall defend the right, title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoever. (c) In the event that any Pledgor shall acquire any other interest in the Subsidiaries, in each case directly or indirectly, prior to the Termination Date, then at such time, and at such Pledgor’s cost and expense, such Pledgor shall (x) grant to the Agent the same rights in such after-acquired interests as are granted to the Agent herein with respect to the Collateral and (y) execute and deliver such modifications to this Agreement and to all other documents entered into by such Pledgor in connection herewith which may be necessary or desirable to evidence the granting to the Agent of such rights.

  • Termination of Obligations to Effect Closing; Effects (a) The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the Investors; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; (iii) By an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been waived by the Investor; or (iv) By either the Company or any Investor (with respect to itself only) if the Closing has not occurred on or prior to November 15, 2016; provided, however, that, except in the case of clause (ii) or (iii) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) In the event of termination by any Investor of its obligations to effect the Closing pursuant to Section 6.3(a)(iii), written notice thereof shall promptly be given to the other Investors by the Company and the other Investors shall have the right to terminate their obligations to effect the Closing upon written notice to the Company and the other Investors. Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.

  • Conditions to Obligation of Each Party to Effect the Merger The respective obligations of each party to this Agreement to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of each of the following conditions:

  • Certain Financial Covenants In addition to the covenants described in Section 5.1 and Section 5.2, so long as any Commitment remains in effect, any Advance is outstanding or any amount is owing to any Lender hereunder or under any other Loan Document, the Borrower will perform and comply with each of the covenants set forth on Schedule VI.

  • Conditions to Obligations of Each Party to Effect the Merger The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions: